================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   __________

                                   FORM 10-Q

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

              Quarterly Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934
                  for the quarterly period ended June 30, 1997


                         Commission File Number 0-28840


                     INFORMATION MANAGEMENT RESOURCES, INC.
             (Exact name of Registrant as specified in its charter)


                Florida                                59-2911475
    (State or Other Jurisdiction of        (I.R.S. Employer Identification No.)
     Incorporation or Organization)


        26750 U.S. Highway 19 North, Suite 500, Clearwater, Florida 34621
              (Address of principal executive offices and zip code)



                                  813-797-7080
              (Registrant's telephone number, including area code)


      Indicate by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  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 August 6, 1997,  there  were  16,774,958  outstanding  shares of the
Registrant's Common Stock, par value $.10 per share.








<PAGE>


                     INFORMATION MANAGEMENT RESOURCES, INC.


                                Table of Contents
                                -----------------


                         Part I - Financial information
                         ------------------------------



                                                                           Page
                                                                           ----
Item 1.     Consolidated Balance Sheets
            as of June 30, 1997 and December 31, 1996..................     3

            Consolidated Statements of Income
            for the Three Month and Six Month Periods Ended
            June 30, 1997 and 1996.....................................     4

            Consolidated Statements of Cash Flows
            for the Six Month Periods Ended
            June 30, 1997 and 1996.....................................     5

            Notes to Consolidated Financial Statements.................     6


Item 2.     Management's Discussion and Analysis of Results of
            Operations and Financial Condition.........................     9


                           Part II - Other Information
                           ---------------------------


Item 1.       Legal Proceedings........................................   14

Item 5.       Other Information........................................   14

Item 6.       Exhibits and Reports on Form 8-K.........................   14








                                        2


<PAGE>


             INFORMATION MANAGEMENT RESOURCES, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                          (Unaudited and in thousands)
<TABLE>
<CAPTION>
                                                                 June 30,    December 31,
                                                                   1997         1996  
                                                               -----------   ------------
                                                               (Unaudited)
<S>                                                             <C>           <C>     
                                     ASSETS
Current assets:
   Cash and cash equivalents ..............................     $ 19,059      $ 24,082
   Marketable securities ..................................       11,613         5,644
   Accounts receivable ....................................       13,006         5,670
   Unbilled work in process ...............................        2,265         1,074
   Accounts receivable, affiliate .........................         --             646
   Notes receivable, affiliate ............................         --             533
   Income taxes receivable ................................          889          --
   Deferred income taxes ..................................        2,846          --
   Other current assets ...................................        1,342           890
                                                                --------      --------

         Total current assets .............................       51,020        38,539
Property and equipment, net of accumulated depreciation ...        7,829         3,703
Capitalized software costs, net of accumulated amortization          589           720
Note receivable, affiliate ................................         --             159
Deposits and other assets .................................          887           438
Goodwill, net of accumulated amortization .................       10,205         5,394
                                                                --------      --------

         Total assets .....................................     $ 70,530      $ 48,953
                                                                ========      ========

                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Revolving credit loans .................................     $    624      $   --
   Accounts payable .......................................        2,350         1,364
   Accrued expenses .......................................        7,669         2,878
   Income taxes payable ...................................         --             477
   Deferred income taxes ..................................         --             258
   Current portion of long-term debt ......................          162          --
   Current maturities of capital lease obligations ........           75            55
   Current portion of notes payable-shareholders ..........         --             814
   Deferred revenue .......................................        7,116         1,965
                                                                --------      --------

         Total current liabilities ........................       17,996         7,811
Long-term debt ............................................        1,018          --
Deferred income taxes .....................................          375           634
Other liabilities .........................................           95            85
                                                                --------      --------

         Total liabilities ................................       19,484         8,530
                                                                --------      --------

Minority interest .........................................           92            67
                                                                --------      --------

Shareholders' equity:
   Preferred stock ........................................         --            --
   Common stock ...........................................        1,523         1,447
   Additional paid-in capital .............................       44,961        38,359
   Retained earnings ......................................        4,578           669
   Cumulative foreign currency translation adjustment .....         (108)         (119)
                                                                --------      --------

         Total shareholders' equity .......................       50,954        40,356
                                                                --------      --------

         Total liabilities and shareholders' equity .......     $ 70,530      $ 48,953
                                                                ========      ========

The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>

                                
                                        3


<PAGE>

                       INFORMATION MANAGEMENT RESOURCES, INC. AND SUBSIDIARIES

                                  CONSOLIDATED STATEMENTS OF INCOME
                        (Unaudited and in thousands except per share data)
<TABLE>
<CAPTION>
                                                  Three Months Ended          Six Months Ended
                                                        June 30,                   June 30,
                                                 ---------------------     --------------------- 
                                                   1997         1996          1997        1996
                                                 --------     --------     --------     --------
<S>                                              <C>          <C>          <C>          <C>     
Revenues ....................................    $ 18,767     $  6,308     $ 33,114     $ 12,397
Cost of revenues ............................      10,371        3,522       18,413        7,011
                                                 --------     --------     --------     --------

         Gross profit .......................       8,396        2,786       14,701        5,386

Selling, general and administrative expenses        4,751        1,699        8,671        3,275
Goodwill amortization .......................         276           14          547           29
                                                 --------     --------     --------     --------

         Total operating expense ............       5,027        1,713        9,218        3,304
                                                 --------     --------     --------     --------

         Income from operations .............       3,369        1,073        5,483        2,082

Other income (expense):
         Interest expense ...................         (69)         (97)        (136)        (160)
         Interest income and other ..........         277           46          521           32
                                                 --------     --------     --------     --------

         Total other income  (expense) ......         208          (51)         385         (128)
                                                 --------     --------     --------     --------

Income before provision for income taxes and
         and minority interest ..............       3,577        1,022        5,868        1,954

Provision for income taxes ..................       1,082           39        1,934          115
                                                 --------     --------     --------     --------

         Income before minority interest ....       2,495          983        3,934        1,839

Minority interest in net income .............         (18)        (176)         (25)        (330)
                                                 --------     --------     --------     --------

         Net income .........................    $  2,477     $    807     $  3,909     $  1,509
                                                 ========     ========     ========     ========

Net income per share.........................       $0.11                     $0.18
                                                    =====                     =====

PRO FORMA INCOME DATA

Historical net income........................                 $   807                   $  1,509
Pro forma adjustment to income tax expense...                     286                        565
                                                              -------                   --------

Pro forma net income.........................                 $   521                   $    944
                                                              =======                   ========

Pro forma net income per share...............                   $0.03                      $0.06
                                                                =====                      =====
Weighted average common and
         common stock equivalent shares......      22,308      16,964        22,272       16,961
                                                   ======      ======        ======       ======

    The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>

                                                 4


<PAGE>
                        INFORMATION MANAGEMENT RESOURCES, INC. AND SUBSIDIARIES

                                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     (Unaudited and in thousands)
<TABLE>
<CAPTION>
                                                                               Six Months Ended June 30,  
                                                                               ------------------------- 
                                                                                   1997         1996
                                                                                --------     --------
<S>                                                                             <C>          <C>     
Cash flows from operating activities:
   Net income ..............................................................    $  3,909     $  1,509
   Adjustment to reconcile net income to cash provided by (used in)
      operating activities:
      Depreciation and amortization ........................................       1,372          234
      Unrealized exchange losses ...........................................         (20)         (14)
      Minority interest in net income ......................................          25          330
      Changes in operating assets and liabilities, net of acquisitions:
         Accounts receivable and unbilled work-in-process ..................      (5,180)        (752)
         Other current assets ..............................................         274         (205)
         Deposits and other assets .........................................        (448)        (118)
         Accounts payable ..................................................         219         (106)
         Accrued expenses ..................................................       2,090         (508)
         Income taxes payable ..............................................         216         --
         Deferred income taxes .............................................        --             12
         Deferred revenue ..................................................       4,772          532
         Other liabilities .................................................          18           (6)
                                                                                --------     --------

         Total adjustments .................................................       3,338         (601)
                                                                                --------     --------

         Net cash provided by operating activities .........................       7,247          908
                                                                                --------     --------

Cash flows from investing activities:
   Investment in marketable securities .....................................      (5,969)        --
   Additions to capitalized software costs .................................        (300)         (87)
   Additions to property and equipment .....................................      (3,771)        (502)
   Increase in equity investment and loans to affiliate ....................        --           (393)
   Acquisition of subsidiaries, net of cash received and liabilities assumed      (2,838)        --
                                                                                --------     --------

         Net cash used in investing activities .............................     (12,878)        (982)
                                                                                --------     --------

Cash flows from financing activities:
   Net (reductions) borrowings from revolving credit line ..................        (311)         120
   Proceeds from long-term debt ............................................       1,180          900
   Payments on long-term debt ..............................................        --         (1,216)
   Payments on notes payable-shareholder ...................................        (822)        (246)
   Payments on capital lease obligations ...................................         (45)         (83)
   Payment of dividends ....................................................        --            (22)
   Proceeds from issuance of common stock ..................................         528            3
   Proceeds from exercise of stock options .................................          46         --
   Purchase of treasury stock at cost ......................................        --            (77)
                                                                                --------     --------

         Net cash provided by (used in) financing activities ...............         576         (621)
                                                                                --------     --------

Effect of exchange rate changes ............................................          32           13
                                                                                --------     --------

Net decrease in cash and cash equivalents ..................................      (5,023)        (682)
Cash and cash equivalents at beginning of year .............................      24,082        1,621
                                                                                --------     --------

Cash and equivalents at end of period ......................................    $ 19,059     $    939
                                                                                ========     ========


    The accompanying  notes are an integral part of these consolidated financial statements.
</TABLE>

                                                    5


<PAGE>


             INFORMATION MANAGEMENT RESOURCES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 1997
                                   (Unaudited)



1.  BASIS OF PRESENTATION

    In the  opinion  of  management,  the  accompanying  consolidated  financial
statements have been prepared in conformity with generally  accepted  accounting
principles and include all adjustments,  consisting only of all normal recurring
adjustments,  necessary for a fair  presentation.  The results of operations for
the  three  and six  month  periods  ended  June 30,  1997  are not  necessarily
indicative  of the  results  to be  expected  for the full year.  These  interim
condensed  consolidated  financial statements should be read in conjunction with
the audited  consolidated  financial  statements for the year ended December 31,
1996,  which are contained in the Company's  Annual Report on Form 10-K as filed
with the Securities and Exchange Commission.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    PRINCIPLES OF CONSOLIDATION - The consolidated  financial statements include
the accounts of Information Management Resources, Inc. ("IMR" or the "Company"),
its wholly owned subsidiaries and its effectively controlled foreign subsidiary.
All significant intercompany balances and transactions have been eliminated.

    MARKETABLE  SECURITIES - The Company currently invests in only high quality,
short-term  investments which are classified as available-for-sale as defined by
Statement of Financial  Accounting  Standards  (SFAS) No. 115,  "Accounting  for
Certain  Investments  in Debt and  Equity  Securities."  As such  there  were no
significant  differences between amortized cost and estimated fair value at June
30, 1997.  Additionally,  because  investments  are short-term and are generally
allowed to mature,  realized gains and losses have been minimal through June 30,
1997.

          The following  table  presents the estimated  fair value of marketable
          securities by category:

                                                           June 30, 1997 
                                                           (In Thousands) 
                                                           -------------- 
                                                                          
           Municipal debt securities....................   $      11,394  
           Certificates of deposit - foreign............              19  
           Interest income receivable...................             200  
                                                           -------------  
                                                           $      11,613      
                                                           =============  

          The maturity of the above  marketable  securities at June 30, 1997, is
          between one and two years.

    COMPUTATION  OF NET  INCOME  PER SHARE - Net  income  per  common and common
equivalent  shares has been computed using the weighted average number of common
and dilutive common equivalent shares  outstanding during each period presented.
Shares of stock  issuable  pursuant to stock  options have been  included  where
their  effect is  dilutive.  Fully  diluted  earnings  per common  share are not
presented as they are not materially  different from primary earnings per share.
Dilutive common  equivalent  shares consist of stock options (using the treasury
stock method).

    RECLASSIFICATION  - Recruiting  expenses have been reclassified from cost of
revenues to selling,  general and administrative  expenses for the three and six
month periods ended June 30, 1996 to conform to the new  classification of these
expenses for the three and six month periods ended June 30, 1997.

                                        6


<PAGE>


           INFORMATION MANAGEMENT RESOURCES, INC. AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                June 30, 1997
                                 (Unaudited)



3.  PRO FORMA NET INCOME

    Prior to November 1996, the Company  elected to be taxed as an S Corporation
under the  provisions  of the Internal  Revenue Code whereby  taxable  income is
generally  reported by the shareholders on their individual  income tax returns.
In connection  with the Company's  initial  public  offering,  the S Corporation
election was terminated on November 11, 1996 and subsequently the Company became
subject to U.S. federal and state income taxes as a C Corporation.

    To properly reflect the Company's  results of operations,  the provision for
income  taxes is  presented  on a pro forma  basis as if the  Company had been a
taxable  entity  subject to federal and state income taxes at the marginal rates
for the three and six month periods ended June 30, 1996 as a C Corporation.

4.  ACQUISITIONS

    LINK GROUP HOLDINGS  LIMITED AND  INFORMATION  MANAGEMENT  RESOURCES  (U.K.)
LIMITED  ("IMR-U.K.  Acquisition") - On February 10, 1997 (effective  January 8,
1997), the Company acquired 100% of the outstanding stock of Link Group Holdings
Limited  ("Link"),  a United Kingdom limited  liability  company.  Link provides
transitional  software  outsourcing  solutions  to  the  information  technology
departments  of large  businesses  located in the U.K.  In  exchange  for Link's
common  stock,  Link's  shareholders  received  $2.1 million in cash and 107,562
shares of the  Company's  common  stock.  In  addition,  $1.6 million in cash is
payable  to  Link's  former  shareholders  one  year  from  closing.   The  Link
acquisition  is accounted  for as a purchase  pursuant to the  provisions of APB
Opinion No. 16. The  purchase  price was  allocated  to the assets  acquired and
liabilities  assumed  based on their  estimated  fair values.  The excess of the
purchase price over the net assets  acquired will be amortized over a period not
to exceed ten years.

    Coincident  with the above  acquisition,  the Company also acquired 10.5% of
Information  Management  Resources (U.K.) Limited  (IMR-U.K.) from the Company's
majority shareholder and his spouse for $520,000 in cash. The purchase price was
determined through  negotiations between the Company and the shareholder and his
spouse.  The excess of the $520,000  purchase price over the net assets acquired
was charged as a reduction in equity.

    Prior to the above  acquisitions,  the Company  owned 39.5% of IMR-U.K.  and
Link owned 50% of IMR- U.K. After the above acquisitions the Company effectively
owns 100% of both Link and IMR-U.K.

    Movitone  Electronics Limited. - In March 1997, the Company acquired 100% of
the  outstanding  stock of  Movitone  Electronics  Limited  (an  Indian  limited
liability company) for approximately $1.7 million in cash. Movitone  Electronics
Limited has no significant  ongoing activities and its only significant asset is
a building located in India's  Santacruz  Electronics  Export Processing Zone in
Mumbai,  India.  The  acquisition  is  recorded  as a purchase  pursuant  to the
provisions of APB Opinion No. 16. The entire purchase price was allocated to the
building as it approximated its fair value.






                                      7


<PAGE>


           INFORMATION MANAGEMENT RESOURCES, INC. AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                June 30, 1997
                                 (Unaudited)



5.  SHAREHOLDERS' EQUITY

          On June 19, 1997,  the Company  declared a 3-for-2  stock split in the
form of a stock dividend  payable on July 10, 1997 to  shareholders of record on
June 26,  1997.  All  applicable  share and per share  data in the  accompanying
financial statements have been retroactively adjusted to reflect this dividend.

          Changes in shareholders' equity for the six months ended June 30, 1997
is summarized as follows (in thousands):

<TABLE>
<CAPTION>
                                              Common Stock      
                                           -------------------     Paid-in     Retained  Translation
                                           Shares       Amount     Capital     Earnings   Adjustment      Total
                                          --------    --------    --------     --------    --------     --------
<S>                                         <C>       <C>         <C>          <C>         <C>          <C>     
Balance, December 31, 1996 ...........      14,474    $  1,447    $ 38,359     $    669    $   (119)    $ 40,356
Link Acquisition .....................         108          11       1,078         --          --          1,089
Employee Stock Purchase ..............          64           7         521         --          --            528
Stock options exercised ..............         582          58         (12)        --          --             46
Tax benefit of stock options exercised        --          --         5,015         --          --          5,015
Net income ...........................        --          --          --          3,909        --          3,909
Translation Adjustment ...............        --          --          --           --            11           11
                                          --------    --------    --------     --------    --------     --------
Balance, June 30, 1997 ...............      15,228    $  1,523    $ 44,961     $  4,578    $   (108)    $ 50,954
                                          ========    ========    ========     ========    ========     ========
</TABLE>


6.  SUBSEQUENT EVENT

    On August 5,  1997,  the  Company  completed  a second  public  offering  of
1,500,000  shares of its authorized but unissued  Common Stock,  par value $0.10
per share. Net proceeds from this offering were approximately $45.6 million.




















                                        8


<PAGE>



           INFORMATION MANAGEMENT RESOURCES, INC. AND SUBSIDIARIES

                    MANAGEMENT DISCUSSION AND ANALYSIS OF
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS



      Except for historical information contained herein, some matters discussed
in this  report  constitute  forward-looking  statements  within the  meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities Exchange Act of 1934, as amended. The Company notes that a variety of
risk factors could cause the Company's  actual  results and experience to differ
materially from the anticipated  results or other expectations  expressed in the
Company's  forward-looking  statements.  Reference is made in  particular to the
discussion  set  forth  below in this  report  and set  forth  in the  Company's
Registration  Statement on Form S- 1 (Registration No. 333-30741) and its Annual
Report on Form 10-K for the fiscal year ended  December 31, 1996,  as filed with
the Securities and Exchange Commission.

RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 1997 COMPARED TO THREE MONTHS ENDED JUNE 30, 1996

      For the three  months  ended June 30,  1997,  revenues  increased to $18.8
million  representing  a 197.5%  increase  over revenues of $6.3 million for the
three months ended June 30, 1996. The January 8, 1997 IMR- U.K. acquisition (see
Note 4 of the Consolidated  Financial  Statements) accounted for $4.0 million of
the revenue increase. In addition,  transitional  outsourcing services (software
development,  application  maintenance,  migration and re-engineering)  revenues
increased  36.6% over the second quarter of 1996. The largest  revenue  increase
was attributable to the Company's  continued  expansion of its Year 2000 service
offering.  Second  quarter  revenues  from  the  Company's  Year  2000  services
increased to $10.3 million (including IMR-U.K. revenues),  compared to less than
$1.0 million for the second quarter of 1996.

      Gross  profit  increased  to $8.4  million in the  second  quarter of 1997
compared to $2.8 million in the prior  comparable  period.  As a  percentage  of
revenues, gross profit increased to 44.7% in the second quarter of 1997 compared
to 44.2% in the second  quarter  of 1996.  The  Company's  gross  profit  margin
increased  for the U.S.  and  India  operations,  however,  the U.K.  operations
partially  offset  this  increase  as  the  newly  acquired  company  derived  a
substantial  portion of its revenues from professional  services which generally
result in lower profit margins.

      For  the  three  months  ended  June  30,  1997,   selling,   general  and
administrative  (SG&A)  expenses  increased  to $4.8  million,  compared to $1.7
million for the three months ended June 30, 1996.  As a percentage  of revenues,
SG&A  expenses for the three months ended June 30, 1997  decreased to 25.3% from
26.9% for the same  period in 1996.  This  decrease as a  percentage  of revenue
occurred due to the rapid increase in revenues  compared to the rate of increase
in SG&A. The increase in dollars is  attributable  to the IMR-U.K.  acquisition,
expansion of the delivery capacity,  regionalization  of operations,  additional
costs associated with being a public company,  and increases in costs related to
expanding the Company's  general support staff (primarily  recruiting,  research
and development and human resources).  The Company will continue to increase its
SG&A expense in anticipation of a potential  increase in business volume in late
1997 and 1998.






                                        9


<PAGE>



           INFORMATION MANAGEMENT RESOURCES, INC. AND SUBSIDIARIES

                    MANAGEMENT DISCUSSION AND ANALYSIS OF
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                 (CONTINUED)



THREE MONTHS ENDED JUNE 30, 1997 COMPARED TO THREE MONTHS ENDED JUNE 30, 1996

      Goodwill  amortization  increased to approximately  $276,000 for the three
months ended June 30, 1997 from approximately $14,000 for the three months ended
June  30,  1996.  This  increase  reflects  the  goodwill   resulting  from  the
acquisition  of 64.0% of  IMR-India  in the second half of 1996 and the IMR-U.K.
acquisition effective January 8, 1997.

      Operating  income for the second quarter of 1997 was $3.4 million compared
to $1.1  million  in the  comparable  period  of  1996,  representing  a  214.0%
increase.  As a percentage  of revenues,  income from  operations  for the three
months  ended June 30,  1997  increased  to 18.0%  from 17.0% in the  comparable
period in 1996.

      The Company  realized  net other income of  approximately  $208,000 in the
second quarter of 1997 compared to net other expense of approximately $51,000 in
the  comparable  period of 1996.  Other  expense in the  second  quarter of 1996
included interest expense of $97,000, interest and other income of $30,000 and a
gain related to the Company's  equity  investment in IMR-U.K.  of  approximately
$16,000. During the second quarter of 1997, the Company recognized approximately
$277,000 in investment  income from the investment of the remaining net proceeds
from its initial public offering and incurred  approximately $69,000 of interest
expense related primarily to credit facilities in India and the U.K.

      The provision for income taxes increased to approximately $1.1 million for
the three  months ended June 30, 1997 from  approximately  $39,000 for the three
months ended June 30, 1996.  This increase is due to increased  earnings and the
Company's  termination of its S Corporation  tax status in conjunction  with its
initial  public  offering  in  November  1996.  Prior  to this  termination  the
provision for income taxes only reflected  taxes related to IMR-India.  On a pro
forma basis, giving effect to the Company's termination of its S Corporation tax
status as of November 11, 1996,  the income tax provision for the second quarter
of 1996 would have been approximately $325,000. This represents an effective pro
forma tax rate of 30.2% and 31.8% for the three  month  periods  ended  June 30,
1997 and June 30, 1996,  respectively.  The decrease in the  effective  tax rate
reflects a greater portion of profits generated by the operations in India which
has  favorable  tax rates and the  investment  of excess  liquid assets into tax
exempt investments.

      Minority interest in net income decreased to approximately $18,000 for the
three months ended June 30, 1997 from  approximately  $176,000 in the comparable
period in 1996.  This represents the portion of IMR- India's net income which is
allocated to IMR-India's  minority  shareholders.  This decrease was a result of
the acquisition of 64.0% of IMR-India by IMR-U.S. during late 1996.

      Net income for the second quarter of 1997 is approximately $2.5 million or
$.11 per share  compared  to pro forma net income of  approximately  $521,000 or
$.03 per share in the comparable period in 1996.











                                      10


<PAGE>




           INFORMATION MANAGEMENT RESOURCES, INC. AND SUBSIDIARIES

                    MANAGEMENT DISCUSSION AND ANALYSIS OF
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                 (CONTINUED)


SIX MONTHS ENDED JUNE 30, 1997 COMPARED TO SIX MONTHS ENDED JUNE 30, 1996

      For the six  months  ended  June 30,  1997,  revenues  increased  to $33.1
million  representing  a 167.1%  increase over revenues of $12.4 million for the
six months ended June 30, 1996.  The January 8, 1997 IMR-U.K.  acquisition  (see
Note 4 of the Consolidated  Financial  Statements) accounted for $7.8 million of
the revenue increase. In addition,  transitional  outsourcing services (software
development, application maintenance, migration and re-engineering) revenues and
in particular Year 2000 revenues  continued to expand.  For the first six months
of 1997  revenues  from the  Company's  Year 2000  services  increased  to $16.5
million (including  IMR-U.K.  revenues),  compared to approximately $1.5 million
for the first six months of 1996.

      Gross profit  increased  to $14.7  million in the first six months of 1997
compared to $5.4 million in the prior  comparable  period.  As a  percentage  of
revenues,  gross  profit  increased  to 44.4% in the  first  six  months of 1997
compared to 43.4% in the first six months of 1996.  The  Company's  gross profit
margin increased for the U.S. and India operations, however, the U.K. operations
partially  offset  this  increase  as  the  newly  acquired  company  derived  a
substantial  portion of its revenues from professional  services which generally
result in lower profit margins.

      For  the  six  months   ended  June  30,   1997,   selling,   general  and
administrative  (SG&A)  expenses  increased  to $8.7  million,  compared to $3.3
million for the six months  ended June 30, 1996.  As a  percentage  of revenues,
SG&A  expenses  for the six months  ended June 30, 1997  decreased to 26.2% from
26.4% for the same  period  in 1996.  While as a  percentage  of  revenues  SG&A
expenses decreased  slightly,  the increase in real terms is attributable to the
inclusion  of  IMR-U.K.  SG&A  expenses,  expansion  of the  delivery  capacity,
regionalization  of operations,  additional costs associated with being a public
company,  and  increases in costs  related to expanding  the  Company's  general
support  staff  (primarily  recruiting,   research  and  development  and  human
resources).  The Company will continue to increase SG&A expense in  anticipation
of a potential increase in business volume in late 1997 and 1998.

      Goodwill  amortization  increased  to  approximately  $547,000 for the six
months ended June 30, 1997 from  approximately  $29,000 for the six months ended
June  30,  1996.  This  increase  reflects  the  goodwill   resulting  from  the
acquisition  of 64.0% of  IMR-India  in the second half of 1996 and the IMR-U.K.
acquisition effective January 8, 1997.

      Operating  income  for the  first  six  months  of 1997 was  $5.5  million
compared to $2.1 million in the prior comparable  period,  representing a 163.4%
increase. As a percentage of revenues, income from operations for the six months
ended June 30, 1997  decreased to 16.6% from 16.8% in the  comparable  period in
1996.  As a percentage  of  revenues,  1.7% of this change was  attributable  to
expanded goodwill amortization described above, offset by the affect of revenues
increasing more rapidly than operating expenses.










                                      11


<PAGE>



           INFORMATION MANAGEMENT RESOURCES, INC. AND SUBSIDIARIES

                    MANAGEMENT DISCUSSION AND ANALYSIS OF
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                 (CONTINUED)



SIX MONTHS ENDED JUNE 30, 1997 COMPARED TO SIX MONTHS ENDED JUNE 30, 1996

      The Company  realized  net other income of  approximately  $385,000 in the
first six months of 1997 compared to net other expense of approximately $128,000
in the comparable  period of 1996. Other expense in the first six months of 1996
included  interest  expense of $160,000  offset by interest  and other income of
$32,000.   During  the  first  six  months  of  1997,  the  Company   recognized
approximately $521,000 in investment income from the investment of the remaining
net  proceeds  from its  initial  public  offering  and  incurred  approximately
$136,000 of interest expense related primarily to credit facilities in India and
the U.K. and shareholder notes payable.

      The provision for income taxes increased to approximately $1.9 million for
the six  months  ended June 30,  1997 from  approximately  $115,000  for the six
months ended June 30, 1996.  This increase is due to increased  earnings and the
Company's  termination of its S Corporation  tax status in conjunction  with its
initial  public  offering  in  November  1996.  Prior  to this  termination  the
provision for income taxes only reflected  taxes related to IMR-India.  On a pro
forma basis, giving effect to the Company's termination of its S Corporation tax
status as of  November  11,  1996,  the income tax  provision  for the first six
months of 1996  would  have been  approximately  $680,000.  This  represents  an
effective  pro forma tax rate of 33.0% and 34.8% for the six month periods ended
June 30, 1997 and June 30, 1996, respectively. The decrease in the effective tax
rate reflects a greater portion of profits  generated by the operations in India
which has  favorable  tax rates and the  investment of excess liquid assets into
tax exempt investments..

      Minority interest in net income decreased to approximately $25,000 for the
six months  ended June 30, 1997 from  approximately  $330,000 in the  comparable
period in 1996.  This represents the portion of IMR- India's net income which is
allocated to IMR-India minority shareholders.  This decrease was a result of the
acquisition of 64.0% of IMR-India by IMR-U.S. during late 1996.

      Net income for the first six months of 1997 is approximately  $3.9 million
or $.18 per share compared to pro forma net income of approximately  $944,000 or
$.06 per share in the comparable period in 1996.

LIQUIDITY AND CAPITAL RESOURCES

      As of June 30, 1997,  the Company had a current  ratio of 2.8 to 1, highly
liquid  assets (cash,  cash  equivalents  and  marketable  securities)  of $30.7
million and available  bank lines of credit of  approximately  $6.0 million.  In
addition,  on August 5, 1997,  the Company  completed a second  public  offering
which yielded net proceeds of  approximately  $45.6 million to the Company.  The
Company  continuously  reviews its future cash  requirements,  together with its
available  bank lines of credit and  internally  generated  funds.  The  Company
believes  it  will  meet  all  working  capital  obligations  and  fund  further
development of its business for at least the next 12 months.











                                      12


<PAGE>



           INFORMATION MANAGEMENT RESOURCES, INC. AND SUBSIDIARIES

                    MANAGEMENT DISCUSSION AND ANALYSIS OF
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                 (CONTINUED)




OTHER MATTERS

      During June 1997, the Company  initiated  operations in Belfast,  Northern
Ireland which will serve as a software  development  center.  Initial operations
will include  establishing an infrastructure,  recruiting resources and training
project personnel.

      In March 1997, the Company  acquired a building  located in Mumbai,  India
(Movitone  Electronics  Limited) to develop a new offshore software  development
center. The building is located in an area designated for certain tax incentives
and  relaxed  regulatory  restrictions  similar  to  those  applicable  to IMR's
Bangalore  operations.  Currently,  the Company is in the process of  renovating
this  facility and expects it to be  operational  by the third  quarter of 1997.
During the  renovation,  the  Company  has  operated  in Mumbai  from  temporary
facilities.  No assurance can be given that  renovations of the Mumbai  facility
will be completed on time or that the Indian government will continue to provide
tax and other  incentives to the software  industry or in the area in which this
facility is located.






































                                      13


<PAGE>



           INFORMATION MANAGEMENT RESOURCES, INC. AND SUBSIDIARIES

                          Part II. Other Information





ITEM 1.  LEGAL PROCEEDINGS

         The Company is not a party to any pending material litigation.


ITEM 5.  OTHER INFORMATION

         None


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         None








































                                       14


<PAGE>



                                   SIGNATURES





       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.




                                        INFORMATION MANAGEMENT RESOURCES, INC.




Date         August 13, 1997            /s/ Satish K. Sanan
     -------------------------          ----------------------------------------
                                        Satish K. Sanan
                                        Chief Executive Officer



Date         August 13, 1997            /s/ John R. Hindman
     -------------------------          ----------------------------------------
                                        John R. Hindman
                                        Chief Financial Officer




































                                       15


<PAGE>



            INFORMATION MANAGEMENT RESOURCES, INC. AND SUBSIDIARIES

                                EXHIBIT INDEX





Exhibit
Number                                  Description                         Page
------                                  -----------                         ----


   11       Computation of earnings per common share for the
            three month and six month periods ended June 30, 1997 and 1996... 17

   27       Financial Data Schedule.......................................... 18












































                                      16