UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

X    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the quarterly period ended January 31, 2000


_____ TRANSITION REPORT  PURSUANT TO 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
      OF 1934


For the transition period _________ to __________

        Commission file number  1-111898


                               JETFORM CORPORATION
             (exact name of registrant as specified in its charter)


        Canada                                                     N/A
(state or other jurisdiction of                               (IRS Employer
incorporation or organization)                              Identification No.)


                              560 Rochester Street
                         Ottawa, Ontario K1S 5K2, Canada
                    (Address of principal executive offices)

                                 (613) 230-3676
               Registrant's telephone number (including area code)


     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required  to be filed by  Section  13 or 15(d) of the  Exchange  Act  during the
preceding 12 months (or for such shorter  period that the issuer was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days.

                                    Yes  X   No
                                        ---     ---


                      APPLICABLE ONLY TO CORPORATE ISSUERS

              The number of the issuer's Common Shares outstanding
                         on March 10, 2000: 19,498,289

<PAGE>



                                TABLE OF CONTENTS



PART I  FINANCIAL INFORMATION                             PAGE NO.

ITEM 1.        FINANCIAL STATEMENTS

               Consolidated Balance Sheets as at January 31, 2000, and       3
                 April 30, 1999

               Consolidated  Statements  of  Operations  for the
                 three and nine month periods ended January 31, 2000,
                 and January 31, 1999                                        4

               Consolidated Statements of Comprehensive Income for
                 the three and nine month  periods  ended
                 January  31, 2000 and January 31, 1999                      5

               Consolidated  Statements  of Cash  Flows  for the
                 three and nine month periods ended January 31, 2000,
                 and January 31, 1999                                        6

               Notes to Consolidated Financial Statements                    7

ITEM 2.        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS                        12

PART II OTHER INFORMATION

ITEM 1.        LEGAL PROCEEDINGS                                            21

ITEM 6.        EXHIBITS AND REPORTS ON FORM 8-K                             21

SIGNATURES                                                                  22



     This Quarterly  Report on Form 10-Q  ("Report"),  contains  forward-looking
statements  within the  meaning of Section  27A of the  Securities  Act of 1933.
Discussions containing such forward-looking statements may be found in Item 2 of
Part I and Item 1 of Part II hereof, as well as within this Report generally. In
addition,  when  used  in  the  Report,  the  words  "believes",  "anticipates",
"expects",  and similar  expressions  are  intended to identify  forward-looking
statements.  Such statements are subject to a number of risks and uncertainties.
Actual results in the future could differ materially from those described in the
forward-looking  statements  as a result of  changes in  technology,  changes in
industry  standards,   new  product   introduction  by  competitors,   increased
participation in the enterprise  software market by major corporations and other
matters set forth in this Report.  The Company does not undertake any obligation
to  publicly  release  the  results of any  revisions  to these  forward-looking
statements that may be made to reflect any future events or circumstances.

<PAGE>


                               JETFORM CORPORATION

                           CONSOLIDATED BALANCE SHEETS

                                   (UNAUDITED)

             (IN THOUSANDS OF CANADIAN DOLLARS EXCEPT SHARE AMOUNTS)

                                                      JANUARY 31,      APRIL 30,
                                                         2000             1999
                                                    ------------     -----------

 CURRENT ASSETS
 Cash and cash equivalents......................     $ 36,029         $ 47,262
 Accounts receivable (Note 2)...................       23,819           29,274
 Term accounts receivable (Note 2)..............        9,521           13,486
 Unbilled receivables...........................        3,449            3,455
 Inventory......................................          976            1,139
 Deferred tax assets............................        1,310            1,310
 Prepaid expenses and deferred charges..........        2,660            3,727
 Asset held for sale ...........................           --            3,417
                                                   -----------      -----------
                                                       77,764          103,070
 TERM ACCOUNTS RECEIVABLE (NOTE 2)..............        1,382            6,090
 DEFERRED TAX ASSETS............................        4,014            3,218
 FIXED ASSETS (NOTE 3)..........................       17,336           18,620
 OTHER ASSETS (NOTE 3)..........................       24,165           25,871
                                                   ===========      ===========
                                                    $ 124,661        $ 156,869
                                                   ===========      ===========

                     LIABILITIES AND SHAREHOLDERS' EQUITY

 CURRENT LIABILITIES
 Accounts payable...............................      $ 5,613          $ 7,874
 Accrued liabilities............................       14,418           15,656
 Unearned revenue...............................       13,828           12,463
 Current portion of Delrina obligation (Note 5).        2,962           22,023
                                                   -----------      -----------
                                                       36,821           58,016
 DEFERRED INCOME TAXES (NOTE 6).................          164              164
 ACCRUED LIABILITIES (NOTE 7) ..................        2,099            3,225
 TERM LOAN (NOTE 4).............................       10,000            9,998
 DELRINA OBLIGATION (NOTE 5)....................           --              536
                                                   -----------      -----------
                                                       49,084           71,939
                                                   -----------      -----------
 SHAREHOLDERS' EQUITY
 Capital stock (Issued and  outstanding -- 19,480,573
 Common  Shares  and  450,448   Preference
  Shares  at  January  31,  2000; 19,421,428
  Common Shares and 450,448 Preference
  Shares at April 30, 1999) ....................      247,452          247,119

 Cumulative translation adjustment..............      (2,173)          (1,052)
 Deficit........................................    (169,702)        (161,137)
                                                   -----------      -----------
                                                       75,577           84,930
                                                   -----------      -----------
                                                     $124,661        $ 156,869
                                                   ===========      ===========


(the  accompanying  notes are an integral part of these  consolidated  financial
statements)


<PAGE>
<TABLE>
<CAPTION>



                               JETFORM CORPORATION

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (UNAUDITED)

      (IN THOUSANDS OF CANADIAN DOLLARS EXCEPT SHARE AND PER SHARE AMOUNTS)

                                            THREE MONTHS ENDED        NINE MONTHS ENDED
                                               JANUARY 31,               JANUARY 31,
                                         ------------------------- ------------------------
                                            2000         1999         2000         1999
                                         ------------ ------------ -----------  ------------
<S>                                         <C>           <C>         <C>           <C>

REVENUES
Product                                     $ 10,630      $11,260     $37,255       $53,289
Service                                       10,489       12,462      31,985        34,726
                                         ------------ ------------ -----------  ------------
                                              21,119       23,722      69,240        88,015
                                         ------------ ------------ -----------  ------------
COSTS AND EXPENSES
Cost of product                                2,828        2,485       7,600         6,776
Cost of service                                3,037        5,184       9,694        13,995
Sales and marketing                           10,700       13,973      33,242        38,493
General and administrative                     4,843        2,732      10,011         7,939
Research and development                       4,305        3,958      11,973        11,055
Depreciation and amortization                  2,544        3,158       7,641         8,965
Gain on sale of assets                            --           --     (1,813)            --
                                         ------------ ------------ -----------  ------------
                                              28,257       31,490      78,348        87,223
                                         ------------ ------------ -----------  ------------
OPERATING INCOME (LOSS)                      (7,138)      (7,768)     (9,108)           792
Other income                                     311          812       1,148         2,898
                                         ------------ ------------ -----------  ------------
INCOME (LOSS) BEFORE TAXES                   (6,827)      (6,956)     (7,960)         3,690
Provision for income taxes (Note 6)            (221)        (210)       (605)       (1,832)
                                         ------------ ------------ -----------  ------------
NET INCOME (LOSS)                           $(7,048)    $ (7,166)    $(8,565)       $ 1,858
                                         ============ ============ ===========  ============

BASIC INCOME (LOSS) PER SHARE
Net income (loss) per share                 $ (0.35)     $ (0.36)    $ (0.43)        $ 0.09
Weighted average number of shares         19,908,264   19,779,343  19,897,414    19,811,282
FULLY DILUTED INCOME (LOSS) PER SHARE
Net income (loss) per share                 $ (0.35)     $ (0.36)    $ (0.43)        $ 0.09
Weighted average number of shares         19,908,264   19,779,343  19,897,414    20,355,358

</TABLE>

(the  accompanying  notes are an integral part of these  consolidated  financial
statements)
<PAGE>

<TABLE>
<CAPTION>


                               JETFORM CORPORATION

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                                   (UNAUDITED)

                       (IN THOUSANDS OF CANADIAN DOLLARS)


                                            THREE MONTHS ENDED        NINE MONTHS ENDED
                                               JANUARY 31,               JANUARY 31,
                                         ------------------------- ------------------------
                                            2000         1999         2000         1999
                                         ------------ ------------ -----------  ------------
<S>                                       <C>           <C>         <C>              <C>
Net income (loss).......................  $  (7,048)    $ (7,166)   $ (8,565)        $1,858
  Cumulative translation adjustment.....     (1,609)          --      (1,121)            --
                                         ------------ ------------ -----------  ------------
Comprehensive income (loss).............   $ (8,657)    $ (7,166)   $ (9,686)        $1,858
                                         ============ ============ ===========  ============

</TABLE>

(the  accompanying  notes are an integral part of these  consolidated  financial
statements)


<PAGE>

<TABLE>
<CAPTION>

                               JETFORM CORPORATION

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)

                       (IN THOUSANDS OF CANADIAN DOLLARS)

                                           THREE MONTHS ENDED       NINE MONTHS ENDED
                                              JANUARY 31,              JANUARY 31,
                                         ----------------------- -------------------------
                                            2000        1999        2000         1999
                                         ----------- ----------- ------------ ------------
<S>                                        <C>        <C>           <C>           <C>

CASH PROVIDED FROM (USED IN):
OPERATING ACTIVITIES
Net income (loss)                          $(7,048)   $ (7,166)     $(8,565)      $ 1,858
Items not involving cash:
  Depreciation and amortization               3,496       3,997       10,246       11,175
  Other non-cash items                        (342)          --          117           --
Net change in operating components of
  working capital                             8,307       6,263       13,395      (5,545)
                                         ----------- ----------- ------------ ------------
                                              4,413       3,094       15,193        7,488
                                         ----------- ----------- ------------ ------------
INVESTING ACTIVITIES
Purchase of fixed assets                    (1,728)     (2,393)      (3,882)      (6,548)
Increase in other assets                      (736)     (1,037)      (3,282)      (3,883)
                                         ----------- ----------- ------------ ------------
                                            (2,464)     (3,430)      (7,164)     (10,431)
                                         ----------- ----------- ------------ ------------
FINANCING ACTIVITIES
Proceeds from issuance of shares                155         297          333        2,876
Repayment of long term debt                 (5,053)    (15,529)     (19,595)     (41,400)
                                         ----------- ----------- ------------ ------------
                                            (4,898)    (15,232)     (19,262)     (38,524)
                                         ----------- ----------- ------------ ------------
DECREASE IN CASH AND CASH
  EQUIVALENTS                               (2,949)    (15,568)     (11,233)     (41,467)
CASH AND CASH EQUIVALENTS, BEGINNING OF      38,978      65,705       47,262       91,604
PERIOD
                                         ----------- ----------- ------------ ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD    $36,029    $ 50,137      $36,029     $ 50,137
                                         =========== =========== ============ ============


</TABLE>

(the  accompanying  notes are an integral part of these  consolidated  financial
statements)


<PAGE>


                               JETFORM CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



1.   BASIS OF PRESENTATION

These  consolidated  financial  statements  have been  prepared by management in
accordance with accounting  principles  generally  accepted in the United States
("U.S.  GAAP"),  and include all assets,  liabilities,  revenues and expenses of
JetForm  Corporation  ("JetForm")  and its  wholly-owned  subsidiaries:  JetForm
Corporation  (a Delaware  corporation),  JetForm  Pacific Pty Limited  ("JetForm
Pacific"),   JetForm  Scandinavia  AB  ("JetForm  Nordic"),  JetForm  France  SA
("JetForm France"),  JetForm UK Limited ("JetForm UK"), JetForm Deutschland GmbH
("JetForm   Germany"),   JetForm  Japan  K.K.   ("JetForm  Japan")  and  JetForm
Technologies   Limited  ("JetForm   Ireland").   JetForm  and  its  wholly-owned
subsidiaries are collectively  referred to herein as the "Company" The unaudited
interim consolidated  financial statements reflect all adjustments which are, in
the  opinion of the  Company's  management,  necessary  to a fair  statement  of
results for these interim periods.


2.   ACCOUNTS RECEIVABLE

Accounts  receivable  and term accounts  receivable  are net of an allowance for
doubtful  accounts of $3.2 million at January 31, 2000 and $1.9 million at April
30, 1999.

The Company records revenues from irrevocable  commitments to purchase  products
which do not  conform  to the  Company's  customary  trade  terms at the  amount
receivable less deemed interest ("Term Accounts Receivable"). The Company uses a
discount rate equal to its current net cost of borrowing at the time the revenue
is recorded.  Under an irrevocable  commitment to purchase  product the customer
commits to pay a minimum  amount over a  specified  period of time in return for
the  right to use or  resell up to a  specific  number of copies of a  delivered
product.

The Company  records Term Accounts  Receivable as non-current to the extent that
management  estimates  payment  will be  received  more  than one year  from the
balance sheet date.  Payment of these Term Accounts  Receivable is generally due
the earlier of: (i)  delivery of the  Company's  products by the customer to its
customers  or end  users;  and  (ii)  specific  dates in the  license  agreement
("Minimum Payment Dates").  As at January 31, 2000 and April 30, 1999 total Term
Accounts   Receivable  with  Minimum  Payment  Dates  exceeding  one  year  were
approximately $1.4 million and $6.1 million, respectively.

The Company's customer base consists of large numbers of geographically  diverse
customers dispersed across many industries. As a result, concentration of credit
risk with respect to trade receivables is not significant.


3.      FIXED ASSETS AND OTHER ASSETS

The Consolidated Balance Sheets include the following amounts:

                                                JANUARY 31,      APRIL 30, 1999
                                                   2000
                                             ----------------   ----------------

                                              (in thousands of Canadian dollars)
      Accumulated  depreciation  and
        amortization included in fixed
        assets                                 $ 20,682           $ 16,027
                                             ================   ================

      Accumulated  amortization
        included  in  other  assets            $ 21,180           $ 17,600
                                             ================   ================


4.   FINANCIAL INSTRUMENTS AND CREDIT FACILITIES

The Company has entered into  receivables  purchase  agreements with third party
purchasers.  Under the  agreements,  the Company has the option to sell  certain
accounts  receivable on a recourse  basis.  The purchasers  have recourse in the
event of a trade dispute as defined in the receivables  purchase  agreements and
upon the occurrence of other specified  events. As at January 31, 2000 and April
30,  1999,  the  outstanding  balance of  accounts  receivable  sold under these
agreements was  approximately  US$6.5 million and US$6.9 million,  respectively.
The Company believes that none of the receivables sold are at risk of recourse.

The Company has a $20 million credit facility with the Royal Bank of Canada (the
"Bank").  The credit facility is made up of (i) a $10 million term loan facility
which bears interest at a rate of 1.5% over the bankers  acceptance  rate of the
Bank  from time to time and is  payable  on  February  1,  2001;  and (ii) a $10
million  revolving  line of credit which bears interest at the prime rate of the
Bank from time to time.  As at January 31, 2000,  the Company had drawn down the
$10 million term loan  facility and fixed the interest rate until April 20, 2000
at 6.77%. The Company had no borrowings  against its revolving line of credit as
at January 31, 2000.  The Company has granted as  collateral a general  security
agreement  over  JetForm's  assets,  including a pledge of the shares of certain
subsidiaries.  The loss incurred  during the three months ended January 31, 2000
constituted  an event of default  under the credit  facility with respect to the
unutilized $10 million revolving line of credit.

JetForm  hedges its U.S.  dollar net asset or  liability  position to reduce its
exposure to currency fluctuations.  To achieve this objective, JetForm primarily
enters into foreign  exchange  forward  contracts with major Canadian  chartered
banks,   and   therefore,   does  not   anticipate   non-performance   by  these
counterparties.  JetForm does not enter into foreign exchange forward  contracts
for speculative or trading purposes.  Gains and losses on these forward exchange
contracts are  recognized  and included in income as realized and offset against
foreign  exchange  gains and  losses on the  underlying  net asset or  liability
position.  As at January 31, 2000 the  Company did not have a  significant  U.S.
dollar exposure or any foreign exchange forward contracts oustanding.


5.   DELRINA OBLIGATION

On September 10, 1996, the Company acquired  certain assets,  including title to
intellectual  property,  related  to the  forms  software  group  (the  "Delrina
Assets")  of  Delrina   Corporation   ("Delrina"),   a  subsidiary  of  Symantec
Corporation of Cupertino, California, USA.

Under the asset  purchase  agreement,  the Company will make  unequal  quarterly
payments to Delrina,  from  September 27, 1996 to June 27, 2000. On February 12,
1998, the Company and Delrina  re-negotiated  certain terms of the Delrina Asset
Purchase  Agreement  whereby the  Company  agreed to  accelerate  payment of its
obligation  in  consideration  for a reduction in the effective  interest  rate,
resulting in a reduction in imputed interest charges.  In addition,  the amended
agreement  provided  that the Company may issue its Common  Shares to Delrina in
satisfaction  of a portion of its payment  obligations  provided  that:  (i) the
total market value of the Company's  Common  Shares held by Delrina  immediately
following  such issuance does not exceed US$14.0  million;  and (ii) the Company
continues to meet certain  registration  requirements  in respect of such issued
Common Shares. As at January 31, 2000, the Company believes that Delrina held no
Common Shares of the Company.

The current estimated fair value of the Delrina  obligation is approximately the
same as that recorded in these consolidated financial statements.


6.   INCOME TAXES

As at  January  31,  2000,  the  Company  had net  deferred  tax assets of $54.3
million, the principal components of which were temporary differences associated
with the  acquisition of in process  research and development and operating loss
carry  forwards.  The Company has  provided  for a valuation  allowance of $49.2
million.


7.  PROVISION FOR RESTRUCTURING COSTS

On March 17, 1999, the Corporation  announced a  restructuring  plan directed at
reducing costs. The key restructuring actions included:

     o Consolidation of management responsibilities and reduction in headcount.

     o Closure of redundant facilities.

     o Reduction  in the  carrying  value of certain  capital  assets  primarily
       related to past acquisitions.

     o Cancellation of certain commitments and other costs.

The following table  summarizes the activity in the provision for  restructuring
costs during the three months ended January 31, 2000:


                                       EMPLOYEE                          TOTAL
                                     TERMINATION  FACILITIES   OTHER   PROVISION

                                  ----------------------------------------------

  Balance, October  31, 1999......       $2,095    $2,436     $405      $ 4,936
  Cash payments...................        (583)     (468)     (48)       (1,099)
                                  ----------------------------------------------
  Balance, January 31, 2000......        $1,512    $1,968     $357      $ 3,837
                                  ==============================================

  Long term balance..............        $  453    $1,488     $158      $ 2,099
                                  ==============================================

During the three months ended January 31, 2000, the Company bought out the lease
obligation of its vacant Toronto  facilities  for $420,000.  The Company has not
been  successful  in  finding  alternative  arrangements  regarding  its  vacant
facilities in the United Kingdom.

Employee  terminations  include  salary  continuance  for which the  Company  is
contractually obligated to pay. All employees were terminated on or before April
30, 1999.


8.  SEGMENTED INFORMATION

Operating  segments  are  defined as  components  of an  enterprise  about which
separate  financial  information is evaluated  regularly by the Company's  Chief
Executive   Officer.   The  Company's   reportable   segments  include  Product,
Consulting,  and  Customer  Support.  The  Product  segment  engages in business
activities  from which it earns license  revenues  from the  Company's  software
products.  The Consulting  segment earns  revenues from  assisting  customers in
configuring,  implementing  and  integrating  the  Company's  products  and when
required,  customizing  products and designing  automated  processes to meet the
customers  specific business needs as well as providing all necessary  training.
The Customer  Support  segment  earns  revenues  through  after sale support for
software  products as well as providing  software  upgrades  under the Company's
maintenance and support programs.

The Company evaluates performance based on the contribution of each segment. The
Product  segment  costs  include  all  costs  associated  with  selling  product
licenses, consulting services, and customer support. The costs of the Consulting
and Customer  Support segments include all costs associated with the delivery of
the service to the customer.  Inter-segment  revenues as well as charges such as
depreciation and amortization,  interest expense,  and overhead  allocations are
not included in the  calculation of segment  profit.  The Company does not use a
measure of segment  assets to assess  performance  or allocate  resources.  As a
result, segment asset information is not presented.

The  following  table  sets  forth,  on a  comparative  basis  for  the  periods
indicated, the Company's segmented information:

                                 THREE MONTHS ENDED         NINE MONTHS ENDED
                                     JANUARY 31,               JANUARY 31,
                                  2000         1999          2000        1999

PRODUCT
   Revenues                      $ 10,630     $ 11,260     $ 37,255    $ 53,289
   Costs                            8,569       11,677       26,177      32,470
                                 --------     ---------    --------    --------
   Contribution                     2,061         (417)      11,078      20,819
                                 --------     ---------    --------    --------

CONSULTING
   Revenues                         4,576        6,587       15,551      17,990
   Costs                            2,123        3,126        6,776       9,593
                                 --------     ---------    --------    --------
   Contribution                     2,453        3,461        8,775       8,397
                                 --------     ---------    --------    --------

CUSTOMER SUPPORT
   Revenues                         5,913        5,875       16,434      16,736
   Costs                              923        1,271        2,399       3,040
                                 --------     ---------    --------    --------
   Contribution                     4,990        4,604       14,035      13,696
                                 --------     ---------    --------    --------

Total contribution                  9,504        7,648       33,888      42,912
Research and development           (4,305)      (3,958)     (11,973)    (11,055)
Other expenses                    (12,337)     (11,458)     (32,836)    (31,065)
Gain on sale of assets                 --           --        1,813          --
                                 --------     ---------    --------    ---------
Operating income (loss)           $(7,138)     $(7,768)     $(9,108)   $    792
                             ============= ============  =========== ===========


9.  RECENT ACCOUNTING PRONOUNCEMENTS

In December 1998, the American Institute of Certified Public Accountants (AICPA)
issued SOP 98-9 "Modification of SOP 97-2,  Software Revenue  Recognition,  With
Respect  to  Certain  Transactions".  The  adoption  of SOP  98-9  has not had a
material impact on the Company's results of operations and financial position.

In June  1998,  the  FASB  issued  SFAS  No.  133,  "Accounting  for  Derivative
Instruments and Hedging  Activities"  ("SFAS 133").  This statement  establishes
accounting  and  reporting  standards  for  derivative  instruments  and hedging
activities  and is effective for all fiscal  quarters of fiscal years  beginning
after June 15, 1999. In June 1999,  the FASB issued SFAS No.137 which delays the
effective  date of SFAS 133 until  fiscal years  beginning  after June 15, 2000.
Although the impact of SFAS 133 on the Company's  financial  disclosures  is not
known at this time, the Company will adopt SFAS 133 during the year ending April
30, 2002.


10.  THE YEAR 2000

The Year 2000 Issue  arises  because  many  computerized  systems use two digits
rather than four to identify a year.  Date-sensitive  systems may  recognize the
year 2000 as 1900 or some other date, resulting in errors when information using
year 2000 dates is processed.  In addition,  similar  problems may arise in some
systems  which use certain  dates in 1999 to  represent  something  other than a
date.  Although the change in date has occurred,  it is not possible to conclude
that all  aspects of the Year 2000 Issue that may affect the  entity,  including
those related to customers,  suppliers,  or other third parties, have been fully
resolved.



<PAGE>


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

     The following  discussion of the Company's results of operations and of its
liquidity  and  capital  resources  should  be  read  in  conjunction  with  the
information  contained  in the  accompanying  Unaudited  Consolidated  Financial
Statements and related Notes thereto,  together with management's discussion and
analysis of  financial  condition  and results of  operations  contained  in the
Company's  Report on Form 10-K for the fiscal  year ended  April 30,  1999.  The
following  discussion provides a comparative analysis of material changes in the
financial   condition   and  results  of  operations  of  the  Company  and  its
wholly-owned subsidiaries: JetForm Corporation (a Delaware corporation), JetForm
Pacific,  JetForm Nordic, JetForm France,  JetForm UK, JetForm Germany,  JetForm
Ireland,  and JetForm Japan for the three and nine months ended January 31, 2000
and 1999.

RESULTS OF OPERATIONS

     The Company's revenues and operating results have varied substantially from
period to period. With the exception of its consulting  services operation,  the
Company has  historically  operated  with little  backlog of orders  because its
software  products are  generally  shipped as orders are  received.  The Company
recognizes  product  revenue  when  orders  are  shipped,   or  for  irrevocable
commitment  license  agreements,  when the Company has  fulfilled  its  material
obligations  in  connection  therewith  and  there is  reasonable  assurance  of
collection.  As a  result,  product  revenue  in  any  period  is  substantially
dependent  on orders  booked and  shipped in that  period and on the  receipt of
irrevocable  commitment  license  agreements.  Product  revenue is  difficult to
forecast due to the fact that the Company's  sales cycle,  from initial trial to
multiple copy licenses,  varies  substantially  from customer to customer.  As a
result,  variations  in the  timing  of  product  sales  can  cause  significant
variations in operating results from period to period.

     The  following  table sets forth,  on a  comparative  basis for the periods
indicated,  the components of the Company's product margin,  service margin, and
product and service margin:

<TABLE>
<CAPTION>

                         THREE MONTHS ENDED JANUARY 31,                    NINE MONTHS ENDED JANUARY 31,
                  ---------------------------------------------     ---------------------------------------------
                          2000                    1999                     2000                     1999
                  ---------------------    --------------------     --------------------    ---------------------
                                                (in thousands of Canadian dollars)
<S>               <C>             <C>      <C>            <C>       <C>            <C>      <C>             <C>

Product revenue   $ 10,630        100%     $ 11,260       100%      $37,255        100%     $ 53,289        100%

Cost of product      2,828         27%        2,485        22%        7,600         20%        6,776         13%
                  ---------    --------    ---------    -------     --------     -------    ---------    --------
Product margin     $ 7,802         73%      $ 8,775        78%      $29,655         80%      $46,513         87%

                  =========    ========    =========    =======     ========     =======    =========    ========

Service revenue   $ 10,489        100%     $ 12,462       100%      $31,985        100%     $ 34,726        100%

Cost of service      3,037         29%        5,184        42%        9,694         30%       13,995         40%
                  ---------    --------    ---------    -------     --------     -------    ---------    --------
Service margin     $ 7,452         71%      $ 7,278        58%      $22,291         70%     $ 20,731         60%

                  =========    ========    =========    =======     ========     =======    =========    ========

Total revenues    $ 21,119        100%     $ 23,722       100%      $69,240        100%     $ 88,015        100%

Cost of product
  and service        5,865         28%        7,669        32%       17,294         25%       20,771         24%
                  ---------    --------    ---------    -------     --------     -------    ---------    --------
Product and
  service margin  $ 15,254         72%     $ 16,053        68%      $51,946         75%     $ 67,244         76%
                  =========    ========    =========    =======     ========     =======    =========    ========
</TABLE>



<PAGE>


        The following table presents,  for the periods  indicated,  consolidated
statements of operations data expressed as a percentage of total revenues:

<TABLE>
<CAPTION>

                                      THREE MONTHS ENDED            NINE MONTHS ENDED
                                          JANUARY 31,                  JANUARY 31,
                                    ------------------------     ------------------------
                                      2000         1999          2000          1999
                                    ----------    ----------     ----------    ----------
<S>                                      <C>           <C>            <C>           <C>

REVENUES
Product                                   50%           47%            54%           61%
Service                                   50%           53%            46%           39%
                                    ----------    ----------     ----------    ----------

                                         100%          100%           100%          100%
                                    ----------    ----------     ----------    ----------
COSTS AND EXPENSES
Cost of product                           13%           10%            11%            8%
Cost of service                           14%           22%            14%           16%
Sales and marketing                       51%           59%            48%           44%
General and administrative                23%           12%            14%            9%
Research and development                  20%           17%            17%           13%
Depreciation and amortization             12%           13%            11%           10%
Gain on sale of assets                     --            --            -3%            --
                                    ----------    ----------     ----------    ----------
                                         134%          133%           113%           99%
                                    ----------    ----------     ----------    ----------
OPERATING INCOME (LOSS)                  -34%          -33%           -13%            1%
Other Income                               1%            3%             2%            3%
                                    ----------    ----------     ----------    ----------

INCOME (LOSS) BEFORE TAXES               -32%          -29%           -11%            4%
Provision for income taxes                -1%           -1%            -1%           -2%
                                    ----------    ----------     ----------    ----------

NET INCOME (LOSS)                        -33%          -30%           -12%            2%
                                    ==========    ==========     ==========    ==========
</TABLE>


     The  following  table  provides  details of product  revenue by  geographic
segment and within North America, by distribution channel:

<TABLE>
<CAPTION>

                            THREE MONTHS ENDED JANUARY 31,         NINE MONTHS ENDED JANUARY 31,
                          -----------------------------------    -----------------------------------
                                                   INCREASE                                INCREASE
                            2000         1999      (DECREASE)      2000         1999       (DECREASE)
                          ----------   ---------   ----------    ----------   ---------    ---------
                                             (in thousands of Canadian dollars)
<S>                         <C>         <C>             <C>        <C>         <C>             <C>

PRODUCT REVENUE BY
REGION
North America               $ 6,256     $ 5,089          23%       $22,717     $36,154         -37%
Europe                        4,233       5,290         -20%        12,129      13,478         -10%
Rest of World                   141         881         -84%         2,409       3,657         -34%
                          ----------   --------                 ----------     -------
                            $10,630    $ 11,260          -6%       $37,255     $53,289         -30%
                          ==========   =========                 ==========   =========

PRODUCT REVENUE BY
Direct sales                $ 4,281     $ 2,895          48%       $ 9,664     $15,555         -38%
Reseller and OEM              1,975       2,194         -10%        13,053      20,599         -37%
                          ----------   --------                 ----------     -------
                            $ 6,256     $ 5,089          23%       $22,717     $36,154         -37%
                          ==========   =========                 ==========   =========

</TABLE>


<PAGE>


THREE MONTHS ENDED JANUARY 31, 2000,  COMPARED TO THREE MONTHS ENDED JANUARY 31,
1999

REVENUES

     TOTAL REVENUES. Total revenues decreased 11% to $21.1 million for the three
months  ended  January 31, 2000 from $23.7  million for the three  months  ended
January 31,  1999.  Total  revenues  consisted  of 50%  product  revenue and 50%
service revenue for the three months ended January 31, 2000.

     PRODUCT  REVENUE.  Product  revenue  decreased 6% to $10.6  million for the
three  months  ended  January 31, 2000 from $11.3  million for the three  months
ended January 31, 1999.  Product revenue derived from North America,  Europe and
Rest of World represented 59%, 40%, and 1%, respectively, of product revenue for
the three  months  ended  January 31,  2000,  as  compared  to 45%,  47% and 8%,
respectively, of product revenue for the three months ended January 31, 1999.

     The Company  attributes the decrease in product  revenue to external market
factors  including the Year 2000 issue, a shift towards Internet based solutions
from traditional  client/server  solutions, and the emergence of new competitors
selling pre-packaged solutions.

     The Year 2000 issue arises because many computerized systems use two digits
rather than four to identify a year.  Date  sensitive  systems may recognize the
Year 2000 as 1900 or some other date, resulting in errors when information using
Year 2000 dates is processed.  As a result, the Company's primary customer base,
large financial services  organizations and government agencies,  who are deeply
affected  by the Year 2000  problem due to their  reliance on computer  systems,
have  focused  their  information  technology  resources  on ensuring  Year 2000
readiness.  This  has  dramatically  impacted  the  Company's  ability  to  sell
enterprise wide licenses to these customers.

     The  Company  has also  experienced  a shift of focus by its  customers  to
Internet-based  solutions from more traditional  client/server solutions and the
emergence of new competitors  selling  pre-packaged  solutions.  The Company has
developed a comprehensive strategy to address both the market for Internet-based
solutions and prepackaged applications.  However, there can be no assurance that
revenue  derived from this  strategy  will be sufficient to offset the potential
decrease in revenue from the Company's client/server products.

     Product  revenue  derived from North America  increased 23% to $6.3 million
for the three  months  ended  January 31,  2000 from $5.1  million for the three
months  ended  January  31,  1999.  Product  revenue  from direct  sales,  which
represented 68% of North American product revenue, increased 48% to $4.3 million
for the three  months  ended  January 31,  2000 from $2.9  million for the three
months ended January 31, 1999.  Reseller and OEM sales, which represented 32% of
North  American  product  revenue,  decreased  10% to $2.0 million for the three
months  ended  January 31, 2000 from $2.2  million  for the three  months  ended
January 31, 1999.

     Product revenue  derived from Europe  decreased 20% to $4.2 million for the
three months ended January 31, 2000 from $5.3 million for the three months ended
January 31, 1999  primarily  due to decreased  licence  revenue from Germany and
Sweden.

     Product  revenue  derived from Rest of World  decreased 84% to $141,000 for
the three months ended January 31, 2000 from $881,000 for the three months ended
January 31, 1999,  primarily due to decreased licence revenue from Australia and
Japan.

     SERVICE  REVENUE.  Service  revenue  decreased 16% to $10.5 million for the
three  months  ended  January 31, 2000 from $12.5  million for the three  months
ended  January 31, 1999.  For both the three  months ended  January 31, 1999 and
2000,  maintenance and support revenue  remained  constant at $5.9 million.  The
Company's  consulting revenue decreased 31% to $4.6 million for the three months
ended  January 31, 2000 from $6.6 million for the three months ended January 31,
1999. For the three months ended January 31, 1999  consulting  revenue  included
$767,000 from Why Interactive which was sold in May 1999. Excluding revenue from
Why Interactive,  consulting  revenue decreased 21% primarily due to the general
decrease in product sales.


COSTS AND EXPENSES

     Costs and expenses are comprised of cost of product, cost of service, sales
and   marketing,   general  and   administrative,   research  and   development,
depreciation and amortization,  and other expenses.  Cost of product consists of
third party commissions, the cost of disks, manuals, packaging, freight, royalty
payments to vendors whose software is bundled with certain JetForm  products and
amortization of deferred product development costs. Cost of service includes all
costs  of  providing  technical  support,  training,  consulting,  custom  forms
development and application  development services.  Sales and marketing expenses
are principally  related to salaries and commissions paid to sales and marketing
personnel.  Research and development  expenses  include  personnel and occupancy
costs as well as the costs of software development, testing, product management,
quality  assurance and  documentation.  Depreciation and  amortization  includes
depreciation  of fixed  assets and  amortization  of other assets , goodwill and
distribution  rights  relating to various  acquisitions.  The Company  amortizes
goodwill and  distribution  rights over their expected useful lives. In general,
the Company  expects  goodwill from  acquisitions of technology to have a useful
life of not more than seven years and distribution  rights to have a useful life
of not more than fifteen years.

     TOTAL COSTS AND  EXPENSES.  Total costs and expenses were $28.3 million for
the three  months ended  January 31, 2000, a decrease of 10% from $31.5  million
for the three months ended January 31, 1999.

     COST OF  PRODUCT.  Cost of product  increased  14% to $2.8  million for the
three months ended January 31, 2000 from $2.5 million for the three months ended
January 31,  1999,  primarily  due to  increases  in third party  royalties  and
amortization of development  and  translation  costs charged to cost of product.
For the three months ended  January 31, 2000,  total  deferred  costs charged to
cost of product  increased to $952,000  from $839,000 for the three months ended
January 31, 1999. The product margin decreased to 73% for the three months ended
January 31, 2000 from 78% for the three months ended January 31, 1999, primarily
due to a  decrease  in  product  revenue  and an  increase  in  amortization  of
development and translation costs.

     COST OF  SERVICE.  Cost of service  decreased  41% to $3.0  million for the
three months ended January 31, 2000 from $5.2 million for the three months ended
January 31, 1999,  primarily as a result of a decrease in staff  resulting  from
the Company's  restructuring  in the fourth  quarter of fiscal year 1999 and the
sale of Why Interactive in May 1999. The service margin increased to 71% for the
three months ended  January 31, 2000 from 58% for the three months ended January
31, 1999  primarily as a result of the sale of Why  Interactive  which had lower
margins than other services.

     SALES AND MARKETING.  Sales and marketing  expenses  decreased 23% to $10.7
million for the three months ended  January 31, 2000 from $14.0  million for the
three  months  ended  January 31,  1999,  primarily as a result of a decrease in
sales and marketing  staff  resulting  from the Company's  restructuring  in the
fourth quarter of fiscal year 1999.

     GENERAL AND ADMINISTRATIVE.  General and administrative  expenses increased
77% to $4.8  million  for the three  months  ended  January  31,  2000 from $2.7
million  for  the  three  months  ended  January  31,  1999,  primarily  due  to
approximately  $2.3 million  relating to the write-off of a non-core  technology
investment and the departure of the Company's  Chief  Executive  Officer and one
other executive.  Excluding these charges,  general and administrative  expenses
decreased 7% to $2.5 million for the three months ended  January 31, 2000.  As a
percentage of total revenues, general and administrative expenses (excluding the
write-off and departure  charges)  remained constant at 12% for the three months
ended January 31, 2000 and 1999.

     RESEARCH AND DEVELOPMENT. Research and development expenses increased 9% to
$4.3 million for the three  months ended  January 31, 2000 from $4.0 million for
the three months ended  January 31,  1999,  primarily  due to an increase in the
number of  employees  and  related  costs.  During both the three  months  ended
January 31, 2000 and 1999,  the Company  capitalized  approximately  $900,000 of
software development costs.  Research and development expense was 40% and 35% of
product  revenue  for  the  three  months  ended  January  31,  2000  and  1999,
respectively.

     DEPRECIATION AND AMORTIZATION.  Depreciation and amortization decreased 19%
to $2.5 million for the three  months  ended  January 31, 2000 from $3.2 million
for the three months ended January 31, 1999,  primarily as a result of the write
down of certain intangible assets in the fourth quarter of fiscal year 1999.

     OPERATING  LOSS.  Operating  loss decreased 8% to an operating loss of $7.2
million for the three  months  ended  January 31, 2000 from $7.8 million for the
three months ended January 31, 1999.

     OTHER INCOME (EXPENSE). Interest and other income decreased to $311,000 for
the three months ended January 31, 2000 from $812,000 for the three months ended
January 31, 1999,  primarily due to a decrease in investment  income on cash and
cash equivalents.

     PROVISIONS FOR INCOME TAXES.  The Company recorded a provision for taxes of
$221,000 for the three months ended  January 31, 2000,  compared to $210,000 for
the three months ended January 31, 1999.


NINE MONTHS ENDED  JANUARY 31, 2000,  COMPARED TO NINE MONTHS ENDED  JANUARY 31,
1999

REVENUES

     TOTAL REVENUES.  Total revenues decreased 21% to $69.2 million for the nine
months  ended  January  31, 2000 from $88.0  million  for the nine months  ended
January 31,  1999.  Total  revenues  consisted  of 54%  product  revenue and 46%
service revenue for the nine months ended January 31, 2000.

     PRODUCT  REVENUE.  Product  revenue  decreased 30% to $37.3 million for the
nine months ended  January 31, 2000 from $53.3 million for the nine months ended
January 31, 1999. Product revenue derived from North America, Europe and Rest of
World  represented  61%, 33%, and 6%,  respectively,  of product revenue for the
nine  months  ended   January  31,  2000,  as  compared  to  68%,  25%  and  7%,
respectively, of product revenue for the nine months ended January 31, 1999. The
Company  attributes the decrease in product  revenue to external  market factors
including the Year 2000 issue,  a shift towards  Internet  based  solutions from
traditional  client/server  solutions, and the emergence new competitors selling
pre-packaged solutions.

     Product revenue  derived from North America  decreased 37% to $22.7 million
for the nine  months  ended  January  31,  2000 from $36.2  million for the nine
months  ended  January  31,  1999.  Product  revenue  from direct  sales,  which
represented 43% of North American product revenue, decreased 38% to $9.7 million
for the nine  months  ended  January  31,  2000 from $15.6  million for the nine
months ended January 31, 1999.  Reseller and OEM sales, which represented 57% of
North  American  product  revenue,  decreased  37% to $13.1 million for the nine
months  ended  January  31, 2000 from $20.6  million  for the nine months  ended
January 31, 1999.

     Product revenue derived from Europe  decreased 10% to $12.1 million for the
nine months ended  January 31, 2000 from $13.5 million for the nine months ended
January 31, 1999,  primarily due to decreased  licence  revenue from Germany and
Sweden.

     Product  revenue  derived from Rest of World  decreased 34% to $2.4 million
for the nine months ended January 31, 2000 from $3.7 million for the nine months
ended  January  31,  1999,  primarily  due to  decreased  licence  revenue  from
Australia and Japan.

     SERVICE REVENUE. Service revenue decreased 8% to $32.0 million for the nine
months  ended  January  31, 2000 from $34.7  million  for the nine months  ended
January 31, 1999.  For the nine months ended January 31, 2000,  maintenance  and
support  revenue  decreased 2% to $16.4  million from $16.7 million for the nine
months ended January 31, 1999. The Company's consulting revenue decreased 14% to
$15.6  million for the nine months ended January 31, 2000 from $18.0 million for
the nine months ended  January 31, 1999.  For the nine months ended  January 31,
1999 consulting  revenue  included $2.8 million from Why  Interactive  which was
sold in May 1999.  Excluding  revenue from Why Interactive,  consulting  revenue
increased 2%.

COSTS AND EXPENSES

     TOTAL COSTS AND  EXPENSES.  Total costs and expenses were $78.3 million for
the nine months ended January 31, 2000, a decrease of 10% from $87.2 million for
the nine months ended January 31, 1999.

     COST OF PRODUCT. Cost of product increased 12% to $7.6 million for the nine
months  ended  January  31, 2000 from $6.8  million  for the nine  months  ended
January 31,  1999,  primarily  as a result of the  increase in  amortization  of
deferred  development  costs.  For the nine months ended January 31, 2000, total
deferred  costs  charged to cost of product  increased to $2.6 million from $2.2
million for the nine months ended January 31, 1999. The product margin decreased
to 80% for the nine months  ended  January 31, 2000 from 87% for the nine months
ended  January 31, 1999  primarily  due to a decrease in product  revenue and an
increase in amortization of development and translation costs.

     COST OF SERVICE. Cost of service decreased 31% to $9.7 million for the nine
months  ended  January  31, 2000 from $14.0  million  for the nine months  ended
January  31,  1999,  primarily  as a result  of an  decrease  in the  number  of
employees  resulting from the Company's  restructuring  in the fourth quarter of
fiscal year 1999 and the sale of Why Interactive in May 1999. The service margin
increased  to 70% for the nine  months  ended  January 31, 2000 from 60% for the
nine months  ended  January 31,  1999,  primarily as a result of the sale of Why
Interactive which has lower margins than other services.

     SALES AND MARKETING.  Sales and marketing  expenses  decreased 14% to $33.2
million for the nine months  ended  January 31, 2000 from $38.5  million for the
nine months ended January 31, 1999, primarily as a result of a decrease in sales
and marketing  staff  resulting from the Company's  restructuring  in the fourth
quarter of fiscal year 1999.

     GENERAL AND ADMINISTRATIVE.  General and administrative  expenses increased
26% to $10.0  million  for the nine  months  ended  January  31,  2000 from $7.9
million  for  the  nine  months  ended  January  31,  1999,   primarily  due  to
approximately  $2.3  million of costs  relating to the  write-off  of a non-core
technology investment and the departure of the Company's Chief Executive Officer
and one other  executive.  Excluding these charges,  general and  administrative
expenses  decreased  3% to $7.7  million for the nine months  ended  January 31,
2000. As a percentage of total  revenues,  general and  administrative  expenses
(excluding  the write-off and departure  charges)  increased to 11% for the nine
months  ended  January 31, 2000 from 9% for the nine  months  ended  January 31,
1999.

     RESEARCH AND DEVELOPMENT. Research and development expenses increased 8% to
$12.0  million for the nine months ended January 31, 2000 from $11.1 million for
the nine months  ended  January 31,  1999,  primarily  due to an increase in the
number of employees and related costs. During both the nine months ended January
31,  2000 and 1999,  the  Company  capitalized  approximately  $2.7  million  of
software development costs.  Research and development expense was 32% and 21% of
product   revenue  for  the  nine  months  ended  January  31,  2000  and  1999,
respectively.

     DEPRECIATION  AND  AMORTIZATION.   Depreciation  and  amortization  expense
decreased  15% to $7.6 million for the nine months  ended  January 31, 2000 from
$9.0 million for the nine months ended  January 31, 1999,  primarily as a result
of the write down of certain  intangible  assets in the fourth quarter of fiscal
year 1999.

     OPERATING  INCOME  (LOSS).  Operating  income  decreased  to a loss of $9.1
million for the nine months  ended  January 31, 2000 from income of $792,000 for
the nine months ended January 31, 1999.

     OTHER INCOME (EXPENSE). Interest and other income decreased to $1.1 million
for the nine months ended January 31, 2000 from $2.9 million for the nine months
ended January 31, 1999, primarily due to a decrease in investment income on cash
and cash equivalents.

     PROVISIONS FOR INCOME TAXES.  The Company recorded a provision for taxes of
$605,000  for the nine months ended  January 31, 2000,  compared to $1.8 million
for the nine months ended January 31, 1999.


LIQUIDITY AND CAPITAL RESOURCES

     As at January 31, 2000 and April 30,  1999,  the Company had $36.0  million
and $47.3  million of cash and cash  equivalents  respectively.  During the nine
months ended January 31, 2000, the Company's cash and cash equivalents decreased
by $11.2  million,  primarily due to three  payments to Delrina  totaling  $19.6
million which was partly offset by cash inflows from operations.


OPERATIONS

     The Company decreased its investment in the non-cash  operating  components
of  working   capital  during  the  nine  months  ended  January  31,  2000,  by
approximately  $13.4 million,  primarily due to decreases in accounts receivable
and  prepaid  charges  offset by  decreases  in  accounts  payable  and  accrued
liabilities.

     The Company  purchased  approximately  $3.9  million of fixed assets in the
nine months ended  January 31,  2000.  The  purchases  of fixed assets  included
computer  hardware and software,  office equipment and furniture,  and leasehold
improvements.  During the nine  months  ended  January  31,  2000,  the  Company
increased its  investment in other assets by $3.3 million  related  primarily to
capitalized development costs.

     During the nine months ended January 31, 2000,  the Company  generated cash
of approximately  $333,000 relating to the Company's stock purchase plan and the
exercise of stock options by employees and others.


ACCOUNTS RECEIVABLE AND TERM ACCOUNTS RECEIVABLE

     Total accounts  receivable  and term accounts  receivable  decreased  $14.2
million to $34.7  million at January  31,  2000 from $48.9  million at April 30,
1999,  due to the  reduction  in  revenue,  the  Company's  increased  focus  on
collections,  and the Company's  decision to reduce  granting  extended  payment
terms.  Accounts receivable  decreased to $23.8 million at January 31, 2000 from
$29.3 million at April 30, 1999.  Term accounts  receivable,  which are accounts
receivable  with payment dates  exceeding the Company's  customary  trade terms,
decreased  by $8.7  million to $10.9  million as at January  31, 2000 from $19.6
million on April 30, 1999.

     Term accounts receivable primarily arise from the recording of revenue from
irrevocable   commitments   to  purchase   licenses   ("Irrevocable   Commitment
Licenses"). Under an Irrevocable Commitment License, a customer commits to pay a
minimum amount over a specified period of time in return for the right to use or
resell up to a  specific  number of copies of a  delivered  product  for a fixed
amount.  The amount of revenue recorded is the amount of the minimum  commitment
over the term of the license,  less deemed interest for that part of the license
term that is beyond the Company's customary trade terms.

     Payments under Irrevocable  Commitment Licenses are generally received from
the customer on the earlier of (i) installation of the Company's products by the
customer or delivery to its  customers or end users and (ii)  specified  minimum
payment  dates in the  license  agreement.  Amounts by which  revenues  recorded
exceed payments received are recorded as accounts receivable.  Payments that are
expected  beyond  the  Company's  customary  trade  terms are  recorded  as term
accounts  receivable.  Payments  that are expected to be received  more than one
year from the balance  sheet date,  are recorded as  non-current  term  accounts
receivable.  Total  license  fees  over the term of the  Irrevocable  Commitment
License  may be  greater  than the  minimum  commitment  initially  recorded  as
revenue.  Revenues  from  installations  or sales of the  Company's  products in
excess of the minimum  commitment  are  recorded by the Company as and when they
are reported by the customer.



DELRINA OBLIGATION

     On September 10, 1996, the Company acquired the Delrina Assets from Delrina
Corporation  ("Delrina"),  a subsidiary  of Symantec  Corporation  of Cupertino,
California.  Under the asset  purchase  agreement  (the "Delrina  Asset Purchase
Agreement"), the Company will make quarterly payments to Delrina, from September
27, 1996 to June 27, 2000.

     On February 12, 1998, the Company and Delrina  re-negotiated  certain terms
of the Delrina Asset Purchase Agreement whereby the Company agreed to accelerate
payment of its  obligation  in  consideration  for a reduction in the  effective
interest  rate which  will  result in a  reduction  in future  imputed  interest
charges. In addition,  the amended agreement provides that the Company may issue
its  Common  Shares to  Delrina  in  satisfaction  of a portion  of its  payment
obligations  provided that:  (i) the total market value of the Company's  Common
Shares  held by Delrina  immediately  following  such  issuance  does not exceed
US$14.0  million  thereafter;  and (ii) the Company  continues  to meet  certain
registration requirements in respect of such issued Common Shares. As at January
31,  2000,  the  Company  believes  that  Delrina  held no Common  Shares of the
Company.

     During the nine months ended January 31, 2000, the Company made payments of
approximately  US$13.2  million ($19.6 million) in satisfaction of its quarterly
obligations to Delrina. As at January 31, 2000, the next two scheduled quarterly
payments total US$2.0 million.


FINANCIAL INSTRUMENTS AND CREDIT FACILITY

     The Company has entered into  receivables  purchase  agreements  with third
party  purchasers.  Under the  agreements,  the  Company  has the option to sell
certain accounts receivable on a recourse basis. The purchasers have recourse in
the event of a trade dispute as defined in the receivables  purchase  agreements
and upon the occurrence of other  specified  events.  As at January 31, 2000 and
April 30, 1999, the outstanding  balance of accounts receivable sold under these
agreements were approximately  US$6.5 million and US$6.9 million,  respectively.
The Company believes that none of the receivables sold are at risk of recourse.

The Company has a $20 million credit facility with the Royal Bank of Canada. The
credit  facility is made up of (i) a $10 million term loan facility  which bears
interest  at a rate of 1.5% over the  bankers  acceptance  rate of the Bank from
time to time  and is  payable  on  February  1,  2001;  and  (ii) a $10  million
revolving line of credit which bears interest at the prime rate of the Bank from
time to time. As at January 31, 2000, the Company had drawn down the $10 million
term loan  facility and fixed the  interest  rate until April 20, 2000 at 6.77%.
The Company had no borrowings against its revolving line of credit as at January
31, 2000.  The Company has granted as  collateral a general  security  agreement
over JetForm's assets, including a pledge of the shares of certain subsidiaries.
The loss incurred during the three months ended January 31, 2000  constituted an
event of default under the credit  facility with respect to the  unutilized  $10
million revolving line of credit.

JetForm  hedges its U.S.  dollar net asset or  liability  position to reduce its
exposure to currency fluctuations.  To achieve this objective, JetForm primarily
enters into foreign  exchange  forward  contracts with major Canadian  chartered
banks,   and   therefore,   does  not   anticipate   non-performance   by  these
counterparties.  JetForm does not enter into foreign exchange forward  contracts
for speculative or trading purposes.  Gains and losses on these forward exchange
contracts are  recognized  and included in income as realized and offset against
foreign  exchange  gains and  losses on the  underlying  net asset or  liability
position.


PROVISION FOR RESTRUCTURING COSTS

     On March 17, 1999, the Corporation  announced a restructuring plan directed
at reducing costs. The key restructuring actions included:

     o    Consolidation   of  management   responsibilities   and  reduction  in
          headcount. o Closure of redundant facilities.

     o    Reduction in the carrying value of certain  capital  assets  primarily
          related to past acquisitions.

     o    Cancellation of certain commitments and other costs.

   The   following   table   summarizes   the  activity  in  the  provision  for
restructuring costs during the three months ended January 31, 2000:

<TABLE>
<CAPTION>

                                          EMPLOYEE                                  TOTAL
                                          TERMINATION      FACILITIES    OTHER      PROVISION
                                        ---------------- ------------ --------- ---------------
<S>                                          <C>          <C>         <C>          <C>

     Balance, October  31, 1999......        $2,095       $2,436      $405         $ 4,936
     Cash payments.....................       (583)        (468)      (48)         (1,099)
                                        ---------------- ------------ --------- ---------------
     Balance, January  31, 2000........      $1,512       $1,968      $357         $ 3,837
                                        ================ ============ ========= ===============

     Long term balance.................       $ 453       $1,488      $158         $ 2,099
                                        ================ ============ ========= ===============

</TABLE>


During the three months ended January 31, 2000, the Company bought out its lease
obligation of its vacant Toronto  facilities  for $420,000.  The Company has not
been  successful  in  finding  alternative  arrangements  regarding  its  vacant
facilities in the United Kingdom.

Employee  terminations  include  salary  continuance  for which the  Company  is
contractually obligated to pay. All employees were terminated on or before April
30, 1999.


THE YEAR 2000

What is commonly known as the Year 2000 issue arises  because many  computerized
systems  use two digits  rather  than four to  identify a year.  Date  sensitive
systems may  recognize  the Year 2000 as 1900 or some other date,  resulting  in
errors when  information  using Year 2000 dates is processed.  The effect of the
Year 2000 issue may be experienced before, on, or after January 1, 2000, and, if
not addressed,  the impact on operations and financial  reporting may range from
minor  errors to  significant  systems  failure  which could  affect an entity's
ability to conduct normal business operations.

The  Company  believes  that it has  successfully  implemented  the  systems and
programming  changes  necessary  to address the Year 2000 issues with respect to
its products and internal systems.  However, the risks from the inability of the
Company's software products or internal systems to properly function in the Year
2000 could result in increased  warranty costs,  customer  satisfaction  issues,
inability to ship products,  potential lawsuits, and other costs and liabilities
resulting from business  interruptions.  The amount of potential customer claims
arising  from the  advent of the Year  2000 and the  possible  inability  of the
Company's products to adequately handle date changes cannot be estimated.

As at January 31, 2000 the  Company  was not aware of any  significant  problems
resulting from the Year 2000 Issue. Although the change in date has occurred, it
is not  possible  to  conclude  that all aspects of the Year 2000 Issue that may
affect the Company,  including those related to customers,  suppliers,  or third
parties, have been fully resolved.



                                 PART II -- OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS

The Company is not a party to any material legal proceeding.



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

There were no reports on Form 8-K during the quarter.



<PAGE>


                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


                               JETFORM CORPORATION




          March 10, 2000             By:               /s/John Gleed
----------------------------------        --------------------------------------
               Date                                     John Gleed
                                           Chief Executive Officer and Director




          March 10, 2000             By:            /s/Jeffrey McMullen
----------------------------------        --------------------------------------
               Date                                  Jeffrey McMullen
                                             Vice President, Finance and Chief
                                                     Financial Officer