8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT


                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934



         Date of Report (Date of earliest event reported) March 30, 2004
                          IKON Office Solutions, Inc.
             (Exact name of registrant as specified in its charter)




         OHIO                  File No. 1-5964                  23-0334400
    ---------------           ------------------             ---------------
     (State or other          (Commission File               (IRS Employer
     jurisdiction of          Number)                        Identification
     incorporation)                                          Number)


                 P.O. Box 834, Valley Forge, Pennsylvania 19482


       Registrant's telephone number, including area code: (610) 296-8000
                                                           --------------



                                 Not Applicable
        ----------------------------------------------------------------
          (Former name or former address, if changed since last report)







Item 5.  Other Events and Regulation FD Disclosure
         -----------------------------------------

On March 29, 2004, IKON Office Solutions, Inc. issued a press release announcing
that its U.S. leasing subsidiary, IOS Capital, LLC ("IOSC"), is tendering for up
to $250 million of the outstanding $345 million of IOSC's 7.25% notes due June
2008. A copy of this press release is furnished with this report as Exhibit 99.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits
         ------------------------------------------------------------------

(c)  The  following  exhibit is furnished in accordance  with the  provisions of
     Item 601 of Regulation S-K.


   Exhibit No.

     99        Press Release of IKON Office Solutions, Inc. dated March 29, 2004













                                    SIGNATURE


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                               IKON OFFICE SOLUTIONS, INC.




                                             By:  /s/ Kathleen M. Burns
                                                  ----------------------------
                                                  Kathleen M. Burns
                                                  Vice President and Treasurer



Dated:  March 30, 2004

EX-99

              IKON SUBSIDIARY ANNOUNCES TENDER FOR JUNE 2008 NOTES

Valley Forge, Pennsylvania - March 29, 2004 - IKON Office Solutions ("IKON")
(NYSE: IKN) announced today that its U.S. leasing subsidiary, IOS Capital, LLC
("IOSC"), is tendering for up to $250 million of the outstanding $345 million of
7.25% notes due June 2008 (the "Notes") (CUSIP No. 462230 AB9). The Company
intends to finance the tender offer with a portion of the net proceeds from
IKON's previously disclosed sale (the "GE Transaction") of certain assets and
liabilities to General Electric Capital Corporation. In connection with the GE
Transaction, IOSC will merge into IKON and IKON will assume all of IOSC's
obligations in respect of the Notes and the tender offer. All references to the
"Company" herein are to IOSC and, upon its merger into IKON, IKON as its
successor.

The tender offer is being made pursuant to an Offer to Purchase dated March 29,
2004, and the related Letter of Transmittal, which fully set forth the terms of
the tender offer. All capitalized terms not defined herein have the meanings
assigned to such terms in the Offer to Purchase. The tender offer is scheduled
to expire at 5:00 p.m., New York City time, on April 26, 2004, unless extended
(the "Expiration Date").

Subject to the terms and conditions of the tender offer, including the proration
features described below:


     o    The  consideration  (the "Tender  Offer  Consideration")  payable with
          respect to each $1,000  principal amount of Notes validly tendered and
          accepted  for payment will be $1,080.  The Tender Offer  Consideration
          will be payable  only to holders of Notes that  validly  tender and do
          not withdraw such Notes before the Expiration Date.

     o    Holders who validly  tender and do not  withdraw  their Notes prior to
          5:00 p.m.,  New York City time,  on April 12, 2004 (the "Early  Tender
          Date"),  will receive an amount (the "Total  Consideration")  equal to
          the Tender Offer Consideration plus an early tender premium of $25 per
          $1,000 principal amount of Notes accepted for payment.

     o    In  addition  to  the  Total   Consideration   or  the  Tender   Offer
          Consideration,  holders also will receive  accrued and unpaid interest
          on Notes  validly  tendered  and  accepted  for  payment  to,  but not
          including, the settlement date.

     o    As described in the Offer to Purchase,  Notes  tendered  prior to 5:00
          p.m.,  New York City time,  on the Early  Tender Date may be withdrawn
          from the tender offer prior to 5:00 p.m.,  New York City time,  on the
          Early Tender Date. Other than in the limited  circumstances  described
          in the Offer to Purchase,  Notes previously tendered and not withdrawn
          prior to 5:00 p.m.,  New York City time,  on the Early Tender Date and
          Notes tendered thereafter may not be withdrawn from the tender offer.

If the amount of Notes validly tendered and not withdrawn exceeds $250 million,
the Company will accept validly tendered Notes for payment on a pro rata basis
(with adjustments to avoid the purchase of Notes in a principal amount other
than in integral multiples of $1,000), as described in the Offer to Purchase. If





such proration is required, the Company will determine the final proration
factor as promptly as practicable after the Expiration Date.

The Company intends to use the net cash proceeds from the GE Transaction to
improve its financial flexibility, pay transaction-related deferred taxes and
for general corporate purposes including expanding its options for share
repurchases and other strategic alternatives. The Company's obligation to accept
for purchase and to pay for Notes validly tendered in the tender offer is
conditioned on, among other things, the consummation of such sale. The Company
has reserved the right to terminate, withdraw, amend or extend the tender offer
in its discretion.

The Company has retained Deutsche Bank Securities Inc., Wachovia Capital
Markets, LLC and PNC Capital Markets, Inc., to serve as Dealer Managers for the
tender offer, and D.F. King & Co., Inc. to serve as the Information Agent.
Requests for documents may be directed to the Information Agent by telephone at
(800) 829-6550 (toll-free) or (212) 269-5550 (collect). Questions regarding the
tender offer may be directed to Deutsche Bank Securities Inc. at (866) 627-0391
(toll-free) or (212) 250-7445 (collect), Attention: Jenny Lie.

This announcement does not constitute an offer to purchase or a solicitation of
an offer to purchase with respect to any securities. The tender offer is being
made solely by the Offer to Purchase and related Letter of Transmittal.

IKON Office Solutions (www.ikon.com) is a leading provider of products and
services that help businesses manage document workflow and increase efficiency.
IKON provides customers with total business solutions for every office,
production and outsourcing need, including digital copiers and printers, color
solutions, distributed printing, facilities management, and legal document
solutions, as well as network integration, connectivity and custom workflow and
imaging application development. IOS Capital, LLC, a wholly owned subsidiary of
IKON, provides lease financing to customers and is one of the largest captive
finance companies in North America. With fiscal 2003 revenues of $4.7 billion,
IKON has approximately 600 locations throughout North America and Europe.

This news release includes information which may constitute forward-looking
statements within the meaning of the federal securities laws. These
forward-looking statements include, but are not limited to, statements relating
to the successful completion of the tender offer and the GE Transaction.
Although IKON believes the expectations contained in such forward-looking
statements are reasonable, it can give no assurances that such expectations will
prove correct. Such forward-looking statements are based upon management's
current plans or expectations and are subject to a number of risks and
uncertainties, including, but not limited to: risks and uncertainties relating
to conducting operations in a competitive environment and a changing industry;
delays, difficulties, management transitions and employment issues associated
with consolidation of, and/or changes in business operations; managing the
integration of existing and acquired companies; risks and uncertainties
associated with existing or future vendor relationships; and general economic
conditions. Certain additional risks and uncertainties are set forth in IKON's
2003 Annual Report on Form 10-K filed with the Securities and Exchange
Commission. As a consequence of these and other risks and uncertainties, IKON's
current plans, anticipated actions and future financial condition and results
may differ materially from those expressed in any forward-looking statements.

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