================================================================================
                       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 September 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 November 4, 1997,  there were 17,042,663  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 September 30, 1997 and December 31, 1996.....          3
                                                                    
           Consolidated Statements of Income                        
           for the Three Month and Nine Month Periods Ended         
           September 30, 1997 and 1996.........................         4
                                                                    
           Consolidated Statements of Cash Flows                    
           for the Nine Month Periods Ended                         
           September 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>
                                                            December 31, September 30,
                                                                 1996         1997 
                                                              ---------    ---------
                                                                          (Unaudited)
<S>                                                           <C>          <C>      
                                ASSETS
Current assets:
   Cash and cash equivalents ..............................   $  24,082    $  63,951
   Marketable securities ..................................       5,644       21,481
   Accounts receivable ....................................       5,670       11,124
   Unbilled work in process ...............................       1,074        3,766
   Accounts receivable, affiliate .........................         646         --
   Notes receivable, affiliate ............................         533         --
   Income tax receivable ..................................        --            875
   Deferred income taxes ..................................        --          2,320
   Other current assets ...................................         890        1,566
                                                              ---------    ---------

         Total current assets .............................      38,539      105,083
Property and equipment, net of accumulated depreciation ...       3,703        8,402
Capitalized software costs, net of accumulated amortization         720          459
Note receivable, affiliate ................................         159         --
Deposits and other assets .................................         438          647
Goodwill, net of accumulated amortization .................       5,394       10,298
                                                              ---------    ---------

         Total assets .....................................   $  48,953    $ 124,889
                                                              =========    =========
                 LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Revolving credit loans .................................   $    --      $     281
   Accounts payable .......................................       1,364        2,768
   Accrued expenses .......................................       2,878        7,300
   Income tax payable .....................................         477           16
   Deferred income taxes ..................................         258         --
   Current portion of long-term debt ......................        --            295
   Current maturities of capital lease obligations ........          55           63
   Current portion of notes payable-shareholders ..........         814         --
   Deferred revenue .......................................       1,965        4,770
                                                              ---------    ---------

         Total current liabilities ........................       7,811       15,493
Long-term debt ............................................        --            885
Deferred income taxes .....................................         634          373
Other liabilities .........................................          85          111
                                                              ---------    ---------

         Total liabilities ................................       8,530       16,862
                                                              ---------    ---------

Minority interest .........................................          67           39
                                                              ---------    ---------
Shareholders' equity:
   Preferred stock ........................................        --           --
   Common stock ...........................................       1,447        1,704
   Additional paid-in capital .............................      38,359       98,389
   Retained earnings ......................................         669        8,043
   Cumulative foreign currency translation adjustment .....        (119)        (148)
                                                              ---------    ---------

         Total shareholders' equity .......................      40,356      107,988
                                                              ---------    ---------

         Total liabilities and shareholders' equity .......   $  48,953    $ 124,889
                                                              =========    =========

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      Nine Months Ended
                                                   September 30,          September 30,
                                               --------------------    --------------------
                                                  1996        1997        1996       1997
                                               --------    --------    --------    --------
<S>                                            <C>         <C>         <C>         <C>     
Revenues ...................................   $  7,048    $ 23,044    $ 19,445    $ 56,158
Cost of revenues ...........................      3,917      12,613      10,928      31,026
                                               --------    --------    --------    --------

         Gross profit ......................      3,131      10,431       8,517      25,132

Selling, general and administrative expenses      1,974       5,668       5,249      14,339
Goodwill amortization ......................         31         283          60         830
                                               --------    --------    --------    --------

         Total operating expense ...........      2,005       5,951       5,309      15,169
                                               --------    --------    --------    --------

         Income from operations ............      1,126       4,480       3,208       9,963

Other income (expense):
         Interest expense ..................        (62)        (36)       (222)       (172)
         Interest income and other .........         26         552          58       1,073
                                               --------    --------    --------    --------

         Total other income (expense) ......        (36)        516        (164)        901
                                               --------    --------    --------    --------
Income before provision for income taxes and
         minority interest .................      1,090       4,996       3,044      10,864

Provision for income taxes .................         42       1,509         157       3,443
                                               --------    --------    --------    --------

         Income before minority interest ...      1,048       3,487       2,887       7,421

Minority interest in net income ............       (167)        (22)       (497)        (47)
                                               --------    --------    --------    --------

         Net income ........................   $    881    $  3,465    $  2,390    $  7,374
                                               ========    ========    ========    ========

Net income per share                                          $0.15                   $0.33
                                                              =====                   =====
Pro forma income data:

Historical net income.......................  $    881                 $  2,390
Pro forma adjustment to income tax expense..       290                      855
                                              --------                 --------

Pro forma net income........................  $    591                 $  1,535
                                              ========                 ========

Pro forma net income per share..............     $0.03                    $0.09
                                                 =====                    =====
Weighted average common and
         common equivalent shares...........    16,883      23,489       17,004      22,621
                                                ======      ======       ======      ====== 


   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>
                                                                            Nine Months Ended  
                                                                              September 30,    
                                                                          --------------------
                                                                              1996       1997 
                                                                          --------    -------- 
<S>                                                                       <C>         <C>     
Cash flows from operating activities:                                      
   Net income .........................................................   $  2,390    $  7,374
   Adjustment to reconcile net income to cash provided by (used in)
      operating activities:
      Depreciation and amortization ...................................        414       2,583
      Unrealized exchange losses (gains) ..............................          8         (11)
      (Gain) loss in equity investment ................................        (16)       --
      Minority interest in net income .................................        496          47
      Changes in operating assets and liabilities, net of acquisitions:
         Accounts receivable and unbilled work-in-process .............     (1,767)     (4,799)
         Other current assets .........................................       (338)         50
         Deposits and other assets ....................................       (164)       (209)
         Accounts payable .............................................        866         637
         Accrued expenses .............................................        284       1,720
         Income taxes payable .........................................       --          (530)
         Deferred income taxes ........................................         34        --
         Deferred revenue .............................................      1,129       2,427
         Other liabilities ............................................         (4)         34
                                                                          --------    --------

         Total adjustments ............................................        942       1,949
                                                                          --------    --------

         Net cash provided by operating activities ....................      3,332       9,323
                                                                          --------    --------

Cash flows from investing activities:
   Investment in marketable securities ................................       --       (15,837)
   Additions to capitalized software costs ............................       (141)       (763)
   Additions to property and equipment ................................     (1,913)     (4,679)
   Increase in equity investment and loans to affiliate ...............       (392)       --
   Acquisition of interest in consolidated subsidiary .................     (1,790)       --
   Acquisition of subsidiaries, net of cash received
      and liabilities assumed .........................................       --        (3,287)
                                                                          --------    --------

         Net cash used in investing activities ........................     (4,236)    (24,566)
                                                                          --------    --------

Cash flows from financing activities:
   Net (reductions) borrowings from revolving credit line .............      1,003        (654)
   Proceeds from long-term debt .......................................        900       1,180
   Payments on long-term debt .........................................     (1,561)       --
   Payments on notes payable-shareholder ..............................       (350)       (822)
   Payments on capital lease obligations ..............................       (117)        (57)
   Payment of dividends ...............................................        (22)       --
   Proceeds from issuance of common stock .............................         10      53,142
   Proceeds from exercise of stock options ............................       --         2,341
   Purchase of treasury stock at cost .................................       (217)       --
                                                                          --------    --------

         Net cash provided by (used in) financing activities ..........       (354)     55,130
                                                                          --------    --------

Effect of exchange rate changes .......................................        (11)        (18)
                                                                          --------    --------

Net (decrease) increase in cash and cash equivalents ..................     (1,269)     39,869
Cash and cash equivalents at beginning of year ........................      1,621      24,082
                                                                          --------    --------

Cash and cash equivalents at end of period ............................   $    352    $ 63,951
                                                                          ========    ========

  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
                               September 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 nine month  periods ended  September 30, 1997 are not  necessarily
indicative  of the  results  to be  expected  for the full year.  These  interim
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
September 30, 1997.  Additionally,  because  investments  are short-term and are
generally allowed to mature, realized gains and losses have been minimal through
September 30, 1997.

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


                                                          September 30, 1997
                                                            (In thousands)
                                                          -----------------

          Municipal debt securities...................... $          20,990
          Certificates of deposit - foreign..............                64
          Interest income receivable.....................               427
                                                          -----------------

                                                          $          21,481
                                                          =================

          The maturity of the above marketable securities at September 30, 1997,
is between four months and one year.













                                        6

<PAGE>
             INFORMATION MANAGEMENT RESOURCES, INC. AND SUBSIDIARIES

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

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

    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 nine
month periods ended September 30, 1996 to conform to the new  classification  of
these expenses for the three and nine month periods ended September 30, 1997.

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  nine  month  periods  ended  September  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 (included in accrued
expenses).  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  (goodwill)  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.








                                        7


<PAGE>


             INFORMATION MANAGEMENT RESOURCES, INC. AND SUBSIDIARIES

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


4.  ACQUISITIONS (CONTINUED)

    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.

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.

    On August 5, 1997,  the  Company  completed a public  offering of  1,725,000
shares  (including  shares issued pursuant to the exercise of the  underwriters'
over-allotment  option) of its authorized but unissued  Common Stock,  par value
$0.10  per  share.   Net  proceeds  to  the  Company  from  this  offering  were
approximately  $52.5 million  after  deducting  the  underwriters'  discount and
expenses payable by the Company in connection with the offering.

    Changes in shareholders' equity for the nine months ended September 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                         69           7         587            -           -          594
Stock options exercised                        660          66         118            -           -          184
Tax benefit of stock options exercised           -           -       5,872            -           -        5,872
Public offering                              1,725         173      52,375            -           -       52,548
Net income                                       -           -           -        7,374           -        7,374
Translation adjustment                           -           -           -            -         (29)         (29)
                                            ------    --------    --------     --------    --------    ---------

Balance, September 30, 1997                 17,036    $  1,704    $ 98,389     $  8,043    $   (148)   $ 107,988
                                            ======    ========    ========     ========    ========    =========

</TABLE>








                                        8


<PAGE>



             INFORMATION MANAGEMENT RESOURCES, INC. AND SUBSIDIARIES

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



      Except for historical information contained herein, some matters discussed
in this  report,  including  but  not  limited  to  statements  relating  to the
Company's anticipation of an increase in business volume during 1998, 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  SEPTEMBER 30, 1997 COMPARED TO THREE MONTHS ENDED  SEPTEMBER
30, 1996

      REVENUES.  For  the  three  months  ended  September  30,  1997,  revenues
increased to $23.0 million  representing a 227.0% increase over revenues of $7.0
million for the three months ended September 30, 1996. The Company's acquisition
of a 100%  interest  in  IMR-U.K.  in  January  1997  (see  Note 4 of  Notes  to
Consolidated Financial Statements) and the consolidation of revenues realized by
IMR-U.K.  accounted  for $4.9  million of the  revenue  increase.  In  addition,
revenues from the Company's core  transitional  outsourcing  services  (software
development,  application maintenance and migration and re-engineering services)
increased 113.5% over the third quarter of 1996. Third quarter revenues from the
Company's Year 2000  conversion  service  increased to $12.8 million  (including
IMR-U.K. revenues), compared to $2.2 million for the third quarter of 1996.

      COST OF  REVENUES.  Cost of  revenues  was  $12.6  million,  or  54.7%  of
revenues,  for the three months ended  September  30, 1997,  as compared to $3.9
million,  or 55.6% of revenues,  for the three months ended  September 30, 1996.
The decrease in cost of revenues as a percentage of revenues  reflects:  (i) the
Company's  implementation  of better  controls over project pricing and margins;
(ii) a higher  percentage of Year 2000 conversion  services projects in the most
recent  quarter,  which generally have resulted in higher margins than contracts
for the Company's  professional  service and maintenance service offerings;  and
(iii) improved  utilization of software development and personnel in India. This
improved  utilization  reflected the benefits  associated with the expansion and
training of the Company's India-based personnel. Wage costs continue to increase
at a  greater  rate than  inflation  in each of the  countries  in which IMR has
operations,  and the Company  anticipates  that this trend will  continue in the
near term.  The  Company  has been able to pass these wage  increases  on to its
customers in the form of increased  prices for its service  offerings.  However,
there can be no assurance  that the Company will be able to continue to increase
prices to its customers to offset future wage increases.

      GROSS PROFIT. Gross profit increased to $10.4 million in the third quarter
of 1997 compared to $3.1 million in the prior comparable period. As a percentage
of  revenues,  gross  profit  increased  to 45.3% in the third  quarter  of 1997
compared  to 44.4% in the third  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 U.K.  operations  derived a  substantial
portion of its revenues from  professional  services which  generally  result in
lower profit margins.


                                       9


<PAGE>


            INFORMATION MANAGEMENT RESOURCES, INC. AND SUBSIDIARIES

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


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

      SELLING,  GENERAL AND ADMINISTRATIVE  EXPENSES. For the three months ended
September  30,  1997,  selling,   general  and  administrative  (SG&A)  expenses
increased to $5.7  million,  compared to $2.0 million for the three months ended
September  30, 1996.  As a percentage  of revenues,  SG&A expenses for the three
months  ended  September  30,  1997  decreased  to 24.6% from 28.0% for the same
period in 1996.  This  decrease as a percentage  of revenue  occurred due to the
rapid  increase in revenues in the third quarter of 1997 compared to the rate of
increase in SG&A in the same  period.  The dollar  increase in SG&A  expenses is
attributable to the addition of SG&A expenses  resulting from the acquisition of
a 100%  interest in IMR-U.K.,  expansion  of the  Company's  delivery  capacity,
regionalization  of operations,  additional costs associated with being a public
company,  increases in costs related to expanding the Company's  general support
staff (primarily  recruiting,  research and development and human resources) and
start-up costs related to the establishment of Information  Management Resources
(Northern  Ireland)  Ltd.  ("IMR-N.I.").  The  Company  expects to  continue  to
increase its SG&A expenses in anticipation  of a potential  increase in business
volume during 1998.

      GOODWILL AMORTIZATION.  Goodwill amortization increased  to  approximately
$283,000  for the three  months  ended  September  30,  1997 from  approximately
$31,000 for the three months ended  September 30, 1996.  This increase  reflects
the goodwill  resulting from the acquisition of 64.0% of IMR-India in the second
half of 1996, the acquisition of a 100% interest in IMR-U.K. in January 1997 and
the establishment of IMR-N.I.

      INCOME FROM OPERATIONS. Operating income for the third quarter of 1997 was
$4.5  million  compared  to $1.1  million  in the  comparable  period  of  1996,
representing  a 297.9%  increase.  As a  percentage  of  revenues,  income  from
operations for the three months ended September 30, 1997 increased to 19.4% from
16.0% in the comparable period in 1996.

      OTHER  INCOME  (EXPENSE).   The  Company  realized  net  other  income  of
approximately  $516,000  in the  third  quarter  of 1997  compared  to net other
expense of approximately $36,000 in the comparable period of 1996. Other expense
in the third quarter of 1996 included interest expense of $62,000,  interest and
other income of $10,000 and a gain related to the Company's equity investment in
IMR-U.K. of approximately $16,000. During the third quarter of 1997, the Company
recognized  approximately  $552,000 in investment  income from the investment of
the remaining net proceeds from its public offerings in November 1996 and August
1997.  Investment  income  was  partially  offset by  approximately  $62,000  of
interest expense related primarily to credit facilities in India and the U.K.

      PROVISION  FOR INCOME TAXES.  The provision for income taxes  increased to
approximately  $1.5 million for the three months ended  September  30, 1997 from
approximately  $42,000 for the three  months  ended  September  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,






                                      10


<PAGE>


            INFORMATION MANAGEMENT RESOURCES, INC. AND SUBSIDIARIES

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


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

giving effect to the Company's termination of its S Corporation tax status as of
November 11, 1996,  the income tax provision for the third quarter of 1996 would
have been  approximately  $332,000.  This  represents an effective pro forma tax
rate of 30.2% and 30.5% for the three month periods ended September 30, 1997 and
September 30, 1996, respectively.

      MINORITY INTEREST IN NET INCOME. Minority interest in net income decreased
to  approximately  $22,000 for the three  months ended  September  30, 1997 from
approximately  $167,000 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 the Company during late 1996.

      NET INCOME. Net income for the third quarter of 1997 is approximately $3.5
million  or $.15 per share  compared  to pro forma net  income of  approximately
$591,000 or $.03 per share in the comparable period in 1996.

NINE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1996

      REVENUES. For the nine months ended September 30, 1997, revenues increased
to $56.2 million  representing a 188.8%  increase over revenues of $19.4 million
for the nine months ended  September 30, 1996.  The Company's  acquisition  of a
100% interest in IMR-U.K.  in January 1997 (see Note 4 of Notes to  Consolidated
Financial  Statements)  accounted for $12.7 million of the revenue increase.  In
addition,  revenues from the Company's core  transitional  outsourcing  services
(software development,  application maintenance and migration and re-engineering
services)  and,  to a greater  extent,  revenues  from the  Company's  Year 2000
conversion  services  continued  to expand.  For the first  nine  months of 1997
revenues from the Company's  Year 2000  conversion  services  increased to $29.4
million (including  IMR-U.K.  revenues),  compared to approximately $3.7 million
for the first nine months of 1996.

      COST OF  REVENUES.  Cost of  revenues  was  $31.0  million,  or  55.2%  of
revenues,  for the nine months ended  September  30, 1997,  as compared to $10.9
million, or 56.2% of revenues, for the nine months ended September 30, 1996. The
decrease in cost of  revenues as a  percentage  of  revenues  reflects:  (i) the
Company's  implementation  of better  controls over project pricing and margins;
(ii) a higher  percentage of Year 2000 conversion  services projects in the most
recent  quarter,  which generally have resulted in higher margins than contracts
for the Company's  professional  service and maintenance service offerings;  and
(iii) improved  utilization of software development and personnel in India. This
improved  utilization  reflected the benefits  associated with the expansion and
training of the Company's India-based personnel. Wage costs continue to increase
at a  greater  rate than  inflation  in each of the  countries  in which IMR has
operations,  and the Company  anticipates  that this trend will  continue in the
near term.  The  Company  has been able to pass these wage  increases  on to its
customers in the form of increased  prices for its service  offerings.  However,
there can be no assurance  that the Company will be able to continue to increase
prices to its customers to offset future wage increases.






                                      11


<PAGE>


            INFORMATION MANAGEMENT RESOURCES, INC. AND SUBSIDIARIES

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


NINE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1996

      GROSS  PROFIT.  Gross profit  increased to $25.1 million in the first nine
months of 1997  compared to $8.5 million in the prior  comparable  period.  As a
percentage of revenues, gross profit increased to 44.8% in the first nine months
of 1997 compared to 43.8% in the first nine months of 1996. The Company's  gross
profit margin increased for the U.S. and India operations;  however,  operations
of IMR-U.K.  partially  offset this  increase as IMR-U.K.  derived a substantial
portion of its revenues from  professional  services which  generally  result in
lower profit margins.

      SELLING,  GENERAL AND ADMINISTRATIVE  EXPENSES.  For the nine months ended
September 30, 1997, SG&A expenses  increased to $14.3 million,  compared to $5.2
million for the nine  months  ended  September  30,  1996.  As a  percentage  of
revenues,  SG&A expenses for the nine months ended  September 30, 1997 decreased
to 25.5%  from  27.0% 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 SG&A  expenses of IMR-U.K.,  expansion of the
Company's  delivery capacity,  regionalization  of operations,  additional costs
associated with being a public company,  increases in costs related to expanding
the  Company's  general  support  staff  (primarily  recruiting,   research  and
development and human resources) and the start-up costs related to IMR-N.I.  The
Company  expects to continue  to increase  SG&A  expenses in  anticipation  of a
potential increase in business volume in 1998.

      GOODWILL  AMORTIZATION.  Goodwill amortization  increased to approximately
$830,000 for the nine months ended September 30, 1997 from approximately $60,000
for the nine months  ended  September  30,  1996.  This  increase  reflects  the
goodwill resulting from the acquisition of 64.0% of IMR-India in the second half
of 1996, the acquisition of a 100% interest in IMR-U.K.  in January 1997 and the
establishment of IMR-N.I.

      INCOME FROM OPERATIONS. Operating income for the first nine months of 1997
was $10.0  million  compared  to $3.2  million in the prior  comparable  period,
representing  a 210.6%  increase.  As a  percentage  of  revenues,  income  from
operations for the nine months ended  September 30, 1997 increased to 17.7% from
16.5% in the  comparable  period in 1996. As a percentage  of revenues,  1.4% of
this change was attributable to expanded goodwill amortization  described above,
offset  by the  effect  of  revenues  increasing  more  rapidly  than  operating
expenses.

      OTHER  INCOME  (EXPENSE).   The  Company  realized  net  other  income  of
approximately  $901,000 in the first nine  months of 1997  compared to net other
expense  of  approximately  $164,000  in the  comparable  period of 1996.  Other
expense in the first nine months of 1996 included  interest  expense of $222,000
offset  by  interest  and other  income of  $42,000  and a gain  related  to the
Company's equity  investment in IMR-U.K.  of approximately  $16,000.  During the
first nine months of 1997, the Company recognized  approximately $1.1 million in
investment  income from the  investment  of the  remaining net proceeds from its
public  offerings in November 1996 and August 1997,  and incurred  approximately
$172,000 of interest expense related primarily to credit facilities in India and
the U.K. and shareholder notes payable.







                                      12


<PAGE>


            INFORMATION MANAGEMENT RESOURCES, INC. AND SUBSIDIARIES

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


NINE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1996

      PROVISION  FOR INCOME TAXES.  The provision for income taxes  increased to
approximately  $3.4  million for the nine months ended  September  30, 1997 from
approximately  $157,000  for the nine months  ended  September  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  nine  months of 1996 would have been
approximately  $1.0 million.  This represents an effective pro forma tax rate of
31.7%  and  33.2%  for the nine  month  periods  ended  September  30,  1997 and
September  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. Minority interest in net income decreased
to  approximately  $47,000 for the nine  months  ended  September  30, 1997 from
approximately  $497,000 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 the Company during late 1996.

      NET INCOME.  Net income for the first nine months of 1997 is approximately
$7.4 million or $.33 per share compared to pro forma net income of approximately
$1.5 million or $.09 per share in the comparable period in 1996.

LIQUIDITY AND CAPITAL RESOURCES

      As of  September  30,  1997,  the  Company  had  working  capital of $89.6
million,  a current ratio of 6.8 to 1, liquid assets (cash, cash equivalents and
marketable  securities)  of $85.4 million and available  bank lines of credit of
approximately $11.4 million. Additionally,  cash provided by operations was $9.3
million for the nine months ended  September 30, 1997. The Company has committed
approximately  $1.8  million  for the  acquisition  of a facility  in New Delhi,
India.  The  Company  intends to use this  facility  as a  software  development
center.  Management estimates that an additional  investment of $2.0 million for
renovating and equipment acquisitions will be required. The Company has no other
material financial commitments. The Company continuously reviews its future cash
requirements,  together with its available  bank lines of credit and  internally
generated funds. The Company believes it has adequate capital  resources to meet
all working capital obligations and fund further development of its business for
at least the next 12 months.

OTHER MATTERS

      During  June  1997,  the  Company  established   IMR-N.I.   and  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.








                                      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  November 12, 1997                     /s/ Satish K. Sanan
     -------------------                    ------------------------------------
                                            Satish K. Sanan
                                            Chief Executive Officer



Date  November 12, 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 nine month periods ended September 30, 1997 and 1996....... 17

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














































                                      16