UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-Q

[Mark One]

     [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 1997

                                       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 0-20329

                             EIS INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

              Delaware No.                            06-1017599
     (State or other jurisdiction                  (I.R.S. Employer
          of incorporation)                      Identification Number)

                               555 Herndon Parkway
                                Herndon, VA 20170

                                 (703) 478-9808
              (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
                                   ----            ----

Indicate the number of shares outstanding of each of the issuer's classes of
common stock: Common Stock, par value $.01 per share, outstanding as of 
October 23, 1997:   11,640,834 shares.



<PAGE>

                    EIS INTERNATIONAL, INC. and SUBSIDIARIES

     INDEX to Financial Statements Filed with Quarterly Report of Registrant
              on Form 10-Q for the Quarter Ended September 30, 1997
                                   (Unaudited)


PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements:                                             Page
                                                                           ----
Unaudited Consolidated Balance Sheets as of
September 30, 1997 and December 31, 1996                                     3

Unaudited Consolidated Statements of Operations
for the three and nine months ended
September 30, 1997 and 1996                                                  4

Unaudited Consolidated Statements of Cash Flows
for the nine months ended September 30, 1997 and 1996                        5

Notes to Consolidated Financial Statements
(unaudited)                                                                6-7

Item 2.  Management's Discussion and Analysis of 
Financial Condition and Results of Operations                             8-11


PART II. OTHER INFORMATION

Item 1.  Legal Proceedings                                                  12

Item 2.  Changes in Securities                                   Not Applicable

Item 3.  Defaults Upon Senior Securities                         Not Applicable

Item 4.  Submission of Matters to a Vote of
         Security Holders                                        Not Applicable

Item 5.  Other Information Not Applicable

Item 6.  Exhibits and Reports on Form 8-K                                   13

Signatures                                                                  14



                                       2
<PAGE>

                    EIS INTERNATIONAL, INC. AND SUBSIDIARIES
                           Consolidated Balance Sheets
                             (Dollars in Thousands)

<TABLE>
<CAPTION>
                                                                     September 30,  December 31,
                                                                         1997           1996
                                                                     ------------   -----------
Assets                                                               (Unaudited)
<S>                                                                    <C>          <C>     
Current assets:
     Cash and cash equivalents                                         $ 16,297     $ 11,099
     Short-term investments                                               2,359        3,660
     Accounts receivable, trade, less allowances                                   
       for doubtful accounts and sales returns of                                  
       $5,468 in 1997 and $6,117 in 1996                                 14,825       21,335
     Current portion of installment and lease receivables                 1,658        2,007
     Inventories (note 4)                                                 5,496        7,732
     Deferred income taxes                                                9,148        8,638
     Refundable income taxes                                              2,359        2,450
     Prepaids and other current assets                                      931          576
                                                                       --------     --------
        Total current assets                                             53,073       57,497
                                                                                   
Capitalized software development costs, net                               4,523        4,617
Property and equipment, net                                               7,615        8,181
Installment and lease receivables, less current portion                   1,517        2,470
Other assets                                                              1,733        1,925
                                                                       --------     --------
        Total assets                                                   $ 68,461     $ 74,690
                                                                       ========     ========
                                                                                   
Liabilities and Stockholders' Equity                                               
                                                                                   
Current liabilities:                                                               
     Accounts payable and accrued liabilities                          $ 13,738     $ 18,894
     Deferred revenue                                                     6,011        5,683
     Net liability of discontinued operations                               762        2,738
                                                                       --------     --------
        Total current liabilities                                        20,511       27,315
                                                                                   
Deferred income taxes                                                     1,829        1,829
Other liabilities                                                           266          304
                                                                       --------     --------
        Total liabilities                                                22,606       29,448
                                                                                   
Commitments and Contingencies                                                      
Stockholders' equity:                                                              
     Common Stock, $.01 par value, 15,000,000                                      
         shares authorized, issued 11,639,584 shares                               
         in 1997 and 11,173,252 shares in 1996                              116          112
     Additional paid-in capital                                          59,714       58,268
     Accumulated translation adjustments                                   (418)        (196)
     Retained deficit                                                   (12,652)     (12,037)
     Treasury stock, at cost - 101,225 shares in                                   
         1997 and 1996                                                     (905)        (905)
                                                                       --------     --------
        Total stockholders' equity                                       45,855       45,242
                                                                       --------     --------
        Total liabilities and stockholders' equity                     $ 68,461     $ 74,690
                                                                       ========     ========
</TABLE>



          See accompanying notes to consolidated financial statements.



                                       3
<PAGE>



                    EIS INTERNATIONAL, INC. AND SUBSIDIARIES
                      Consolidated Statements of Operations
                    (In Thousands, Except Per Share Amounts)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                        Three Months             Nine Months
                                                     Ended September 30,     Ended September 30,
                                                    ---------------------   ----------------------
                                                       1997        1996        1997        1996
                                                    ---------   ---------   ---------   ----------
<S>                                                 <C>         <C>         <C>         <C>
Net revenues:                                                              
     Product and software sales                     $ 14,117    $ 12,763    $ 44,415    $ 59,331
     Service and other                                 6,884       5,443      19,922      15,256
                                                     --------    --------    --------    --------
                                                      21,001      18,206      64,337      74,587
Cost of revenues:                                                          
     Cost of product and software sold                 4,563       8,667      16,057      24,168
     Cost of services and other                        3,505       3,969      11,657       9,939
                                                     --------    --------    --------    --------
                                                       8,068      12,636      27,714      34,107
                                                     --------    --------    --------    --------
                 Gross margin                         12,933       5,570      36,623      40,480
                                                     --------    --------    --------    --------
                                                                           
Operating cost and expense:                                                
     Research and development cost                     2,769       3,499       9,171       9,553
     Selling, general, and administrative              8,045       8,944      26,486      28,827
     Restructuring costs                                   -           -       2,877           -
     Acquired technology in process                        -       1,345           -      18,245
                                                     --------    --------    --------    --------
                                                      10,814      13,788      38,534      56,625
                                                     --------    --------    --------    --------
                 Operating income (loss)               2,119      (8,218)     (1,911)    (16,145)
                                                                           
Interest and other income, net                           363         292         895         986
                                                     --------    --------    --------    --------
                                                                           
Income (loss) before income taxes                      2,482      (7,926)     (1,016)    (15,159)
     Income tax benefit (expense)                       (934)      2,435         401      (1,623)
                                                     --------    --------    --------    --------
                                                                           
Income (loss) from continuing operations               1,548      (5,491)       (615)    (16,782)
                                                     --------    --------    --------    --------
                                                                           
Discontinued operations:                                                   
Loss on discontinued operations,                                           
 net of tax                                                -      (1,395)          -      (2,776)
                                                    --------    --------    --------    --------
Net income (loss)                                   $  1,548    $ (6,886)   $   (615)   $(19,558)
                                                    ========    ========    ========    ========
                                                                           
Primary and fully diluted income (loss)                                    
 per share:                                                                
     Continuing operations                          $  0.13     $ (0.50)    $ (0.05)    $ (1.59)
     Discontinued operations                              -       (0.13)          -       (0.26)
                                                    --------    --------    --------    --------
     Primary and fully diluted income                                      
       (loss) per share                             $  0.13     $ (0.63)    $  (0.05)   $ (1.85)
                                                    ========    ========    ========    ========
                                                                           
Weighted average common and common                                         
 equivalent shares:                                                        
     Primary and fully diluted                        11,887      10,971       11,289     10,560
                                                                          
</TABLE>


          See accompanying notes to consolidated financial statements.



                                       4
<PAGE>

                    EIS INTERNATIONAL, INC. AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                             (Dollars in Thousands)
                                   (Unaudited)
                                                             Nine Months
                                                          Ended September 30,
                                                        ----------------------
                                                          1997        1996
                                                        ---------    ---------
Cash flows from operating activities:
     Net loss                                           $  (615)     $(19,558)
     Adjustments to reconcile net loss
       to net cash provided by (used in)
       operating activities:
         Provision for doubtful accounts and
           sales returns                                  2,518         4,035
         Write-off acquired technology in process             -        18,245
         Depreciation and amortization                    5,949         5,054
         Deferred income taxes                             (510)            -
     Changes in assets and liabilities:
         Accounts receivable, trade                       3,992        (1,497)
         Installment and lease receivables                1,302        (1,777)
         Inventories                                      2,236           681
         Prepaids and other current assets                 (355)          (80)
         Accounts payable and accrued expenses           (5,152)       (5,398)
         Deferred revenue                                   328          (790)
         Other                                             (704)         (945)
                                                         -------      --------
Net cash provided by (used in) continuing operations      8,989        (2,030)
Cash used in discontinued operations                     (1,976)         (604)
                                                         -------      --------
Net cash provided by (used in) operating activities       7,013        (2,634)
                                                         -------      --------

Cash flows from investing activities:
     Purchases of property and equipment                 (3,671)       (3,371)
     Sales of short-term investments                      3,371             -
     Purchases of short-term investments                 (2,070)            -
     Capitalization of software development costs          (944)       (2,118)
     Purchases of businesses, net of cash acquired            -        (7,340)
                                                         -------      --------
Net cash used in investing activities                    (3,314)      (12,829)
                                                         -------      --------

Cash flows from financing activities:
     Sale of lease portfolio                                  -         5,200
     Purchase of treasury stock                               -          (386)
     Proceeds from exercise of stock options              1,499         5,630
                                                         -------      --------
Net cash provided by financing activities                 1,499        10,444
                                                         -------      --------
Net increase (decrease) in cash and cash equivalents      5,198        (5,019)
Cash and cash equivalents at beginning of period         11,099        21,002
                                                         -------      --------
Cash and cash equivalents at end of period              $16,297      $ 15,983
                                                         =======      ========

Supplemental disclosure of cash flow information:
  Cash paid during the period for:
         Interest                                       $    32      $     99
         Income taxes                                       158         3,267
     Non-cash financing activities:
         Tax benefit from exercise of stock options           -         2,125



          See accompanying notes to consolidated financial statements.


                                       5
<PAGE>



                    EIS INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


(1)  Basis of Presentation

     The  unaudited consolidated financial statements presented herein have been
     prepared in accordance with the instructions to Form 10-Q and do not
     include all of the information and note disclosures necessary to conform
     with annual reporting requirements. The statements should be read in
     conjunction with the audited consolidated financial statements and notes
     thereto included in the Company's Annual Report for the year ended December
     31, 1996. In the opinion of management, the accompanying consolidated
     financial statements include all adjustments necessary for a fair
     presentation of the Company's financial position and results of operations.
     The results of operations for the three and nine month periods ended
     September 30, 1997 may not be indicative of the results for the full year.

(2)  Principles of Consolidation

     The accompanying financial statements include the accounts of the Company
     and its wholly-owned subsidiaries. All significant intercompany balances
     and transactions have been eliminated in consolidation.

(3)  Discontinued Operations and Restructuring

     On February 28, 1997, at the recommendation of new management, the Board of
     Directors of the Company resolved to discontinue the operations of Surefind
     Information, Inc. ("Surefind"). Accordingly, the Consolidated Statements of
     Operations for the three and nine month periods ended September 30, 1996
     have been reclassified to reflect the results of Surefind on a discontinued
     operations basis. The results of Surefind for the three and nine months
     ended September 30, 1997 have been charged against the provision for
     estimated operating losses during the phase out period established at
     December 31, 1996.

     On March 3, 1997, the Company announced a restructuring and reorganization
     program (the "Restructuring"), the purpose of which was to refocus the
     Company on its core business and to reduce costs. During the first quarter
     of 1997, in connection with the Restructuring, the Company recorded charges
     of $2.9 million, including $1.1 million of severance costs, $1.3 million of
     facilities leases and fixed asset disposal costs, and $0.5 million of other
     costs.

(4)  Inventories

     Inventories primarily consists of finished goods as of September 30, 1997
     and December 31, 1996.



                                       6
<PAGE>



                    EIS INTERNATIONAL, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
                                   (Unaudited)


(5)  New Accounting Pronouncements

     In February 1997, the Financial Accounting Standards Board ("FASB") issued
     Statement of Financial Accounting Standard ("SFAS") No. 128, "Earnings per
     Share" which is effective for all interim and annual periods ending after
     December 15, 1997. SFAS No. 128 replaces primary and fully diluted earnings
     per share ("EPS") with "basic" and "diluted" EPS on the face of the
     statement of operations. The Company does not expect the adoption of SFAS
     No. 128 to have a material effect on its financial position or results of
     operations.

     In February 1997, FASB issued SFAS No. 129, "Disclosure of Information
     about Capital Structure" which is effective for the year ending December
     31, 1998. SFAS No. 129 continues the previous requirements to disclose
     certain information about an entity's capital structure found in Accounting
     Principles Board ("APB") Opinions No. 10, "Omnibus Opinion-1966," and No.
     15, "Earnings per Share," and FASB SFAS No. 47, "Disclosure of Long-Term
     Obligations." The Company has been subject to the requirements of those
     standards, and as a result does not expect the adoption of SFAS No. 129 to
     have a material impact on the Company's financial statements.

     In June 1997, FASB issued SFAS No. 130, "Reporting Comprehensive Income"
     which is effective for the year ending December 31, 1998. SFAS No. 130
     establishes standards for the reporting and display of comprehensive income
     and its components in the financial statements. Earlier application of this
     statement is permitted; however, upon adoption the Company will be required
     to reclassify previously reported annual and interim financial statements.
     The Company believes that the disclosure of comprehensive income in
     accordance with the provisions of SFAS No. 130 will change the manner of
     presentation of its financial statements as currently and previously
     reported.

     In June 1997, FASB issued SFAS No. 131, "Disclosure about Segments of an
     Enterprise and Related Information," which is effective for the year ending
     December 31, 1998. SFAS No. 131 requires companies to present certain
     information about operating segments and related information, including
     geographic and major customer data, in its annual financial statements and
     in condensed financial statements for interim periods. The Company does not
     believe that the adoption of SFAS No. 131 will have a material impact on
     its financial statements.


                                       7
<PAGE>



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

Cautionary Statement

In addition to historical information contained herein, this document contains
certain "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, and are subject to the safe harbors created thereby.
All statements included in this document regarding the Company's financial
position, business strategy and plans, objectives for future operations,
industry conditions -- other than statements of historical facts -- are
forward-looking statements. While these statements reflect the Company's
reasonable assumptions, based upon management's beliefs and information
currently available to it, the Company can give no assurance that such
expectations will prove to be correct.

These statements are subject to certain risks, uncertainties, and assumptions
related to certain factors including, without limitations, competitive factors,
general economic conditions, customer relations, technological change, product
introductions and acceptance, distribution networks, changes in industry
practices, one-time events and other factors described herein and under the
heading "Factors Affecting Future Results" in the Company's Annual Report on
Form 10-K for the year ending December 31, 1996. Based upon changing conditions,
should any one or more of these risks or uncertainties materialize, or should
any underlying assumptions prove incorrect, the Company may experience material
fluctuations in its future quarterly and annual operating results that may vary
materially from those described herein and that could materially and adversely
affect its business, financial condition, operating results and stock price. The
Company does not intend to update these forward-looking statements.

Results of Operations

NET REVENUES

Net revenues increased 15% from $18.2 million in the third quarter of 1996 to
$21.0 million in the third quarter of 1997. Product and software sales revenue
during the third quarter of 1997 increased $1.4 million (11%) while service and
other revenues also increased $1.4 million (26%) from the third quarter of 1996.
The increase in product and software sales revenue during the third quarter of
1997 compared to the third quarter of 1996, is primarily the result of two
factors: first, the Company's allowance for sales returns decreased by $627,000
during the third quarter of 1997 compared to the third quarter of 1996; and
second, the Company's decision during the third quarter of 1996 to take back a
call processing system as a result of a customer dispute, which reduced revenue
by $2.2 million during that period. The increase in service and other revenues
during the third quarter of 1997 compared to the third quarter of 1996 was
primarily due to expansion of the Company's customer base covered by service
contracts and the expansion of its systems integration business.

Net revenues of $64.3 million during the first nine months of 1997 decreased
$10.3 million (14%) from $74.6 million during the first nine months of 1996.
Product and software sales revenue during this period decreased $14.9 million
(25%) while service and other revenues increased $4.7 million (31%) from the
first nine months of 1996. The decrease in Product and software sales revenue is
primarily a result of a decrease in sales of the Company's mature products which
were not offset by an increase in sales of its newer products, and a decrease in
sales of the Company's wholly owned subsidiary, Cybernetics Systems
International Corp. ("Cybernetics"). The increase in service and other revenues
during the first nine months of 1997 compared to the first nine months of 1996
was primarily due to expansion of the Company's customer base covered by service
contracts and the expansion of its systems integration business.



                                       8
<PAGE>



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


COST OF REVENUES

Cost of revenues was 38% of net revenues in the third quarter of 1997 compared
to 69% of net revenues in the third quarter of 1996. The cost of product and
software sold as a percentage of product and software sales revenue decreased to
32% in the third quarter of 1997 from 68% in the third quarter of 1996. The
decrease in cost of product and software sold as a percentage of product and
software sales revenue during the third quarter of 1997 compared to the third
quarter of 1996 is primarily due to four factors. First, the percentage of
product and software sold associated with hardware declined by 29% during the
third quarter of 1997 as compared to the third quarter of 1996 as a result of
customers purchasing the Company's software to be installed on existing
hardware. Second, during the third quarter of 1996, the Company recorded an
inventory write-down of $1.8 million related to the acceleration of the
end-of-life cycle for its OCM and System 7000 products as a result of the
Company's growing confidence in its newer, faster Centenium and CPS product
lines. Third, the cost of product and software sold as a percentage of product
and software sales revenue in the third quarter of 1996 was negatively affected
by the lower revenue base used in the calculation as a result of the sales
returns and allowance explained above under "Net Revenues". And finally,
staffing expenses included in the cost of product and software sold during the
third quarter of 1997 decreased from the staffing expenses during the third
quarter of 1996.

Cost of revenues was 43% of net revenues during the first nine months of 1997
compared to 46% during the same period in 1996. The cost of product and software
sold as a percentage of product and software sales revenue decreased to 36%
during the first nine months of 1997 as compared to 41% for the same period in
1996. The above explanations for the decrease in cost of product and software
sold as a percentage of product and software sales revenue during the third
quarter of 1997 as compared to the third quarter of 1996, were also the primary
causes for the decrease in cost of product and software sold as a percentage of
product and software sales revenue for the 9 month periods.

Service and other costs were 51% of service and other revenues in the third
quarter of 1997 compared to 73% in the third quarter of 1996. Service and other
costs were 59% of service and other revenues during the first nine months of
1997 compared to 65% for the same period in 1996. The decrease in costs of
service and other as a percentage of service and other revenues during 1997 is
due primarily to expenditures incurred during the 1996 periods for building the
infrastructure of the service organizations in advance of generating additional
service revenue. The improvement in the 1997 periods also resulted from a
decline in the cost of supplying parts under customer maintenance agreements,
during the third quarter of 1997, as a result of management's efforts to improve
this operation.

RESEARCH AND DEVELOPMENT COST

Research and development cost decreased $730,000 from $3.5 million in the third
quarter of 1996 to $2.8 million during the third quarter of 1997 and also
decreased $382,000 from $9.6 million during the first nine months of 1996 to
$9.2 million during the first nine months of 1997. These decreases were
primarily due to a decline in the use of subcontract software engineers.


                                       9
<PAGE>
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations (continued)


SELLING, GENERAL AND ADMINISTRATIVE

Selling, general and administrative expense decreased $899,000 from $8.9 million
in the third quarter of 1996 to $8.0 million during the third quarter of 1997
and also decreased $2.3 million from $28.8 million during the first nine months
of 1996 to $26.5 million during the first nine months of 1997. These decreases
were primarily due to the fact that during the first quarter of 1997, in
connection with the Restructuring, EIS consolidated several of its
administrative functions and facilities and downsized its Cybernetics and Pulse
Technologies, Inc. ("Pulse") subsidiaries.

RESTRUCTURING COSTS

As discussed above, during the first quarter of 1997, the Company downsized its
Cybernetics and Pulse subsidiaries and consolidated several of its
administrative functions and facilities. The Restructuring costs of
approximately $2.9 million incurred during the first quarter of 1997 primarily
represent severance and lease buyout costs associated with those actions.

ACQUIRED TECHNOLOGY IN PROCESS

The acquired technology in process costs of $1.3 million during the third
quarter of 1996 and $18.2 million incurred during the first nine months of 1996
reflect the fair value of the software products under development at Cybernetics
and Pulse that had not achieved technological feasibility at the date of
acquisition, had no alternative future uses, and were therefore charged against
operations at the time of the acquisitions.

INTEREST AND OTHER INCOME, NET

Interest and other income increased $71,000 during the third quarter of 1997 as
compared to the same period in 1996. This increase was due to higher cash and
cash equivalent balances during the third quarter of 1997 as compared to the
third quarter of 1996. Interest and other income decreased $91,000 during the
first nine months of 1997 compared to the same period in 1996 primarily due to
the sale of a major portion of the Company's lease portfolio during the first
quarter of 1996, and higher cash and cash equivalent balances during the first
six months of 1996.

INCOME TAXES

The Company's effective income tax rate was 38% for the third quarter of 1997 as
compared to 31% for the same period in 1996. The Company had a tax benefit of
$401,000 during the first nine months of 1997, as compared to a tax expense of
$1.6 million during the same period in 1996. This difference was primarily
attributable to the non-deductible acquired technology in process and other
costs incurred during the first and third quarters of 1996 associated with the
Company's acquisitions during those periods.

LIQUIDITY AND CAPITAL RESOURCES

The Company's working capital was $32.6 million at September 30, 1997 as
compared to 30.2 million at December 31, 1996. Cash and cash equivalents and
short-term investment balances were $18.7 million at September 30, 1997 compared
to $14.8 million at December 31, 1996. Operating activities generated $7 million
in cash during the nine month period ended September 30, 1997 compared to the
use of $2.6 million in cash for the same period in 1996. This increase in cash
provided by operations was primarily due to improved collections in accounts
receivable and lease receivables, along with lower inventory levels as of
September 30, 1997. Cash and cash equivalents used to invest in the purchase of
property and equipment was $3.7 million for the first nine months of 1997 and
$3.4 million during the first nine months


                                       10
<PAGE>


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


of 1996. The capitalization of software development costs decreased from $2.1
million during the first nine months of 1996 to $944,000 for the same period in
1997. This decline was primarily due to the Company's focus on improving
features in software already generally available, in addition to ongoing
research and development efforts which do not qualify for capitalization under
Statement of Financial Accounting Standards No. 86. Proceeds from the exercise
of stock options decreased to $1.5 million during the first nine months of 1997
from $5.6 million during the same period in 1996.

On September 3, 1997, the Company entered into a Loan Document Modification
Agreement (the "New Loan Agreement") which amended the terms and conditions
under the previous line of credit. Under the New Loan Agreement, the Company may
borrow up to $7 million, subject to certain borrowing base limitations, and
amounts outstanding accrue interest at the bank's prime rate plus .75%. The New
Loan Agreement is secured by substantially all assets of the Company and expires
on September 2, 1998. There were no amounts outstanding under the New Loan
Agreement as of September 30, 1997. Prior to the New Loan Agreement, the Company
had an unsecured line of credit of $12.5 million with the same commercial bank
under a commitment that expired in January 1997.

The Company expects that its current cash balances and short-term investments,
together with cash anticipated to be provided by operating activities, and
amounts available under the New Loan Agreement, will be sufficient to fund its
working capital requirements (including research and development) for the
foreseeable future. However, the Company's ability to achieve that result will
be affected by the amount of cash generated from operations and the pace that
its available resources are utilized. Accordingly, the Company may in the future
be required to seek additional sources of financing, including borrowing and/or
the sale of equity. If additional funds are raised by issuing equity, further
dilution to shareholders may result. No assurance can be given that any such
additional sources of financing will be available on acceptable terms, or at
all.



                                       11
<PAGE>


PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings.

The Company and certain individuals indicated below are named as defendants in
the following lawsuits, each of which were filed on the date indicated in the
United States District Court for the District of Connecticut, allegedly on
behalf of certain of the Company's shareholders, each of which claim certain
alleged misleading representations regarding the Company's acquisition of
Surefind and Cybernetics and their operations, each of which seek damages in an
unspecified amount.

1.   Warburgh v. EIS International, Inc., Joseph J. Porfeli, Edward J. Sarkisian
     ---------------------------------------------------------------------------
     and Kent M. Klineman, filed April 25, 1997.
     -------------------------------------------

2.   Wallace v. EIS International, Inc., Joseph J. Porfeli, Edward J. Sarkisian,
     ---------------------------------------------------------------------------
     Harry Peisach, and Kent M. Klineman, filed May 21, 1997.
     --------------------------------------------------------

3.   Augenbaum v. EIS International, Inc., Joseph J. Porfeli, Edward J.
     ------------------------------------------------------------------
     Sarkisian, Kent M. Klineman, Robert Jesurum and Herbert Balzuweit, filed
     ------------------------------------------------------------------------
     May 23, 1997.
     -------------

4.   Romano, et. al. v. EIS International, Inc., Joseph J. Porfeli, Edward J.
     ------------------------------------------------------------------------
     Sarkisian, and Kent M. Klineman, filed June 4, 1997.
     ----------------------------------------------------

5.   Dechter v. EIS International, Inc., Joseph J. Porfeli, Edward J. Sarkisian,
     ---------------------------------------------------------------------------
     Kent M. Klineman and Harry Peisach, filed June 4, 1997.
     -------------------------------------------------------

These lawsuits have been consolidated into a single case and the Company expects
an amended complaint will be filed by December 1997. The Company and various
other defendants have retained counsel, the claims are being reviewed, and the
lawsuits will be vigorously defended.

The Company is a party to various legal actions and claims arising in the
ordinary course of its business. The Company believes that it has adequate legal
defenses for each of the actions and claims and believes that their ultimate
disposition will not have a material adverse effect on the Company's
consolidated financial position or results of operations.

Item 2. Changes in Securities.

     None.

Item 3. Defaults Upon Senior Securities.

     None.



                                       12
<PAGE>



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

     None.

Item 5. Other Information.

     None.

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

     (a) Exhibits

          Exhibit 10.32 - Loan Document Modification Agreement

          Exhibit 11 - Statement Re Computation of Earnings Per Share

          Exhibit 27 - Financial Data Schedule

     (b) Reports on Form 8-K

          None.



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<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.

                                    EIS INTERNATIONAL, INC.





Date:  November 12, 1997             By:  /s/ James E. McGowan
     -----------------------            ----------------------
                                        James E. McGowan
                                        President and Chief Executive Officer


Date: November 12, 1997               By:  /s/ Frederick C. Foley
     ---------------------               ------------------------
                                         Frederick C. Foley
                                         Senior Vice President, Finance,
                                         Chief  Financial Officer and Treasurer




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