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

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                ----------------
                                    Form 10-Q

(Mark One)

     [X]  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
          Exchange Act of 1934

             FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999 OR

     [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934

                       For the Period From _____ to _____

                         Commission file number: 0-21010

                          Centura Software Corporation
            (Exact name of registrant as specified in its charter)

                  CALIFORNIA                             94-2874178
       (State or other jurisdiction of                (I.R.S. Employer
        incorporation or organization)             Identification Number)

 975 ISLAND DRIVE, REDWOOD SHORES, CALIFORNIA               94065
   (Address of principal executive offices)              (Zip Code)

      Registrant's telephone number, including area code: (650) 596-3400

         Securities registered pursuant to Section 12(b) of the Act:
                                     NONE

         Securities registered pursuant to section 12(g) of the Act:
                    COMMON STOCK, $.01 PAR VALUE PER SHARE

     Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.

                          Yes  X     No  
                              -----     -----

     As of April 30, 1999, there were 29,598,932 shares of the Registrant's 
Common Stock outstanding.
<PAGE>


                        CENTURA SOFTWARE CORPORATION
             FORM 10-Q for the Quarter Ended March 31, 1999

                                    INDEX



PART I  FINANCIAL INFORMATION
        Item 1.      Financial Statements and Supplementary Data
                     a)   Condensed Consolidated Balance Sheets at 
                          March 31, 1999 and December 31, 1998
                     b)   Condensed Consolidated Statements of 
                          Operations for the Three Months
                          Ended March 31, 1999 and 1998
                     c)   Condensed Consolidated Statements of Cash 
                          Flows for the Three Months Ended 
                          March 31, 1999 and 1998
                     d)   Notes to Condensed Consolidated Financial 
                          Statements

        Item 2.      Management's Discussion and Analysis of 
                     Financial Condition and Results of Operations

PART II OTHER INFORMATION
        Item 1.      Legal Proceedings

        Item 2.      Changes in Securities and Use of Proceeds

        Item 3.      Defaults in Senior Securities

        Item 4.      Submission of Matters to a Vote of Security 
                     Holders

        Item 5.      Other Information

        Item 6.      Exhibits and Reports on Form 8-K

<PAGE>
















                                  PART I 
                           FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                        CENTURA SOFTWARE CORPORATION
                   CONDENSED CONSOLIDATED BALANCE SHEETS
                                (Unaudited)
                   (IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
                                                       March 31,    December 31,
                                                        1999          1998
                                                     ------------  ------------
<S>                                                  <C>           <C>
                               ASSETS
Current Assets:
   Cash and cash equivalents.......................       $7,330        $6,414
   Accounts receivable, less allowances of $1,078
     and $1,321....................................       11,776        12,988
   Other current assets............................        3,970         3,627
                                                     ------------  ------------
     Total current assets..........................       23,076        23,029
Property and equipment, net........................        3,941         2,888
Capitalized software, net..........................        1,396         1,542
Other assets.......................................        1,408         1,913
                                                     ------------  ------------
     Total assets..................................      $29,821       $29,372
                                                     ============  ============

           LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
   Current portion of long-term obligations........         $405            $0
   Accounts payable................................       $2,834        $2,798
   Accrued compensation and related expenses.......        1,561         1,567
   Short-term borrowings...........................        2,251         2,663
   Other accrued liabilities.......................        1,454         1,744
   Deferred revenue................................       13,069        13,274
                                                     ------------  ------------
     Total current liabilities.....................       21,574        22,046
Other long-term liabilities........................          790            53
                                                     ------------  ------------

Stockholders' Equity:
   Preferred stock, no par value; 2,000 shares
    authorized; none issued an outstanding.........        --            --
   Common stock, par value $.01 per share; 60,000
    authorized; 29,598 shares issued and
      outstanding..................................       85,690        85,690
   Other comprehensive income......................         (346)         (426)
   Accumulated deficit.............................      (77,887)      (77,991)
                                                     ------------  ------------
     Total stockholders' equity ...................        7,457         7,273
                                                     ------------  ------------
     Total liabilities and stockholders' equity ...      $29,821       $29,372
                                                     ============  ============
</TABLE>
  THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONDENSED CONSOLIDATED 
                           FINANCIAL STATEMENTS.
<PAGE>




















































                        CENTURA SOFTWARE CORPORATION

              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                (Unaudited)
                   (IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
                                         Three Months Ended
                                             March 31,
                                        -------------------
                                          1999      1998
                                        --------- ---------
<S>                                     <C>       <C>
Net revenues:
   Product.............................   $7,097    $8,584
   Service.............................    5,272     4,188
                                        --------- ---------
     Net revenues......................   12,369    12,772
                                        --------- ---------
Cost of revenues:
   Product.............................      837     1,282
   Service.............................      956     1,096
                                        --------- ---------
     Cost of revenues..................    1,793     2,378
                                        --------- ---------
     Gross profit......................   10,576    10,394
                                        --------- ---------
Operating expenses:
   Sales and marketing.................    6,820     5,827
   Engineering and product development.    1,731     1,544
   General and administrative..........    1,617     1,710
                                        --------- ---------
     Total operating expenses..........   10,168     9,081
                                        --------- ---------
      Operating income.................      408     1,313
Other income (expense):
   Interest income.....................       56        47
   Interest expense....................      (68)     (201)
   Imputed value of warrants issued....      --       (441)
   Foreign currency gain (loss)........     (287)     (164)
                                        --------- ---------
Income before income taxes.............      109       554
Provision for income taxes.............        5         8
                                        --------- ---------
Net income.............................     $104      $546
                                        ========= =========

Basic net income per share.............    $0.00     $0.03
                                        ========= =========

Basic weighted average common shares...   29,598    20,566
                                        ========= =========

Diluted net income per share...........    $0.00     $0.03
                                        ========= =========

Diluted weighted average common shares.   29,651    20,613
                                        ========= =========
</TABLE>
  THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONDENSED CONSOLIDATED 
                           FINANCIAL STATEMENTS.
<PAGE>


















































                          CENTURA SOFTWARE CORPORATION

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
                                (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                            Three Months Ended
                                                                  March 31,
                                                          ----------------------
                                                             1999        1998
                                                          ----------  ----------
<S>                                                             <C>       <C>
Cash flows from operating activities:
  Net income..............................................     $104        $546
  Adjustments to reconcile net income to net cash
    provided by operating activities:
    Depreciation and amortization.........................      783         991
    Issuance of stock warrants............................       --         441
    Provision for doubtful accounts, sales returns
     and allowances.......................................     (210)         15
  Changes in assets and liabilities:
    Accounts receivable...................................    1,422         383
    Other current assets..................................      198         360
    Other assets..........................................      (30)         74
    Accounts payable and accrued liabilities..............     (260)     (2,190)
    Deferred revenue......................................     (205)       (900)
                                                          ----------  ----------
      Net cash provided by (used in) operating activities.    1,802        (280)
                                                          ----------  ----------
Cash flows from investing activities:
  Purchases of investments................................       --         (33)
  Acquisition of property and equipment...................     (258)        (26)
  Capitalization of software costs........................     (175)        (29)
  Capitalization of other intangibles.....................      (16)        (13)
                                                          ----------  ----------
      Net cash used in investing activities...............     (449)       (101)
                                                          ----------  ----------
Cash flows from financing activities:
  Proceeds from (repayment of) short-term borrowings, net.     (412)      1,375
  Repayment of capital lease obligation...................     (105)         --
  Proceeds from issuance of common stock, net.............       --       1,816
                                                          ----------  ----------
      Net cash provided by (used in)financing activities..     (517)      3,191
                                                          ----------  ----------
Effect of exchange rate changes on cash and cash
 equivalents..............................................       80         (60)
                                                          ----------  ----------
Net increase in cash and cash equivalents.................      916       2,750
Cash and cash equivalents at beginning of period..........    6,414       3,974
                                                          ----------  ----------
Cash and cash equivalents at end of period................   $7,330      $6,724
                                                          ==========  ==========


Supplemental disclosure of non cash financing activities:
    Conversion of operating lease to capital lease........   $1,300     $  --
    Conversion of convertible debt and accrued interest
      for common stock....................................    $ --      $12,251
                                                          ==========  ==========
</TABLE>
  THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONDENSED CONSOLIDATED
                            FINANCIAL STATEMENTS.
<PAGE>
















































CENTURA SOFTWARE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


1. Summary of Significant Accounting Policies

        Method of Preparation.  The condensed consolidated balance sheet as 
of March 31, 1999, the condensed consolidated statements of operations 
for the three month periods ended March 31, 1999 and 1998, and cash flows 
for the three month periods ended March 31, 1999 and 1998 have been 
prepared by Centura Software Corporation (the "Company") without audit. 
In the opinion of management, all adjustments necessary for a fair 
statement of the financial position, results of operations, and cash 
flows have been made for all periods presented. The financial data should 
be reviewed in conjunction with the audited financial statements and 
notes thereto included in the Company's Annual Report on Form 10-K for 
the year ended December 31, 1998. The results of operations for the three 
month period ended March 31, 1999, are not necessarily indicative of the 
operating results to be expected for the full year. 

        The December 31, 1998 balance sheet was derived from audited 
financial statements, but does not include all disclosures required by 
generally accepted accounting principles.   Such disclosures are 
contained in the Company's Annual Report on Form 10-K.

         Net Income Per Share.  Basic earnings per share is computed using 
the weighted-average number of shares of common stock. Diluted earnings 
per share is computed using the weighted-average number of shares of 
common stock, and common equivalent shares outstanding during the 
period. Common equivalent shares consist of stock options and warrants 
(using the treasury stock method).  Common equivalent shares are 
excluded from the computation if their effect is antidilutive.






















     The following is a reconciliation of the computation for basic
diluted EPS:
<TABLE>
<CAPTION>

                                     Three Months Ended
                                         March 31,
                                    -------------------
                                      1999      1998
                                    --------- ---------
                          (in thousands, except per share data)
<S>                                 <C>       <C>
Net income                              $104      $546
                                    ========= =========
Shares calculation:
  Average basic shares outstanding    29,598    20,566
Effect of dilutive securities:
  Options                                 53        47
Total shares used to compute        --------- ---------
  diluted earnings per share          29,651    20,613
                                    ========= =========

Earnings per basic share               $0.00     $0.03
                                    ========= =========

Earnings per diluted share             $0.00     $0.03
                                    ========= =========

</TABLE>

        Antidilutive options and warrants to purchase 8,906,670 and 
6,863,444 were outstanding at March 31, 1999 and March 31, 1998, 
respectively.

        Revenue Recognition.  The Company receives licensing fees from
certain resellers (including original equipment manufacturers) under
product licensing arrangements. Revenue from these resellers is recognized
upon shipment of product, if collection of the resulting receivable is 
probable and no ongoing vender obligation exists.  If an ongoing vendor 
obligation exists, such fees are recorded as revenue as product is sold 
and reported to the Company by the reseller.  For licensing agreements 
with end-users, fees are recognized upon shipment of product, if 
collection of the resulting receivable is probable and no ongoing vendor 
obligation exists.  If an ongoing vendor obligation exists, revenue is 
deferred based on vendor-specific objective evidence of the undelivered 
element.  If vendor-specific objective evidence does not exist for all 
undelivered elements, all revenue is deferred until sufficient evidence 
exists or all elements have been delivered. Service revenues from 
customer maintenance fees for ongoing customer support and product 
updates, including maintenance bundled with software licenses, is 
recognized ratably over the period of the contract. When licensing 
agreements terminate, the Company records any licensing fees previously 
not recognized. Revenue from other services, including training, are 
recognized as performed.  The Company also enters into agreements with 
certain of its distributors involving boxed product. Revenues from these 
distributors are generally recognized when the product is shipped and are 
reduced by management's estimate of anticipated stock exchanges based on 
historical experience. 

        Commencing January 1, 1999, the Company has recognized revenues in 
accordance with Statement of Position No. 98-9 ("SOP 98-9"), 
"Modification of SOP 97-2, Software Revenue Recognition, with Respect to 
Certain Transactions." During 1998, the Company recognized revenues in 
accordance with Statement of Position No. 97-2 ("SOP 97-2"), "Software 
Revenue Recognition."  Prior to 1998, the Company recognized revenues in 
accordance with Statement of Position No. 91-1, "Software Revenue 
Recognition."

        Comprehensive Income (Loss). The Company reports components of 
comprehensive income (loss) in its annual consolidated statement of 
shareholders' equity. Other comprehensive income (loss) consists of net 
income and foreign currency translation adjustments. The Company's total 
comprehensive earnings were as follows:

<TABLE>
<CAPTION>

                                     Three Months Ended
                                         March 31,
                                    -------------------
                                       1999      1998
                                    --------- ---------
                                        (in thousands)
<S>                                 <C>       <C>
Net income                              $104      $546
Other comprehensive gain (loss)           80       (68)
Total shares used to compute        --------- ---------
Total comprehensive income               184       478
                                    ========= =========

</TABLE>


"Accounting for the Costs of Computer Software Developed or Obtained 
for Internal Use" ("SOP 98-1").  SOP 98-1 provides guidance on 
capitalization of the costs incurred for computer software developed or 
obtained for internal use. It also provides guidance for determining 
whether computer software is internal-use software and on accounting for 
the proceeds of computer software originally developed or obtained for 
internal use and then subsequently sold to the public.  The Company has 
adopted the provisions of SOP 98-1.

        In June 1998, the Financial Accounting Standards Board ("FASB") 
issued Statement of Financial Accounting Standards No. 133, "Accounting 
for Derivative Instruments and Hedging Activities" ("SFAS 133").  
SFAS 133 establishes accounting and reporting standards for derivative 
instruments, including certain derivative instruments, embedded in other 
contracts, and for hedging activities. It requires that an entity 
recognize all derivatives as either assets or liabilities in the 
statement of financial position and measure those instruments at fair 
value.  The accounting for changes in the fair value of a derivative 
depends on the intended use of the derivative and the resulting 
designation.  The Company will adopt SFAS 133 in the first quarter of 
the fiscal year ending December 31, 2000 and has not yet evaluated the 
impact of adoption and its effects on the Company's results of 
operations, financial position, capital resources or liquidity.


2. Legal Proceedings

         As of March 31, 1999, to the best of the Company's knowledge there 
were no pending actions, potential actions, claims or proceedings against 
the Company that could reasonable be expected to result in material 
damages to the Company which would have a material adverse effect on its 
business, results of operations or financial condition. As noted in the 
"Legal Proceedings" section under "Risk Factors" above, the Company 
exists in a volatile legal and regulatory environment and it is not 
possible to anticipate or estimate the potential adverse impact of 
unknown claims or liabilities against the Company, its officers and 
directors, and as such no estimate is made in the Company's financial 
statements for such unknown claims or liabilities. 

3. Lease Change

        Effective January 1, 1999, the Company entered into a three-year, 
non-cancelable capital lease.  The lease bears interest at an annual 
rate of 7.95%. Leased assets were approximately $1,300,000 on a cost 
basis, and are being depreciated on a straight-line basis over periods 
ranging from three to five years.

4. Raima Merger

        On March 15, 1999 the Company entered into a binding agreement (the 
"Agreement") to acquire Raima? Corporation ("Raima"), a Seattle-based 
vendor of cross-platform micro databases and data management tools for 
real-time, Windows, and Unix-based applications. Except for a small cash 
component under certain limited circumstances, the acquisition will be a 
stock purchase, is expected to close on or before June 7, 1999, and is 
anticipated to be accounted for using the purchase method of accounting. 
Under the terms of the agreement, the former shareholders of Raima will 
receive a gross amount of 5,800,000 shares (subject to certain 
adjustments) of the Company's common stock. The Company subsequently 
registered the 5,800,000 shares under the Securities Act effective May 
13, 1999. It is a condition to the obligation of all parties to close the 
transaction that the Average Centura Trading Price (defined as the 
arithmetic mean of the closing sale price of the Company's common stock 
on the NASDAQ SmallCap Market for each of the ten (10) trading days 
ending on the day immediately preceding closing) be at least $1.00 per 
share.  Approximately 20% of the consideration payable to the former 
Raima shareholders will be subject to escrow which will be available to 
the Company to satisfy certain indemnification rights.  Approximately 
one-half of the consideration held in escrow not needed to satisfy 
pending claims will be released to the former Raima shareholders six 
months after closing, and the balance not needed to satisfy pending 
claims will be released one year after closing. 

If and when consummated, the merger will enable Centura to provide 
customers with a comprehensive cross-platform family of embeddable 
database solutions, including Windows NT, Windows 95/98 and Windows CE, 
widely used versions of Unix (Solaris, AIX, HP-UX, Unix Ware, BSD/OS and 
Linux) and Real Time Operating Systems.  There can be no assurance that 
the merger will become effective within the timeframe provided in the 
Agreement or, if effective, whether Raima? Corporation can be 
successfully integrated into the Company or that such integration efforts 
or other issues surrounding the acquisition will not have a material and 
adverse impact on the Company's business, operating results and financial 
condition.


5. Reclassifications

        In order to conform with the condensed consolidated balance sheet 
at December 31, 1998, and the condensed consolidated statement of cash 
flows for the three months ended March 31, 1999, certain 
reclassifications have been made to the condensed consolidated balance 
sheet and statement of cash flows for the three months ended March 31, 
1998.





































ITEM 2. Management's Discussion and Analysis of Financial Condition and 
        Results of Operations

        This Quarterly Report on Form 10-Q contains certain 
forward-looking statements within the meaning of Section 27A of the 
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 
1934. Actual results could differ materially from those projected in the 
forward-looking statements as a result of certain of the risk factors 
set forth below and elsewhere in this Quarterly Report on Form 10-Q. In 
evaluating the Company's business, prospective investors should 
carefully consider the following factors in addition to the other 
information presented in this report. 

        The following discussion should be read in conjunction with the 
unaudited condensed consolidated financial statements and notes thereto 
included in Part I-Item 1 of this Quarterly Report, and the audited 
consolidated financial statements and notes thereto, and Management's 
Discussion and Analysis of Financial Condition and Results of Operations 
included in the Company's Annual Report on Form 10-K for the year ended 
December 31, 1998.

Results of Operations:

        Net Product Revenues. Net product revenues decreased 17% to $7.1 
million for the three months ended March 31, 1999, from $8.6 million for 
the three months ended March 31, 1998. The decrease in product revenues 
is primarily due to decreases in the Centura Team Developer/SQLWindows 
and SQLBase product lines. Centura Team Developer/SQLWindows revenues 
decreased 32% to $1.5 million in the current quarter compared with $2.2 
million for the quarter ended March 31, 1998.  Although invoicing levels 
for SQLBase increased 17% as compared with the first quarter of 1998, 
SQLBase revenues decreased 14% to $5.3 million for the quarter ended 
March 31, 1999, as compared with $6.1 million for the quarter ended March 
31, 1998, primarily due to decreased amortization of deferred revenue.  
The decrease in Centura Team Developer/SQLWindows revenue is primarily 
attributable to decreased levels of invoicing compared with the quarter 
ended March 31, 1998. International product revenues accounted for 
$4.0 million or 56% and $4.7 million or 55% of net product revenues for 
the three months ended March 31, 1999 and 1998, respectively. The 
decrease in international product revenues are primarily due to decreased 
sales in Latin America.

        Net Service Revenues.  Net service revenues increased 26% to $5.3 
million for the quarter ended March 31, 1999, from $4.2 million for the 
quarter ended March 31, 1998. The increase was primarily due to increased 
amortization of license maintenance support. International sales 
accounted for $2.8 million or 52% and $2.1 million or 50% of total net 
service revenues for the quarters ended March 31, 1999 and 1998, 
respectively.

         Cost of Product Revenues.  Cost of product revenues includes the 
cost of production and the amortization of capitalized software. Cost of 
product revenues decreased 35% to $0.8 million for the quarter ended 
March 31, 1999, as compared with $1.3 million in the first quarter of 
1998. The decrease in cost of product revenues was due primarily to a 
decrease in royalty costs and amortization of capitalized software. The 
decrease royalty costs was principally due to the write off of assets in 
the quarter ended March 31, 1998, which were not anticipated to be 
recoverable over future periods. The decrease in amortization of the 
capitalized software costs from March 31, 1998 is due primarily to the 
write-off of certain capitalized software costs which were not 
anticipated to be recoverable in future periods. Cost of product revenues 
as a percentage of product revenues decreased to 12% from 15% for the 
quarters ended March 31, 1999 and 1998, respectively.

        In accordance with Statement of Financial Accounting Standards No. 
86, "Accounting for the Costs of Computer Software to be Sold, Leased or 
Otherwise Marketed", the Company capitalizes internal development costs 
on a project when the technological feasibility of such project has been 
determined. The Company ceases capitalizing such expenses when the 
products derived from the project are released for sale. The capitalized 
costs are then amortized ratably over the useful life of the products, 
generally estimated to be two to three years. Amortization of capitalized 
software costs, which include the software purchased from third parties, 
were $321,000 and $506,000 for the three month period ended March 31, 
1999 and 1998, respectively.

        Cost of Service Revenues.  Cost of service revenues consists 
primarily of personnel costs related to technical support training and 
product license maintenance. Cost of service revenues decreased to 
$1.0 million from $1.1 million for the three month periods ended March 
31, 1999 and 1998, respectively. Cost of service revenues as a percentage 
of net service revenues were 18% and 26% for the quarters ended March 31, 
1999 and 1998, respectively.  The decrease was due principally to a 
reduction of the Company's work force, outsourcing of front-end telephone 
support, and the streamlining of operations.

Sales and Marketing Expenses.  Sales and marketing expenses were 
$6.8 million, or 55% of net revenues, for the quarter ended March 31, 
1999, compared with $5.8 million, or 46% of net revenues, for the quarter 
ended March 31, 1998. The increase in sales and marketing expense in the 
aggregate and as a percentage of net revenues is due to planned increased 
staffing in the Company's sales and marketing organization.

Engineering and Product Development Expenses.  The table below sets forth 
gross engineering and product development expenses, capitalized software 
development costs, and net research and development expenses in dollar 
amounts and as a percentage of net revenues for the periods indicated: 

<TABLE>
<CAPTION>

                                     Three Months Ended
                                         March 31,
                                    -------------------
                                       1999      1998
                                    --------- ---------
                                        (in thousands)
<S>                                 <C>       <C>
Gross engineering and product
  development costs                   $1,906    $1,573
Capitalized software development
  costs                                 (175)      (29)
                                    --------- ---------
Net engineering and product
  development expenses                 1,731     1,544
                                    ========= =========

As a percentage of net revenues:
  Gross engineering and product
    development expenses                15.4%     12.3%
  Net engineering and product
    development expenses                14.0%     12.1%

</TABLE>

        Engineering and product development expenses increased 12% to $1.7 
million from $1.5 million for the quarters ended March 31, 1999 and 1998 
respectively.  The increase is due primarily to increases in personnel as 
the Company expands its efforts to leverage core technologies into next 
generation products. The Company believes that the development of new 
products and the enhancement of existing products  are essential to its 
continued success, and the Company intends to continue to devote 
substantial resources to new product development.

        General and Administrative Expenses.  General and administrative 
expenses are comprised primarily of staffing and related expenses, rent 
and facilities expense, depreciation, and outside services.  General and 
administrative expenses decreased 5% to $1.6 million from $1.7 million 
for the quarters ended March 31, 1999 and 1998, respectively. The 
decrease is due primarily to decreases in rent expense from the prior 
year.

        Other Income (Expense), Net.  Other income (expense), net is 
comprised of interest income, interest expense, gains or losses on 
foreign currency transactions, and the imputed value of warrants issued 
in connection with debt conversion. For the quarter ended March 31, 1999 
other income (expense) decreased 61% to $(0.3) million from $(0.8) in the 
same quarter of the prior year.  The decrease is primarily attributable 
to the imputed value of warrants issued and decreases in interest expense 
in connection with the debt conversion which occurred in the first 
quarter of 1998 - offset by increases in net losses on foreign currency 
transactions.

        Provision for Income Taxes.  The provision for income taxes 
primarily relates to foreign withholding taxes. Due to the availability 
of net operating loss carryforwards arising in prior years, no provision 
for U.S. income taxes was made for the three-month period ended March 31, 
1999 and 1998. 

        Year 2000 Issue. Some computers, software, and other equipment
include programming code in which calendar year data is abbreviated to 
only two digits. As a result of this design decision, some of these 
systems could fail to operate or fail to produce correct results if "00" 
is interpreted to mean 1900, rather than 2000.  These problems are 
widely expected to increase in frequency and severity as the year 2000 
approaches, and are commonly referred to as the "Millennium Bug" or 
"Year 2000 Problem".

        Assessment.  The Year 2000 Problem could affect computers, 
software, and other equipment used, operated, or maintained by the 
Company.  Accordingly, the Company is reviewing its internal computer 
programs and systems to ensure that the programs and systems will be 
Year 2000 compliant.  The Company presently believes that its computer 
systems will be Year 2000 compliant in a timely manner.  However, while 
the estimated cost of these efforts is not expected to be material to 
the Company's financial position or any year's results of operations, 
there can be no assurance to this effect.

        Software Sold to Consumers.  All current products developed by 
Centura are designed to allow developers to record, store and process 
and present calendar dates occurring on or after January 1, 2000 with 
the same degree of accuracy that such products process dates occurring 
before such date. However, customers that may not be compliant may 
experience cash flow difficulties and could negatively affect the 
Company's accounts receivables Days Sales Outstanding (DSO) or bad debt 
reserves.  The Company has requested compliance letters from its large 
customers.  Moreover, the Company has created Centura Team2000, which is 
a service that determines whether any application built in CTD or 
SQLWindows is Year 2000 compliant.  The Company charges for this 
service, but does not, however, mandate that the service be purchased.  
This is a proactive step to mitigate possible damage that may result 
from customer non-compliance.

        Internal Infrastructure.  The Company believes that it has 
identified substantially all of the major computers, software 
applications, and related equipment used in connection with its internal 
operations that must be modified, upgraded, or replaced to minimize the 
possibility of a material disruption to its business.  The Company has 
commenced the process of modifying, upgrading, and replacing major 
systems that have been identified as adversely affected, and expects to 
complete this process in a timely manner.

        Systems Other than Information Technology Systems. In addition to 
computers and related systems, the operation of office and facilities 
equipment, such as fax machines, photocopiers, telephone switches, 
security systems, and other common devices may be affected by the Year 
2000 Problem.  The Company is currently assessing the potential effect 
of, and costs of remediating, the Year 2000 Problem on its office and 
facilities equipment.

        The  Company  estimates the total cost to the Company of 
completing any required modifications, upgrades, or replacements of 
these internal systems will not have a material  adverse effect on the  
Company's business or results of operations.  This estimate is being 
monitored and will be revised as additional information becomes 
available.

        Suppliers.  The  Company has  initiated  communications  with 
third  party suppliers of the major computers,  software, and other 
equipment used, operated, or maintained by the Company to identify and, 
to the extent possible, to resolve issues involving the Year 2000 
Problem.  However, the Company has limited or no control over the 
actions of these third party suppliers. Thus, while the Company expects 
that it will be able to resolve any significant Year 2000 Problems with 
these systems, there can be no assurance that these suppliers will 
resolve any or all Year 2000 Problems with these systems before the 
occurrence of a material disruption to the business of the Company or 
any of its customers.  Any failure of these third parties to resolve 
Year 2000 problems with their systems in a timely manner could have a 
material adverse effect on the Company's business, financial condition, 
and results of operation.

        Customers.  The Company has initiated communications with its 
customers to identify and, to the extent possible, to resolve issues 
involving the Year 2000 Problem.  However, the Company has limited or no 
control over the actions of its customers. Thus, while the Company 
expects that it will be able to resolve any significant Year 2000 
Problems with its internal systems and products, there can be no 
assurance that its customers will resolve any or all Year 2000 Problems 
with their systems before the occurrence of a material disruption to the 
business of the Company.  Any failure of these third parties to resolve 
Year 2000 problems with their systems in a timely manner could have a 
material adverse effect on the Company's business, financial condition, 
and results of operation.

        Disclaimer. Management believes that it is not possible to 
determine with complete certainty that all Year 2000  Problems affecting 
the Company have been identified or corrected.  The number of devices 
that could be affected and the interactions among these devices are 
simply too numerous.  In addition, one cannot accurately predict how 
many Year 2000 Problem-related failures will occur, or the severity, 
duration, or financial consequences of these perhaps inevitable 
failures. The discussion of the Company's efforts, and management's 
expectations, relating to Year 2000 compliance are forward-looking 
statements.  The Company's ability to achieve Year 2000 compliance and 
the level of incremental costs associated  therewith, could be adversely 
impacted by, among other things, the availability and cost of 
programming and testing resources, vendors' ability to modify 
proprietary software, and unanticipated problems identified in the 
ongoing compliance review.

        While the Company has commenced the implementation of Year 2000 
related upgrades appropriate for the Company's internal systems and 
equipment and Year 2000 compliance issues in the systems of customers, 
vendors and other related parties, there can be no assurance that 
problems will not arise as a result of the Year 2000 issue.

Raima Merger:

        On March 15, 1999 the Company entered into a binding agreement (the 
"Agreement") to acquire Raima? Corporation ("Raima"), a Seattle-based 
vendor of cross-platform micro databases and data management tools for 
real-time, Windows, and Unix-based applications. Except for a small cash 
component under certain limited circumstances, the acquisition will be a 
stock purchase, is expected to close on or before June 7, 1999, and is 
anticipated to be accounted for using the purchase method of accounting. 
Under the terms of the agreement, the former shareholders of Raima will 
receive a gross amount of 5,800,000 shares (subject to certain 
adjustments) of the Company's common stock. The Company subsequently 
registered the 5,800,000 shares under the Securities Act effective May 
13, 1999. It is a condition to the obligation of all parties to close the 
transaction that the Average Centura Trading Price (defined as the 
arithmetic mean of the closing sale price of the Company's common stock 
on the NASDAQ SmallCap Market for each of the ten (10) trading days 
ending on the day immediately preceding closing) be at least $1.00 per 
share.  Approximately 20% of the consideration payable to the former 
Raima shareholders will be subject to escrow which will be available to 
the Company to satisfy certain indemnification rights.  Approximately 
one-half of the consideration held in escrow not needed to satisfy 
pending claims will be released to the former Raima shareholders six 
months after closing, and the balance not needed to satisfy pending 
claims will be released one year after closing. 

       If and when consummated, the merger will enable Centura to provide 
customers with a comprehensive cross-platform family of embeddable 
database solutions, including Windows NT, Windows 95/98 and Windows CE, 
widely used versions of Unix (Solaris, AIX, HP-UX, Unix Ware, BSD/OS and 
Linux) and Real Time Operating Systems.  There can be no assurance that 
the merger will become effective within the timeframe provided in the 
Agreement or, if effective, whether Raima? Corporation can be 
successfully integrated into the Company or that such integration efforts 
or other issues surrounding the acquisition will not have a material and 
adverse impact on the Company's business, operating results and financial 
condition.

Liquidity and Capital Resources:

        At March 31, 1999, the Company had a positive working capital 
position of $1.5 million, including a liability for deferred revenues of 
$13.1 million.  Excluding deferred revenues, working capital would have 
been $14.6 million.   This represents an increase in working capital 
exclusive of deferred revenue of $0.3 million from December 31, 1998.  
Net cash provided by operating activities for the three months ended 
March 31, 1999 was $1.7 million, which resulted primarily from decreases 
in accounts receivable. Cash used in investing activities totaled $0.4 
million, which related primarily to the purchase of equipment and 
capitalization of software development costs.  Cash used in financing 
activities totaled $0.5 million, and related to repayment of short-term 
borrowings. In addition, effective January 1, 1999, the Company entered 
into a three-year, non-cancelable capital lease.  The lease bears 
interest at an annual rate of 7.95%. Leased assets were approximately 
$1,300,000 on a cost basis, and are being depreciated on a straight-line 
basis over periods ranging from three to five years.

         At March 31, 1999 the Company had $4.8 million in unsecured 
foreign currency forward contracts, denominated in various currencies, 
as part of a program to hedge the financial exposure arising from 
foreign denominated monetary assets and liabilities.

        The deferred product and support revenues of $13.1 million at 
March 31, 1999 reflects a delay in recognition of revenue in accordance 
with Generally Accepted Accounting Principles and requires minimal use 
of future resources of the Company.

        The Company has an asset based loan facility with Coast Business 
Credit, (the "Facility"), which provides borrowings of up to 
$5,000,000, secured by the Company's accounts receivable, combined with a 
$500,000 capital equipment facility. The Facility bears interest at 2.25% 
above the Bank of America Reference Rate, and provides for the ability to 
reduce interest cost based on the achievement of certain financial 
covenants. The Facility also requires that the Company maintain a minimum 
net worth of negative $8.0 million. The Facility matures in January 2000 
and provides for the ability to extend the agreement for one year at the 
option of the Company. As of March 31, 1999 there was $2,251,000 drawn 
against the Facility, and having achieved certain financial covenants, 
the Company realized an interest rate on funds drawn of 1.75% above the 
Bank of America Reference Rate. 

         The Company believes that expected cash flows from operations and 
existing cash balances, will be sufficient to meet the Company's 
currently anticipated working capital and capital expenditure 
requirements for the next 12 months. The Company may, however, choose to 
raise cash for operational or other needs sometime in the future.  If 
the Company needs further financing, there can be no assurance that it 
will be available on reasonable terms or at all.  Any additional equity 
financing will result in dilution to the Company's Stockholders.

        The Company's capital requirements also may be affected by 
acquisitions of businesses, products and technologies that are 
complementary to the Company's business, which the Company may consider 
from time to time. The Company regularly evaluates such opportunities. 
Any such transaction, if consummated, may further reduce the Company's 
working capital or require the issuance of equity. 

Quantitative and Qualitative Disclosure about Market Risk

        The Company enters into short-term forward contracts to reduce the 
risks associated with foreign currency fluctuations. For the quarter 
ended March 31, 1999, the Company recognized a loss of $349,000 related 
to foreign currency fluctuations. At March 31, 1999, the Company had 
$4,788,000 in forward contracts denominated in five currencies: German 
Deutsche Marks, British Pound Sterling, Netherlands Guilders, Italian 
Lira and Australian Dollars. The carrying value of the instruments 
approximate their fair value as the Company records entries to 
"mark-to-market" the respective contracts on a monthly basis. The 
respective gains and losses from forward contracts are included in other 
income (expense). 

Factors That May Affect Future Results:

        The Company has experienced in the past and expects in the future 
to continue to experience significant fluctuations in quarterly operating 
results. The Company has at times recognized a substantial portion of its 
net revenues in the last month or last few weeks of a quarter. The 
Company generally ships products as orders are received and, therefore, 
has little or no backlog. As a result, quarterly sales and operating 
results generally depend on a number of factors that are difficult to 
forecast, including, among others, the volume and timing of and ability 
to fulfill orders received within the quarter. Operating results also may 
fluctuate due to factors such as demand for the Company's products, 
introduction, localization or enhancement of products by the Company and 
its competitors, market acceptance of new products, reviews in the 
industry press concerning the products of the Company or its competitors, 
changes or anticipated changes in pricing by the Company or its 
competitors, mix of distribution channels through which products are 
sold, mix of products sold, returns from the Company's distributors and 
general economic conditions. As a result, the Company believes that 
period-to-period comparisons of its results of operations are not 
necessarily meaningful and should not be relied upon as any indication of 
future performance. 

        In addition, because the Company's staffing and other operating 
expenses are based in part on anticipated net revenues, a substantial 
portion of which may not be generated until the end of each quarter, 
delays in the receipt or shipment of orders and ability to achieve 
anticipated revenue levels can cause significant variations in operating 
results from quarter to quarter. The Company may be unable to adjust 
spending in a timely manner to compensate for any unexpected revenue 
shortfall. Accordingly, any significant shortfall in sales of the 
Company's products in relation to the Company's expectations could have 
an immediate adverse impact on the Company's business, operating results 
and financial condition. In addition, the Company currently intends to 
increase its operating expenses to fund greater levels of sales and 
marketing operations and expand distribution channels. To the extent that 
such expenses proceed or are not subsequently followed by increased net 
revenues, the Company's business, operating results and financial 
condition could be materially and adversely affected. 

        In the future, the Company may make acquisitions of complementary 
companies, products or technologies. Managing acquired businesses entails 
numerous operational and financial risks, including difficulties in 
assimilating acquired operations, diversion of management's attention to 
other business concerns, amortization of acquired intangible assets and 
potential loss of key employees or customers of acquired operations. 
There can be no assurance that the Company will be able to effectively 
complete or integrate acquisitions, and failure to do so could have a 
material adverse effect on the Company's operating results. As of the 
date hereof, the Company has no understanding or agreement with any other 
entity regarding any potential acquisition or combination, the 
consummation of which is probable. 

         Dependence On Key Personnel.  The Company's future performance is 
substantially dependent on the performance of its executive officers and 
key product development, technical, sales, marketing and management 
personnel.  The Company does not have employment or non-competition 
agreements with any of its employees. The loss of the services of any 
executive officer or other key technical or management personnel of the 
Company for any reason could have a material adverse effect on the 
business, operating results and financial condition of the Company. 

        The future success of the Company also depends on its continuing 
ability to identify, hire, train, motivate and retain other highly 
qualified technical and managerial personnel.  Competition for such 
personnel is intense and there can be no assurance that the Company will 
be able to attract, assimilate or retain other highly qualified 
technical and managerial personnel in the future.  The inability to 
attract and retain the necessary technical and managerial personnel 
could have a material and adverse effect upon its business, operating 
results and financial condition.

        Recent Company Losses; Fluctuations In Quarterly Results.  The 
Company has experienced in the past and may in the future continue to 
experience significant fluctuations in quarterly operating results.  The 
Company reported a profit of $2.1 million for fiscal year ended December 
31, 1998, a loss of $0.6 million for fiscal year 1997, and a profit of 
$2.0 million for 1996.  There can be no assurance that the restructuring 
efforts the Company has engaged in to date will be successful or that 
the Company will be able to sustain profitability on a quarterly or 
annual basis.  Many of the Company's product licensing arrangements are 
subject to revenue recognition on a per-unit deployed basis as the 
Company's deferred obligation to such customers is gradually 
extinguished.  Revenue recognition in such cases is therefore dependent 
upon the business activities of the Company's customers and the timely 
and accurate reporting of such activities to the Company, which makes 
predictability of the related revenue extremely uncertain.  In addition, 
quarterly operating results of the Company will depend on a number of 
other factors that are difficult to forecast, including, general market 
demand for the Company's products; the size and timing of individual 
orders during a quarter; the Company's ability to fulfill such orders; 
introduction, localization or enhancement of products by the Company; 
delays in the introduction and/or enhancement of products by the Company 
and its competitors; market acceptance of new products; reviews in the 
industry press concerning the products of the Company or its 
competitors; software "bugs" or other product quality problems; 
competition and pricing in the software industry; sales mix among 
distribution channels; customer order deferrals in anticipation of new 
products; reduction in demand for existing products and shortening of 
product life cycles as a result of new product introductions; changes in 
operating expenses; changes in the Company's strategy; personnel 
changes; foreign currency exchange rates; mix of products sold; 
inventory obsolescence; product returns and rotations; and general 
economic conditions.  Sales of the Company's products also may be 
negatively affected by delays in the introduction or availability of new 
hardware and software products from third parties.  The Company's 
financial results also may vary as a result of seasonal factors 
including year and quarter end purchasing and the timing of marketing 
activities, such as industry conventions and tradeshows.

        Stock Option Plans. From time to time, the Company issues shares 
of common stock pursuant to its 1992 Employee Stock Purchase Plan and 
pursuant to options granted under its 1995 Incentive Stock Option Plan, 
1998 Employee Stock Option Plan (for non-officer employees) and 1996 
Directors' Stock Option Plan. Additional options remain outstanding and 
are exercisable pursuant to the Company's 1986 Incentive Stock Option 
Plan, which terminated in July 1996.  In addition, the Company has 
issued non-plan options to the Company's Chief Executive Officer, Chief 
Financial Officer and Sr. Vice President of Alliances, exercisable for a 
total of 1,500,000 shares.  

        New Product Risks; Rapid Technological Change.  The markets for 
the Company's software products and services are characterized by rapid 
technological developments, evolving industry standards, swift changes 
in customer requirements and computer operating environments, and 
frequent new product introductions and enhancements.  As a result, the 
success of the Company depends substantially upon its ability to 
continue to enhance existing products, develop and introduce in a timely 
manner, new products incorporating technological advances and meet 
increasing customer expectations, all on a timely and cost-effective 
basis.  To the extent one or more competitors introduce products that 
better address customer needs, the Company's businesses could be 
adversely affected. The Company's success will also depend on the 
ability of its primary products, SQLBASE, SQLBASE SAFEGARDE, CENTURA 
TEAM DEVELOPER, SQLWINDOWS, CENTURA NET.DB, and SQLHOST, to perform well 
with existing and future leading, industry-standard application software 
products intended to be used in connection with RDBMS.  Any failure to 
deliver these products as scheduled or their failure to achieve early 
market acceptance as a result of competition, technological change, 
failure of the Company to timely release new versions or upgrades, 
failure of such upgrades to achieve market acceptance or otherwise, 
could have a material adverse effect on the business, operating results 
and financial condition of the Company.  In addition, commercial 
acceptance of the Company's products and services could be adversely 
affected by critical or negative statements or reports by industry and 
financial analysts concerning the Company and its products, or other 
factors such as the Company's financial performance.  If the Company is 
unable to develop and introduce new products or enhancements to existing 
products in a timely manner in response to changing market conditions or 
customer requirements, its business, operating results and financial 
condition could be materially and adversely affected. 

        The Company depends substantially upon internal efforts for the 
development of new products and product enhancements.  The Company has 
in the past experienced delays in the development of new products and 
product versions, which resulted in loss or delays of product revenues, 
and there can be no assurance that the Company will not experience 
further delays in connection with its current product development or 
future development activities.  Also, software products as complex as 
those offered by the Company may contain undetected errors when first 
introduced or as new versions are released. The Company has in the past 
discovered software errors in certain of its new products and 
enhancements, respectively, after their introduction.  Although the 
Company has not experienced material adverse effects resulting from any 
such errors to date, there can be no assurance that errors will not be 
found in new products or releases after commencement of commercial 
shipments, resulting in adverse product reviews and a loss of or delay 
in market acceptance, which could have a material adverse effect upon 
the Company's business, operating results and financial condition. 

        From time to time, the Company or its competitors may announce new 
products, product versions, capabilities or technologies that have the 
potential to replace or shorten the life cycles of the Company's 
existing products.  The Company has historically experienced increased 
returns of a particular product version following the announcement of a 
planned release of a new version of that product.  The Company provides 
allowances for anticipated returns, and believes its existing policies 
result in the establishment of allowances that are adequate, and have 
been adequate in the past, but there can be no assurance that product 
returns will not exceed such allowances in the future. The announcement 
of currently planned or other new products may cause customers to delay 
their purchasing decisions in anticipation of such products, which could 
have a material adverse effect on business, operating results and 
financial condition of the Company. 

        Year 2000 Issue. Some computers, software, and other equipment 
include programming code in which calendar year data is abbreviated to 
only two digits. As a result of this design decision, some of these 
systems could fail to operate or fail to produce correct results if "00" 
is interpreted to mean 1900, rather than 2000.  These problems are 
widely expected to increase in frequency and severity as the year 2000 
approaches, and are commonly referred to as the "Millennium Bug" or 
"Year 2000 Problem".

        Assessment.  The Year 2000 Problem could affect computers, 
software, and other equipment used, operated, or maintained by the 
Company.  Accordingly, the Company is reviewing its internal computer 
programs and systems to ensure that the programs and systems will be 
Year 2000 compliant.  The Company presently believes that its computer 
systems will be Year 2000 compliant in a timely manner.  However, while 
the estimated cost of these efforts is not expected to be material to 
the Company's financial position or any year's results of operations, 
there can be no assurance to this effect.

        Software Sold to Consumers.  All current products developed by
Centura are designed to allow developers to record, store and process 
and present calendar dates occurring on or after January 1, 2000 with 
the same degree of accuracy that such products process dates occurring 
before such date. However, customers that may not be compliant may 
experience cash flow difficulties and could negatively affect the 
Company's accounts receivables Days Sales Outstanding (DSO) or bad debt 
reserves.  The Company has requested compliance letters from all of its 
large customers.  Moreover, the Company has created Centura Team2000, 
which is a service that determines whether any application built in CTD 
or SQLWindows is Year 2000 compliant.  The Company charges for this 
service, but does not, however, mandate that the service be purchased.  
This is a proactive step to mitigate possible damage that may result 
from customer non-compliance.

        Internal Infrastructure.  The Company believes that it has 
identified substantially all of the major computers, software 
applications, and related equipment used in connection with its internal 
operations that must be modified, upgraded, or replaced to minimize the 
possibility of a material disruption to its business.  The Company has 
commenced the process of modifying, upgrading, and replacing major 
systems that have been identified as adversely affected, and expects to 
complete this process in a timely manner.

        Systems Other than Information Technology Systems. In addition to 
computers and related systems, the operation of office and facilities 
equipment, such as fax machines, photocopiers, telephone switches, 
security systems, and other common devices may be affected by the Year 
2000 Problem.  The Company is currently assessing the potential effect 
of, and costs of remediating, the Year 2000 Problem on its office and 
facilities equipment.

        The  Company  estimates  the total cost to the Company of 
completing any required modifications, upgrades, or replacements of 
these internal systems will not have a material  adverse effect on the  
Company's business or results of operations.  This estimate is being 
monitored and will be revised as additional information becomes 
available.

        Suppliers.  The  Company  has  initiated  communications  with 
third  party suppliers of the major computers,  software, and other 
equipment used, operated, or maintained by the Company to identify and, 
to the extent possible, to resolve issues involving the Year 2000 
Problem.  However,  the Company has limited or no control over the 
actions of these third party suppliers. Thus, while the Company expects 
that it will be able to resolve any significant Year 2000 Problems with 
these systems, there can be no assurance that these suppliers will 
resolve any or all Year 2000 Problems with these systems before the 
occurrence of a material disruption to the business of the Company or 
any of its customers.  Any failure of these third parties to resolve 
Year 2000 problems with their systems in a timely manner could have a 
material adverse effect on the Company's business, financial condition, 
and results of operation.

        Customers.  The  Company  has  initiated  communications  with its 
customers to identify and, to the extent possible, to resolve issues 
involving the Year 2000 Problem.  However,  the Company has limited or 
no control over the actions of its customers. Thus, while the Company 
expects that it will be able to resolve any significant Year 2000 
Problems with its internal systems and products, there can be no 
assurance that its customers will resolve any or all Year 2000 Problems 
with their systems before the occurrence of a material disruption to the 
business of the Company.  Any failure of these third parties to resolve 
Year 2000 problems with their systems in a timely manner could have a 
material adverse effect on the Company's business, financial condition, 
and results of operation.

        Disclaimer. Management believes that it is not possible to 
determine with complete certainty that all Year 2000  Problems affecting 
the Company have been identified or corrected.  The number of devices 
that could be affected and the interactions among these devices are 
simply too numerous.  In addition, one cannot accurately predict how 
many Year 2000 Problem-related failures will occur, or the severity, 
duration, or financial consequences of these perhaps inevitable 
failures. The discussion of the Company's efforts, and management's 
expectations, relating to Year 2000 compliance are forward-looking 
statements.  The Company's ability to achieve Year 2000 compliance and 
the level of incremental costs associated  therewith, could be adversely 
impacted by, among other things, the availability and cost of 
programming and testing resources, vendors' ability to modify 
proprietary software, and unanticipated problems identified in the 
ongoing compliance review.

        While the Company has begun the implementation of Year 2000 
related upgrades appropriate for the Company's internal systems and 
equipment and Year 2000 compliance issues in the systems of customers, 
vendors and other related parties, there can be no assurance that 
problems will not arise as a result of the Year 2000 issue.

         Embeddable Database Market. Since database capacity is often 
indicative of differences in customer application, segments within the 
PC client/server market in which the Company competes can generally be 
distinguished and segregated by the target capacity of the database 
utilized. The Company generally markets its database products in 
environments utilizing capacity ranging from small, Smart Device 
environments to those of multiple Gigabytes. Competitors of the Company, 
including Microsoft, Sybase, Pervasive and Oracle, generally have 
product offerings which compete with the Company's products in some or 
all of these capacity ranges.  In addition, some of these competitors 
are providers of sophisticated database software, originally designed 
and marketed primarily for use with mainframes and minicomputers, which, 
if successfully re-configured to provide similar functionality in PC 
client/server, or smaller capacity environments, could materially and 
adversely impact the Company's revenues, results of operations and 
financial condition. 

        Competition. The market for client/server system software is 
intensely competitive and rapidly changing.  The Company's products are 
specifically targeted at the emerging portion of this market relating to 
embeddable PC and Web client/server software, and the Company's current 
and prospective competitors offer a variety of solutions to address this 
market segment. 

        Tools and Connectivity Markets.  The Company faces competition 
from providers of software specifically developed for the PC 
client/server market, such as Oracle, Sybase, Microsoft, Inprise and 
Forte, and connectivity software competitors, such as IBI Systems, Inc. 
and Sybase.  The Company also faces potential competition from vendors 
of applications Centura Team Developer/SQLWindows based on 4GLs 
(generation languages) or CASE (Computer Aided Software Engineers) 
technologies. With the emergence of the World Wide Web as an important 
platform for application development and deployment and a variety of 
newly created tools that export JavaTM- program language connectivity, 
additional competitors or potential competitors have emerged.

        The principal competitive factors affecting the market for the 
Company's products include, breadth of distribution and name 
recognition, product architecture, performance, functionality, price, 
product quality, customer support.  The Company experienced increased 
competition during 1997, 1996, and 1995, resulting in loss of market 
share.  The Company must continue to introduce enhancements to its 
existing products and offer new products on a timely basis in order to 
remain competitive.  However, even if the Company introduces such 
products in this manner, it may not be able to compete effectively 
because of the significantly larger resources available to many of the 
Company's competitors.  There can be no assurance that the Company will 
be able to compete successfully or that competition will not have a 
material adverse effect on the Company's business, operating results and 
financial condition.  See " Competition."                                       

        Internet Software Market.  The market for Internet software in 
general, and the segments of such market addressed by the Company's 
products in particular, are relatively new.  The future financial 
performance of the Company will depend in part on the continued 
expansion of this market and these market segments and the growth in the 
demand for other products developed by the Company, as well as increased 
acceptance of the Company's products by MIS professionals.  There can be 
no assurance that the Internet software market and the relevant segments 
of the market will continue to grow, that the Company will be able to 
respond effectively to the evolving requirements of the market and 
market segments, or that MIS professionals will accept the Company's 
products.  If the Company is not successful in developing, marketing, 
localizing and selling applications that gain commercial acceptance in 
these markets and market segments on a timely basis, the Company's 
business, operating results and financial condition could be materially 
and adversely affected.  See "Industry Overview."

         Dependence Upon Distribution Channels.  The Company relies on 
relationships with value-added resellers and independent third party 
distributors for a substantial portion of its sales and revenues.  Some 
of the Company's resellers and distributors also offer competing 
products.  Most of the Company's resellers and distributors are not 
subject to any minimum purchase requirements, they can cease marketing 
the Company's products at any time, and they may from time to time be 
granted stock exchange or rotation rights.  Moreover, the introduction 
of new and enhanced products may result in higher product returns and 
exchanges from distributors and resellers.  Any product returns or 
exchanges in excess of recorded allowances could have a material adverse 
effect on the Company's business, operating results and financial 
condition. The Company also maintains strategic relationships with a 
number of vertical software vendors and other technology companies for 
marketing or resale of the Company's products.  Any termination or 
significant disruption of the Company's relationship with a major 
portion of its resellers or distributors, or the failure by such parties 
to renew agreements with the Company, could materially and adversely 
affect the Company's business, operating results and financial 
condition.  Since 1994 the Company has reduced its resources devoted to 
North American corporate sales and also decreased its expenditures on 
corporate and product marketing.  Failure of the Company to successfully 
implement, support and manage its sales strategies could have a material 
adverse effect on the Company.

        The distribution channels through which client/server software 
products are sold have been characterized by rapid change, including 
consolidations and financial difficulties of distributors, resellers and 
other marketing partners including certain of the Company's current 
distributors.  The bankruptcy, deterioration in financial condition or 
other business difficulties of a distributor or retailer could render 
the Company's accounts receivable from such entity uncollectible, and 
this could result in a material adverse effect on the Company's 
business, operating results and financial condition.  There can be no 
assurance that distributors will continue to purchase the Company's 
products or provide the Company's products with adequate promotional 
support.  Failure of distributors to do so could have a material and 
adverse effect on the Company's business, operating results and 
financial condition. 

         In a number of international markets the Company has entered into 
quasi-exclusive, multi-year agreements with independent companies that 
have also licensed the use of the Company's name. These agreements are 
in place to increase the Company's opportunities and penetration in such 
markets where the rapid adoption of client/server technologies is 
anticipated.  While the Company believes that to date these agreements 
have increased the Company's penetration in such markets, there can be 
no certainty that this performance will continue nor that these 
relationships will remain in place.  The Company's future cost of 
maintaining its business in these markets could increase substantially 
if these agreements are not renewed.  

         Dependence On Third Party Organizations.  The Company is 
increasingly dependent on the efforts of third party "partners", 
including consultants, system houses and software developers to 
implement, service and support the Company's products.  These third 
parties increasingly have opportunities to select from a very broad 
range of products from the Company's competitors, many of whom have 
greater resources and market acceptance than the Company.  In order to 
succeed, the Company must actively recruit and sustain relationships 
with these third parties.  There can be no assurance that the Company 
will be successful in recruiting new partners or in sustaining its 
relationships with its existing partners.

        International Sales And Operations.  International sales 
represented 54%, 58% and 60% of the Company's net revenues for the years 
ended December 31, 1998, 1997 and 1996, respectively.  A key component 
of the Company's strategy is continued expansion into international 
markets, and the Company currently anticipates that international sales, 
particularly in new and emerging markets, will continue to account for a 
significant percentage of total revenues.  The Company will need to 
retain effective distributors, and hire, retain and motivate qualified 
personnel internationally to maintain and/or expand its international 
presence.  There can be no assurance that the Company will be able to 
successfully market, sell, localize and deliver its products in these 
international markets.  In addition to the uncertainty as to the 
Company's ability to sustain or expand its international presence, there 
are certain risks inherent in doing business on an international level, 
such as unexpected changes in regulatory requirements and government 
controls, problems and delays in collecting accounts receivable, 
tariffs, export license requirements and other trade barriers, 
difficulties in staffing and managing foreign operations, longer payment 
cycles, political and economic instability, fluctuations in currency 
exchange rates, seasonal reductions in business activity during summer 
months in Europe and certain other parts of the world, restrictions on 
the export of critical technology, and potentially adverse tax 
consequences, which could adversely impact the success of international 
operations.  Sales of the Company's products are denominated both in 
local currencies of the respective geographic region and in US dollars, 
depending upon the economic stability of that region and locally 
accepted business practices.  Accordingly, any increase in the value of 
the US dollar relative to local currencies in these markets may 
negatively impact revenues, results of operations and financial 
condition.  An increase in the relative value of the US dollar would 
serve to increase the relative foreign currency cost to the customer of 
a US dollar denominated purchase, which may negatively affect the 
Company's sales in foreign markets. In addition, the US dollar value of 
a sale denominated in a region's local currency decreases in proportion 
to relative increases in the value of the US dollar.  In addition, 
effective copyright and trade secret protection may be limited or 
unavailable under the laws of certain foreign jurisdictions.  There can 
be no assurance that one or more of such factors will not have a 
material adverse effect on the Company's international operations and, 
consequently, on the Company's business, operating results and financial 
condition.  

        Proprietary Rights.  The success and ability of the Company to 
compete is dependent in part upon the Company's proprietary technology. 
 While the Company relies on trademark, trade secret and copyright laws 
to protect its technology, the Company believes that factors such as the 
technological and creative skills of its personnel, new product 
developments, frequent product enhancements, name recognition and 
customer support are more essential to establishing and maintaining a 
technology leadership position.  The Company has patent rights with 
respect to its SQLWINDOWS, and CENTURA TEAM DEVELOPER products, and is 
preparing and filing patent applications related to its SQLBASE 
SAFEGARDE products.  The Company believes that the ownership of patents 
is not necessarily a significant factor in its business and that its 
success does not depend on the ownership of patents, but primarily on 
the innovative skills, technical competence and marketing abilities of 
its personnel.  Also, there can be no assurance that others will not 
develop technologies that are similar or superior to the Company's 
technology.  The source code for the Company's proprietary software is 
protected both as a trade secret and as a copyrighted work.  Despite 
these precautions, it may be possible for a third party to copy or 
otherwise obtain and use their products or technology without 
authorization, or to develop similar technology independently.  In 
addition, effective copyright and trade secret protection may be 
unavailable or limited in certain foreign countries.   The Company 
intends to apply for new patents as appropriate opportunities and need 
becomes evident.

        The Company generally enters into confidentiality or license 
agreements with its employees, consultants and vendors, and generally 
controls access to and distribution of its software, documentation and 
other proprietary information.  Despite efforts to protect proprietary 
rights, unauthorized parties may attempt to copy aspects of the 
Company's products or to obtain and use information that is regarded as 
proprietary.  Policing such unauthorized use is difficult.  There can be 
no assurance that the steps taken by the Company will prevent 
misappropriation of the Company's technology or that such agreements 
will be enforceable.  In addition, litigation may be necessary in the 
future to enforce intellectual property rights, to protect trade secrets 
or to determine the validity and scope of the proprietary rights of 
others.  Such litigation could result in substantial costs and diversion 
of resources and could have a material adverse effect on the Company's 
business, operating results and financial condition. 

        There can be no assurance that third parties will not claim 
infringement by the Company with respect to current or future products, 
and the Company expects that it will increasingly be subject to such 
claims as the number of products and competitors in the client/server 
and Internet connectivity software market grows and the functionality of 
such products overlaps with other industry segments.  In the past, the 
Company has received notices alleging that its products infringe 
trademarks of third parties.  The Company has historically dealt with 
and will in the future continue to deal with such claims in the ordinary 
course of business, evaluating the merits of each claim on an individual 
basis.  There are currently no material pending legal proceedings 
against the Company regarding trademark infringement.  Any such third 
party claims, whether or not they are meritorious, could result in 
costly litigation or require the Company to enter into royalty or 
licensing agreements.  Such royalty or license agreements, if required, 
may not be available on terms acceptable to the Company, or at all.  If 
the Company was found to have infringed upon the proprietary rights of 
third parties, it could be required to pay damages, cease sales of the 
infringing products and redesign or discontinue such products, any of 
which could have a material adverse effect on the Company's business, 
operating results and financial condition.

        Legal Proceedings.  Other than as described in Item 1 of Part II 
hereof, there are currently no material pending legal proceedings 
against the Company or any of its subsidiaries, other than ordinary 
routine litigation incidental to the business of the Company. The 
Company operates, however, in a complex and volatile industry in which 
disputes, litigation, regulatory proceedings and other actions are a 
necessary risk of doing business. There can be no assurance that the 
Company will not participate in such legal proceedings and that the 
costs and charges will not have a material adverse impact on the 
Company's future success.


PART II
OTHER INFORMATION

Item 1.         Legal Proceedings


                As of March 31, 1998, to the best of the Company's knowledge 
there were no pending actions, potential actions, claims or proceedings 
against the Company that could reasonable be expected to result in 
material damages to the Company which would have a material adverse 
effect on its business, results of operations or financial condition. As 
noted in the "Legal Proceedings" section under "Risk Factors" above, the 
Company exists in a volatile legal and regulatory environment and it is 
not possible to anticipate or estimate the potential adverse impact of 
unknown claims or liabilities against the Company, its officers and 
directors, and as such no estimate is made in the Company's financial 
statements for such unknown claims or liabilities. 

Item 2. Changes in Securities and Use of Proceeds-Not Applicable

Item 3.         Defaults In Senior Securities--Not Applicable

Item 4.         Submission Of Matters To A Vote Of Security Holders--Not 
                Applicable 

Item 5.         Other Information-Not Applicable


Item 6.         Exhibits And Reports On Form 8-K

        (a)  Exhibits:

                27.1 Financial Data Schedule

        (b)  The Company filed no reports on Form 8-K during the quarter 
             ended March 31, 1999.


<PAGE>



















                                  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.

                                  CENTURA SOFTWARE CORPORATION

                                  By:  /s/ John W. Bowman
                                  ----------------------------
May 14, 1999                      John W. Bowman
                                  Senior Vice President Of Finance And
                                  Operations and Chief Financial Officer