<PAGE>   1

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

                     U.S. 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 JUNE 30, 1998

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

                        FOR THE TRANSITION PERIOD FROM TO

                         COMMISSION FILE NUMBER 0-28834


                            ABACUS DIRECT CORPORATION
             (Exact name of registrant as specified in its charter)


                DELAWARE                                        84-1118166
     (State or other jurisdiction of                         (I.R.S. Employer
     incorporation or organization)                        Identification No.)

            8774 YATES DRIVE,
          WESTMINSTER, COLORADO                                   80030
 (Address of principal executive offices)                       (Zip Code)


                                 (303) 657-2800
               (Registrants telephone number, including area code)

Indicate by checkmark 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 [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. Common Stock, $0.001 par value:
9,719,583 shares outstanding as of August 7, 1998.


================================================================================
<PAGE>   2


                            ABACUS DIRECT CORPORATION

                               INDEX TO FORM 10-Q
                                  JUNE 30, 1998

<TABLE>
<CAPTION>
                                                                                         PAGE
                                                                                         ----
<S>      <C>                                                                             <C>
PART I.      FINANCIAL INFORMATION

         ITEM 1.    FINANCIAL STATEMENTS

                    Statements of Operations                                               3

                    Balance Sheets                                                         4

                    Statements of Cash Flows                                               5

                    Notes to Condensed Financial Statements                                6

         ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS
                    OF FINANCIAL CONDITION AND RESULTS OF
                    OPERATIONS                                                             7

         ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES
                    ABOUT MARKET RISK                                                     11


PART II.     OTHER INFORMATION

         ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF
                    SECURITY HOLDERS                                                      12

         ITEM 5.    OTHER INFORMATION                                                     12

         ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K                                      13


SIGNATURE                                                                                 14

INDEX TO EXHIBITS                                                                         15
</TABLE>


                                       2
<PAGE>   3


                                     PART I

ITEM 1.      FINANCIAL STATEMENTS


                            ABACUS DIRECT CORPORATION

                      STATEMENTS OF OPERATIONS -- UNAUDITED
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)



<TABLE>
<CAPTION>
                                                  THREE MONTHS ENDED                 SIX MONTHS ENDED
                                                        JUNE 30,                          JUNE 30,
                                             ----------------------------      ----------------------------
                                                 1998             1997             1998             1997
                                             -----------      -----------      -----------      -----------
<S>                                                  <C>              <C>              <C>              <C>
Net revenues                                 $     9,367      $     5,986      $    18,449      $    11,511
Cost of revenues                                   2,256            1,285            4,227            2,589
                                             -----------      -----------      -----------      -----------
   Gross profit                                    7,111            4,701           14,222            8,922
Operating expenses:
   Selling and marketing                           2,911            1,859            5,936            3,365
   General and administrative                      1,123              846            2,244            1,715
   Research and development                          409              346              851              711
                                             -----------      -----------      -----------      -----------
     Total operating expenses                      4,443            3,051            9,031            5,791
                                             -----------      -----------      -----------      -----------
Income from operations                             2,668            1,650            5,191            3,131
Interest and other income, net                       168               58              305              121
                                             -----------      -----------      -----------      -----------
Income before income taxes                         2,836            1,708            5,496            3,252
Provision for income taxes                         1,035              623            2,006            1,187
                                             ===========      ===========      ===========      ===========
     Net income                              $     1,801      $     1,085      $     3,490      $     2,065
                                             ===========      ===========      ===========      ===========

Net income per common share -- basic         $      0.19      $      0.11      $      0.36      $      0.22
Net income per common share -- diluted       $      0.18      $      0.11      $      0.34      $      0.21

Weighted average number of outstanding
     common shares -- basic                        9,712            9,531            9,692            9,518
Weighted average number of outstanding
     common shares -- diluted                     10,236            9,984           10,202            9,992
</TABLE>


            See accompanying Notes to Condensed Financial Statements


                                       3
<PAGE>   4

                            ABACUS DIRECT CORPORATION

                                 BALANCE SHEETS
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                      JUNE 30,     DECEMBER 31,
                                                                        1998           1997
                                                                    ------------   ------------
                                                                    (UNAUDITED)
                           ASSETS
<S>                                                                 <C>            <C>
Current assets:
   Cash and cash equivalents                                        $     13,496   $     10,490
   Accounts receivable (less allowance for doubtful accounts
     of $558 and $787 at June 30, 1998 and December 31, 1997,
     respectively)                                                         8,702          8,120
   Prepaid expenses and other assets                                         409            391
   Income tax receivable                                                    --               52
   Deferred tax assets                                                       474            474
                                                                    ------------   ------------
     Total current assets                                                 23,081         19,527
Property and equipment, net                                                3,708          3,065
                                                                    ============   ============
     Total assets                                                   $     26,789   $     22,592
                                                                    ============   ============

             LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable                                                 $        238   $        220
   Accrued expenses and other                                              2,699          3,180
   Income taxes payable                                                      277           --
                                                                    ------------   ------------
     Total current liabilities                                             3,214          3,400
Long-term obligations under capital lease                                      8             15
Commitments and contingencies                                               --             --
Stockholders' equity:
   Preferred stock, $1.00 par value, 1,000 shares authorized;
     no shares issued and outstanding                                       --             --
   Common stock, $0.001 par value; 25,000 shares authorized;
     9,719 and 9,638 shares issued and outstanding at June 30,
     1998 and December 31, 1997, respectively                                 10             10
   Additional paid-in capital                                              7,801          6,902
   Retained earnings                                                      15,756         12,265
                                                                    ------------   ------------
     Total stockholders' equity                                           23,567         19,177
                                                                    ------------   ------------
     Total liabilities and stockholders' equity                     $     26,789   $     22,592
                                                                    ============   ============
</TABLE>


            See accompanying Notes to Condensed Financial Statements


                                       4
<PAGE>   5


                            ABACUS DIRECT CORPORATION

                      STATEMENTS OF CASH FLOWS -- UNAUDITED
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                               SIX MONTHS ENDED
                                                                                   JUNE 30,
                                                                           ------------------------
                                                                              1998          1997
                                                                           ----------    ----------
<S>                                                                        <C>           <C>
OPERATING ACTIVITIES
   Net income                                                              $    3,490    $    2,065
   Adjustments to reconcile net income to net cash provided by
     operating activities:
       Depreciation and amortization                                              730           480
       Loss on sale of equipment                                                    1             3
Changes in assets and liabilities:
   Accounts receivable, net                                                      (582)       (1,970)
   Prepaid expenses and other assets                                              (18)         (212)
   Accounts payable                                                                18            54
   Accrued expenses                                                              (481)         (112)
   Income taxes payable                                                           720           (20)
                                                                           ----------    ----------
       Net cash provided by operating activities                                3,878           288

INVESTING ACTIVITIES
   Purchases of property and equipment                                         (1,373)       (1,349)
   Proceeds from sales of equipment                                              --               3
                                                                           ----------    ----------
       Net cash provided by (used in) investing activities                     (1,373)       (1,346)

FINANCING ACTIVITIES
   Principal payments on long-term debt                                            (7)           (7)
   Issuance (repurchases) of stock                                                508            51
                                                                           ----------    ----------
       Net cash provided by (used in) financing activities                        501            44
                                                                           ----------    ----------
Net increase (decrease) in cash                                                 3,006        (1,014)
Cash and cash equivalents at beginning of period                               10,490         5,924
                                                                           ==========    ==========
Cash and cash equivalents at end of period                                 $   13,496    $    4,910
                                                                           ==========    ==========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
   Interest paid                                                           $        1    $        2
   Income taxes paid                                                       $    1,409    $    1,207

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND
FINANCING ACTIVITIES
   Additional paid-in capital-- exercise of non-qualified stock options    $      391    $      335
</TABLE>


            See accompanying Notes to Condensed Financial Statements


                                       5
<PAGE>   6


                            ABACUS DIRECT CORPORATION

                     NOTES TO CONDENSED FINANCIAL STATEMENTS


NOTE 1.    INTERIM FINANCIAL INFORMATION.

         These condensed financial statements are unaudited and have been
prepared by Abacus Direct Corporation (the "Company") in accordance with
generally accepted accounting principles for interim financial information and
with the instructions under Rule 10-01 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting only of normal recurring adjustments)
considered necessary for a fair presentation have been reflected in these
condensed financial statements. Operating results for the quarter are not
necessarily indicative of the results that may be expected for the year ending
December 31, 1998. Certain reclassifications have been made in the fiscal 1997
financial statements to conform to the 1998 presentation. For further
information, refer to the financial statements and footnotes thereto included in
the Company's Annual Report on Form 10-K for the year ended December 31, 1997.


                                       6


<PAGE>   7

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

         The following discussion may be understood more fully by reference to
the financial statements, notes to the financial statements, and management's
discussion and analysis contained in the Company's Annual Report on Form 10-K
for the year ended December 31, 1997, as filed with the Securities and Exchange
Commission.

RESULTS OF OPERATIONS

Three Months Ended June 30, 1998 Compared to Three Months Ended June 30, 1997

         Revenues. Revenues increased 56.5% to $9.4 million for the three months
ended June 30, 1998 from $6.0 million for the three months ended June 30, 1997
due primarily to an increase in sales to existing customers, revenues from new
customers and revenues from tests associated with developing direct marketing
initiatives outside the consumer catalog industry. Revenues from existing
customers, those customers that joined the Abacus Alliance prior to the second
quarter of 1997, accounted for 87.8% of total revenues for the three months
ended June 30, 1998 while customers joining the Alliance after that period
represented 12.2% of revenues.

         Cost of Revenues. Cost of revenues increased 75.5% to $2.3 million for
the three months ended June 30, 1998 from $1.3 million for the three months
ended June 30, 1997 due primarily to an increase in staff, depreciation and
processing costs associated with supporting higher revenues. Cost of revenues
increased as a percentage of net revenues to 24.1% for the three months ended
June 30, 1998 from 21.5% for the three months ended June 30, 1997, due primarily
to an increase in staffing levels and higher software, hardware and systems
processing costs required to support higher revenues.

         Selling and Marketing Expenses. Selling and marketing expenses
increased 56.5% to $2.9 million or 31.1% of net revenues for the three months
ended June 30, 1998 from $1.9 million or 31.1% of net revenues for the three
months ended June 30, 1997. The increase in selling and marketing expenses is
due primarily to an increase in sales staff and associated expenses, higher
commissions as a result of significantly higher revenues, and the addition of
marketing personnel dedicated to developing new direct marketing initiatives
outside of the consumer catalog industry. The increase in the Company's sales
force is intended to reduce the average number of accounts serviced by an
account manager, improve customer service, and derive more revenues from
customers. The Company continued its development of direct marketing initiatives
outside the consumer catalog industry during the second quarter of 1998. Through
the initial stages of development, the Company has incurred, and expects to
continue to incur, costs in personnel, statistical modeling and other related
areas without an offsetting increase in revenues. While early testing in these
areas and initial customer response appear favorable, there can be no assurance
that meaningful revenues will be generated from these initiatives.

         General and Administrative. General and administrative expenses
increased 32.8% to $1.1 million for the three months ended June 30, 1998 from
$846,000 for the three months ended June 30, 1997. The increase in general and
administrative expenses resulted primarily from an increase in staff to support
overall Company growth, higher professional fees and an increase in rent.
General and administrative expenses for the three months ended June 30, 1998
decreased to 12.0% of net revenues compared to 14.1% for the three months ended
June 30, 1997 due primarily to the fixed cost nature of certain expenses which
did not increase proportionately with the growth in revenues.

         Research and Development. Research and development expenses increased
18.3% to $409,000 or 4.4% of net revenues for the three months ended June 30,
1998 from $346,000 or 5.8% of net revenues for the three months ended June 30,
1997. The increase in expense resulted from additional staff and development
efforts to achieve performance improvements in service efficiency in addition to
the development of new services.


                                       7


<PAGE>   8

         Operating Profit. Operating profit increased 61.7% for the three months
ended June 30, 1998 to $2.7 million or 28.5% of net revenues from $1.6 million
or 27.6% of net revenues for the three months ended June 30, 1997. The increases
in operating profit and operating margin are due primarily to the combined
effect of higher revenues and the fixed cost nature of certain expenses, which
did not increase proportionately. The improvement in operating profit and margin
was partially offset by growing investments in the development of direct
marketing initiatives outside the consumer catalog industry and the increase in
sales staff.

         Interest and Other Income, Net. Net interest income for the three
months ended June 30, 1998 increased 187.8% to $168,000 from $58,000 for the
three months ended June 30, 1997. The increase in interest income was due
primarily to interest earned on higher Company cash balances resulting from
internally generated funds.

         Income Taxes. The Company's provision for income taxes for the three
months ended June 30, 1998 increased to $1.0 million from $623,000 for the same
period in 1997. For the three months ended June 30, 1998 and 1997, the Company's
effective income tax rate was 36.5%.

         Net Income. Net income for the three months ended June 30, 1998
increased 66.0% to $1.8 million or $0.18 per common share (diluted) compared
with net income of $1.1 million or $0.11 per common share (diluted) for the
three months ended June 30, 1997. The increase in net income and net income per
common share reflects higher operating and net interest income.


Six Months Ended June 30, 1998 Compared to Six Months Ended June 30, 1997

         Revenues. Revenues increased 60.3% to $18.4 million for the six months
ended June 30, 1998 from $11.5 million for the six months ended June 30, 1997
due primarily to an increase in sales to existing customers, revenues from new
customers and revenues from tests associated with developing direct marketing
initiatives outside the consumer catalog industry.

         Cost of Revenues. Cost of revenues increased 63.3% to $4.2 million for
the first six months ended June 30, 1998 from $2.6 million for the first six
months ended June 30, 1997, due primarily to an increase in staff, depreciation
and processing costs associated with supporting higher revenues. Cost of
revenues increased as a percentage of net revenues to 22.9% for the six months
ended June 30, 1998 from 22.5% for the six months ended June 30, 1997, due
primarily to an increase in staffing levels and higher software, hardware and
systems processing costs required to support higher revenues.

         Selling and Marketing Expenses. Selling and marketing expenses
increased 76.4% to $5.9 million or 32.2% of net revenues for the six months
ended June 30, 1998 from $3.4 million or 29.2% of net revenues for the six
months ended June 30, 1997. The increase in selling and marketing expenses is
due primarily to an increase in sales staff and associated expenses, higher
commissions as a result of significantly higher revenues, and the addition of
marketing personnel dedicated to developing new direct marketing initiatives
outside of the consumer catalog industry. The increase in the Company's sales
force is intended to reduce the average number of accounts serviced by an
account manager, improve customer service, and derive more revenues from
customers. The Company continued its development of direct marketing initiatives
outside the consumer catalog industry during the second quarter of 1998. Through
the initial stages of development, the Company has incurred, and expects to
continue to incur, costs in personnel, statistical modeling and other related
areas without an offsetting increase in revenues. While early testing in these
areas and initial customer response appear favorable, there can be no assurance
that meaningful revenues will be generated from these initiatives.

         General and Administrative. General and administrative expenses
increased 30.8% to $2.2 million for the six months ended June 30, 1998 from $1.7
million for the six months ended June 30, 1997.


                                       8
<PAGE>   9

The increase in general and administrative expenses resulted primarily from an
increase in staff to support overall Company growth, higher professional fees
and an increase in rent. General and administrative expenses for the six months
ended June 30, 1998 decreased to 12.2% of net revenues compared to 14.9% for the
six months ended June 30, 1997 due primarily to the fixed cost nature of certain
expenses which did not increase proportionately with the growth in revenues.

         Research and Development. Research and development expenses increased
19.7% to $851,000 or 4.6% of net revenues for the six months ended June 30, 1998
from $711,000 or 6.2% of net revenues for the six months ended June 30, 1997.
The increase in expense resulted from additional staff and development efforts
to achieve performance improvements in service efficiency in addition to the
development of new services.

         Operating Profit. Operating profit increased 65.8% for the six months
ended June 30, 1998 to $5.2 million or 28.1% of net revenues from $3.1 million
or 27.2% of net revenues for the six months ended June 30, 1997. The increases
in operating profit and operating margin are due primarily to the combined
effect of higher revenues and the fixed cost nature of certain expenses, which
did not increase proportionately. The improvement in operating profit and margin
was partially offset by growing investments in the development of direct
marketing initiatives outside the consumer catalog industry and the increase in
sales staff.

         Interest and Other Income, Net. Net interest income for the six months
ended June 30, 1998 increased 151.9% to $305,000 from $121,000 for the six
months ended June 30, 1997. The increase in interest income was due primarily to
interest earned on higher Company cash balances resulting from internally
generated funds.

         Income Taxes. The Company's provision for income taxes for the six
months ended June 30, 1998 increased to $2.0 million from $1.2 million for the
same period in 1997. For the six months ended June 30, 1998 and 1997, the
Company's effective income tax rate was 36.5%.

         Net Income. Net income for the six months ended June 30, 1998 increased
69.0% to $3.5 million or $0.34 per common share (diluted) compared with net
income of $2.1 million or $0.21 per common share (diluted) for the six months
ended June 30, 1997. The increase in net income and net income per common share
reflects higher operating and net interest income.


SEASONALITY

         The Company's business is seasonal in nature. The third and fourth
quarters of each year include the peak selling season during which the Company
supplies the direct marketing industry with data services in advance of the fall
and holiday seasons. In the first and second quarters, orders are fewer and
smaller. As a result, cost of operations, sales and marketing, general and
administrative, and research and development expenses as a percentage of net
revenues are usually higher and operating profit is usually lower during the
first half of each year.


LIQUIDITY AND CAPITAL RESOURCES

         The Company's principal sources of liquidity are cash generated from
operations as well as cash and cash equivalents, which totaled approximately
$13.5 million at June 30, 1998. Historically, the Company has funded its
operations through cash flow from operations and debt and equity financing.

         Cash provided by operating activities was $3.9 million for the six
months ended June 30, 1998 compared to $288,000 for the six months ended
June 30, 1997. For the six months ended June 30, 1998, the increase in net cash
provided by operating activities was due primarily to higher net income and
lower


                                       9
<PAGE>   10

investment in working capital. Cash provided by operating activities for the six
months ended June 30, 1997 was attributable to higher net income, which was
partially offset by additional investment in working capital, primarily accounts
receivable, to support the increase in net revenues as compared to the same
period during the previous year.

         Cash used in investing activities was $1.4 million for the six months
ended June 30, 1998 compared to $1.3 million for the six months ended June 30,
1997. These activities represent capital expenditures for computer equipment and
peripheral systems and office equipment necessary to support growth in the
Company's revenues. For the remainder of 1998, the Company anticipates making
additional investments in its computing infrastructure. Financing activities
have consisted primarily of the issuance of common stock and payments made
pursuant to a capital lease obligation. During the six months ended June 30,
1998, net cash generated from financing activities was $501,000 compared to
$44,000 for the six months ended June 30, 1997 due primarily to higher proceeds
received from the exercise of employee stock options that were partially offset
by principal payments on a capital lease obligation. The Company believes that
its cash flow from operations and cash on hand will provide sufficient resources
to meet its capital requirements and operational needs for the foreseeable
future.


YEAR 2000 ISSUE

         For many years, computer systems and applications were often programmed
to assume that the century portion of a date was "19" to conserve the use of
storage and memory. This assumption resulted in the use of two-digits (rather
than four) to define an applicable year. Accordingly, computer systems that rely
on two-digits to define an applicable year may recognize a date using "00" as
the year 1900, rather than the year 2000 (the "Year 2000 Issue"). This could
result in a system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process or transmit data
or engage in normal business activities.

         The Company is currently in the process of assessing its Year 2000
readiness. This assessment includes a review of the Company's internal
information technology systems, non-information technology systems and the
systems of third parties upon which the Company's systems may rely.
Preliminarily, it appears that the Company will be required to modify or replace
its proprietary software so that its computer systems will properly utilize
dates beyond December 31, 1999. The Company presently believes that with
modifications to existing software and, in certain instances, conversions to new
software, the Year 2000 Issue can be mitigated. However, if such modifications
and conversions are not made, or are not completed timely, the Year 2000 Issue
could have a material adverse impact on the operations of the Company.

         The Company is in the process of initiating formal communications with
all of its significant suppliers and members of the Abacus Alliance to determine
the extent to which the Company is vulnerable to those third parties' failure to
remediate their own Year 2000 Issues. Presently, the Company is reviewing the
transactional files contributed by the Abacus Alliance members to determine if
those files contain date-sensitive data which may require modification or
conversion to recognize the correct century prior to loading to the Abacus
Alliance database. Similarly, demographic information that is obtained from a
third party and used to enhance the transactional data on the Abacus Alliance
database may also require conversion or modification to be Year 2000 compliant.
To the extent that the systems of third parties or other companies on which the
Company's systems rely are not timely converted or if such conversion is
incompatible with the Company's systems, the Company's operations may be
adversely affected.

         The Company will utilize both internal and external resources to
reprogram, or replace, and test the software for Year 2000 modifications. Costs
incurred by the Company in its Year 2000 remediation efforts must be expensed as
incurred. In addition, the replacement of computer hardware or software to
comply with the Year 2000 Issue may result in a charge to income. At this time,
the Company  


                                       10
<PAGE>   11

estimates that it will complete its Year 2000 remediation efforts in 1999.
Although the total cost of the Year 2000 project has not yet been finalized, the
Company believes that such costs are not expected to have a material effect on
its results of operations or financial condition.


FORWARD-LOOKING INFORMATION

         Certain statements in this Form 10-Q and elsewhere (such as in other
filings by the Company with the Securities and Exchange Commission, press
releases, presentations by the Company or its management and oral statements)
may constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements
include those relating to future opportunities, the outlook of customers, the
expansion of the Abacus Alliance, the reception of new services and
technologies, the Year 2000 Issue, the success of new initiatives and the
likelihood of incremental revenues offsetting expenses related to those new
initiatives. In addition, such forward-looking statements involve known and
unknown risks, uncertainties, and other factors which may cause the actual
results, performance or achievements of the Company to be materially different
from any future results expressed or implied by such forward-looking statements.
Such factors include: (i) demand for the Company's services from the direct
marketing industry; (ii) governmental regulation regarding privacy issues; (iii)
the actions of current and potential new competitors; (iv) rapid changes in
technology; (v) the seasonality and cyclical nature of the direct marketing
industry; (vi) changes in postal rates and paper prices; (vii) the nature and
amount of the Company's revenues and expenses; and (viii) overall economic
conditions and other risks detailed from time to time in the Company's periodic
earnings releases and reports filed with the Securities and Exchange Commission,
as well as the risks and uncertainties discussed in this Form 10-Q.


ITEM 3.      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

         The Company is exposed to interest rate risk primarily through its
portfolio of cash equivalents and short-term marketable securities, which is
designed for safety of principal, liquidity and diversification. Such
investments are subject to inherent interest rate risk as they mature and are
renewed at current market rates. The Company does not presently use derivative
financial instruments to adjust its risk profile. The Company is subject to
competitive and fluctuating economic conditions of the direct marketing industry
as a result of the Company's activities in such industry.


                                       11
<PAGE>   12

                                     PART II

ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         The Company held its Annual Meeting of Stockholders on June 5, 1998. Of
the 9,700,803 shares of common stock entitled to vote at the meeting, 8,582,453
shares of common stock were present in person or by proxy and entitled to vote.
Such number of shares represented approximately 88.5% of the Company's
outstanding shares of common stock.

         At the meeting, the Company's stockholders approved: (i) the election
of M. Anthony White, Daniel C. Snyder, Frank Kenny and Anthony H. Lee ("Proposal
1"); (ii) an amendment to the Company's Amended and Restated 1996 Stock
Incentive Plan to increase by 375,000 the number of shares authorized for
issuance thereunder ("Proposal 2"); and (iii) the appointment of Price
Waterhouse LLP as the Company's independent auditors for the fiscal year ending
December 31, 1998 ("Proposal 3"). Proposals 1, 2 and 3 were approved by the
Company's stockholders as follows:

<TABLE>
<CAPTION>
                                                     VOTES
                                                   AGAINST OR       VOTES         BROKER
                                  VOTES FOR         WITHHELD      ABSTAINING     NON-VOTES
                                  ---------        ----------     ----------     ---------
PROPOSAL 1
<S>                               <C>             <C>             <C>            <C>
   A. Anthony White               8,511,004          71,449             --            --
   Daniel C. Snyder               8,511,004          71,449             --            --
   Frank Kenny                    8,539,471          42,982             --            --
   Anthony H. Lee                 8,539,471          42,982             --            --

PROPOSAL 2                        7,818,249         712,795         39,865        11,544

PROPOSAL 3                        8,526,208          55,285            960            --
</TABLE>


ITEM 5.      OTHER INFORMATION.

PROPERTIES

         The Company has entered into a lease agreement (the "El Dorado Ridge
Lease"), dated May 22, 1998, with Western States Ventures, LLC (the "Landlord"),
for approximately 75,000 square feet of office space in Broomfield, Colorado.
This facility will be used to consolidate the two leased facilities in
Westminster, Colorado, in which the Company's executive offices and principal
operations are located, whose leases expire during 1999. The El Dorado Ridge
Lease commences on April 1, 1999 and has a term of 7 years that is renewable for
two consecutive five year terms. The lease provides for annual payments as
follows:

<TABLE>
<CAPTION>
                                               LEASE
                        FISCAL YEAR           PAYMENTS
                        -----------         -----------
                        
                        <S>                 <C>
                        1999                $   676,813
                        2000                  1,160,250
                        2001                  1,160,250
                        2002                  1,181,500
                        2003                  1,241,250
                        Thereafter            2,792,813
                                            ===========
                                             $8,212,876
                                            ===========
</TABLE>


                                       12
<PAGE>   13

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

         (a)  Exhibits.

         The following exhibit is hereby filed as part of this Quarterly Report
on Form 10-Q.

<TABLE>
<CAPTION>
                EXHIBIT
                NUMBER                    DESCRIPTION OF DOCUMENT
                ------                    -----------------------

                <S>       <C>  <C>
                 10.01    --   Lease dated May 22, 1998, between Western States
                               Ventures, LLC, as Landlord, and the Company

                 27.01    --   Financial Data Schedule (for electronic filing only)
</TABLE>


                                       13
<PAGE>   14


                                    SIGNATURE

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


Dated:     August 12, 1998            ABACUS DIRECT CORPORATION


                                      By:      /s/ CARLOS E. SALA
                                           ------------------------------
                                                   Carlos E. Sala
                                           Senior Vice President- Finance
                                             and Chief Financial Officer


                                       14
<PAGE>   15
                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
                EXHIBIT
                NUMBER                    DESCRIPTION OF DOCUMENT
                ------                    -----------------------

                <S>       <C>  <C>
                 10.01    --   Lease dated May 22, 1998, between Western States
                               Ventures, LLC, as Landlord, and the Company

                 27.01    --   Financial Data Schedule (for electronic filing only)
</TABLE>


                                       15