UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                   FORM 10-QSB

(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 transition period from ________________ to __________________
                        Commission file number 000-21295

                              THINKING TOOLS, INC.
        (Exact Name of Small Business Issuer as Specified In Its Charter)

       Delaware                                           77-0436410
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)
200 Park Avenue  Ste 3900
New York,  New York                                         10166
(Address of principal executive offices)                  (Zip Code)


         Issuer's Telephone Number, Including Area Code: (212) 808-7474
           Securities registered pursuant to Section 12(b) of the Act: None
           Securities registered pursuant to Section 12(g)of the Act:
                     Common Stock, par value $.001 per share

Check  whether  the issuer (1) has filed all  reports,  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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  [  ]        NO  [X]

At September 17, 1999, the number of shares  outstanding of the Issuer's  Common
Stock, par value $.001 per share, was 4,641,758 shares.


<PAGE>



                              THINKING TOOLS, INC.
            FORM 10-QSB FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998
                                      INDEX


Part I - FINANCIAL INFORMATION                                         PAGE NO.
------------------------------                                         --------

Item 1.    FINANCIAL STATEMENTS

           Condensed Balance Sheets as of March 31, 1999
           and December 31, 1998............................................3

           Condensed Statements of Operations for the three month periods
           ended March 31, 1999 and 1998....................................4

           Condensed Statements of Cash Flows for the three month periods
           ended March 31, 1999 and 1998....................................5

           Notes to Condensed Financial Statements..........................6

Item 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATIONS..............................8


Part II - OTHER INFORMATION

Item 6.   EXHIBITS AND REPORTS ON FORM 8-K.................................12

Signatures.................................................................13





                                        2


<PAGE>


PART I  -  FINANCIAL INFORMATION

Item 1.    FINANCIAL STATEMENTS

THINKING TOOLS, INC.

CONDENSED BALANCE SHEETS
     (IN THOUSANDS)


                                                        March 31,   December 31,
                                                          1999         1998(1)
                                                       (Unaudited)

Current assets:
    Cash and equivalents                                $      80    $       2
    Accounts receivable                                         6           53
                                                        ----------   ----------
       Total current assets                                    86           55

Property and equipment, net                                    54           56
Other assets                                                   12           12
                                                        ----------   ----------
       Total assets                                     $     152          123
                                                        ==========   ==========


LIABILITIES AND SHAREHOLDERS' (DEFICIENCY)
Current liabilities:
    Accounts payable                                    $     260    $     282
    Accrued expenses                                          679          638
    Notes payable                                             298           85
    Deferred revenues                                          22           22

    Current portion of capital lease obligations                3            3
         Total current liabilities                          1,262        1,030

Long term deposits                                             10           10
         Total liabilities                                  1,272        1,040

Shareholders' equity (deficiency):
    Common stock                                                5            5
    Additional paid-in capital                             11,489        11,288
    Accumulated deficit                                   (12,614)     (12,210)
                                                        ----------   ----------
         Total shareholders' (deficiency)                  (1,120)        (917)
                                                        ----------   ----------
         Total liabilities and
           shareholders' (deficiency)                   $     152    $     123
                                                        ==========   ==========

Derived  from the  December  31, 1998,  audited  balance  sheet  included in the
Company's  Annual  Report  on Form  10-KSB.


                  See notes to condensed financial statements.

                                        3


<PAGE>


THINKING TOOLS, INC.


CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)



                                                       Three Months Ended
                                                           March 31,
                                                     1999            1998
                                                     ----            ----


Revenues                                          $      58       $        0
                                                  ------------    -------------
         Gross Profit                                    58                0
                                                  ------------    -------------


Operating Expense:
        Selling, general, and administrative            106              472
        Research and development                        149              334
                                                  ------------    -------------
          Total operating expenses                      255              806
                                                  ------------    -------------
Operating Loss                                        (197)             (806)
                                                  ------------    -------------

OTHER INCOME (EXPENSE)

        Interest expense                              (208)               (2)
        Other income, net                                0                28
                                                  ------------    -------------
           Total other income, net                    (208)               26
                                                  ------------    -------------

           Net Loss                               $   (405)        $    (780)
                                                  ============     =============

Basic and Diluted Net Loss-Per Share              $     (0.09)     $      (0.17)
                                                  ------------     -------------

Shares used in calculating net loss per share        4,642            4,642


                   See notes to condensed financial statements


                                        4


<PAGE>


THINKING TOOLS, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)


                                                             Three months ended
                                                                  March 31,
                                                               1999       1998
                                                               ----       ----
Cash flows from operating activities:
Net loss                                                     $  (405)   $  (780)
Adjustments to reconcile net loss to net cash used in
operating activities:

         Depreciation and amortization                             2         13

                                                                 201          -

Accounts receivable                                               47          -
Prepaid expenses and other assets                                  -         31
Accounts payable                                                (22)        (38)
Accrued expenses                                                  42       (222)
Deferred revenues                                                  -          -
Net cash used in operating activities                           (135)      (996)
                                                            ---------   --------
Cash flows from investing activities:
    Purchase of property and equipment, net                       (0)       (14)
                                                            ---------   --------

Cash flows from Financing activities:
    Principal payments on short-term notes payable                 -        (30)
    Proceeds from issuance of notes payable                      213          -
    Principal payments on capital lease obligations                -         (5)
         Net cash used in financing activities                   213        (35)

Net increase (decrease) in cash and equivalents                   78     (1.045)
Cash and equivalents at beginning of period                        2      2,597
                                                            ---------   --------
Cash and equivalents at end of period                       $     80      1,552
                                                            =========   ========
Supplemental disclosure of cash flow information
Cash paid during the period for interest                    $      0          1
                                                            =========   ========


                   See notes to condensed financial statements


                                        5


<PAGE>


                              THINKING TOOLS, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.   Basis of Presentation

The accompanying  unaudited condensed financial statements have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information,  which  contemplates  the  continuation  of the  Company as a going
concern. In the opinion of management,  all adjustments considered necessary for
a fair presentation of the financial  position and the results of operations and
cash flows for the interim  periods have been included.  Interim results are not
necessarily  indicative  of results for a full year.  The Company  lacks product
revenues and has sustained substantial operating losses.

As of March 31, 1999, the Company had an accumulated deficit of $12,614,000. The
Company intends to locate and enter into a transaction with an existing,  public
or privately held company which in management's  view, has growth  potential and
may be involved in the software or technology industry. To that end, the Company
is currently  engaged in  negotiations  with several  candidates.  The Company's
continued  existence is dependent on its ability to negotiate such a transaction
and its ability to raise additional financing.

These interim condensed financial  statements should be read in conjunction with
the  information  included in the  Company's  Annual Report on Form 10-KSB filed
with the  Securities  and Exchange  Commission  for the year ended  December 31,
1998.


2.   Common Stock

The Company  consummated a series of financing  transactions  in 1996.  Warrants
were issued to Thinking Technologies,  L.P. to purchase 468,242 shares of common
stock at an exercise price of $1.07 per share,  expiring December 2006. Warrants
to purchase  456,250  shares of the  Company's  common stock at $3.90 per share,
expiring  August 2001,  were also issued.  In addition,  in October and November
1996, the Company  completed its initial public offering (the "IPO")  (including
the exercise of the  underwriter's  over-allotment  option) and issued 1,610,000
shares of common  stock at $6.50 per  share for net  proceeds  of  approximately
$8,470,000. Approximately $1,856,500 of the net proceeds of the IPO were used to
retire outstanding  indebtedness and accrued interest under the promissory notes
issued in the 1996 Bridge  Financing.  The  Remainder of the net proceeds of the
IPO were used to fund the Company's sales and marketing and product  development
efforts,  and for working capital and general corporate purposes.  In connection
with its IPO, the Company sold to its  underwriter  options to purchase  140,000
common shares for $.001 per option.  These options are  exercisable for a period
of five years at an exercise price equal to 160% of the initial public  offering
price ($10.40 per share).

                                        6

<PAGE>


On  November  6,  1998,  the  Company  approved  a bridge  financing  offer from
Technologies,  under which  Technologies was granted the right to purchase up to
350 units  for  $1,000  per unit (the  "1998  Bridge  Financing").  Each unit (a
"Bridge Unit") consists of a Secured Convertible Note in the principal amount of
$1,000, payable at 10% interest per annum (each, a "Bridge Note"), and a warrant
to  purchase 30 shares of common  stock of the  Company at an exercise  price of
$.20 per share (each, a "Bridge Warrant").  Each Bridge Note is convertible into
5,000 shares of Common Stock at a conversion price of $.20 per share. One Bridge
Warrant  shall be  terminated  upon  each  conversion  of a Bridge  Note.  As of
September 1, 1999,  Technologies  has  purchased  321 Bridge  Units.  This total
includes the reimbursement  with Bridge Units for expenses incurred in obtaining
the 1998 Bridge Financing and for seeking a Target Business for the Company. The
proceeds of the 1998  Bridge  Financing  have been used for working  capital and
general corporate purposes.

In July,  1999,  the Company  completed a bridge  financing in which it sold 150
units (the "Gem Units")  consisting of a 10% Unsecured  Convertible  Note in the
principal  amount of $1,000  (each a "Gem  Note") and a Warrant to  purchase  30
shares of the  Company's  Common  Stock at an  exercise  price of $.20 per share
(each,  a "Gem  Warrant") to Gem Management  Limited (the "Gem  Financing")  for
$150,000. Each Gem Note is convertible into 5,000 shares of the Company's Common
Stock at a conversion price of $.20 per share. Upon conversion of each Gem Note,
one Gem Warrant shall be terminated. The proceeds of this financing will be used
for working capital and general corporate purposes.


3.    Accounting for convertible securities with beneficial
      fixed dollar conversion

Pursuant to a recent accounting  standard consensus it is necessary to recognize
the intrinsic  value (that is, the difference  between the conversion  price and
fair value of the common stock into which a debt is  convertible,  multiplied by
the number of shares into which the debt is convertible) at the commitment date.
A portion of the proceeds from issuance of the  convertible  debt,  equal to the
intrinsic value, is then allocated to additional paid-in capital (APIC). Because
the debt is convertible at the date of issuance, the date discount is charged to
interest expense at the date of issuance.  In accordance with this  requirement,
the 1998 Bridge Notes currently held by Technologies  resulted in a year to date
interest expense recognition of $201,000 as of March 31, 1999.


4.   Net Loss Per Share

The Company follows Statement of Financial  Accounting  Standards (SFAS) No. 128
"Earnings Per Share." Due to the Company's net loss, all convertible securities,
options and  warrants  are  antidilutive;  hence both basic and diluted loss per
share are  computed  based on the  weighted  average  number of shares of common
stock outstanding during the period.


                                        7


<PAGE>


5.   Reporting Comprehensive Income

In June 1997,  the  Financial  Accounting  Standards  Board  issued SFAS No. 130
"Comprehensive  Income,"  which  requires  that an enterprise  report,  by major
components and as a single total, the change in its net assets during the period
from  non-owner  sources.  The Company's  financial  statements for the quarters
ended  March 31,  1999 and 1998 do not  include  amounts  which  are  considered
components  of  other  comprehensive  income.   Consequently,   net  income  and
comprehensive income are equivalent for both periods as defined.


6.   Notes Payable

In  November  1998  the  Company   approved  a  Bridge   Financing   offer  from
Technologies,  under which  Technologies was granted the right to purchase up to
$350,000 of Senior Secured  Convertible Notes due within 90 days at 10% interest
per annum.  Cash advances and certain expenses  through March 1999,  resulted in
borrowings under this arrangement amounting to approximately $285,000.

In July  1999,  an  additional  unsecured  convertible  note of  $150,000,  with
interest  of 10% per annum and with  warrants  to  purchase  common  stock,  was
entered into with Gem Management Ltd. (see note 2)


7.   Related Party Transactions

The Company's Chairman of the Board controls Thinking Technologies,  L.P., which
owns approximately 42% of the Company's  outstanding common stock, owns warrants
to purchase additional shares of common stock, and has made a Bridge Loan to the
Company,  as discussed in Notes 2 and 6.  Included in accrued  expenses at March
31, 1999, is $213,000 due to the Company's  Chairman of the Board for consulting
services as  approved by the Board of  Directors.  This  obligation  may, at the
Company's  election,  be  paid  in  options  to  purchase  common  stock.  These
consulting  services commenced October, 1997, for $150,000 per year less certain
related expenses.



Item 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Statements  contained in this  Quarterly  Report on Form 10-QSB,  other than the
historical financial information, constitute "forward-looking statements" within
the meaning of the Private  Securities  Litigation  Reform Act of 1995. All such
forward-looking  statements  involve known and unknown risks,  uncertainties  or
other factors which may cause actual results,  performance or achievement of the
Company to be  materially  different  from any future  results,  performance  or
achievement  expressed or implied by such  forward-looking  statements.  Factors
that might cause such a  difference  include,  but are not limited to, risks and
uncertainties  related to the Company's  limited  operating  history,  uncertain
future  profitability,  future financing needs, limited marketing experience and
dependence  on emerging  market for business  simulation  software;  competition
risks;  uncertainties  regarding the commercial acceptance of Think 2000 and the
development of additional  products;  risks associated with the Company's growth
strategy,  and other risks  described  herein and in the  Company's  1998 Annual
Report on Form 10-KSB.

The  following  discussion  should  be read in  conjunction  with the  financial
statements and notes thereto appearing elsewhere in the Quarterly Report on Form
10-QSB.


                                        8


<PAGE>


OVERVIEW

The Company commenced operations in December 1993 to develop and market business
simulation  software.  Until April 1999, the Company was engaged in research and
development activities and organizational efforts,  including the development of
its  initial  products,   recruiting  personnel,   establishing   marketing  and
manufacturing capabilities and raising capital.

The Company commenced commercial activities in January 1994, but to date has not
generated substantial revenues from the sale of its products. Revenues generated
through  October 30,  1997 were  primarily  derived  from  software  development
projects completed under contracts with customers.  Historically,  a significant
portion of such revenues were derived from a limited number of relatively  large
development  projects  contracted  for by a  small  number  of  customers.  Such
customers are not affiliated  with the Company.  The Company does not believe it
is  materially  dependent  upon sales to these  customers.  Contracts  with such
customers  have been fully  completed  as of  December  31,  1997.  The  Company
historically  has not had, and at March 31, 1999,  did not have,  any firm order
backlog.  During 1998 the Company  sought to continue its  previously  announced
strategy to change its focus from custom projects to self funded  development of
simulation  for broader  markets.  The Company  sought to leverage  its existing
products  and  technology  platform to become a  product-oriented,  sales-driven
company. During this period, revenues were not expected to be material.

As of  March  31,  1999,  the  Company  had  experienced  cumulative  losses  of
$12,614,000 and has not experienced  any quarter of profitable  operations.  The
Company's operations to date have been funded primarily through private sales of
debt and equity securities and the IPO.

During 1998, the Company  focused  primarily on the commercial  introduction  of
Think 2000, a Year 2000 risk simulation  software program,  which was introduced
in  September  1997.  Think 2000 was the first  simulation  product  the Company
internally  funded  and  brought  to  a  broader  market.  The  Company  made  a
significant  investment in the development and  commercialization of Think 2000.
Changes in market  conditions  and the  failure of the  Company to  successfully
commercialize  Think 2000 has had a  material  adverse  effect on the  Company's
business, operating results and financial condition.

On May 5, 1998 the Company received  notification  from The Nasdaq Stock Market,
Inc ("Nasdaq") that the Company was not in compliance with certain  quantitative
requirements  for continued  listing of its Common Stock on the Nasdaq  SmallCap
Market.

                                        9


<PAGE>


Nasdaq  requires,  among other things  companies  listed on the Nasdaq Small Cap
Market  maintain  (i)  net  tangible   assets  of  $2,000,000,   (ii)  a  market
capitalization of $35,000,000, or (iii) net income (in the latest fiscal year or
two of the last three fiscal years) of $500,000.  After a hearing  before Nasdaq
on July 24, 1998, Nasdaq notified the Company on November 7, 1998 that its stock
had been delisted from the Nasdaq SmallCap  Market due to the Company's  failure
to maintain  compliance  with these  quantitative  requirements.  The  Company's
Common Stock is  currently  traded on the OTC  Bulletin  Board,  but the Company
intends  to be listed on the  Nasdaq  SmallCap  Market  again when it is able to
comply with Nasdaq listing requirements.

In light of the  changes  in market  conditions,  and the  Company's  failure to
commercialize  Think 2000, on April 23, 1999, the Company  announced that it was
eliminating substantially all of its operations and all personnel were separated
from the Company,  other than those  required to perform  certain  executive and
administrative functions. It has since begun to search for candidates with which
to enter into transactions.  The Company has retained the technology  underlying
the products it discontinued.

Plans of Business

The Company  intends to locate and enter into a  transaction  with an  existing,
public or privately-held company that in management's view, has growth potential
and  may  be  involved  in  the  software  or  technology  industry  (a  "Target
Business").  To that end, the Company is currently  engaged in negotiations with
several candidates. A combination may be structured as a merger,  consolidation,
exchange  of the  Company's  common  stock for stock or assets or any other form
which  will  result  in the  combined  enterprise's  remaining  a  publicly-held
corporation.

Pending  negotiation and consummation of a transaction,  the Company anticipates
that it will have, aside from carrying on its search for a transaction  partner,
no business  activities,  and, thus, no material  source of revenue.  Should the
Company incur any significant  liabilities  prior to a combination with a Target
Business,  it may not be able  to  satisfy  without  additional  financing  such
liabilities  as are incurred.  If the Company's  management  pursues one or more
combination  opportunities  beyond the preliminary  negotiations stage and those
negotiations  are subsequently  terminated,  it is foreseeable that such efforts
will  exhaust  the  Company's  ability  to  continue  to seek  such  combination
opportunities  before any successful  transaction  can be  consummated.  In that
event,  the  Company's  common  stock will become  worthless  and holders of the
Company's  common stock will receive a nominal  distribution,  if any,  upon the
Company's liquidation and dissolution.

Results of Operations

Comparison of three months ended March 31, 1999 and March 31, 1998

Revenues.  Revenues  for the three  months  ended  March 31, 1999  increased  by
$58,000 from nil for three months ended March 31, 1998. During the first quarter
ending  March 31,  1998 the  Company was  focused  primarily  on the  commercial
introduction of Think 2000.

Gross Margin. Gross margin for the three months ended March 31, 1999 was $58,000
compared to nil for the comparable period ended 1998.


                                       10


<PAGE>


Selling,   General   and   Administrative   Expenses.   Selling,   general   and
administrative  expenses  decreased by  $366,000,  or 78 %, for the three months
ended March 31,  1999,  to  $106,000,  from  $472,000 for the three months ended
March  31,  1998.  Selling,   general,  and  administrative  expenses  consisted
primarily of costs associated with labor.  The decrease in selling,  general and
administrative expenses was primarily due to decreased  administrative headcount
and reduction in all departmental  expenses in a Company wide effort to continue
operations.

Research and Development. Research and development expenses for the three months
ended March 31, 1999, decreased by $185,000, or 55%, to $149,000,  from $334,000
for the three  months ended March 31, 1998.  The decrease was  primarily  due to
reducing staff and all expenses in a Company wide effort to continue operations.

Interest  Expense.  Interest  expense for the three  months ended March 31, 1999
increased by $206,000, to $208,000, from $2,000 for the three months ended March
31, 1998. There are two factors regarding the interest expense and primarily are
as follows:

          (i) Interest of approximately  $7,000  represents a 10% computation of
          interest  from  December  10,  1998  through  March 31, 1999 and is in
          accordance with the 1998 Bridge Financing between Technologies and the
          Company; and

          (ii)  Interest  expense  of  approximately   $201,000  represents  the
          recognition of the Bridge Notes at the lower of their  conversion rate
          and a  rate  fixed  at the  commitment  date.  The  Bridge  Notes  are
          convertible  into shares of Common Stock at $.20 per share,  less than
          the  market  price  on the  various  dates of  conversion.  Accounting
          standards  require the  appropriate  reporting of this  variance.  The
          "Additional  Paid-In-Capital"  area of the Balance sheet  reflects the
          $201,000 adjustment.

Other  Income.  Other  income  net for the three  months  ended  March 31,  1999
decreased by  approximately  $28,000,  to nil, from $28,000 for the three months
ended March 31, 1998.  Net Loss As a result of the  foregoing,  net loss for the
three  months ended March 31, 1999  decreased by $375,000,  or 48%, to $405,000,
from $780,000 for the three months ended March 31, 1998.

Liquidity and Capital Resources
Since its  inception  and through  March 31,  1999,  the  Company  has  incurred
cumulative losses aggregating  approximately $12,614,000 and has not experienced
any quarter of profitable  operations.  During the past three fiscal years,  the
Company has  satisfied  its cash  requirements  principally  from  advances from
shareholders,  private and public sales of equity  securities  and, to a limited
extent,  from cash flows from operations.  The primary uses of cash have been to
fund  research  and  development  and  for  sales,  general  and  administrative
expenses.

At March  31,  1999,  the  Company  had cash and  equivalents  of  approximately
$80,000,  a negative working capital of approximately  $1,176,000 and a negative
shareholders' equity of approximately $1,120,000. At March 31, 1999, the Company
had long-term liabilities of approximately $10,000 outstanding.


                                       11


<PAGE>


Net cash used in operating  activities for the three months ended March 31, 1999
and 1998, totaled approximately  $135,000 and $996,000  respectively.  The funds
from the first  quarter  ending  March 31,  1998  were  used  primarily  for the
Company's  product  development.  Funds used during the quarter ending March 31,
1999 were used primarily to fulfill general operating expenses.

The  Company is  currently  evaluating  its  financing  options  and is actively
searching for candidates  with which to enter into  transactions.  The Company's
management intends to consider only transaction candidates which in management's
view, have growth potential.  The Company's limited financial resources may make
the search difficult or even impossible without additional financing.  There can
be no  assurance  that the Company  will be able to obtain this goal on a timely
basis,  on  favorable  terms,  or at all. In any such event,  the Company may be
unable to implement its business plan.

Year 2000

Currently,  the  Company  has no active  computer  operations  and will not have
active  operations  until and unless it enters into a transaction  with a Target
Business.  As  part  of its  consideration  of the  merits  of  entering  into a
transaction with a Target Business, the Company will consider the effects on the
Year 2000 problem on such Target  Business and the actions  taken by such Target
Business to be ready for Year 2000.  In assessing  the level of readiness of any
Target  business,  the Company  considers the following to be the most important
factors:  (1) the level of compliance of such Target Business'  central computer
systems;  (ii) the  level of  compliance  of the  software  used in such  Target
Business'  ongoing  operations;  and (iii) the level of readiness of such Target
Business' largest vendors.

There can be no assurance  that either a Target  Business or any  customers  and
suppliers of such Target  Business,  will be year 2000  compliant.  In the event
that any Target Business or any of such Target Business,  customers or suppliers
do not install Year 2000  compliant  systems,  following  such  transaction  the
Company may need additional  clerical staff to perform certain tasks.  There can
be no  assurance  that the Company  will not have to bear  additional  costs and
expenses to the future related to the Year 2000 problem.


                                       12


<PAGE>


PART II - OTHER INFORMATION

Item 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS

Pursuant to the 1998 Bridge Financing, The Company issued 285 Bridge Units as of
April 1999. Each Bridge Unit consists of a Bridge Note and a Bridge Warrant.


Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits               Exhibit 27  Financial Data Schedule





                                       13


<PAGE>



SIGNATURES

In accordance with 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.


THINKING TOOLS, INC.


Date:    September 17, 1998                 By:  /s/ Moshe Zarmi
                                                --------------------------
                                                Moshe Zarmi
                                                President and CEO


                                            By:  /s/ Patricia Kessler
                                                --------------------------
                                                Patricia Kessler
                                                Acting Chief Financial Officer




                                       14