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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                         ____________________________

                                   FORM 10-K/A
(Mark One)
 [X]  Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange
 Act of 1934.
 For The Fiscal Year Ended: December 31, 1999
                                      or

[_]   Transition Report Pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934.
For the transition period from _________ to _________

                        Commission File Number: 0-26330
                                                -------
                           ASTEA INTERNATIONAL INC.
            (Exact name of registrant as specified in its charter)

                        Delaware                                 23-2119058
            ---------------------------------               --------------------
             (State or other jurisdiction of                 (I.R.S. Employer
              incorporation or organization)                Identification No.)

    455 Business Center Drive, Horsham, Pennsylvania               19044
    ------------------------------------------------             ----------
        (Address of principal executive offices)                 (Zip Code)

      Registrant's telephone number, including area code: (215) 682-2500
                                                          --------------

Securities registered pursuant to Section 12(b) of the Act:  None
                                                             ----

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.01
                                                            ------------------
par value
---------

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 by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.

The aggregate market value of the voting stock held by nonaffiliates of the
registrant as of March 20, 2000 (based on the closing price of $4.875 as quoted
by Nasdaq National Market as of such date) was approximately $36,328,261.

As of March 20, 2000, 14,251,948 shares of the registrant's Common Stock were
outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE
None.
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                                TABLE OF CONTENTS

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                  PART I

Item 1.           Business                                                               3
Item 2.           Properties                                                            10
Item 3.           Legal Proceedings                                                     10
Item 4.           Submission of Matters to a Vote of Security Holders                   10

                  PART II

Item 5.           Market for Registrant's Common Equity and Related                     11
                  Stockholder Matters
Item 6.           Selected Financial Data                                               12
Item 7.           Management's Discussion and Analysis of Financial                     14
                  Condition and Results of Operations
Item 7A.          Quantitative and Qualitative Disclosures about Market Risk            26
Item 8.           Financial Statements and Supplementary Data                           27
Item 9.           Changes in and Disagreements with Accountants on                      49
                  Accounting and Financial Disclosure

                  PART III

Item 10.          Directors and Officers of the Registrant                              49
Item 11.          Executive Compensation                                                50
Item 12.          Security Ownership of Certain Beneficial Owners and                   54
                  Management
Item 13.          Certain Relationships and Related Transactions                        55

                  PART IV

Item 14.          Exhibits, Financial Statement Schedules, and Reports                  56
                  on Form 8-K

                  Signature Page                                                        59
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                                    PART I

Item 1.           Business.

General

         Astea International Inc. ("Astea" or the "Company") develops, markets
and supports front-office solutions for the Customer Relationship Management
("CRM") software market. Astea's applications are designed specifically for
organizations which are service centric-i.e.- field service and customer support
are considered mission critical aspects of business operations. The Company's
solutions have demonstrated quantifiable cost efficiency and service
improvements in large enterprise environments that require sophisticated
management of inventory, field and customer support resources. The Company's
principal product offerings-ServiceAlliance(R) and DISPATCH-1(R) deliver
powerful functionality that enables organizations with a high degree of field
service and customer support requirements to improve customer satisfaction,
build customer loyalty, and increase the profitability of customer service by
increasing revenue opportunities while diminishing costs. Astea's software has
been licensed to approximately 450 companies worldwide, distributed across a
variety of industries, including telecommunications, information technology,
healthcare, process and control technologies, and white goods. Astea expects
that sales of licenses and services related to DISPATCH-1 will be made only to
current customers and marketing efforts for that product are limited to the
current customer base. The Company's external sales and marketing efforts,
therefore, focus solely on ServiceAlliance.

         ServiceAlliance, the Company's newest software solution, draws on the
best practices and functionality of DISPATCH-1, one of the field service
industry's leading customer service applications. First introduced in 1997,
ServiceAlliance is a Year 2000 compliant, client/server application designed to
leverage the rapid technology advances that continue to characterize the
software industry. With ServiceAlliance, the Company reformulated the complex
and powerful functionality of its original DISPATCH-1 product into an intuitive,
configurable, modular and open software design. The result is a tightly
integrated, highly configurable software solution that can be implemented more
quickly and at lower cost than DISPATCH-1, and it is able to interface more
easily with other key business systems. This combination is key to
ServiceAlliance's ability to deliver a faster overall return on investment to
Astea's customers. Accordingly, ServiceAlliance has a broader market appeal,
since it cost effectively delivers to organizations of any size the
functionality and capabilities once affordable only to Fortune 500 companies. In
December 1999, the Company also introduced SalesAlliance(TM) a software solution
which integrates with Service Alliance and is designed to automate the sales
process for businesses that sell services.

         To implement its products, Astea provides its clients with an array of
professional consulting services, training and customer support services.
Astea's experienced and knowledgeable staff members have the expertise necessary
for Astea to provide a comprehensive field service and customer support
solution. They also serve as an internal source of industry expertise, a
critical factor in the ongoing product development and enhancement process which
ensures that Astea's products address the evolving business requirements of its
customers.

         The Company markets its products both domestically and internationally
through offices in the United States and overseas, as well as through resellers
and system integrators. Internationally, the company maintains offices in the
United Kingdom, the Netherlands, France, Japan, Australia, New Zealand, and
Israel. Distributor agreements help to extend the Company's sales, marketing,
and support presence to Japan, Taiwan, South Africa, India, Hong Kong and
Malaysia. In 1999, the Company entered into distributor agreements to serve
Korea and Thailand. In addition, The Company entered strategic partnerships with
Sage Software, Inc. ("Sage") and Template Software, Inc. ("Template"), both
targeted at standardizing ServiceAlliance's capabilities to integrate with other
software applications, thereby reducing the cost of integrating ServiceAlliance.
The partnership with Sage links ServiceAlliance with Sage's leading
middle-market financial

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products, Acuity(R) and MAS 90(R). Packaged ServiceAlliance/Acuity and
ServiceAlliance/MAS 90 solutions can now be offered by Sage's network of over
4,000 resellers and Astea's direct sales channel. The partnership with Template,
a leader in enterprise application integration (EAI) technology, is designed to
accelerate development of solutions that cost-effectively integrate
ServiceAlliance with financial, ERP and MRP systems, including products from
companies such as SAP AG ("SAP") and Oracle Systems Corp. ("Oracle").

         During 1998, the Company sold its Bendata, Inc. ("Bendata") and Abalon
AB ("Abalon") subsidiaries. Unless otherwise indicated, the descriptions herein
of the Company and its business and financial condition excludes Bendata, Abalon
and their products. See Note 3 of the Notes to the Consolidated Financial
Statements.

Current Product Offerings

ServiceAlliance

         ServiceAlliance is the Company's newest service and support management
software solution. As of December 31, 1999, ServiceAlliance had been licensed to
over 90 customers worldwide. The Company is encouraged by the initial market
acceptance of ServiceAlliance, which is being implemented in businesses
worldwide. See "Certain Factors that May Affect Future Results--Uncertain Market
Acceptance of ServiceAlliance; Decreased Revenues from DISPATCH-1."

         ServiceAlliance is a modularly designed, client/server-based field
service and customer support software solution. Functionally, the product is
composed of six discrete modules that utilize a shared database and centralized
functional core of common tables and processes. ServiceAlliance provides a
universal view of customer information, which facilitates the tracking and
management of customers anywhere in the customer life cycle. With
ServiceAlliance, users can update the status of customer requests as services
are performed, maintaining customer status automatically and eliminating
confusion regarding call status. Screen graphics for every service function have
a consistent look to accelerate user familiarity. Integration lets users move
from one step to another with maximum efficiency and minimum chance of error.
Source code modifications are generally unnecessary.

         The standard ServiceAlliance product includes AllianceFieldService(R),
AllianceCustomerSupport(R), AllianceOrders(R), AllianceRepair(R),
AllianceLogistics(R), and AllianceContracts(R). Together, they address essential
elements in the customer life cycle, including field dispatch and scheduling,
external help desk (customer or engineer) support, inventory and logistics
management (from the time of request through allocation and shipment); contract
management and billing (including price books), and sales to service integration
(quotations and work orders). In addition to these core modules, optional add-on
modules are available to meet specific customer needs. Through
AllianceStudio(R), customers also have access to a set of application-specific
configuration tools that allow them to tailor ServiceAlliance to meet the needs
of their specific business environment, which in turn facilitates rapid
deployment of the product. In 1999, the capabilities of ServiceAlliance were
expanded with two new software releases, versions 4.0 and 4.2, and new system
options for on-line analytical processing; integrated project management; and
pan European, forms-based, GSM data communications.

         Astea also sells a number of optional products designed to extend the
boundaries of a service organization including SalesAlliance,
AllianceExecutive(R), AllianceLink(R), AllianceMobile(R), AllianceProjects(R),
AllianceTrainer(R) and AllianceWeb(R). SalesAlliance is an Enterprise Sales
Force Automation (E-SFA) software designed to automate the sales process for
businesses that sell services. SalesAlliance integrates with ServiceAlliance,
enabling field sales to share the same CRM database used to manage front and
back office customer service operations. SalesAlliance offers capabilities found
in other SFA applications including field connectivity and synchronization with
remote data bases, but is also focused on increasing revenue through
service-related sales opportunities such as maintenance contracts, add-on
equipment and spare parts. SalesAlliance enables executives to implement a
uniform sales process across the enterprise, and leverage

                                       4
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standardized sales and service data to improve service revenue, sales planning,
forecasting, reporting and analysis with decision-making based on a more
comprehensive view of total business operations.

         AllianceExecutive adds sophisticated on-line analytical processing
capabilities to analyze ServiceAlliance data. AllianceProjects unifies all
aspects of project management within the same ServiceAlliance solution used for
call center, field service, repair depot, logistics, billing and management
analysis. With AllianceWeb, an organization's customers can access a variety of
self-service functions through the Internet, such as viewing order status,
creating or updating orders, reporting meter readings, viewing and editing their
own customer profile, and searching for information regarding products, parts,
and technical support information. AllianceMobile introduced a new support
paradigm for field service agents, enabling real-time access to time sensitive
information such as parts inventories and schedules. Utilizing widely available,
low-cost unlimited Internet access, organizations can now deploy secure,
browser-based access to the ServiceAlliance system. AllianceTrainer delivers
on-demand, computer-based training for ServiceAlliance content at the end-user
desktop level. In addition to the more traditional computer-based training
concepts of interactive "teacher" and "demonstration" modes, AllianceTrainer
offers a "concurrent operation" mode. With concurrent operation, the application
guides an inexperienced operator through the actions necessary to accomplish a
specific ServiceAlliance task, executing the task in real-time. AllianceTrainer
is designed to reduce the software learning curve for high-turnover job
categories and infrequent or new users, and therefore to improve customer return
on investment by delivering better and faster end-user productivity.

         ServiceAlliance was designed to interface with other "best of breed"
products. Inherent product compatibility with a variety of other products, such
as paging, search engines, electronic mail, and Internet tools, extends the
application's functionality. A new automation tool, ActiveX automation, makes it
easy to connect to other applications that conform to that standard. In
addition, AllianceLink(R) interface products help clients integrate rapidly with
more complex and sophisticated products, such as complex staff scheduling
products, optimized parts planning and forecasting, financial systems and
case-based reasoning tools.

         Supported environments for ServiceAlliance include: ClientsWindows
95/98 and Windows NT and Networks TCP/IP. ServiceAlliance operates with Oracle,
Sybase, and Microsoft SQL Server databases.

eCRM Product Offering

         The Company plans to extend its ServiceAlliance product by producing
and marketing a comprehensive suite of e-CRM products. The e-CRM suite will
consist of three portals that give access to eight new e-CRM products for users
of the Company's AllianceEnterprise(TM) suite. The new products will be released
in stages expected to begin in the summer of 2000 and will have capabilities for
customer self-service, self-sales and mobile employees. Other products to follow
as part of the e-CRM suite will add capabilities for channel management and
suppliers of goods and services, and will be enabled with an XML-based B2B
server for unattended e-Business. An e-CRM server platform will be used for the
new products that conduct the e-Business transactions.

DISPATCH-1

               The Company's original standard product, DISPATCH-1 which was
introduced in 1986 typically has been adopted by larger Fortune 1,000 companies.
Astea currently supports approximately 120 DISPATCH-1 customers on active
maintenance. In 1999, approximately 72% of the Company's total revenues derived
from license, maintenance and professional service fees related to DISPATCH-1.
See "Certain Factors that May Affect Future Results--Uncertain Market Acceptance
of ServiceAlliance; Decreased Revenues from DISPATCH-1." While ServiceAlliance
is the successor to DISPATCH-1 and offers a broader CRM solution, DISPATCH-1
remains deployed in a variety of large enterprise environments and supports
thousands of users in multinational locations. Support of these installations is
a key component of the Company's plans and DISPATCH-1 is expected to be a
significant continuing source of licensing, service and maintenance revenues

                                       5
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to Astea for the foreseeable future in the form of additional users on current
licenses, addition of optional modules, and ongoing maintenance fees.

         The Company's original customer service product, DISPATCH-1, is one of
the most widely installed field service solutions in the world. DISPATCH-1 helps
organizations with complex and geographically dispersed field service operations
automate and manage call center operations among customers, headquarters, branch
offices and the field. Version 8.0 of DISPATCH-1 is Year 2000 compliant,
supports both Internet and graphical desktop interfaces, and is interfaced to a
number of complementary third-party products designed to extend its
functionality. Other versions of DISPATCH-1 are also Year 2000 compliant.
DISPATCH-1 has been deployed in a wide variety of large enterprise environments,
and can support thousands of users in both single and multi-country situations.
In select engagements, the Company has significantly customized and enhanced
DISPATCH-1 to specifically address the needs of a few very large product
deployments, generating an ongoing but decreasing level of professional services
and consulting revenues, as well as product maintenance revenues.

Professional Services and Customer Support Services

         Astea offers a range of specialized professional and customer support
services to assist its clients in using its products effectively. These services
include business process consulting, implementation planning, project
management, customization, education and training, technical support and ongoing
software maintenance. Astea believes that its professional services capabilities
allow its clients to deploy the Company's products quickly and efficiently.
Together, professional services and customer support comprised approximately 66%
of the Company's total revenues in 1999, compared to 80% in 1998.

Professional Services

         As of December 31, 1999, the professional services group consisted of
96 professional services personnel 66 of which are headquartered in two offices
in the United States and 30 of which are based in six offices internationally in
the United Kingdom, the Netherlands, France, Israel, Australia and New Zealand.
An initial professional services engagement for ServiceAlliance typically is
between one and four months and such engagements usually lasted between six and
18 months for DISPATCH-1. For most of Astea's clients appropriate teams are
assembled from the Company's worldwide offices to perform the required services.
Due to the more complex nature of Astea's DISPATCH-1 offering, customers that
licensed these programs typically purchased a higher volume of professional
services than customers of ServiceAlliance.

         Astea's typical professional services engagement includes planning,
prototyping and implementation of Astea's products within the client's
organization. During the initial planning phase of the engagement, Astea's
professional services personnel work closely with representatives of the client
to prepare a detailed project plan that includes a timetable, resource
requirements, milestones, in-house training programs, onsite business process
training and demonstrations of Astea's product capabilities within the client's
organization. The next, most critical phase of the Astea professional services
personnel engagement is the prototyping phase, in which Astea works closely with
representatives of the client to configure Astea's software functionality to the
client's specific business process requirements. During the prototyping phase,
Astea's professional services personnel design the technology infrastructure,
define and document business processes and establish the order of product
deployment. The critical element of the prototyping phase is a detailed analysis
of the client's business processes and needs. The final phase in the
professional services engagement is the implementation phase, in which Astea's
professional services personnel work with the client to develop detailed data
mapping, conversions, interfaces, product customizations and other technical and
business processes necessary to integrate Astea's software into the client's
computing environment. Ultimately, education plans are developed and executed to
provide the client with the process and system knowledge necessary to
effectively utilize the software and fully implement the Astea solution.
Professional services are charged on an hourly or per diem basis and are billed,
pursuant to customer work orders, usually on a monthly basis.

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Customer Support

         The Company's customer support group provides Astea's clients with
telephone and on-line technical support, as well as product enhancements,
updates and new releases. Astea's customer support group is deployed to provide
support for Astea's clients in all regions of Astea's worldwide operations,
providing local client representatives with real-time support usually spoken in
their native languages by Astea and distributor personnel familiar with local
business customs and practices. Typically, customer support fees are established
as a fixed percentage of license fees and are invoiced to clients on an annual
basis after the conclusion of the warranty period, which is normally 90 days.
Astea's customer support representatives are located in two offices in the
United States, three offices in Europe, one office in Israel and one office in
Australia. As of December 31, 1999, the Company's worldwide customer support
group consisted of 40 representatives, 27 located in the United States and 13
based internationally.

Customers

         The Company estimates that it has sold approximately 450 licenses to
customers ranging from small, rapidly growing companies to large, multinational
corporations with geographically dispersed operations and remote offices. More
than 90 licenses were sold for ServiceAlliance and the remainder for DISPATCH-1.
The broad applicability of the Company's products is demonstrated by the wide
range of companies across many markets and industries that use one or more of
Astea's products, including telecommunications, computers and electronics,
office equipment, medical systems, building systems and controls, and
third-party service and support organizations. In 1999 and 1998, Storage
Technology Corporation accounted for 18% and 15% of the Company's revenues,
respectively. In 1999, this customer accounted for 12% of the Company's revenues
excluding one-time revenues from the sales of source code. In 1999, 1998 and
1997, NCR Corporation accounted for 16%, 11% and 17% of the Company's revenues,
respectively. In 1999, this customer accounted for 11% of the Company's revenues
excluding one-time revenues from the sales of source code. These sales of source
code were part of the Company's plan to redirect its resources toward
ServiceAlliance as well as a decision by the customers to bring DISPATCH-1
support and maintenance in-house.

Sales and Marketing

         Astea markets its products and services through a multi-tiered sales
structure comprised of direct sales and telesales operations, and through
relationships with resellers and international distributors. The Company is
attempting to broaden its reseller network by seeking to establish a nationwide
indirect distribution channel targeted at the mid-market tier. The Company's
sales organization consisted of 24 personnel on December 31, 1999, complemented
by a coordinated marketing effort of the Company's marketing group, which
consisted of 14 personnel on December 31, 1999. See "Certain Factors that May
Affect Future Results--Need to Expand Indirect Sales."

         Astea's direct sales force employs a consultative approach to selling
ServiceAlliance and DISPATCH-1, working closely with prospective clients to
understand and define their customers' needs and determine how such needs can be
addressed by the Company's products. These clients typically represent the mid-
to high-end of the CRM software market. A prospect development organization
comprised of telemarketing representatives develops and qualifies sales leads
prior to referral to the direct sales staff. See "Certain Factors that May
Affect Future Results--Continued Dependence on Large Contracts May Result in
Lengthy Sales and Implementation Cycles." The modular structure of Astea's
software and its ongoing product development efforts provide opportunities for
incremental sales of product modules and consulting services to existing
accounts.

         Astea's corporate marketing department is responsible for product
marketing, lead generation and marketing communications, including advertising
and public relations. Based on client feedback and market

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data, product marketing provides input and direction for the Company's ongoing
product development efforts and professional services marketing. Leads developed
from marketing are routed through the Company's sales and marketing automation
system. The Company also participates in an annual conference organized and
sponsored by ADONUS, Inc., an independent user group comprised of Astea's
DISPATCH-1 and ServiceAlliance clients. Conference participants attend training
sessions, workshops and presentations, and interact with other Astea product
users and Astea management and staff, providing important input for future
product direction.

         Astea's international sales accounted for 27% of the Company's revenues
in 1999, 32% in 1998, and 28% in 1997. See "Certain Factors that May Affect
Future Results--Risks Associated with International Sales" and Note 17 of the
Notes to the Consolidated Financial Statements.

Product Development

         Astea's product development strategy is to provide products that are
easy to implement, use, and maintain. Its products are designed to be flexible,
modular and scalable, so that they can be implemented incrementally in phases
and expanded to satisfy the evolving information requirements of Astea's clients
and their customers. Each product is also designed to be as platform-
hardware-independent as possible, using popular client/server environments,
multiple hardware platforms and operating systems. To accomplish these goals,
the Company uses widely accepted, commercially available application development
tools from Progress Software Corporation in the case of DISPATCH-1 and Sybase,
Inc. and Microsoft Corporation, in the case of ServiceAlliance and the Company's
planned eCRM product. These software tools provide the Company's clients with
the flexibility to deploy Astea's products across a variety of hardware
platforms, operating systems, client/server configurations and relational
database management systems.

         As of December 31, 1999, the Company's product development staff
consisted of 54 employees. The Company's total expenses for product development
for the years ended December 31, 1999, 1998, and 1997 were $4,900,000,
$5,718,000 and $8,653,000, respectively; these expenses represented 15%, 20%,
and 27% of total revenues for 1999, 1998, and 1997, respectively. In addition,
the Company capitalized software development costs of $800,000, $1,233,000, and
$950,000 in 1999, 1998, and 1997, respectively. The Company anticipates that it
will continue to commit substantial resources to product development in the
future. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Certain Factors that May Affect Future Results--Need
for Development of New Products."

Manufacturing

         The Company's software products are distributed on standard magnetic
disks, tapes and CD ROMs. Included with the software products are security keys
and documentation available on CD ROM and in print. Historically, the Company
has purchased diskettes, tapes, and duplicating and printing services from
outside vendors. The Company has been able to obtain adequate supplies of all
components and materials in a timely manner from existing and alternate sources
of supply.

Competition

         The CRM software market is intensely competitive and subject to rapid
change. To maintain or increase its position in the industry, the Company will
need to continually enhance its current product offerings, introduce new
products and features and maintain its professional services capabilities. The
Company currently competes on the basis of the depth of its product features and
functions, including the adaptability and scalability of its products; the
ability to deploy complex systems both locally and internationally; product
quality, ease-of-use, reliability and performance; breadth of professional
services; integration of Astea's offerings with other enterprise and
client/server applications; price; and the availability of Astea's products on
popular operating systems, relational databases, the Internet and communications
platforms.

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         Competitors vary in size, scope and breadth of the products and
services offered. The Company encounters competition generally from a number of
sources, including other software companies, third-party professional services
organizations that develop custom software, and management information systems
departments of potential customers developing proprietary, custom software. In
the field service and customer support marketplace, the Company competes against
publicly-held companies and numerous smaller, privately-held companies. The
Company's competitors include SAP, Oracle, Great Plains Software, Inc., Clarify
Inc. ("Clarify"), PeopleSoft Inc. ("PeopleSoft") and a number of smaller
privately-held companies. See "Certain Factors that May Affect Future
Results--Competition in the Customer Relationship Management Software Market Is
Intense."

Licenses and Intellectual Property

         Astea considers its software proprietary and licenses its products to
its customers generally under written license agreements. The Company also
employs an encryption system that restricts a user's access to source code to
further protect the Company's intellectual property. Because the Company's
products allow customers to customize their applications without altering the
source code, the source code for the Company's products is typically neither
licensed nor provided to customers. The Company does, however, license source
code from time to time and maintains certain third-party source code escrow
arrangements. See "Customers" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

         The Company seeks to protect its products through a combination of
copyright, trademark, trade secret and fair business practice laws. The Company
also requires employees and consultants or third parties to sign nondisclosure
agreements. Despite these precautions, it may be possible for unauthorized
parties to copy certain portions of the Company's products or reverse engineer
or obtain and use information that the Company regards as proprietary. The
Company presently has no patents or patent applications pending. See "Certain
Factors that May Affect Future Results--Risks of Dependence on Proprietary
Technology."

         Because the software development industry is characterized by rapid
technological change, Astea believes that factors such as the technological and
creative skills of its personnel, new product developments, frequent product
enhancements, and reliable product maintenance are more important to
establishing and maintaining a technology leadership position than current legal
protections.

Employees

         As of December 31, 1999, the Company, including its subsidiaries, had a
total of 256 full time employees worldwide, 149 in the United States, 12 in the
United Kingdom, 29 in the Netherlands, 7 in France, 35 in Israel, 22 in
Australia, one in New Zealand and one in Japan. Of the total, 38 were employed
in sales and marketing, 54 in product development, 136 in professional services
and customer support and 28 in administration and finance. The Company's future
performance depends, in significant part, upon the continued service of its key
technical and management personnel and its continuing ability to attract and
retain highly qualified and motivated personnel in all areas of its operations.
See "Certain Factors that May Affect Future Results--Dependence on Key
Personnel; Competition for Employees." None of the Company's employees is
represented by a labor union. The Company has not experienced any work stoppages
and considers its relations with its employees to be good.

Corporate History

         The Company was incorporated in Pennsylvania in 1979 under the name
Applied System Technologies, Inc. In 1992, the Company changed its name to Astea
International Inc. Until 1986, the Company operated principally as a software
consulting firm, providing professional software consulting services on a fee
for service and on a project basis. In 1986, the Company introduced its
DISPATCH-1 product. In November 1991, the Company's sole stockholder acquired
the outstanding stock of The DATA Group Corporation ("Data Group"), a provider
of field service software and related professional services for the

                                       9
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mainframe computing environment. Data Group was merged into the Company in
January 1994. In February 1995, the Company and its sole stockholder acquired
the outstanding stock of Astea Service & Distribution Systems BV ("Astea BV"),
the Company's distributor of DISPATCH-1 and related services in Europe. In May
1995, the Company reincorporated in Delaware. In July 1995, the Company
completed its initial public offering of Common Stock. In February 1996, the
Company merged with Bendata, Inc. In June 1996, the Company acquired Abalon AB.
In September 1998 (effective July 1, 1998), the Company sold Bendata, Inc. In
December 1998, the Company sold Abalon AB.

Item 2.        Properties.

         The Company's headquarters are located in a leased facility of
approximately 51,000 square feet in Horsham, Pennsylvania; the Company has
subleased approximately 9,000 square feet of such building to other tenants. The
Company also leases facilities for operational activities in Bedford,
Massachusetts; Houten, the Netherlands; and Tefen, Israel; and for sales and
customer support activities in Cranfield, England; Paris, France; Tokyo, Japan;
St. Leonards, Australia; and Auckland, New Zealand. The Company believes that
suitable additional or alternative office space will be available in the future
on commercially reasonable terms as needed.

Item 3.        Legal Proceedings.

         From time to time, the Company is involved in litigation relating to
claims arising out of its operations in the normal course of business. In
addition, since the Company enters into a number of large contracts requiring
the complex installation of software products and the implementation of
considerable professional services over several quarterly periods, the Company
is from time to time engaged in discussions and deliberations with customers
regarding the adequacy and timeliness of the installation or service, product
functionality and features desired by the customer and additional work and
product requirements that were not anticipated at the commencement of the
project. These deliberations sometimes result in changes in services required,
upward or downward price adjustments, or reworking of contract terms. The
Company from time to time will reserve funds for contingencies under contract
deliberations. The Company is not a party to any material legal proceedings, the
adverse outcome of which, in management's opinion, would have a material adverse
effect on the Company's business, financial condition or results of operations.
See Note 13 of the Notes to the Consolidated Financial Statements.

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

         No matters were submitted to a vote of security holders during the
fourth quarter of the fiscal year covered by this report, through the
solicitation of proxies or otherwise.

                                       10
<PAGE>

                                    PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters.

     The Company's Common Stock is traded on the Nasdaq National Market under
the symbol "ATEA." The following table sets forth the high and low closing sale
prices for the Common Stock as reported by the Nasdaq National Market for the
past two fiscal years:

             1999                  High       Low
                                   ----       ---
             First quarter        $3.56     $1.78
             Second quarter        3.56      2.50
             Third quarter         3.00      2.38
             Fourth quarter        6.00      2.00

             1998:
             First quarter        $4.38     $1.81
             Second quarter        3.50      1.94
             Third quarter         2.97      1.63
             Fourth quarter        2.03      1.41

     As of March 20, 2000, there were approximately 83 holders of record of the
Company's Common Stock. (Because "holders of record" include only stockholders
listed with the Company's transfer agent and exclude stockholders listed
separately with financial nominees, this number does not accurately reflect the
actual number of beneficial owners of the Company's Common Stock, of which the
Company estimates there were more than 2,700 on such date.) On March 20, 2000,
the last reported sale price of the Common Stock on the Nasdaq National Market
was $4.875 per share.

     The Company has not paid a dividend since its initial public offering. The
Board of Directors from time to time reviews the Company's forecasted operations
and financial condition to determine whether and when payment of a dividend or
dividends is appropriate.

                                       11
<PAGE>

Item 6.           Selected Financial Data
-----------------------------------------

<TABLE>
<CAPTION>
Years ended December 31,                                 1999           1998        1997          1996        1995 (2)
----------------------------------------------------------------------------------------------------------------------
(in thousands, except per share data)
<S>                                                 <C>            <C>           <C>          <C>             <C>
Statement of Income Data: (1)
Revenues:
     Software license fees                          $    11,312    $   5,822     $   9,213     $   15,792     $ 22,659
     Services and maintenance                            21,723       23,119        22,948         26,010       20,357
                                                    ------------------------------------------------------------------
           Total revenues                                33,035       28,941        32,161         41,802       43,016
                                                    ------------------------------------------------------------------
Cost and Expenses:
     Cost of software license fees (3)                    2,240        1,957         2,749          2,462        2,733
     Cost of services and maintenance                    17,063       17,583        16,054         18,908       13,717
     Product development                                  4,900        5,718         8,653          6,628        3,588
     Sales and marketing                                  8,463        7,976         8,367         14,053        9,232
     General and administrative (4)                       4,478        5,297        11,127          7,524        5,449
     Restructuring charge (5)                             1,630         (800)        5,328              -            -
                                                    ------------------------------------------------------------------
           Total costs and expenses                      38,774       37,731        52,278         49,575       34,719
Income (loss) from continuing operations
     before interest and taxes                           (5,739)      (8,790)      (20,117)        (7,773)       8,297
Net interest income                                       2,163          496             4            632          283
                                                    ------------------------------------------------------------------
Income (loss) from continuing
     operations before income taxes                      (3,576)      (8,294)      (20,113)        (7,141)       8,580
Provision (benefit) for income taxes (6)                      -         (803)         (877)        (2,355)       1,883
                                                    ------------------------------------------------------------------
Income (loss) from continuing operations                 (3,576)      (7,491)      (19,236)        (4,786)       6,697
Gain on sale of discontinued operations,
     net of taxes (1)                                         -       43,339             -              -            -
Income (loss) from discontinued operations,
     net of taxes (1)                                         -       (1,697)          742        (14,921)          50
                                                    ------------------------------------------------------------------
Net income (loss)                                   $    (3,576)   $  34,151     $ (18,494)    $  (19,707)    $  6,747
                                                    ==================================================================
Basic earnings (loss) per share:
      Continuing operations                         $     (0.26)   $   (0.56)    $   (1.45)    $    (0.37)    $   0.64
      Gain on sale of discontinued operations                 -         3.22             -              -            -
      Discontinued operations                                 -        (0.13)            -          (1.16)           -
                                                    ------------------------------------------------------------------
                                                    $     (0.26)   $    2.53     $   (1.40)    $    (1.53)    $   0.64
                                                    ==================================================================
Diluted earnings (loss) per share:
      Continuing operations                         $     (0.26)   $   (0.56)    $   (1.45)    $    (0.37)    $   0.59
      Gain on sale of discontinued operations                 -         3.22             -              -            -
      Discontinued operations                                 -        (0.13)         0.05          (1.16)           -
                                                    ------------------------------------------------------------------
                                                    $     (0.26)   $    2.53     $   (1.40)    $    (1.53)    $   0.59
                                                    ==================================================================
Shares used in computing basic earnings
     (loss) per share                                    13,899       13,478        13,252         12,844       10,514
Shares used in computing diluted earnings
     (Loss) per share                                    13,899       13,478        13,252         12,844       11,484
Pro Forma Data:
      Historical income from continuing
        operations before income taxes                                                                        $  8,580
      Provisions for income taxes (6)                                                                            3,433
                                                                                                              --------
      Pro forma income from continuing
        operations                                                                                            $  5,147
                                                                                                              --------
      Pro forma basic earnings per share                                                                      $   0.49
                                                                                                              ========
      Pro forma diluted earnings per share                                                                    $   0.45
                                                                                                              ========
Balance Sheet Data: (1)
Working capital                                     $    44,170    $  45,542     $  11,409     $   24,748     $ 41,951
Total assets                                             58,634       63,613        30,525         49,795       64,889
Long-term debt, less current portion                         49          468         1,477          3,609        2,532
Retained earnings (deficit)                              (4,927)      (1,351)     (35,502)        (17,008)       2,699
Total stockholders' equity                               46,617       49,017       13,429          31,617       47,920
</TABLE>

                                       12
<PAGE>

(1)  The Company sold Bendata in September 1998 (effective July 1, 1998) and
     sold Abalon in December 1998. The results of Bendata and Abalon have been
     treated as discontinued for all periods presented. See Note 3 of the Notes
     to the Consolidated Financial Statements.
(2)  In February 1995, the Company acquired Astea BV. The results of operations
     after the acquisition date are included in the statement of income data.
(3)  Included in cost of software license fees in the first quarter of 1997 is a
     write-off of $453,000 of capitalized software development costs related to
     the Company's support automation product, PowerHelp, and to older versions
     of certain service automation modules which are no longer marketed by the
     Company. See Note 4 of the Notes to the Consolidated Financial Statements.
(4)  A one-time accrual for consulting fees of $304,000 is included in the
     fourth quarter of 1999 general and administrative expense. See Note 16 of
     the Notes to the Consolidated Financial Statements. As a result of the
     restructuring during the first quarter of 1997, the Company recorded a
     goodwill impairment charge of $2,058,000 which is included in general and
     administrative expense. This charge related to the 1995 acquisition of
     Astea BV. See Note 4 of the Notes to the Consolidated Financial Statements.
(5)  Included in the fourth quarter of 1999 is a restructuring chare of
     $1,630,000 due to reduced DISPATCH-1 development and billable service
     activity and include severance payments, the write-off of capitalized
     software for certain DISPATCH-1 modules which will no longer be sold and
     reserves to settle DISPATCH-1 contractual obligations. Included in the
     first quarter of 1997 is a restructuring charge of $5,328,000 which
     includes severance costs, office closing costs and other consolidation
     costs. In the second quarter of 1998, $800,000 was reversed due to lower
     than expected costs. See Note 4 of the Notes to the Consolidated Financial
     Statements.
(6)  Until July 1995, Astea had operated as an S corporation for income tax
     purposes since its inception in 1979. Therefore, the historical financial
     statements before conversion to C corporation status do not include a
     provision for federal and state income taxes for such years, except for
     certain state income taxes imposed at the corporate level. Pro forma net
     income has been computed as if the Company had been fully subject to
     federal and state income taxes based on the tax laws in effect during the
     respective years.

                                       13
<PAGE>

Item 7.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations.

Overview

     This document contains various forward-looking statements and information
that are based on management's beliefs as well as assumptions made by and
information currently available to management. Such statements are subject to
various risks and uncertainties which could cause actual results to vary
materially from those contained in such forward looking statements. Should one
or more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those
anticipated, estimated, expected or projected. Certain of these as well as other
risks and uncertainties are described in more detail in this Annual Report on
Form 10-K.

     The Company develops, markets and supports front-office solutions for the
Customer Relationship Management ("CRM") software market. Astea's applications
are designed specifically for organizations for which field service and customer
support are considered mission critical aspects of business operations. The
Company's principal product offerings - ServiceAlliance and DISPATCH-1 - deliver
powerful functionality that enables organizations with a high degree of field
service and customer support requirements to improve customer satisfaction,
build customer loyalty, and decrease the cost of customer service by increasing
revenue opportunities while diminishing costs. Astea's software is used by
companies worldwide, distributed across a variety of industries that provide
maintenance and repair services, including telecommunications, information
technology, healthcare, process and control technologies, and white goods. The
Company maintains offices in the United States, Australia, New Zealand, the
Netherlands, France, the United Kingdom, Japan and Israel.

     The Company generates revenues from two sources: software license fees for
its software products, and services and maintenance revenues from professional
services, which includes consulting, customization, implementation, training and
maintenance related to those products.

     Software license fees accounted for 34% of the Company's total revenues in
1999. The sale of all the Company's rights to its PowerHelp product and non-
exclusive rights to use and modify the source code of DISPATCH-1 accounted for
14% of the Company's total revenue and remaining license fees for the Company's
software products accounted for 20%. Software license fee revenues also include
some fees from the sublicensing of third-party software, primarily relational
database licenses. Typically, customers pay a license fee for the software based
on the number of licensed users. Depending on the contract terms and conditions,
software license fees are recognized as revenue upon delivery of the product if
no significant vendor obligations remain and collection of the resulting
receivable is deemed probable. If significant vendor obligations exist at
delivery or if the product is subject to uncertain customer acceptance, revenue
is deferred until no significant obligations remain or acceptance has occurred.

     The remaining component of the Company's revenues consists principally of
fees derived from professional services associated with the implementation and
deployment of the Company's software products and, maintenance fees for ongoing
customer support, primarily external customer technical support services and
product enhancements. Professional services (including training) are charged on
an hourly or daily basis and billed monthly pursuant to customer work orders.
Training services may also be charged on a per-attendee basis with a minimum
daily charge. Out-of-pocket expenses incurred by company personnel performing
professional services are typically reimbursed by the customer. The Company
recognizes revenue from professional services as the services are performed.
Maintenance fees are typically paid to the Company under agreements entered into
at the time of the initial software license. Maintenance revenue, which is
invoiced annually upon the expiration of the warranty period, is recognized
ratably over the term of the agreement, which is usually twelve months.

                                       14
<PAGE>

Results of Continuing Operations

     The following table sets forth, for the periods indicated, selected
financial data and the percentages of the Company's total revenues represented
by each line item presented for the periods presented:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------
Years ended December 31,                            1999       1998        1997
---------------------------------------------------------------------------------
<S>                                            <C>            <C>         <C>
Revenues:
    Software license fees                           34.2 %     20.1 %      28.6 %
    Services and maintenance                        65.8       79.9        71.4
                                               ----------------------------------
        Total revenues                             100.0      100.0       100.0
                                               ----------------------------------
Costs and expenses:
   Cost of software license fees                     6.8 %      6.8 %       8.6 %
   Cost of services and maintenance                 51.7       60.7        49.9
   Product development                              14.8       19.8        26.9
   Sales and marketing                              25.6       27.6        26.0
   General and administrative                       13.6       18.3        34.6
   Restructuring charge                              4.9       (2.8)       16.6
                                               ----------------------------------
        Total costs and expenses                   117.4 %    130.4 %     162.6 %
                                               ----------------------------------
</TABLE>

Comparison of Years Ended December 31, 1999 and 1998

     Revenues. Total revenues increased $4,094,000, or 14%, to $33,035,000 for
the year ended December 31, 1999 from $28,941,000 for the year ended December
31, 1998. Software license revenues in 1999 increased $5,490,000, or 94%, over
1998. Services and maintenance fees for 1999 amounted to $21,723,000, a 6%
decrease from 1998.

     Software license fee revenues increased $5,490,000 or 94% to $11,312,000 in
1999 from $5,822,000 in 1998. ServiceAlliance license fee revenues increased to
$4,174,000 in 1999 from $2,207,000 in 1998, an increase of 89% due to the
improving market penetration of our ServiceAlliance product line. PowerHelp,
which is no longer owned by Astea, had license revenues of $1,232,000, including
$1,100,000 of revenue from the sale of all of the Company's rights to PowerHelp
to a distributor in December 1999, compared to $133,000 in 1998. The Company
will receive no additional PowerHelp revenues in the future. License fee
revenues for DISPATCH-1 increased $2,424,000 or 70% from $3,482,000 in 1998 to
$5,906,000 in 1999 primarily as a result of the sale of DISPATCH-1 source code
revenue amounting to $3,386,000.

     Total services and maintenance revenues decreased $1,396,000 or 6% to
$21,723,000 in 1999 from $23,119,000 in 1998. The decrease in service and
maintenance revenues is attributable to a decrease in DISPATCH-1 and PowerHelp
revenues partially offset by an increase in ServiceAlliance revenues.
ServiceAlliance service and maintenance revenues increased to $3,857,000 in 1999
from $1,154,000 in 1998 due to the growing ServiceAlliance customer base.
DISPATCH-1 service and maintenance revenues decreased 18% or $3,862,000 to
$17,824,000 in 1999 from $21,686,000 in 1998 due to an ongoing decrease in the
number of customers under service and maintenance contracts. As a result of the
DISPATCH-1 source code sales and decreasing demand for DISPATCH-1, the decrease
in service and maintenance revenue is expected to continue in 2000. PowerHelp
service and maintenance revenues were $42,000 in 1999 compared to $279,000 in
1998.

     In 1999, the Company had two DISPATCH-1 customers that accounted for 18%
and 15% of revenues, respectively. In 1998, the same two DISPATCH-1 customers,
accounted for 16% and 11% of total revenues, respectively. The Company does not
expect to receive significant revenue from these two customers in the future
because they purchased source code in 1999.

                                       15
<PAGE>

     Costs of Revenues. Costs of software license fee revenues increased 14%, or
$283,000, to $2,240,000 in 1999 from $1,957,000 in 1998. Included in the cost of
software license fees is the fixed cost of capitalized software amortization.
Capitalized software amortization was $1,508,000 and $1,108,000 in 1999 and
1998, respectively. The increase in cost of third-party license software license
fees was due to increased capital software amortization costs offset by a
decrease in direct costs. The software licenses gross margin percentage was 80%
in 1999 compared to 66% in 1998. The increase in gross margin was attributable
to increased license fee revenues.

     The costs of services and maintenance revenues decreased 3%, or $520,000,
to $17,063,000 in 1999 from $17,583,000 in 1998. The service and maintenance
gross margin percentage decreased to 21% in 1999 from 24% in 1998. The lower
margin was attributable to the decrease in utilization of service professionals.

     Product Development. Product development expenses decreased 14%, or
$818,000, to $4,900,000 in 1999 from $5,718,000 in 1998. Product development as
a percentage of total revenue decreased to 15% in 1999 compared to 20% in 1998.
The Company's total product development costs, including capitalized software
development costs were $5,700,000 or 17% of revenues in 1999 compared to
$6,951,000 or 24% of revenues in 1998, a decrease of $1,251,000 or 18%. The
decrease in product development expenses is primarily attributable to reduced
third party consultant costs and no development costs in 1999 related to the
Company's development project Greenshark. During the second quarter of 1998, the
Company completed the specifications of its Greenshark development tool project.
At that time, the Company determined that due to the scope of this project,
third party development tools would be used in the Company's future development
activities and incurred no further Greenshark development expenditures. The
capitalized portions of total product development costs were $800,000 and
$1,233,000 in 1999 and 1998, respectively.

     Sales and Marketing. Sales and marketing expenses increased 6%, or
$487,000, to $8,463,000 in 1999 from $7,976,000 in 1998. The increase resulted
from the Company's continuing effort to increase market share, expand its
presence through both direct and indirect channels and increased commission
expense due to increased license revenues. Sales and marketing expense as a
percentage of total revenues decreased 26% in 1999 from 28% in 1998.

     General and Administrative. General and administrative expenses decreased
15%, or $819,000, to $4,478,000 in 1999 from $5,297,000 in 1998. As a percentage
of total revenues, general and administrative expenses decreased to 14% in 1999
compared to 18% in 1998. This decrease primarily relates to the Company's
ongoing cost containment efforts. Included in 1999 general and administrative
expenses, is a one-time accrual of $304,000 for consulting fees. Without this
one-time charge general and administrative expenses would have decre ased
$1,123,000 or 21%.

     Restructuring Charge. During the second quarter of 1998, the Company, based
upon then current facts, evaluated its 1997 restructuring accrual and determined
that $800,000 was not needed and, accordingly, the accrual was adjusted. This
excess related to lower than expected office-closing costs. During the fourth
quarter of 1999, the Company recorded a second restructuring charge of
$1,630,000 in connection with the wind-down of DISPATCH-1 development and
billable service activity. The 1999 restructuring charge includes severance of
$677,000, write-off of DISPATCH-1 capitalized software that is no longer viable
for $457,000 and other consolidation costs of $496,000.

     Net Interest Income. Net interest income increased $1,667,000, to
$2,163,000 in 1999 from $496,000 in 1998. This increase was primarily
attributable to the higher cash balances due to the proceeds from the sales of
Bendata in September 1998 and Abalon in December 1998.

     International Operations. Total revenue from the Company's international
operations declined by $510,000, or 5% to $8,807,000 in 1999 from $9,317,000 in
1998. The decrease in revenue from international operations was primarily
attributable to the reductions in license and service revenues from DISPATCH-1
due

                                       16
<PAGE>

to decreasing demand offset by an increase in revenue from the ServiceAlliance
product. International operations resulted in a $645,000 loss for 1999 compared
to a loss of $934,000 in 1998.

Comparison of Years Ended December 31, 1998 and 1997

     Revenues. Total revenues decreased $3,220,000, or 10%, to $28,941,000 for
the year ended December 31, 1998 from $32,161,000 for the year ended December
31, 1997. This decrease is primarily due to the decreasing demand within the
DISPATCH-1 product line which decreased $4,779,000 or 16% in 1998 to $25,168,000
from $29,947,000 in 1997. The decrease in DISPATCH-1 product line revenues was
offset by a $2,433,000 increase in ServiceAlliance product line revenue to
$3,361,000 in 1998 from $928,000 in 1997. The Company's international operations
contributed $9,317,000 in 1998 compared to $9,107,000 in 1997.

     Software license fee revenues decreased $3,391,000 or 37% to $5,822,000 in
1998 from $9,213,000 in 1997. License fee revenues for DISPATCH-1 decreased
$4,104,000 or 54% from $7,586,000 in 1997 to $3,482,000 in 1998 due to
decreasing demand for this product. For ServiceAlliance, which was introduced in
August 1997, license fee revenues were $2,207,000 in 1998 compared to $896,000
in 1997, an increase of 146%. PowerHelp, which is no longer directly marketed by
Astea, had license revenues of $133,000 in 1998 compared to $731,000 in 1997.

     Total services and maintenance revenues increased $171,000 or 1% to
$23,119,000 in 1998 from $22,948,000 in 1997. The increase in service and
maintenance revenues is attributable to an increase in ServiceAlliance offset by
a decrease in DISPATCH-1 and PowerHelp revenues. ServiceAlliance service and
maintenance revenues increased to $1,154,000 in 1998 from $32,000 in 1997 due to
increases in new licenses sold in prior periods. DISPATCH-1 service and
maintenance revenues decreased 3% or $675,000 to $21,686,000 in 1998 from
$22,361,000 in 1997, due to the decrease in new licenses sold in prior periods.
PowerHelp service and maintenance revenues were $279,000 in 1998 compared to
$555,000 in 1997.

     In 1998, the Company had two customers which accounted for 15% and 11% of
total revenues, respectively. In 1997, one customer accounted for 17% of total
revenues.

     Costs of Revenues. Costs of software license fee revenues decreased 29%, or
$792,000, to $1,957,000 in 1998 from $2,749,000 in 1997. The software license
gross margin decreased by 4% to 66% in 1998 from 70% in 1997. The combination of
lower software license revenue and fixed costs of capitalized software
amortization are the causes of the lower software license gross margin.
Amortization of capitalized software increased 11%, or $984,000, to $1,108,000
in 1998 from $577,000 in 1997. The 1997 amortization includes a write-off of
$453,000 of net capitalized software costs.

     The costs of services and maintenance revenues increased 10%, or
$1,529,000, to $17,583,000 in 1998 from $16,054,000 in 1997. The service and
maintenance gross margin percentage decreased to 24% in 1998 from 30% in 1997.
The lower margins were attributable to the start-up costs associated with
ServiceAlliance, the Company's newest product offering. ServiceAlliance was
commercially released in August 1997.

     Product Development. Product development expenses decreased 34%, or
$2,935,000, to $5,718,000 in 1998 from $8,653,000 in 1997. Product development
as a percentage of total revenue decreased to 20% in 1998 compared to 27% in
1997. The Company's total product development costs, including capitalized
software development costs were $6,951,000 or 24% of revenues in 1998 compared
to $9,603,000 or 30% of revenues in 1997, a decrease of $2,652,000 or 28%.
During the second quarter of 1998, the Company completed the specifications of
its Greenshark development tool project. At that time, the Company determined
that due to the scope of this project, third-party development tools would be
used in the Company's future development activities and incurred no further
Greenshark development expenditures. In addition, the decrease in development
expense in 1998 relates to reduced charges for third-party consultants and
reduced salary expense and related benefits. The capitalized portions of total
product development costs were $1,233,000 in 1998 compared to $950,000 in 1997.

                                       17
<PAGE>

     Sales and Marketing. Sales and marketing expenses decreased 5%, or
$391,000, to $7,976,000 in 1998 from $8,367,000 in 1997. The decrease primarily
relates to lower commissions as a result of lower license revenue in 1998
compared to 1997. Sales and marketing expense as a percentage of total revenues
increased 28% in 1998 from 26% in 1997.

     General and Administrative. General and administrative expenses decreased
52%, or $5,830,000, to $5,297,000 in 1998 from $11,127,000 in 1997. As a
percentage of total revenues, general and administrative expenses decreased to
18% in 1998 compared to 35% in 1997. This decrease primarily relates to non-
recurring charges of $5,131,000 in 1997. These charges include $2,058,000 for
the write-off of Astea BV goodwill and $3,073,000 of contingency reserve for the
possible failure to deliver a commercial release of software product under a
beta development agreement, payment of cash and stock options related to the
settlement of claims by a stockholder and other contingencies. Excluding the
non-recurring charges recorded in the first quarter of 1997, general and
administrative expenses decreased $699,000, or 12%, as a result of efficiencies
from the first quarter 1997 restructuring.

     Restructuring Charge. During the first quarter of 1997, the Company
recorded a restructuring charge of $5,328,000 for actions aimed at reducing
costs and consolidating its development activities. Since the restructuring was
announced, the Company aggressively continued to close and consolidate excess
capacity. Through December 1998, these payments totaled $4,376,000, including
severance of $1,240,000, office-closing costs and unutilized lease expense of
$2,398,000 and other consolidation costs of $738,000. During the second quarter
of 1998, the Company, based upon then current facts, evaluated its restructuring
accrual and determined that $800,000 was not needed and, accordingly, the
accrual was adjusted. This excess related to lower than expected office-closing
costs.

     Net Interest Income. Net interest income increased $492,000, to $496,000 in
1998 from $4,000 in 1997. This increase was primarily attributable to the cash
received due to the sale of Bendata in September 1998.

     International Operations. Total revenue from the Company's international
operations grew by $210,000, or 2% to $9,317,000 in 1998 from $9,107,000 in
1997. The increase in revenue from international operations was primarily
attributable to the introduction of ServiceAlliance in the third quarter of
1997, offset by reductions in DISPATCH-1 and PowerHelp due to decreasing demand.
International operations resulted in a $934,000 loss for 1998 compared to a loss
of $5,170,000 in 1997. The 1997 loss includes $4,022,000 of non-recurring
charges. These charges include $2,058,000 for the write-off of Astea BV goodwill
and $1,964,000 charge for restructuring the Company's international operations.

                                       18
<PAGE>

Liquidity and Capital Resources

     Net cash used in operating activities was $689,000 for the year ended
December 31, 1999 compared to $8,525,000 for the year ended December 31, 1998.
This decreased use of cash was primarily attributable to a decreased net loss
from continuing operations, increased collection of receivables, a decrease in
deferred income tax asset, a decrease in prepaid expenses, a decrease in
payments for accounts payable and accrued expenses offset by an increase in
accrued restructuring.

     The Company used $7,337,000 of cash from investing activities in 1999
compared to providing $18,216,000 in 1998. The decrease was attributable to the
higher proceeds from sale of discontinued operations in 1998, offset by less
purchases of investments available for sale in 1999.

     The Company used $141,000 in financing activities for the year ended
December 31, 1999 compared to providing $263,000 for the year ended December 31,
1998. The increase in cash used was attributable to a tax benefit from the
exercise of stock options realized in 1998 offset by increased proceeds from the
exercise of options and employee stock purchase plan and less repayments of
long-term debt in 1999.

     At December 31, 1999, the Company had a working capital ratio of
approximately 4.78:1, with cash and investments available for sale of
$44,065,000. The Company believes that it has adequate cash resources to make
the investments necessary to maintain or improve its current position and to
sustain its continuing operations for the foreseeable future. The Board of
Directors from time to time reviews the Company's forecasted operations and
financial condition to determine whether and when payment of a dividend or
dividends is appropriate. The Company does not anticipate that its operations or
financial condition will be affected materially by inflation.

Discontinued Operations

     During 1998, the Company divested its Bendata and Abalon subsidiaries. The
closing of the Bendata sale was effective as of July 1, 1998, and the closing of
the Abalon sale was effective December 31, 1998. Through Bendata, the Company
had offered the HEAT family of software applications for the internal help desk
automation market. (HEAT is a trademark of Bendata, Inc.) Through Abalon, the
Company had offered the Abalon suite of sales and marketing applications built
around a central customer database. The Company's management concluded that
these past acquisitions did not contribute synergistically to a strong market
focus. Additionally, Astea could not provide adequate investment across multiple
products and markets to establish or maintain strong market positions, while
supporting the aggressive investment necessary to maintain or improve its core
market position. To better ensure long-term success, the Company elected to
maintain a clear and distinct market focus on field service and support, which
leverages its inherent industry expertise and knowledge. The Bendata and Abalon
operations have been treated as discontinued operations for financial reporting
purposes. Accordingly, the operating results and assets and liabilities of these
businesses have been reflected separately from continuing operations. During
1998, the Company recorded a gain on the sale of Bendata of $34,267,000, net of
taxes of $4,138,000, and a gain on the sale of Abalon of $9,072,000, including a
tax benefit of $1,201,000. See Note 3 of the Notes to the Consolidated Financial
Statements.

     For the years ended December 31, 1998 and 1997, the discontinued operations
generated revenues of $18,095,000 and $28,773,000, respectively. The
discontinued operations generated a net loss of $1,697,000 in 1998 and net
income of $742,000 in 1997.

                                       19
<PAGE>

Certain Factors That May Affect Future Results

     The Company does not provide forecasts of its future financial performance.
From time to time, however, information provided by the Company or statements
made by its employees may contain "forward looking" information that involves
risks and uncertainties. In particular, statements contained in this Annual
Report on Form 10-K that are not historical fact may constitute forward looking
statements and are made under the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. The Company's actual results of
operations and financial condition have varied and may in the future vary
significantly from those stated in any forward looking statements. Factors that
may cause such differences include, but are not limited to, the risks,
uncertainties and other information discussed within this Annual Report on Form
10-K, as well as the accuracy of the Company's internal estimates of revenue and
operating expense levels.

     The following discussion of the Company's risk factors should be read in
conjunction with the financial statements and related notes thereto set forth
elsewhere in this report. The following factors, among others, could cause
actual results to differ materially from those set forth in forward looking
statements contained or incorporated by reference in this report and presented
by management from time to time. Such factors, among others, may have a material
adverse effect upon the Company's business, results of operations and financial
conditions:

     Uncertain Market Acceptance of ServiceAlliance; Decreased Revenues from
DISPATCH-1. In each of 1999, 1998, and 1997, more than 72%, 86%, and 93%,
respectively, of the Company's total revenues was derived from the licensing of
DISPATCH-1 and the provision of professional services in connection with the
implementation, deployment and maintenance of DISPATCH-1 installations. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations." The Company originally introduced ServiceAlliance in August 1997 in
order to target a market segment in which DISPATCH-1 was not cost-effective or
attractive. Subsequent, rapid changes in technology have now positioned
ServiceAlliance to supercede DISPATCH-1 as the company's flagship brand. As a
result, the probability that DISPATCH-1 will be sold to new customers is small.
Sales to existing customers comprised 100% of DISPATCH-1 license revenue in
1999. DISPATCH-1 revenues have declined in each of the last two fiscal years and
that trend is expected to continue and accelerate.

While the Company has licensed ServiceAlliance to over 90 companies worldwide in
1997 through 1999, revenues from sales of ServiceAlliance alone are not yet
sufficient to support the expenses of the Company. The Company's future success
will depend mainly on its ability to increase licenses of ServiceAlliance and
other offerings, on developing new products and product enhancements to
complement its existing field service and customer support offerings, on its
ability to continue support and maintenance revenues from DISPATCH-1, and on its
ability to reduce its operating expenses. Any failure of the Company's products
to achieve or sustain market acceptance, or of the Company to sustain its
current position in the field service software market, would have a material
adverse effect on the Company's business and results of operations. There can be
no assurance that the Company will be able to increase demand for
ServiceAlliance, obtain an acceptable level of support and maintenance revenues
from DISPATCH-1, or to lower its expenses, thereby avoiding future losses.

     Need for Development of New Products. The Company's future success will
depend upon its ability to enhance its current products and develop and
introduce new products, including its planned eCRM products, on a timely basis
that keep pace with technological developments, industry standards and the
increasingly sophisticated needs of its customers, including developments within
the client/server and object-oriented computing environments. Such developments
may require, from time to time, substantial capital investments by the Company
in product development and testing. The Company intends to continue its
commitment to research and development and its efforts to develop new products
and product enhancements. There can be no assurance that the Company will not
experience difficulties that could delay or prevent the successful development,
introduction and marketing of new products and product enhancements; that new
products and product enhancements will meet the requirements of the marketplace
and achieve market acceptance; or that

                                       20
<PAGE>

the Company's current or future products will conform to industry requirements.
Furthermore, reallocation of resources by the Company, such as the diversion of
research and development personnel to development of a particular feature for a
potential or existing customer, can delay new products and certain product
enhancements. If the Company is unable to develop and introduce new products or
enhancements of existing products in a timely manner in response to changing
market conditions or customer requirements, the Company's business, operating
results and financial condition will be materially adversely effected.

         Competition in the Customer Relationship Management Software Market Is
Intense. The CRM software market is intensely competitive. The Company's
competitors include large public companies primarily providing CRM solutions
such as Oracle, PeopleSoft and Siebel, as well as traditional enterprise
resource planning software providers such as SAP, that are developing field
service and customer support capabilities. In addition, a number of smaller,
privately-held companies generally focus only on discrete areas of the CRM
software marketplace. Because the barriers to entry in the CRM software market
are relatively low, new competitors may emerge with products that are superior
to the Company's products or that achieve greater market acceptance. Some of the
Company's existing and potential competitors have greater financial, technical,
marketing and distribution resources than the Company has. Moreover, the CRM
industry is currently experiencing significant consolidation, as larger public
companies seek to enter the CRM market through acquisitions. The Company expects
that competition will increase as a result of software industry consolidations.
As a result, some of the Company's competitors may be able to respond more
quickly to new or emerging technologies and changes in customer requirements, or
to devote greater resources to the development and distribution of their
products. Increased competition is likely to result in price reductions, reduced
gross margins and loss of market share. There can be no assurance that the
Company will be able to compete successfully against current and future
competitors or that competitive pressures faced by the Company will not
adversely affect its business and results of operations.

         Continued Dependence on Large Contracts May Result in Lengthy Sales and
Implementation Cycles. The sale and implementation of the Company's products
generally involve a significant commitment of resources by prospective
customers. While ServiceAlliance requires a less substantial commitment than
does DISPATCH-1, the purchase and implementation of ServiceAlliance still
require a substantial commitment. As a result, the Company's sales process often
is subject to delays associated with lengthy approval processes attendant to
significant capital expenditures, definition of special customer implementation
requirements, and extensive contract negotiations with the customer. The sales
cycle varies substantially from customer to customer and typically lasts between
four and nine months. During this time the Company may devote significant time
and resources to a prospective customer, including costs associated with
multiple site visits, product demonstrations and feasibility studies. The
Company may experience a number of significant delays over which the Company has
no control. Because the costs associated with the sale of the product are fixed
in current periods, timing differences between incurring costs and recognition
of revenue associated with a particular project may result. Moreover, in the
event of any downturn in any existing or potential customer's business or the
economy in general, purchases of the Company's products may be deferred or
canceled.

         In addition, following the initial sale, the implementation of our
products typically involves several months of customer training and integration
of the product with the customer's other existing systems. A successful
implementation requires a close working relationship between the customer and
members of the Company's professional service organization. Occasionally, delays
result from a customer's lack of attention to the implementation project for
reasons unrelated to the Company's performance. When the Company has provided
consulting services to implement certain larger projects, some customers have in
the past delayed payment of a portion of license fees until implementation was
complete and in some cases have disputed the consulting fees charged for
implementation. There can be no assurance the Company will not experience
additional delays or disputes regarding payment in the future, particularly if
the Company receives orders for large, complex installations. Some of the
Company's customers have adopted the Company's software on an incremental basis.
There can be no assurance that the Company's customers will expand usage of the
Company's software on an enterprise-wide basis or implement new software
products introduced by the Company. The failure of the Company's software to
perform according to customer expectations or otherwise

                                       21
<PAGE>

to be deployed on an enterprise-wide basis could have a material adverse effect
on the ability of the Company to collect revenues or to increase revenues from
new as well as existing customers. The Company believes that period-to-period
comparisons of its results of operations should not be relied upon as any
indication of future performance.

         Reduced Product Offerings after Sales of Bendata and Abalon. During
1998, the Company divested its Bendata and Abalon subsidiaries. Through Bendata,
the Company had offered the HEAT family of software applications for the help
desk automation market. Through Abalon, the Company had offered the Abalon suite
of sales and marketing applications built around a central customer database.
Through these strategic dispositions, the Company has refocused its efforts and
resources on the field service and customer support segment of the CRM software
market, which is the Company's core competency. While the Company's current
products offer help desk and sales automation functionality, the Company
currently does not offer stand-alone products in the help desk and sales and
marketing automation segments of the CRM software market. As a result, the
Company's product lines are now less diversified than when the Abalon and HEAT
products were offered. This could impede the Company's ability to compete
against other companies in the CRM software market that offer a wider range of
products and further increases the Company's reliance on DISPATCH-1 and
ServiceAlliance. Any failure of the Company's remaining products to achieve or
sustain market acceptance would have a material adverse effect on the Company's
business and results of operations.

         Fluctuations in Quarterly Operating Results May Be Significant. The
Company's quarterly operating results have in the past varied significantly and
are likely to vary significantly in the future, depending on factors such as the
size and timing of revenue from significant orders, the recognition of revenue
from such orders, the timing of new product releases and market acceptance of
these new releases, the level of product and price competition, and the
seasonality of its business. As a result of the application of the revenue
recognition rules applicable to the Company's licenses under generally accepted
accounting principles, the Company's license revenues may be recognized in
periods after those in which the respective licenses were signed. In addition,
the Company's quarterly operating results are dependent on factors such as
budgeting cycles of its customers, customer order deferrals in anticipation of
enhancements or new products, the impact of acquisitions of competitors, the
cancellation of licenses or maintenance agreements, product life cycles,
software bugs and other product quality problems, personnel changes, changes in
Company strategy, investments to develop sales distribution channels, changes in
the level of operating expenses and general domestic and international economic
and political conditions, among others.

         The Company has generally had stronger demand for its products during
the quarters ending in June and December and weaker demand in the quarter ending
in March. The Company anticipates that it may also experience relatively weaker
demand in the quarter ending in September. Moreover, the Company has generally
recorded most of its total quarterly license revenues in the third month of the
quarter, with a concentration of these revenues in the last half of that third
month. This concentration of license revenues is influenced by customer
tendencies to make significant capital expenditures at the end of a fiscal
quarter. The Company expects these revenue patterns to continue for the
foreseeable future. Thus, the Company's results of operations may vary
seasonally in accordance with licensing activity or otherwise, and will also
depend upon its recognition of revenue from such licenses from time to time.
There can be no assurance that the Company will be profitable or avoid losses in
any future period, and the Company believes that period-to-period comparisons of
its results of operations are not necessarily meaningful and should not be
relied upon as any indication of future performance.

         Rapid Technological Change. The CRM software market is subject to rapid
technological change, frequent new product introductions and evolving
technologies and industry standards that can quickly render existing products
and services obsolete. While the Company is not aware of any emerging products
that are likely to render its existing products obsolete, there can be no
assurance that the Company's products could not suffer such obsolescence.
Because of the rapid pace of technological change in the application software
industry, the Company's current market position in field service and customer
support automation or other markets that it may enter could be eroded rapidly by
product advancements. The Company's application

                                       22
<PAGE>

environment relies primarily on software development tools from Progress
Software Corporation, in the case of DISPATCH-1, and Microsoft Corporation and
PowerSoft Corporation, a subsidiary of Sybase, Inc., in the case of
ServiceAlliance. If alternative software development tools were to be designed
and generally accepted by the marketplace, the Company could be at a competitive
disadvantage relative to companies employing such alternative developmental
tools, possibly resulting in material harm to the Company's financial condition
and results of operation.

         Need to Expand Indirect Sales. The Company has historically sold its
products through its direct sales force and a limited number of distributors.
The Company's ability to achieve significant revenue growth in the future will
depend in large part on its success in establishing relationships with
distributors, resellers and systems integrators. The Company is currently
investing, and plans to continue to invest, significant resources to expand its
domestic and international direct sales force and develop distribution
relationships with certain third party distributors, resellers and systems
integrators. The Company's distributors also sell or can potentially sell
products offered by the Company's competitors. There can be no assurance that
the Company will be able to retain or attract a sufficient number of its
existing or future third party distribution partners or that such partners will
recommend, or continue to recommend, the Company's products. The inability to
establish or maintain successful relationships with distributors, resellers or
systems integrators could have a material adverse effect on the Company's
business, operating results or financial condition. Any failure by the Company
to maintain and train its direct sales force and expand other distribution
channels would materially adversely affect the Company's business, operating
results and financial condition.

         Risks Associated with International Sales. Astea's international sales
accounted for 27% of the Company's revenues in 1999, 32% in 1998, and 28% in
1997. The Company expects that international sales will continue to be a
significant component of its business. International sales are subject to a
variety of significant risks, including difficulties in establishing and
managing international distribution channels and in translating products into
foreign languages. International operations also may encounter difficulties in
collecting accounts receivable, staffing and managing personnel and enforcing
intellectual property rights. Other factors that can also adversely affect
international operations include fluctuations in the value of foreign currencies
and currency exchange rates, changes in import/export duties and quotas,
introduction of tariff or non-tariff barriers, potentially adverse tax
consequences, possible recessionary environments in economies outside the United
States, changes in the market for business software as a result of currency
unification in Europe, and economic or political changes in international
markets. The current economic difficulties in several Asian countries could have
an adverse impact on the Company's international operations in future periods.
In addition, the Company's international revenues may also be affected to a
great extent by seasonal fluctuations resulting from lower sales that typically
occur during the summer months in Europe and other parts of the world.

         Year 2000 Risks. The "Year 2000 Risk" refers to the potential for
system and processing failures of date-related data as a result of
computer-controlled systems using two digits rather than four to define the
applicable year. For example, computer programs that have time-sensitive
software may recognize a date represented as "00" as the year 1900 rather than
the Year 2000. This could result in a system failure or miscalculations causing
disruptions with internal administrative and operational software, software
developed by the Company, software integrated in the Company's products, and
third-party systems to which the Company's products interface. Most reports to
date, including reports on the Company's software indicate that computer systems
are functioning normally and the compliance and remediation work accomplished
leading up to 2000 was effective to prevent any problems. Computer experts have
warned, however, that there may still be residual consequences of the change in
centuries.

         To date, the Company has experienced only minor problems related to the
software it produces, which were easily remedied. Astea has not experienced any
Year 2000 issues with any of its internal systems or products, and it does not
expect to experience any in the future. To date, it has not experienced any Year
2000 issues related to any of its key third party suppliers, distributors and
customers nor does it expect to experience any in the future.

                                       23
<PAGE>

         The Company does not believe that it has material exposure to the Year
2000 issue with respect to its own products and information systems.
ServiceAlliance and certain later recent releases of DISPATCH-1 (versions 8.0,
6.0j and 6.2g) are designed to accurately calculate, compare and sequence date
and time data between the twentieth and twenty-first centuries. Non-information
technology systems that use embedded technology, such as microcontrollers, may
also face Year 2000 risks. The Company believes, however, that it does not have
a material Year 2000 risk related to non-information technology systems or its
major vendors' systems (insofar as they relate to the Company's business).

         The Company estimates that the expenses and capital expenditures
associated with achieving Year 2000 compliance were less than $100,000.

         The law regarding liability for Year 2000 problems is evolving rapidly
and could become more friendly to users of software with alleged Year 2000
deficiencies. The Company limits its contractual warrantees on Year 2000
compliance to objective performance standards that the Company has tested, and
the Company makes no warrantees for nonconformance if the Company's software
products are combined with other software or data that are not conducive to
accurately calculating, comparing or sequencing date and time data between the
twentieth and twenty-first centuries. Nonetheless, there can be no assurance
that some of the Company's customers will not assert legal claims against the
Company based on Year 2000 theories of liability. While the Company believes
that such claims would be precluded by its contracts, if such a claim were
upheld in court, the resulting expense to the Company and diversion of
management and development time could have a material adverse effect on the
Company's operations and financial condition.

         Dependence on Key Personnel; Competition for Employees. The future
success of the Company will depend in large part on its ability to attract and
retain talented and qualified employees, including skilled management personnel.
The Company's future success also depends on its continuing ability to attract
and retain highly qualified technical, sales and managerial personnel.
Competition for key personnel is intense, particularly so in recent years. From
time to time the Company has experienced difficulty in recruiting and retaining
talented and qualified employees. There can be no assurance that the Company can
retain its key technical, sales and managerial employees or that it can attract,
assimilate or retain other highly qualified technical, sales and managerial
personnel in the future. The inability of the Company to hire talented personnel
or the loss of key employees could have a material adverse effect on the
Company's business and results of operations.

         Concentration of Ownership. Zack B. Bergreen, the Company's Chairman of
the Board, as of March 20, 2000, beneficially owned approximately 48% of the
outstanding Common Stock of the Company. As a result, Mr. Bergreen exercises
significant control over the Company through his ability to influence and
control the election of directors and all other matters that require action by
the Company's stockholders. Under certain circumstances, Mr. Bergreen could
prevent or delay a change of control of the Company which may be favored by a
significant portion of the Company's other stockholders, or cause a change of
control not favored by the majority of the Company's other stockholders. Mr.
Bergreen's ability under certain circumstances to influence, cause or delay a
change in control of the Company also may have an adverse effect on the market
price of the Company's Common Stock.

         Risks of Dependence on Proprietary Technology. The Company's success is
heavily dependent upon proprietary technology. The Company's products are
licensed to customers under signed license agreements containing, among other
terms, provisions protecting against the unauthorized use, copying and transfer
of the licensed program. In addition, the Company relies on a combination of
trade secret, copyright and trademark laws and non-disclosure agreements to
protect its proprietary rights in its products and technology. Policing
unauthorized use of the Company's software is difficult and, while the Company
is unable to determine the extent to which piracy of its software products
exists, software piracy can be expected to be a persistent problem. In addition,
the laws of some foreign countries do not protect the Company's proprietary
rights to the same extent, as do the laws of the United States. There can be no
assurance that

                                       24
<PAGE>

measures taken by the Company will be adequate to protect the Company's
proprietary technology or that the Company's competitors will not independently
develop technologies that are substantially equivalent or superior to the
Company's technologies. Moreover, although the Company believes that its
products and technologies do not infringe on any existing proprietary rights of
others, and although there are no pending lawsuits against the Company regarding
infringement of any existing patents or other intellectual property rights or
any notices that the Company is infringing the intellectual property rights of
others, there can be no assurance that such infringement claims will not be
asserted by third parties in the future. Any such situations can have a material
adverse effect on the Company's business and results of operations.

         Risk of Product Defects; Failure to Meet Performance Criteria. The
Company's field service and customer support software is intended for use in
enterprise-wide applications that may be critical to a customer's business. As a
result, the Company's customers and potential customers typically have demanding
requirements for installation and deployment. Software products as complex as
those offered by the Company may contain errors or failures, particularly when
software must be customized for a particular licensee, when new products are
first introduced or when new versions are released. Although the Company
conducts extensive product testing during product development, the Company has
at times delayed commercial release of software until problems were corrected
and, in some cases, has provided enhancements to correct errors in released
software. The Company could, in the future, lose revenues as a result of
software errors or defects. There can be no assurance that, despite testing by
the Company and by current and potential customers, errors will not be found in
software, customizations or releases after commencement of commercial shipments,
resulting in loss or delay of revenue or delay in market acceptance, diversion
of development resources or increased service and warranty costs, any of which
could have a material adverse effect upon the Company's business, operating
results and financial condition.

         Burdens of Customization. Certain of the Company's clients request
customization of DISPATCH-1 or ServiceAlliance products to address unique
characteristics of their businesses or computing environments. The Company's
commitment to customization could place a burden on the Company's client support
resources or delay the delivery or installation of products which, in turn,
could materially adversely affect the Company's relationship with significant
clients or otherwise adversely affect its business and results of operations. In
addition, the Company could incur penalties or reductions in revenues for
failures to develop or timely deliver new products or product enhancements under
development agreements and other arrangements with customers.

         Possible Volatility of Stock Price. The market price of the Common
Stock has in the past been, and may continue to be, subject to significant
fluctuations in response to, and may be adversely affected by, variations in
quarterly operating results, changes in earnings estimates by analysts,
developments in the software industry, adverse earnings or other financial
announcements of the Company's customers and general stock market conditions as
well as other factors. In addition, the stock market can experience extreme
price and volume fluctuations from time to time which may bear no meaningful
relationship to the Company's performance.

                                       25
<PAGE>

Item 7A.       Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

         The Company's exposure to market risk for changes in interest rates
relates primarily to the Company's investment portfolio. The Company does not
have any derivative financial instruments in its portfolio. The Company places
its investments in instruments that meet high credit quality standards. The
Company is adverse to principal loss and ensures the safety and preservation of
its invested funds by limiting default risk, market risk and reinvestment risk.
As of December 31, 1999, the Company's investments consisted of U.S. government
agencies securities, commercial paper and corporate bonds. The Company does not
expect any material loss with respect to its investment portfolio.

Foreign Currency Risk

         The Company does not use foreign currency forward exchange contracts or
purchased currency options to hedge local currency cash flows or for trading
purposes. All sales arrangements with international customers are denominated in
foreign currency. The Company does not expect any material loss with respect to
foreign currency risk.

                                       26
<PAGE>

Item 8.        Financial Statements and Supplementary Data.

Report of Independent Public Accountants

To Astea International Inc.:

          We have audited the accompanying consolidated balance sheets of Astea
International Inc. (a Delaware corporation) and subsidiaries as of December 31,
1999 and 1998, and the related consolidated statements of income, stockholders'
equity and cash flows for each of the three years in the period ended December
31, 1999. These financial statements and schedule are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements and schedule based on our audits.

          We conducted our audits in accordance with auditing standards
generally accepted in the United States. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

          In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Astea International
Inc. and subsidiaries as of December 31, 1999 and 1998, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1999, in conformity with accounting principles generally accepted
in the United States.

          Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. Schedule II, Valuation and Qualifying
Accounts, is presented for purposes of complying with the Securities and
Exchange Commission's rules and is not part of the basic financial statements.
This schedule has been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.



                                                  \s\ Arthur Andersen LLP
                                                  -----------------------
                                                  Arthur Andersen LLP



Philadelphia, PA
February 11, 2000

                                       27
<PAGE>

                   ASTEA INTERNATIONAL INC. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
       December 31,                                                        1999                1998
       ----------------------------------------------------------------------------------------------------
       <S>                                                           <C>                       <C>
                                  ASSETS
       Current assets:
         Cash and cash equivalents                                        $  6,158,000        $ 14,291,000
         Investments available for sale                                     37,907,000          22,603,000
         Notes and escrow receivable                                                 -           9,407,000
         Receivables, net of reserves of  $1,047,000 and $768,000            9,287,000           9,347,000
         Prepaid expenses and other                                          1,632,000           2,097,000
         Deferred income taxes                                                 856,000           1,462,000
                                                                     --------------------------------------
                 Total current assets                                       55,840,000          59,207,000

       Property and equipment, net                                           1,022,000           1,469,000

       Capitalized software development costs, net                           1,772,000           2,937,000
                                                                     --------------------------------------
                 Total assets                                             $ 58,634,000        $ 63,613,000
                                                                     ======================================

                   LIABILITIES AND STOCKHOLDERS' EQUITY
       Current liabilities:
         Current portion of long-term debt                                $    410,000        $    887,000
         Accounts payable and accrued expenses                               7,707,000           8,673,000
         Deferred revenues                                                   3,553,000           4,105,000
                                                                     --------------------------------------
                 Total current liabilities                                  11,670,000          13,665,000

         Deferred income taxes                                                 298,000             463,000

         Long-term debt                                                         49,000             468,000

       Stockholders' equity:
          Preferred stock, $.01 par value, 5,000,000 shares
           authorized, none issued                                                   -                   -
          Common stock, $.01 par value, 25,000,000 shares
           authorized, 14,136,000 and 13,540,000 shares issued and
           outstanding                                                         141,000             135,000
          Additional paid-in capital                                        52,242,000          51,098,000
          Deferred compensation                                                      -             (29,000)
          Cumulative translation adjustment                                   (839,000)           (836,000)
          Accumulated deficit                                               (4,927,000)         (1,351,000)
                                                                     --------------------------------------
                 Total stockholders' equity                                 46,617,000          49,017,000
                                                                     --------------------------------------
                 Total liabilities and stockholders' equity               $ 58,634,000        $ 63,613,000
                                                                     ======================================
</TABLE>

       The accompanying notes are an integral part of these statements.

                                       28
<PAGE>

                   ASTEA INTERNATIONAL INC. AND SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
Years ended December 31,                                             1999           1998             1997
---------------------------------------------------------------------------------------------------------------
<S>                                                              <C>              <C>            <C>
Revenues:
      Software license fees                                       $11,312,000     $  5,822,000   $  9,213,000
      Services and maintenance                                     21,723,000       23,119,000     22,948,000
                                                                 ----------------------------------------------

          Total revenues                                           33,035,000       28,941,000     32,161,000
                                                                 ----------------------------------------------

Costs and expenses:
      Cost of software license fees                                 2,240,000        1,957,000      2,749,000
      Cost of services and maintenance                             17,063,000       17,583,000     16,054,000
      Product development                                           4,900,000        5,718,000      8,653,000
      Sales and marketing                                           8,463,000        7,976,000      8,367,000
      General and administrative                                    4,478,000        5,297,000     11,127,000
      Restructuring charge                                          1,630,000         (800,000)     5,328,000
                                                                 ----------------------------------------------

          Total costs and expenses                                 38,774,000       37,731,000     52,278,000

Loss from continuing operations before interest and                (5,739,000)      (8,790,000)   (20,117,000)

Interest income                                                     2,215,000          688,000        343,000
Interest expense                                                      (52,000)        (192,000)      (339,000)
                                                                 ----------------------------------------------
Loss from continuing operations before income taxes                (3,576,000)      (8,294,000)   (20,113,000)

Income tax benefit                                                          -          803,000        877,000
                                                                 ----------------------------------------------
Loss from continuing operations                                    (3,576,000)      (7,491,000)   (19,236,000)

Gain on sale of discontinued operations, net of taxes                       -       43,339,000              -
Income (loss) from discontinued operations, net of taxes                    -       (1,697,000)       742,000
                                                                 ----------------------------------------------
Net income (loss)                                                  (3,576,000)    $ 34,151,000   $(18,494,000)
                                                                 ==============================================

Basic and diluted earnings (loss) per share:
  Continuing operations                                           $     (0.26)     $     (0.56)  $      (1.45)
  Gain on sale of discontinued operations                                   -             3.22              -
  Discontinued operations                                                   -            (0.13)          0.05
                                                                 ----------------------------------------------
  Net income (loss)                                               $     (0.26)     $      2.53   $      (1.40)
                                                                 ==============================================
Shares used in computing basic and diluted
  (loss) per share                                                 13,899,000       13,478,000     13,252,000
                                                                 ==============================================
</TABLE>

          The accompanying notes are an integral part of these statements.

                                       29
<PAGE>

                   ASTEA INTERNATIONAL INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>

                                                     Additional               Cumulative   Retained      Total
                               Preferred   Common     Paid-in     Deferred    Translation  Earnings   Stockholders'  Comprehensive
                                 Stock      Stock     Capital   Compensation  Adjustment   (Deficit)     Equity      Income (Loss)
                                 -----      -----     -------   ------------  ----------   ---------     ------      -------------
<S>                            <C>        <C>       <C>         <C>          <C>         <C>           <C>           <C>
Balance, January 1, 1997        $    -    $131,000  $49,097,000   $(160,000)  $(443,000) $(17,008,000) $31,617,000   $(20,035,000)
  Issuance of common stock in
    dispute settlement (See
    Note 13)                         -       1,000      202,000        -           -             -         203,000
  Grant of stock options in
    dispute settlement (See
    Note 13)                         -        -         157,000        -           -             -         157,000
Exercise of stock options            -       2,000       96,000        -           -             -          98,000
  Amortization of deferred
  compensation                       -        -            -         57,000        -             -          57,000
Cancellation of options granted      -        -         (60,000)    (60,000)       -             -            -
Issuance of common stock under
employee stock purchase plan         -        -          93,000        -           -             -          93,000
  Cumulative translation
  adjustment                         -        -            -           -       (302,000)         -        (302,000)      (302,000)
  Net loss                           -        -            -           -           -      (18,494,000) (18,494,000)   (18,494,000)
                              ----------------------------------------------------------------------------------------------------
Balance, December 31, 1997           -     134,000   49,585,000     (43,000)   (745,000)  (35,502,000)  13,429,000    (18,796,000)
  Exercise of stock options          -       1,000       93,000        -           -             -          94,000
  Tax benefit from exercise
   of stock options                  -        -       1,335,000        -           -             -       1,335,000
  Amortization of deferred
   compensation                      -        -            -         52,000        -             -          52,000
  Grant of stock options
   below fair market value           -        -          38,000     (38,000)       -             -            -
  Issuance of common stock
   under employee stock
   purchase plan                     -        -          41,000        -           -             -          41,000
  Stock issued to Board of
   Directors in lieu of cash
   payments                          -        -           6,000        -           -             -           6,000
  Cumulative translation
   adjustment                        -        -            -           -        (91,000)         -         (91,000)       (91,000)
    Net income                       -        -            -           -           -       34,151,000   34,151,000     34,151,000
                              ------------------------------------------------------------------------------------------------------
Balance, December 31, 1998           -     135,000   51,098,000     (29,000)   (836,000)   (1,351,000)  49,017,000     34,060,000
  Exercise of stock options          -       6,000    1,132,000        -           -             -       1,138,000
  Adjustment of tax benefit
   from exercise of
   stock options                     -         -       (411,000)       -           -             -        (411,000)
  Amortization of deferred
   compensation                      -         -           -         21,000        -             -            -
  Cancellation of options
   granted                           -         -        (69,000)     69,000        -             -            -
  Grant of stock options
   below fair market value           -         -         61,000     (61,000)       -             -            -
  Compensation charged in
   connection with variable
   stock options                     -         -        387,000        -           -             -         387,000
  Issuance of common stock
   under employee stock
   purchase plan                     -         -         28,000        -           -             -          28,000
 Stock issued to Board of
  Directors in lie of cash
  payments                           -         -         16,000        -           -             -          16,000
 Cumulative translation
  adjustment                         -         -           -           -         (3,000)         -          (3,000)
      Net loss                       -         -           -           -           -       (3,576,000)  (3,576,000)    (3,576,000)
                              ------------------------------------------------------------------------------------------------------
Balance, December 31, 1999      $    -     $141,000 $52,242,000  $     -       (839,000)   (4,927,000)  46,617,000     (3,579,000)
                              ======================================================================================================
</TABLE>

       The accompanying notes are an integral part of these statements.

                                       30
<PAGE>

                   ASTEA INTERNATIONAL INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
Years ended December 31,                                                1999            1998             1997
-----------------------------------------------------------------------------------------------------------------
<S>                                                              <C>                 <C>            <C>
Cash flows from operating activities:
   Net (loss) income                                             $    (3,576,000)    $ 34,151,000   $ (18,494,000)
   Adjustments to reconcile net (loss) income to net cash
    used in operating activities:
        Compensation charged in connection with variable
         stock options                                                   387,000                -               -
        Gain on sale of discontinued business                                  -      (43,339,000)              -
        Loss (Gain) on operations of discontinued                              -        1,697,000        (742,000)
        Goodwill write-down                                                    -                -       2,058,000
        Expense related to stock, stock options and
         debt issued in dispute                                                -                -       1,522,000
        Write-off of capitalized software                                      -                -         453,000
        Non-cash restructuring charges                                         -                -         832,000
        Depreciation and amortization                                  2,454,000        2,388,000       2,216,000
        Amortization of deferred compensation                             21,000           52,000          57,000
        Other                                                             16,000         (427,000)         29,000
        Changes in operating assets and liabilities:
            Receivables                                                  149,000         (236,000)      6,915,000
            Prepaid expenses and other                                   471,000         (705,000)        (37,000)
            Income tax refund receivable                                       -                -       1,516,000
            Accounts payable and accrued expenses                     (1,970,000)       1,152,000        (734,000)
            Accrued restructuring                                      1,451,000       (1,716,000)      1,868,000
            Deferred revenues                                           (530,000)        (109,000)       (504,000)
            Deferred income taxes                                        441,000       (1,433,000)      1,451,000
                                                                 ------------------------------------------------
   Net cash used in operating activities                                (686,000)      (8,525,000)  $  (1,594,000)
                                                                 ------------------------------------------------
   Net cash (used in) provided by discontinued operations                      -       (2,054,000)        288,000
                                                                 ------------------------------------------------

Cash flows from investing activities:
        Net (purchases) sales of investments available for sale      (15,304,000)     (21,244,000)      7,635,000
        Purchases of property and equipment                             (512,000)        (831,000)       (277,000)
        Capitalized software development costs                          (800,000)        (800,000)       (950,000)
        Proceeds from sale of discontinued operations                  9,276,000       41,091,000               -
                                                                 ------------------------------------------------
   Net cash (used in) provided by investing activities                (7,340,000)      18,216,000       6,408,000
                                                                 ------------------------------------------------

Cash flows from financing activities:
        Net repayments on line of credit                                       -                -        (500,000)
        Proceeds from exercise of stock options and
         employee stock options plan                                   1,166,000          135,000         189,000
        Net repayments of long-term debt                                (896,000)      (1,207,000)       (631,000)
        Tax (expense) benefit from exercise of stock options            (411,000)       1,335,000               -
                                                                 ------------------------------------------------
   Net cash (used in) provided by financing activities                  (141,000)         263,000        (942,000)
                                                                 ------------------------------------------------
   Effect of exchange rate changes on cash and cash
       Equivalents                                                        34,000           (5,000)         51,000
                                                                 ------------------------------------------------
   Net (decrease) increase in cash and cash equivalents               (8,133,000)       7,895,000       4,211,000
   Cash and cash equivalents balance, beginning of year               14,291,000        6,396,000       2,185,000
                                                                 ------------------------------------------------
   Cash and cash equivalents balance, end of year                $     6,158,000     $ 14,291,000   $   6,396,000
                                                                 ================================================

</TABLE>

       The accompanying notes are an integral part of these statements.

                                       31
<PAGE>

                   ASTEA INTERNATIONAL INC. AND SUBSIDIARIES

                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


     1.       Company Background

              Astea International Inc. (the "Company" or "Astea") develops,
     markets, and supports front-office solutions for the Customer Relationship
     Management ("CRM") software market. Astea's applications are designed
     specifically for organizations for which field service and customer support
     are considered mission critical assets of business operations. The Company
     licenses its products to companies worldwide, distributed across a variety
     of industries that provide maintenance and repair services, including
     telecommunications, information technology, healthcare, process and control
     technologies and white goods.

     2.       Summary of Significant Accounting Policies

     Principles of Consolidation

              The consolidated financial statements include the accounts of
     Astea International Inc. and its wholly owned subsidiaries and branches.
     The financial statements reflect the elimination of all significant
     intercompany accounts and transactions.

     Use of Estimates

              The preparation of financial statements in conformity with
     generally accepted accounting principles requires management to make
     estimates and assumptions that affect the reported amounts of assets and
     liabilities and disclosure of contingent assets and liabilities at the date
     of the financial statements and the reported amounts of revenues and
     expenses during the reporting period. Actual results could differ from
     those estimates.

     Revenue Recognition

              The Company licenses software under noncancellable license
     agreements. License fee revenues are recognized when a noncancellable
     license agreement is in force, the product has been shipped, the license
     fee is fixed or determinable and collectibility is reasonably assured. If
     the fee is not fixed or determinable, revenue is recognized as payments
     become due from the customer. If collectibility is not considered probable,
     revenue is recognized when the fee is collected. If the payment of the
     license fee is coincident to services, which are deemed to be essential to
     the transaction, the license fee is deferred and recognized using contract
     accounting over the period during which the services are performed. The
     Company's software licensing agreements provide for customer support. The
     portion of the license fee associated with customer support is unbundled
     from the license fee and is recognized ratably over the warranty period
     (generally 90 days) as maintenance revenue. The Company's revenue
     recognition policy is in accordance with the American Institute of
     Certified Public Accountants' Statement of Position No. 97-2, "Software
     Revenue Recognition."

              Services revenues, which include consulting, implementation and
     training, are recognized as performed. Maintenance revenues are recognized
     ratably over the terms of the maintenance agreements.

                                       32
<PAGE>

     Cash and Cash Equivalents

              The Company considers all highly liquid investments purchased with
     an original maturity of three months or less to be cash equivalents.

     Investments Available for Sale

              Pursuant to Statement of Financial Accounting Standards (SFAS) No.
     115, "Accounting for Certain Investments in Debt and Equity Securities,"
     the Company determines the appropriate classification of debt and equity
     securities at the time of purchase and re-evaluates such designation as of
     each balance sheet date. As of December 31, 1999 and 1998, all short-term
     investments have been classified as available-for-sale. Available-for-sale
     securities are carried at fair value, based on quoted market prices, with
     unrealized gains and losses, net of tax, reported as a separate component
     of stockholders' equity. As of December 31, 1999 and 1998, unrealized
     losses and gains were not material to the financial statements. Realized
     gains and losses, computed using specific identification, and declines in
     value determined to be permanent are recognized in the consolidated
     statements of income.

     Property and Equipment

              Property and equipment are recorded at cost. Property and
     equipment capitalized under capital leases are recorded at the present
     value of the minimum lease payments due over the lease term. Depreciation
     and amortization are provided using the straight-line method over the
     estimated useful lives of the related assets or the lease term, whichever
     is shorter. Gains and losses on disposal are recognized in the year of the
     disposition. Expenditures for repairs and maintenance are charged to
     expense as incurred and significant renewals and betterments are
     capitalized.

     Capitalized Software Development Costs

              The Company capitalizes software development costs in accordance
     with SFAS No. 86, "Accounting for the Costs of Computer Software to be
     Sold, Leased or Otherwise Marketed." The Company capitalizes software
     development costs subsequent to the establishment of technological
     feasibility through the products availability for general release. Costs
     incurred prior to the establishment of technological feasibility are
     charged to product development expense. Development costs associated with
     product enhancements that extend the original product's life or
     significantly improve the original product's marketability are also
     capitalized once technological feasibility has been established. Software
     development costs are amortized on a product-by-product basis over the
     greater of the ratio of current revenues to total anticipated revenues or
     on a straight-line basis over the estimated useful lives of the products
     (three to four years), beginning with the initial release to customers. The
     Company continually evaluates whether events or circumstances have occurred
     that indicate that the remaining useful life of the capitalized software
     development costs should be revised or that the remaining balance of such
     assets may not be recoverable. The Company evaluates the recoverability of
     capitalized software based on the estimated future revenues of each
     product. During 1999 and 1997, the Company wrote-off capitalized software
     development costs for products that were no longer marketed by the Company
     (See Note 4). As of December 31, 1999, management believes that no
     revisions to the remaining useful lives or write-downs of capitalized
     software development costs are required.

                                       33
<PAGE>

     Goodwill

              In February 1995, the Company acquired all of the issued and
     outstanding shares of Astea Service and Distribution System BV ("Astea BV")
     for $1,760,000. The excess of the purchase price over the fair value of the
     net assets acquired of $2,628,000 was recorded as goodwill and was being
     amortized on a straight-line basis over 10 years. In 1997, the Company
     wrote-off the remaining value of goodwill related to Astea BV, which was
     $2,058,000 (goodwill of $2,628,000 and related accumulated amortization of
     $570,000) (See Note 4).

     Major Customers

              In 1999, the Company had two customers that accounted for 18% and
     16% of revenues, respectively. In 1998, the same two customers, accounted
     for 15% and 11% of total revenues, respectively. In 1997, the Company had
     one customer which accounted for 17% of total revenues. The Company does
     not expect to receive significant revenue from these customers in the
     future because they purchased source code in 1999.

     Concentration of Credit Risk

              Financial instruments that potentially subject the Company to
     concentration of credit risk consist principally of investments available
     for sale and trade receivables. The Company does not require collateral
     from its customers.

     Supplemental Cash Flow Information

              For the years ended December 31, 1999, 1998 and 1997, the Company
     paid interest of $43,000, $258,000 and $424,000, respectively (of which
     $242,000 was paid in 1997 to the majority stockholder and his wife (See
     Note 16)); federal income taxes of zero, $425,000 and zero, respectively;
     and state income taxes of zero, $70,000 and zero, respectively. In 1999 and
     1997, the Company received refunds of federal income taxes of $161,000 and
     $1,516,000, respectively. In 1999, the Company received a refund of state
     income taxes of $70,000.

     Income Taxes

              The Company accounts for income taxes in accordance with SFAS No.
     109, "Accounting for Income Taxes," the objective of which is to recognize
     the amount of current and deferred income taxes payable or refundable at
     the date of the financial statements as a result of all events that have
     been recognized in the financial statements as measured by enacted tax
     laws.

     Currency Translation

              The accounts of the international subsidiaries and branch
     operations are translated in accordance with SFAS No. 52, "Foreign Currency
     Translation," which requires that assets and liabilities of international
     operations be translated using the exchange rate in effect at the balance
     sheet date. The results of operations are translated at average exchange
     rates during the year. The effects of exchange rate fluctuations in
     translating assets and liabilities of international operations into U.S.
     dollars are accumulated and reflected as a cumulative currency translation
     adjustment in the accompanying consolidated statements of stockholders'
     equity. Transaction gains and losses are included in net loss. There are no
     material transaction gains or losses in the accompanying consolidated
     financial statements for the periods presented.

                                       34
<PAGE>

     Earnings (Loss) Per Share

              The Company presents earnings per share in accordance with SFAS
No. 128, "Earnings per Share." Pursuant to SFAS No. 128, dual presentation of
basic and diluted earnings per share ("EPS") is required for companies with
complex capital structures on the face of the statements of income. Basic EPS is
computed by dividing net income by the weighted-average number of common shares
outstanding for the period. Diluted EPS reflects the potential dilution from the
exercise or conversion of securities into common stock. Options to purchase
1,879,000, 2,025,000, and 1,980,000 shares of common stock with an average
exercise prices per share of $2.33, $2.16, and $2.62 were outstanding as of
December 31, 1999, 1998 and 1997, respectively, but were excluded from the
diluted loss per common share calculation as the inclusion of these options
would have an antidilutive effect.

Comprehensive Income (Loss)

              In 1998, the Company adopted SFAS No. 130 "Reporting Comprehensive
Income." SFAS No. 130 establishes standards for reporting and presentati of
comprehensive income (loss) and its components (revenues, expenses, gains and
losses) in a full set of general-purpose financial statements. This statement
also requires that all components of comprehensive income (loss) are displayed
with the same prominence as other financial statements. Comprehensive income
(loss) consists of net income (loss) and foreign currency translation
adjustments. The adoption of SFAS No. 130 had no impact on total stockholders'
equity and is presented on the accompanying Consolidated Statements of
Stockholders' Equity. Prior year financial statements have been reclassified to
conform with the provisions established in SFAS No. 130.

Staff Accounting Bulletin No. 101 "Revenue Recognition"

              In December 1999, the Securities and Exchange Comm staff issued
Staff Accounting Bulletin No. 101 Revenue Recognition" (SAB 101). SAB 101
summarizes the staff's views in applying general accepted accounting principles
to revenue recognition. Management believes that the Company's current revenue
recognition policy conforms to the guidance in SAB 101.

                                       35
<PAGE>

              3.      Discontinued Operations

     Bendata

         On February 27, 1996, the Company completed a merger with Bendata, Inc.
     and Bendata UK Limited LLC, (collectively "Bendata"). Bendata develops
     markets and supports the HEAT family of software applications for the
     internal help desk automation market. On September 4, 1998, the Company
     completed the sale of the capital stock of Bendata, which was accounted for
     as if it were effective on July 1, 1998. Effective on October 1, 1998, the
     Company's Australian branch ceased marketing and supporting HEAT and
     transferred existing HEAT customers to the buyer of Bendata. In
     consideration for the sale of Bendata, Astea received $35,000,000 in cash
     and a promissory note in the principal amount of $8,303,000 which was paid
     in September, 1999. During the year ended December 31, 1998, the Company
     recorded a gain of $34,267,000, net of taxes of $4,138,000.

     Abalon

              On June 28, 1996, the Company acquired all of the outstanding
     shares of Bebalon AB, the sole shareholder of E.L.G. Data AB, which was the
     sole shareholder of Astea International AB, formerly Abalon AB
     (collectively "Abalon") in a transaction accounted for under the purchase
     method of accounting. On December 31, 1998, Astea completed the sale of all
     of the capital stock of Abalon. In consideration for the sale of Abalon,
     the Company received $9,500,000 in cash, of which $1,100,000 was deposited
     in escrow. In August 1999, the Company received $928,000 from escrow.
     During the year ended December 31, 1998, the Company recorded a gain of
     $9,072,000, including a tax benefit of $1,201,000.

              Bendata and Abalon are being accounted for as discontinued
     operations. The accompanying Consolidated Financial Statements reflect the
     operating results and balance sheet items of the discontinued operations,
     as well as the related transaction gains, separately from continuing
     operations.

                                       36
<PAGE>

         Income (loss) from discontinued operations in the accompanying
consolidated statements of income is as follows:

<TABLE>
<CAPTION>
         Years Ended December 31,                                  1998           1997
<S>                                                          <C>               <C>
         Revenues:

             Bendata                                         $   11,880,000    $20,935,000

             Abalon                                               6,215,000      7,838,000
                                                             -----------------------------
             Total                                           $   18,095,000    $28,773,000
                                                             =============================

         Income (loss) before income taxes:

             Bendata                                         $    1,293,000    $ 2,078,000
             Abalon                                              (2,844,000)      (447,000)
                                                             -----------------------------
             Total                                               (1,551,000)     1,631,000

         Income taxes:

             Bendata                                                146,000        877,000
             Abalon                                                       -         12,000
                                                             -----------------------------
             Total                                                  146,000        889,000

         Net income (loss):

             Bendata                                              1,147,000      1,201,000

             Abalon                                              (2,844,000)      (459,000)
                                                             -----------------------------
             Total                                           $   (1,697,000)   $   742,000
                                                             =============================
</TABLE>

                                       37
<PAGE>

     4.       Restructuring and Other Charges

              During the fourth quarter of 1999, the Company recorded a
     restructuring charge of $1,630,000. These charges are the result of he
     wind-down of the Company's DISPATCH-1 product line. This wind-down has
     resulted in the reduction of DISPATCH-1 development and billable service
     activities. The charge includes severance payments, the write-off of
     capitalized software for certain DISPATCH-1 modules which will no longer be
     sold and reserves for contractual obligations to DISPATCH-1 customers.
     Through December 1999, these charges totaled $484,000, including $27,000 of
     severance payments and a $457,000 write-off of certain DISPATCH-1
     capitalized software development costs.

              As of December 31, 1999, the balance of the accrued restructuring
     charge of $1,146,000 is required for severance commitments and contractual
     obligations to DISPATCH-1 customers payable through September 2000 (See
     Note 10).

              During the first quarter of 1997, the Company recorded a
     restructuring charge of $5,328,000 for actions aimed at reducing costs and
     consolidating its development activities primarily in its service
     automation product line. Since the restructuring was announced, the Company
     aggressively continued to close and consolidate excess capacity. Through
     December 1999, these charges totaled $4,528,000, including severance of
     $1,240,000, office-closing costs and unutilized lease expense of $2,550,000
     and other consolidation costs of $738,000. During the second quarter of
     1998, the Company evaluated its restructuring accrual based upon then
     current facts and determined that $800,000 was not needed and, accordingly,
     the accrual was adjusted. This excess related to lower than expected
     office-closing costs.

              During the fourth quarter of 1999, the Company accrued a one-time
     consulting fee of $304,000 (See Note 16).

              As a result of the restructuring, during the first quarter of
     1997, the Company recorded a goodwill impairment charge of $2,058,000,
     which is included in general and administrative expense. This charge
     related to the 1995 acquisition of Astea BV, which experienced a
     deterioration in its operations. In 1997, as a result of the restructuring
     of its operation, the Company closed certain locations, which were part of
     Astea BV.

              Included in cost of software license fees in the first quarter of
     1997 is a write-off of $453,000 of capitalized software development costs
     related to the Company's PowerHelp product, and to older versions of
     DISPATCH-1 modules which are no longer marketed by the Company.

     5.       Cash and Cash Equivalents

<TABLE>
<CAPTION>
              December 31,                                            1999                1998
              --------------------------------------------------------------------------------------
              <S>                                               <C>                  <C>
              Cash and money market accounts                          $4,253,000      $ 11,089,000
              Commercial Paper                                         1,905,000         3,202,000
                                                                ------------------------------------
                                                                      $6,158,000      $ 14,291,000
                                                                ====================================
</TABLE>

     6.       Investments Available for Sale

<TABLE>
<CAPTION>
              December 31,                                           1999                1998
              --------------------------------------------------------------------------------------
              <S>                                               <C>                   <C>
              U.S. Government Agencies Securities                   $  9,343,000      $ 10,010,000
              Corporate and Municipal Bonds                           28,564,000        12,593,000
                                                                ------------------------------------
                                                                    $ 37,907,000      $ 22,603,000
                                                                ====================================
</TABLE>

                                       38
<PAGE>

              All investments available for sale have maturities of less than
     twelve months from the respective balance sheet date. Losses on sales of
     securities for the years ended December 31, 1999 and 1998 were zero, and in
     1997 a loss of $24,000 was recorded, and has been included in interest
     expense in the accompanying consolidated statements of income.

     7.       Receivables

<TABLE>
<CAPTION>
              December 31,                                      1999              1998
              -------------------------------------------------------------------------------
              <S>                                         <C>                     <C>
              Billed receivables                               $ 6,982,000        $7,876,000
              Unbilled receivables                               1,747,000           743,000
              Royalties receivable                                 558,000           728,000
                                                          -----------------------------------
                                                               $ 9,287,000        $9,347,000
                                                          ===================================
</TABLE>

              Billed receivables represent billings for the Company's products
     and services to end users, while royalties' receivable represents billings
     to the Company's value added resellers. Receivables and value added
     resellers are shown net of reserves for estimated uncollectible amounts.
     Unbilled receivables represent contractual amounts due within one year
     under software licenses, which are not yet billable.

     8.       Property and Equipment

<TABLE>
<CAPTION>
                                                          Useful Life/              December 31,
                                                          LeaseTerm             1999             1998
                                                          ---------             ----             ----
             <S>                                          <C>               <C>               <C>
             Computers and related equipment                   3            $ 4,664,000       $  4,325,000
             Furniture and fixtures                           10                268,000            140,000
             Equipment under capital leases                    3                865,000            865,000
             Leasehold improvements                           15                114,000            114,000
             Office equipment                                 3-7               484,000            429,000
             Other                                             5                      -             23,000
                                                                            ------------------------------
                                                                              6,395,000          5,896,000
             Less:  Accumulated depreciation
                and amortization                                             (5,373,000)        (4,427,000)
                                                                            ------------------------------
                                                                            $ 1,022,000       $  1,469,000
                                                                            ==============================
</TABLE>

              Depreciation expense for the years ended December 31, 1999, 1998
     and 1997 was $946,000, $1,280,000 and $1,574,000, respectively.

              Equipment under capital leases includes telephone systems,
     computers and related equipment. Title to the property is owned by the
     financing companies. The gross book value of equipment securing these
     leases is $865,000 as of December 31, 1999 and 1998. Accumulated
     amortization on assets under capital leases as of December 31, 1999 and
     1998 was $857,000 and $637,000, respectively.

                                       39
<PAGE>

     9.       Capitalized Software Development Costs

<TABLE>
<CAPTION>
              December 31,                                               1999                1998
              -------------------------------------------------------------------------------------------
              <S>                                                 <C>                      <C>
              Capitalized software development costs                  $     2,458,000      $    5,441,000
              Less:  Accumulated amortization                                (686,000)         (2,504,000)
                                                                  ---------------------------------------
                                                                      $     1,772,000      $    2,937,000
                                                                  =======================================
</TABLE>

              The Company capitalized software development costs for the years
     ended December 31, 1999, 1998, and 1997 of $800,000, $1,233,000, and
     $950,000, respectively. Included in 1998 capitalized software development
     costs is $433,000 of third party software received in exchange for the
     Company's software products. Amortization of software development costs for
     the years ended December 31, 1999, 1998 and 1997 was $1,508,000,
     $1,108,000, and $577,000, respectively. The Company wrote-off capitalized
     software development costs of $3,783,000 in 1999 and $723,000 in 1997 and
     related accumulated amortization of $3,326,000 in 1999 and $270,000 in 1997
     (See Note 4).

     10.      Accounts Payable and Accrued Expenses

<TABLE>
<CAPTION>
             December 31,                                                    1999                  1998
             ---------------------------------------------------------------------------------------------
             <S>                                                         <C>                   <C>
             Accounts payable                                            $ 2,693,000          $ 4,234,000
             Accrued compensation and related benefits                     2,102,000            2,037,000
             Accrued disposal costs                                          149,000            1,030,000
             Accrued restructuring (See Note 4)                            1,146,000              152,000
             Other accrued liabilities                                     1,617,000            1,220,000
                                                                  ----------------------------------------
                                                                         $ 7,707,000          $ 8,673,000
                                                                  ========================================
</TABLE>

     11.     Debt

<TABLE>
<CAPTION>
             December 31,                                                      1999                  1998
             ---------------------------------------------------------------------------------------------
             <S>                                                     <C>                    <C>
             Capitalized lease obligations (See Note  13)                   $ 459,000           $  652,000
             Note payable to stockholder (See Note 13)                              -              703,000
                                                                     -------------------------------------
                                                                              459,000            1,355,000
             Less:  Current portion                                          (410,000)            (887,000)
                                                                     -------------------------------------
                                                                             $ 49,000           $  468,000
                                                                     =====================================
</TABLE>

              The $703,000 note payable to stockholder was repaid in January
     1999.

              During 1999, the Company obtained a line of credit with a maximum
     borrowing ability of $5,000,000. The line of credit bears interest at the
     lending bank's prime rate (8.5% at December 31, 1999). Borrowings under the
     line are secured by the Company's assets. The line expires on September 29,
     2000. During 1999, the line of credit was not used. As of December 31, 1999
     the Company was not in compliance with certain debt covenants and has
     received a waiver.

              See Note 13 for maturity of capital lease obligations.

                                       40
<PAGE>

12.  Income Taxes

               The provision (benefit) for income taxes is as follows:

<TABLE>
<CAPTION>
      Years ended December 31,                            1999                1998                1997
      --------------------------------------------------------------------------------------------------------
      <S>                                             <C>                 <C>                  <C>
      Current:
          Federal                                     $ (226,000)         $ 6,291,000          $ (2,834,000)
          State                                                -              389,000                     -
          Foreign                                              -                    -            (2,540,000)
                                                      -----------------------------------------------------
                                                        (226,000)           6,680,000            (5,374,000)
      Deferred:
          Federal                                       (459,000)             855,000             1,132,000
          State                                                -                    -                     -
          Foreign                                              -                    -                     -
                                                      -----------------------------------------------------
                                                        (459,000)             855,000             1,132,000
                                                      -----------------------------------------------------
                                                        (685,000)           7,535,000            (4,242,000)
          Increase/(decrease) in
             valuation allowance                         685,000           (5,255,000)            4,254,000
                                                      -----------------------------------------------------
                                                      $        -          $ 2,280,000          $     12,000
                                                      =====================================================

      Continuing Operations                           $        -          $  (803,000)         $   (877,000)

      Discontinued Operations:
          Income from discontinued operations         $        -                                    899,000
          Gain on sale of discontinued
             operations                                        -            2,937,000                     -
                                                      -----------------------------------------------------
                                                      $        -          $ 2,280,000          $     12,000
                                                      =====================================================
</TABLE>

                                       41
<PAGE>

              The approximate income tax effect of each type of temporary
difference is as follows:

<TABLE>
<CAPTION>
              December 31,                                                      1999                1998
              ---------------------------------------------------------------------------------------------
              <S>                                                           <C>                 <C>
              Deferred income tax assets:
                  Revenue recognition                                       $   352,000         $   790,000
                  Accruals and reserves not
                    currently deductible for tax                              1,329,000             672,000
                  Benefit of operating loss carryforward                        320,000             129,000
                  Deferred compensation                                          59,000              62,000
                  Depreciation methods                                          131,000             120,000
                  Alternative minimum tax                                       370,000             295,000
                  Variable option                                               144,000                   -
                                                                            -------------------------------
                                                                              2,705,000           2,068,000
              Deferred income tax liabilities:
                  Capitalized software development costs                       (656,000)           (940,000)
                                                                            -------------------------------
                                                                               (656,000)           (940,000)
                  Valuation reserve                                          (1,491,000)           (129,000)
                                                                            -------------------------------
                  Net deferred income tax asset (liability)                 $   558,000         $   999,000
                                                                            ===============================
</TABLE>

              In 1999 and 998, the Company recorded a valuation allowance
     against its net deferred asset balance. This valuation allowance was
     determined by management based on its current assessment of what portion of
     the asset is more likely than not to be realized. The amount of the
     deferred tax considered realizable as of December 31, 1999, however, could
     be adjusted as estimates of future taxable income change.

                                       42
<PAGE>

              The reconciliation of the statutory federal income tax rate to the
     Company's effective income tax rate is as follows:

<TABLE>
<CAPTION>
              Years ended December 31,                               1999              1998           1997
              ----------------------------------------------------------------------------------------------
              <S>                                                   <C>               <C>            <C>
              Federal statutory tax rate                            (34.0)%           (34.0)%        (34.0)%
              Adjustment of valuation reserve                        19.4              22.0           22.2
              Net operating losses from foreign
                subsidiaries not benefited                           15.2               1.2            7.6
              State income taxes, net of federal tax
                benefit                                                 -              (1.7)             -
              Nondeductible expenses                                 (0.3)              8.1            0.4
              Other                                                  (0.3)             (5.3)          (0.6)
                                                                   -----------------------------------------
              Effective income tax rate                                 - %            (9.7)%         (4.4)%
                                                                   =========================================
</TABLE>

              As of December 31, 1999, the Company had a net operating loss
     carryforward for United States federal income tax purposes of approximately
     $8,000,000. Included in the aggregate net operating loss carryforward is
     $7,055,000 of tax deductions related to equity transactions, the benefit of
     which will be credited to stockholders' equity, if and when realized after
     the other tax deductions in the carryforwards have been realized. The net
     operating loss carryforward began to expire in 2000.

     13.      Commitments and Contingencies

              The Company leases facilities and equipment under noncancelable
     operating leases and equipment under noncancelable capital leases. Interest
     rates on the capital leases range from 9.0% to 9.2%.

              Rent expense under all operating leases for the years ended
     December 31, 1999, 1998 and 1997 was $1,946,000, $1,892,000, and
     $1,800,000, respectively.

              Future minimum lease payments under the Company's leases as of
     December 31, 1999 are as follows:

<TABLE>
<CAPTION>
                                                            Operating Leases          Capital Leases
                                                            ----------------          --------------
              <S>                                           <C>                       <C>
              2000                                             $ 1,894,000             $ 488,000
              2001                                               1,686,000                27,000
              2002                                               1,216,000                     -
              2003                                                 309,000                     -
              2004                                                 277,000
              Thereafter                                                 -
                                                            ---------------------------------------
              Total minimum lease payments                     $ 5,381,000             $ 515,000
                                                            =======================================

              Less:  Amount representing interest                                        (56,000)
                                                                                    ---------------
              Present value of future minimum lease
                 payments                                                                459,000
              Less:  Current portion                                                    (410,000)
                                                                                    ---------------
                                                                                       $  49,000
                                                                                    ===============
</TABLE>

                                       43
<PAGE>

              In September 1997, the Company settled a dispute with a customer
     regarding the implementation of the Company's software products. In
     conjunction with the settlement, the Company issued 81,000 shares of common
     stock, paid $300,000 in October 1997 and entered into a non-interest
     bearing promissory note for $337,000 which was paid in April 1998.

              In connection with the 1997 settlement of a dispute and to avoid
     potential litigation with a stockholder, the Company entered into an
     agreement with a stockholder which provided, among other items, a
     $1,000,000 non-interest bearing promissory note payable in twenty equal
     quarterly installments through June 30, 2002 (present value of $825,000), a
     non-qualified stock option grant to purchase 90,000 shares of the Company's
     common stock with a fair value of $157,000 and a $300,000 cash payment made
     on October 1, 1997. The Company did not make the December 31, 1998 payment
     on time and the entire remaining balance of the note became due. The
     Company paid approximately $703,000 in January 1999 to satisfy the note
     payable.

              The Company is from time to time involved in certain legal actions
     and customer disputes arising in the ordinary course of business. In the
     Company's opinion, the outcome of such actions will not have a material
     adverse effect on the Company's financial position or results of
     operations.

     14.      Profit Sharing Plan/Savings Plan

              The Company maintains a voluntary profit sharing plan, including a
     Section 401(k) feature, covering all qualified and eligible employees.
     Company contributions to the profit sharing plan are determined at the
     discretion of the Board of Directors. Effective July 1, 1998, the Company
     began matching 25% of eligible employees' contributions to the 401(k) plan
     up to a maximum of 1.5% of each employee's compensation. The Company
     expensed approximately $127,000 and $51,000 for the year ended December 31,
     1999 and 1998, respectively.

     15.      Equity Plans

     Stock Option Plans

              The Company has Stock Option Plans (the "Plans") under which
     incentive and non-qualified stock options may be granted to its employees,
     officers, directors and others. Generally, incentive stock options are
     granted at fair value, become exercisable over a four-year period, and are
     subject to the employee's continued employment. Non-qualified options are
     granted at exercise prices determined by the Board of Directors and vest
     over varying periods. A summary of the status of the Company's stock
     options as of December 31, 1999, 1998 and 1997 and changes during the years
     then ended is as follows:

                                       44
<PAGE>

<TABLE>
<CAPTION>
                                                                                                     OPTIONS
                                                              OPTIONS OUTSTANDING                  EXERCISABLE
                                                          --------------------------------------------------------------
                                           Shares                            Wtd. Avg.                       Wtd. Avg.
                                          Available                          Exercise                        Exercise
                                          for Grant         Shares             Price            Shares         Price
    <S>                                   <C>             <C>                 <C>               <C>          <C>
    Balance, January 1, 1997                188,000        1,859,000             4.93           590,000        $2.79
       Authorized                           500,000                -                -
       Granted at market                 (1,539,000)       1,539,000             2.68
       Granted outside Plan at market             -          721,000             3.35
       Cancelled                          1,556,000      (1,556,000)             5.28
       Cancelled outside Plan                     -        (433,000)             5.12
       Exercised                                  -        (150,000)             0.65
                                          ------------------------------------------------------------------------------
    Balance, December 31, 1997              705,000        1,980,000             2.62           774,000        $2.25
       Authorized                           500,000                -                -
       Granted at market                 (1,887,000)       1,887,000             1.93
       Granted at below market            (300,000)          300,000             1.88
       Granted outside Plan at market             -          261,000             1.69
       Cancelled                          1,798,000      (1,798,000)             2.37
       Cancelled outside Plan                     -        (453,000)             2.39
       Exercised                                  -        (152,000)              .62
                                          -----------------------------------------------------------------------------
    Balance, December 31, 1998              816,000        2,025,000             2.16           991,000        $2.29
       Authorized
       Granted at below market             (572,000)         572,000             3.24
       Granted at market                   (413,000)         413,000             2.48
       Granted outside Plan at market             -            9,000                -
       Cancelled                            563,000         (563,000)            2.50
       Cancelled outside Plan                     -           (9,000)            1.69
       Exercised                                  -         (569,000)            1.73
                                          ------------------------------------------------------------------------------
    Balance, December 31, 1999              394,000        1,878,000             2.33           702,000         2.08
                                          ==============================================================================
</TABLE>

              The following table summarizes information about stock options
     outstanding at December 31, 1999:

<TABLE>
<CAPTION>
                                              OPTIONS OUTSTANDING                           OPTIONS EXERCISABLE
                                 ----------------------------------------------------    --------------------------------
                                                    Weighted
                                                     Average             Weighted                           Weighted
              Range of              Number          Remaining             Average             Number        Average
           Exercise Prices       Outstanding   Contractual Life        Exercise Price       Exercisable   Exercise Price
           ---------------       -----------   ----------------        --------------       -----------   --------------
         <S>                     <C>           <C>                     <C>                  <C>           <C>
         $ 0.21   -   $ 1.41          137,000        3.46                  $0.28               135,000        $0.26
           1.69   -     1.69          666,000        7.58                   1.69               406,000         1.69
           1.72   -     2.41          213,000       11.37                   2.26                30,000         1.72
           2.50   -    15.00          862,000        9.29                   3.17               131,000         5.28
                                    ---------                                                  -------
           0.21   -    15.00        1,878,000        8.49                   2.33               702,000         2.08
                                    =========                                                  =======
</TABLE>

              In July 1996, the Company repriced all outstanding non-officer
     employee options to $7.75, the fair market value on the new grant date. In
     October 1996, the Company repriced certain outstanding officer options to
     the current fair market value of $5.50. In April 1997, the Company repriced
     all outstanding employee options to $2.52, the fair market value on the new
     grant date. In September 1998, the Company repriced all outstanding
     employee options to $1.69, the fair market value on the new grant date.
     Options granted to directors under the 1995 Director Plan were not
     repriced. This third repricing of these cause intrinsic value to be
     remeasured at the end of each reporting period. The resultant change in
     each period will be a charge or reduction in expense for that period. The
     ultimate value of the option will be determined upon exercise of the option
     or other settlement of the option. As of December 31, 1999, the Company has
     recorded a cumulative charge to expense of $387,000.

                                       45
<PAGE>

          The Company accounts for options and the employee stock purchase plan
     under Accounting Principles Board (APB) Opinion No. 25, "Accounting for
     Stock Issued to Employees," under which deferred compensation expense has
     been recorded for options granted with exercise prices below fair value.
     The deferred compensation is charged to expense ratably over the vesting
     period. Had compensation cost for the Company's stock options and employee
     stock purchase plan been determined consistent with SFAS No. 123,
     "Accounting for Stock-Based Compensation," the Company's net income (loss)
     and basic and diluted earnings (loss) per share would have been:

<TABLE>
<CAPTION>
                                                           1999                 1998               1997
                                                    ------------------------------------------------------
     <S>                                            <C>                  <C>                 <C>
     Net income (loss) - as reported                $  (3,576,000)       $ 34,151,000        $(18,494,000)
     Net income (loss) - pro forma                  $  (4,000,000)       $ 32,151,000        $(22,103,000)

     Basic and diluted earnings (loss)
         per share - as reported                    $       (0.26)       $       2.53        $      (1.40)

     Basic and diluted earnings (loss)
         per share - pro forma                      $       (0.29)       $       2.39        $      (1.67)
</TABLE>

          The resulting effect on pro forma net income (loss) and net income
     (loss) per share disclosed for 1999, 1998 and 1997 is not likely to be
     representative of the effects on net income (loss) and net income (loss)
     per share on a pro forma basis in future years, because 1999, 1998 and 1997
     pro forma results include the impact of only three, two and one years,
     respectively, of grants and related vesting, while subsequent years will
     include additional years of grants and vesting.

          The weighted average fair value of those options granted during the
     years ended December 31, 1999, 1998 and 1997 was estimated as $1.87, $1.16,
     and $1.84, respectively. The fair value of each option grant is estimated
     on the date of grant using the Black-Scholes option-pricing model with the
     following weighted average assumptions: risk-free interest rate of 5.72%,
     5.05% and 6.60% for 1999, 1998 and 1997 grants, respectively; an expected
     life of six years; volatility of 85%; and a dividend yield of zero for
     1999, 1998 and 1997 grants.

          The weighted average fair value of the employee purchase rights
     granted in 1999, 1998 and 1997 was $0.78, $0.76 and $1.51, respectively.
     The fair value of the purchase rights was estimated using the Black-Scholes
     model with the following weighted average assumptions: risk-free interest
     rate of 4.58%, 5.09% and 6.10% for 1999, 1998 and 1997, respectively; an
     expected life of six months; volatility of 85%; and a dividend yield of
     zero for 1999, 1998 and 1997.

     Employee Stock Purchase Plan

          In May 1995, the Company adopted an employee stock purchase plan (the
     "ESPP") which allows full-time employees with one year of service the
     opportunity to purchase shares of the Company's common stock through
     payroll deductions at the end of bi-annual purchase periods. The purchase
     price is the lower of 85% of the average market price on the first or last
     day of the purchase periods. An employee may purchase up to a maximum of
     500 shares or 10% of the employee's base salary, whichever is less,
     provided that the employee's ownership of the Company's stock is less than
     5% as defined in the ESPP. Pursuant to the ESPP, 250,000 shares of common
     stock were reserved for issuance. During 1999, 1998 and 1997, shares
     purchased were 20,216, 20,819 and 24,357, respectively. At December 31,
     1999, there were 184,608 shares available for future purchases.

                                       46
<PAGE>

     16.      Related Party Transactions

              The Company had leased certain of its office facilities from its
     majority stockholder and his wife under a noncancelable capital lease which
     had an original expiration date of 2009 and required annual lease payments
     of $399,000. Payments of $283,000 for the year ended December 31, 1997 was
     made by the Company under this lease. On September 17, 1997, the Company
     entered into a lease termination agreement with the majority stockholder
     and his wife, whereby the Company agreed to pay $583,000. During 1997, the
     Company paid $272,000 of this amount, with the remainder of $311,000 paid
     in February 1998. In conjunction with the lease termination, the Company
     wrote-off the building under capital lease, net of accumulated amortization
     and the capital lease obligation and recorded a net charge of $36,000 to
     the restructuring accrual. In management's opinion, the terms of this
     related party lease and the related lease termination were at least as
     favorable to the Company as could have been obtained from an unaffiliated
     third party.

              In 1999, 1998, and 1997, the Company paid premiums on behalf of
     the majority stockholder and his wife of $75,000, $70,000, and $52,000,
     respectively, under split dollar life insurance policies.

              On December 31, 1999, the Company's majority stockholder and
     Chairman (the "stockholder") ceased active employment with the Company. He
     was engaged as a consultant for the period from January 1, 2000 until
     December 31, 2000. Under the terms of the consulting agreement, the
     stockholder will receive annual compensation of $354,000, split dollar life
     insurance benefits and indemnification for tax liabilities during the
     Company's S-corporation status. The Company charged to expense $304,000
     deemed to be severance during the fourth quarter of 1999. Prior to August
     1995, the Company had elected to be taxed under subchapter S of the
     Internal Revenue Code. As a result, the Company was not subject to federal
     income taxes, and the taxable income of the Company was included in the
     sole stockholder's tax return.

              The stockholder will continue as Chairman of the Company and will
     be compensated as a non-employee director in 2000.

                                       47
<PAGE>

     17.      Geographic Segment Data

              The Company operates in one business segment. The following table
     presents information about the Company's operations by geographic area:

<TABLE>
<CAPTION>
    Year ended December 31,                                    1999                  1998                  1997
    --------------------------------------------------------------------------------------------------------------
    <S>                                                 <S>                 <C>                   <C>
    Revenues:
         Software license fees
              United States
                    Domestic                            $   7,831,000       $      2,963,000      $      6,431,000
                    Export                                    982,000                161,000               410,000
                                                        ----------------------------------------------------------
                         Total United States
                             software license fees          8,813,000              3,124,000             6,841,000

              Europe                                        1,334,000              2,382,000             1,492,000
              Other foreign                                 1,165,000                316,000               880,000
                                                        ----------------------------------------------------------
                         Total foreign software
                             license fees                   2,499,000              2,698,000             2,372,000
                                                        ----------------------------------------------------------
                         Total software license fees       11,312,000              5,822,000             9,213,000
                                                        ----------------------------------------------------------

    Services and maintenance
              United States
                    Domestic                              13,968,000             15,153,000             14,869,000
                    Export                                 1,447,000              1,347,000              1,344,000
                                                        ----------------------------------------------------------
                          Total United States
                              service and
                              maintenance revenue         15,415,000             16,500,000             16,213,000
                                                        ----------------------------------------------------------

              Europe                                       5,008,000              5,042,000              5,079,000
              Other foreign                                1,300,000              1,577,000              1,656,000
                                                        ----------------------------------------------------------
                          Total service and
                              maintenance revenue         21,723,000             23,119,000             22,948,000

                                                        ----------------------------------------------------------
                              Total revenue             $ 33,035,000        $    28,941,000       $     32,161,000
                                                        ==========================================================

    Income (loss) from continuing operations
          before interest and taxes
              United States                             $ (5,094,000)       $    (7,856,000)      $    (14,947,000)
              Europe                                        (868,000)              (339,000)            (4,214,000)
              Other foreign                                  223,000               (595,000)              (956,000)
                                                        ----------------------------------------------------------
                    Total income (loss) from
                       continuing operations
                       before interest and taxes        $ (5,739,000)       $    (8,790,000)      $    (20,117,000)
                                                        ==========================================================

    Identifiable assets
              United States                             $ 112,773,000       $   114,862,000       $     76,952,000
              Europe                                        3,161,000             4,012,000              2,012,000
              Other foreign                                 1,720,000             1,817,000              1,521,000
              Discontinued operations                                                                    6,343,000
              Eliminations                                (59,020,000)          (57,078,000)           (56,303,000)
                                                        ----------------------------------------------------------
                    Total assets                        $  58,634,000       $    63,613,000       $     30,525,000
                                                        ==========================================================
</TABLE>

                                       48
<PAGE>


Item 9.        Changes in and Disagreements with Accountants on Accounting and
               Financial Disclosure

         None.

                                   PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

  The Directors and the executive officers of the Company, their ages, business
experience and the positions currently held by each such person with the Company
are listed below.

  Zack B. Bergreen, 55, founded the Company in November 1979.  From November
1979 to January 1998, he served as President, Treasurer and Director of the
Company and in April 1995 was elected Chief Executive Officer and Chairman of
the Board of Directors.  From January 1998 through August 1999 Mr. Bergreen
served as Chairman of the Board and Chief Executive Officer. Mr. Bergreen has
served as Chairman of the Board since August 1999, when Mr. Rusch was elected
President and Chief Executive Officer.  Mr. Bergreen holds Bachelor of Science
and Master of Science degrees in Electrical Engineering from the University of
Maryland.

  Bernard M. Goldsmith, 56, joined the Company's Board of Directors in April
1999 and is a member of the Audit Committee.  He currently serves as Managing
Director of Updata Capital, Inc.  He is also Manager of Fallen Angel Capital,
LLC, which is the general partner of Fallen Angel Equity Fund, L.P., which
currently beneficially owns more than 5% of the shares of Common Stock of the
Company.  Mr. Goldsmith additionally serves on the boards of directors of
Compuware Corporation, Dendrite International, Inc. and several private
companies.  Mr. Goldsmith has a B.A. in business administration from Rutgers
University.

  Henry H. Greer, 62, joined the Company's Board of Directors in June 1997 and
is a member of the Audit Committee.  He currently is a self-employed consultant.
Between 1990 and his retirement in March 1999, Mr. Greer was the President and
Chief Operating Officer of SEI Investments.  Mr. Greer holds an AB in Economics
from Dartmouth College. Mr. Greer additionally serves on the boards of directors
of Omega Healthcare Investors Inc. and SEI Corp., an investment management
company.

  Bruce R. Rusch, 56, joined the Company's Board of Directors in February 1994
and was elected President and Chief Executive Officer of the Company in August
1999. From January 1995 until his resignation to join the Company as an officer,
Mr. Rusch was the President and Chief Operating Officer of Analogic Corp., a
manufacturer and vendor of medical equipment. From January 1993 to December
1994, Mr. Rusch was Corporate Group Vice President for Analogic Corp. Mr. Rusch
has served as President and Chief Executive Officer of SKY Computers, Inc., a
manufacturer and vendor of computer hardware. Mr. Rusch serves on the boards of
directors of Analogic Corp. and Beacon Financial. Mr. Rusch holds a Bachelor of
Science degree in Electrical Engineering from Bradley University and a Master of
Business Administration degree from the University of Chicago.




                                       49

<PAGE>


  Howard P. Kamins, 42, joined the Company in December 1999 and was elected Vice
President, General Counsel and Secretary in February 2000.  From April 1996
until he resigned to join the Company, Mr. Kamins served in a number of
management capacities at EA Industries, Inc. ("EAI"), most recently as Chief
Executive Officer.  Mr. Kamins currently serves on the board of directors of EAI
which is publicly traded.  EAI filed a petition for reorganization under Chapter
11 of the United States Bankruptcy Code in May 1999 at which time Mr. Kamins was
a Vice President and General Counsel of EAI. From February 1996 to April 1996,
Mr. Kamins operated a private legal practice.  From December 1992 through
February 1996, Mr. Kamins was Vice President and Assistant General Counsel of
NovaCare, Inc.  Mr. Kamins holds a B.A. degree from the State University of New
York and a JD from Stanford Law School.

  John G. Phillips, 40, joined the Company as its Controller in March 1995 and
was elected Vice President and Chief Financial Officer in May 1997 and Treasurer
in January 1998.  Before joining the Company, Mr. Phillips was the Vice
President and Chief Financial Officer of HomeCareUSA, a medical equipment
supplier, since September 1993.  Mr. Phillips previously served in a number of
management capacities at Decision Data, Inc. from July 1982 until August 1993.
Mr. Phillips holds a Bachelor of Science degree in Accounting from St. Joseph's
University.

  Section 16(a) of the Exchange Act requires the Company's Directors, executive
officers and holders of more than 10% of the Company's Common Stock
(collectively, "Reporting Persons") to file with the Commission initial reports
of ownership and reports of changes in ownership of Common Stock of the Company.
Such persons are required by regulations of the Commission to furnish the
Company with copies of all such filings.  Based on its review of the copies of
such filings received by it with respect to the fiscal year ended December 31,
1999 and written representations from certain Reporting Persons, the Company
believes that all Reporting Persons complied with all Section 16(a) filing
requirements in the fiscal year ended December 31, 1999.

ITEM 11.  EXECUTIVE COMPENSATION.

  The following table sets forth information concerning the compensation for
services in all capacities to the Company for the fiscal years ended December
31, 1999, 1998, and 1997, of the following persons (i) each person who served as
Chief Executive Officer during the year ended December 31, 1999, (ii) the only
other executive officer of the Company in office at December 31, 1999 who earned
more than $100,000 in salary and bonus in fiscal 1999 (collectively, the "Named
Executive Officers"), and (iii) two former executive officers of the Company who
were not employed by the Company on December 31, 1999, but otherwise would have
been named executive officers.

                                       50
<PAGE>

                          SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                  Long-Term
                                        Annual Compensation                     COMPENSATION
                        ---------------------------------------------------  -------------------
                                                                                 Securities
       Name and                                                                  UNDERLYING                 All Other
  PRINCIPAL POSITION     YEAR      SALARY ($)       BONUS ($)                OPTIONS (# OF SHARES)       COMPENSATION ($)
----------------------  ------  ----------------  -------------             -----------------------     ------------------

<S>                     <C>     <C>               <C>                        <C>                  <C>
Zack B. Bergreen          1999       $300,000               --                             --               $74,800(1)
Chairman of the Board     1998        300,000               --                             --               $69,600(1)
 and Former Chief         1997        300,000               --                             --                52,200(1)
 Executive Officer(1)


Bruce R. Rusch            1999       $128,390(2)            --                        500,000(2)                 --
President and Chief
 Executive Officer

John G. Phillips          1999       $147,000               --                             --
Vice President and        1998        134,375           10,000                        122,500(3)                 --
 Chief Financial          1997        111,979            5,000                         97,500(4)
 Officer


Charles D. LaMotta        1999       $143,787(5)            --                             --                    --
Former President and      1998        179,487          $75,000                        600,000(5)
 Chief Operating
 Officer(5)

R. Scott Sander           1999       $100,977(6)        35,100                             --                    --
Former Vice               1998         90,102           32,204                        200,000(6)
 President, Sales,
 North America(6)
</TABLE>
-
(1)  Includes premiums for term, split-dollar life insurance paid by the Company
     on behalf of the Named Executive Officer. Mr. Bergreen resigned from his
     position as an employee of the Company and became a consultant to the
     Company effective on January 1, 2000.
(2)  Mr. Rusch and was granted options to purchase 500,000 shares of Common
     Stock in July 1999 and was named President and Chief Executive Officer on
     August 9, 1999.
(3)  Represents an option granted in 1998 to purchase 25,000 shares of Common
     Stock, which was repriced later in 1998 (and therefore counted twice for
     purposes of this table) and other options to purchase 72,500 shares, which
     were repriced in 1998. The Commission's regulations require that repriced
     options be reported as new grants in the year of repricing.
(4)  Includes options granted in 1997 to purchase 50,000 shares of Common Stock,
     and options to purchase an aggregate of 47,500 shares of Common Stock that
     were repriced separately in 1997. The Commission's regulations require that
     repriced options be reported as new grants in the year of repricing.
(5)  Represents an option granted in 1998 to purchase 300,000 shares of Common
     Stock, which was repriced later in 1998 (and therefore counted twice for
     purposes of this table). The Commission's regulations require that repriced
     options be reported as new grants in the year of repricing. Mr. LaMotta
     resigned from the Company on July 31, 1999 and in addition to the cash
     compensation noted above received $112,500 during 1999 as severance.
(6)  Represents an option granted in 1998 to purchase 100,000 shares of Common
     Stock, which was repriced later in 1998 (and therefore counted twice for
     purposes of this table). The Commission's regulations require that repriced
     options be reported as new grants in the year of repricing. Mr. Sander
     resigned from the Company on September 30, 1999 and in addition to the cash
     compensation noted above received $35,000 during 1999 as severance.


                                       51
<PAGE>

OPTION GRANTS IN LAST FISCAL YEAR

  The following table sets forth each grant of stock options made during the
year ended December 31, 1999 to each of the Named Executive Officers:

<TABLE>
<CAPTION>
                                                  Individual Grants
                                     ----------------------------------------
<S>                         <C>            <C>          <C>           <C>         <C>
                                                                                           PERCENT OF
                                                                                    POTENTIAL REALIZABLE VALUE AT
                                             TOTAL                                          ASSUMED
                            NUMBER OF       OPTIONS                                 ANNUAL RATES OF STOCK PRICE
                            SECURITIES     GRANTED TO                                 APPRECIATION FOR OPTION
                            UNDERLYING     EMPLOYEES    EXERCISE                             TERMS(2)
                             OPTIONS       IN FISCAL     PRICE        EXPIRATION          -------------
Name                         GRANTED (#)      YEAR      ($/SHARE)(1)     DATE            5%($)      10%($)
--------------------------  ----------     ----------   --------      ----------       --------    ----------


Bruce R. Rusch                 500,000(3)          52%     $2.50       7/21/2009       $887,924     $2,154,287
</TABLE>
--------------
(1)  The exercise price per share of each option was fixed by the Board of
     Directors; the fair market value per share of Common stock at the date of
     grant was $2.62 per share.
(2)  Amounts reported in these columns represent amounts that may be realized
     upon exercise of the options immediately prior to the expiration of their
     term assuming the specified compounded rates of appreciation (5% and 10%)
     on the market value of the Company's Common Stock on the date of option
     grant over the term of the options. These numbers are calculated based on
     rules promulgated by the Commission and do not reflect the Company's
     estimate of future stock price growth. Actual gains, if any, on stock
     option exercises and Common Stock holdings are dependent on the timing of
     such exercise and the future performance of the Company's Common Stock.
     There can be no assurance that the rates of appreciation assumed in this
     table can be achieved or that the amounts reflected will be received by the
     individual.
(3)  Options to purchase 250,000 shares will vest in equal installments on each
     of the first four anniversaries of the grant date. Options to purchase an
     additional 125,000 shares will vest on the fifth anniversary of the date of
     grant, or such earlier date that the Corporation reports net income for two
     consecutive fiscal years, with operating income as a percentage of revenue
     not less than 10% in each such year.  The remaining options to purchase
     125,000 shares will vest on the fifth anniversary of the date of grant,
     subject to earlier vesting as follows: (i)  62,500 shares will vest if the
     average closing market price per share of the Corporation's common stock
     during a fiscal quarter equals or exceeds $5; and (ii) all unvested option
     shares of these 125,000 will vest if the average closing market price per
     share of the Corporation's common stock during a fiscal quarter equals or
     exceeds $8.  Condition (i) was satisfied during the first quarter of 2000,
     and as a result options to purchase 62,500 shares became vested and
     exercisable.

AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES

  The following table sets forth, for each of the Named Executive Officers,
information with respect to the exercise of stock options during the year ended
December 31, 1999 and the year-end value of unexercised options:


<TABLE>
<CAPTION>

                                                                                                VALUE OF UNEXERCISED
                                SHARES                            NUMBERS OF UNEXERCISED       IN-THE-MONEY OPTIONS AT
                              ACQUIRED ON         VALUE            OPTIONS AT YEAR END                YEAR END
NAME                          EXERCISE(#)      REALIZED($)     EXERCISABLE/UNEXERCISABLE   EXERCISABLE/UNEXERCISABLE(1)
------------------------   ---------------   ---------------  ---------------------------  ----------------------------
<S>                            <C>              <C>              <C>                          <C>
Zack B. Bergreen                     --               --                     --                            --


John G. Phillips                     --               --                 53,750/43,750           $  198,069/$161,219

Bruce R. Rusch                       --               --                65,664/508,500           $208,520/$1,443,738
</TABLE>

(1) Value is based on the difference between the option exercise price and the
  fair market value of the Company's Common Stock at December 31, 1999 ($5.375
  per share), multiplied by the number of shares underlying the option.



                                       52
<PAGE>

BOARD INTERLOCKS AND INSIDER PARTICIPATION

  No executive officer of the Company served as a member of the Board of
Directors, compensation committee, or other committee performing equivalent
functions, of another entity one of whose executive officers served as a
Director of the Company.  Other than Mr. Bergreen, Mr. LaMotta and Mr. Rusch no
person who served as a member of the Board was, during the fiscal year ended
December 31, 1999, simultaneously an officer, employee or consultant of the
Company or any of its subsidiaries. Messrs. Bergreen, LaMotta and Rusch did not
participate in any Company determination of their own personal compensation
matters.

COMPENSATION OF DIRECTORS

  Directors who are not employees of the Company receive a fee of $1,000 for
attendance at each regular and special meeting of the Board of Directors, and
are also reimbursed for their reasonable out-of-pocket expenses incurred in
attending meetings. Non-Employee Directors may elect to receive, in lieu of the
foregoing cash compensation, unrestricted shares of Common Stock of the Company.
Shares of Common Stock in lieu of cash compensation are acquired at the fair
market value of the Common Stock on the last day of the calendar quarter during
which the cash compensation was earned and foregone.  Non-employee Directors are
also eligible to receive annual stock option grants under the Company's 1995
Non-Employee Director Stock Option Plan. Directors who are employees are not
compensated for their service on the Board of Directors or any committee
thereof.

EMPLOYMENT AGREEMENTS AND SEVERANCE ARRANGEMENTS WITH EXECUTIVE OFFICERS

  The Company has not entered into employment agreements with any of its current
Executive Officers.  The Company has agreed to pay each of Messrs. Phillips and
Rusch a sum equal to six months of their salary and benefits if their employment
is terminated without cause, and it has agreed to pay Mr. Kamins a sum equal to
three months of his salary and benefits if his employment is terminated without
cause.

                                      53
<PAGE>

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

  The following table sets forth as of the March 20, 2000: (i) the name of each
person who, to the knowledge of the Company, owned beneficially more than 5% of
the shares of Common Stock of the Company outstanding at such date; (ii) the
name of each Director; and (iii) the name of each current executive officer of
the Company. The following table also sets forth as of March 20, 2000 the number
of shares owned by each of such persons and the percentage of the outstanding
shares represented thereby, and also sets forth such information for Directors,
nominees and executive officers as a group.

<TABLE>
<CAPTION>
         NAME AND ADDRESS OF BENEFICIAL OWNER              AMOUNT OF OWNERSHIP(1)     PERCENT  OF CLASS(2)
-------------------------------------------------------  --------------------------  -----------------------

<S>                                                      <C>                         <C>
Zack B. Bergreen(3)                                              6,791,000           47.6%
    c/o Astea International
    455 Business Center Drive
    Horsham, Pennsylvania 19044

Fallen Angel Equity Fund, L.P.(4)                                2,232,500           15.7%
    960 Holmdel Road
    Holmdel, NJ 07733

Bernard M. Goldsmith(5)                                          2,234,040           15.7%

Henry H. Greer(6)                                                   32,957             *

Howard P. Kamins                                                         0             *

Bruce R. Rusch(7)                                                   68,164             *

John G. Phillips(8)                                                 67,750             *

All current directors, nominees and executive officers           9,193,911           64.5%
as a group (6 persons)(1)-(8)
</TABLE>

 *      Less than 1% of the outstanding shares of Common Stock.
(1)  Except as noted in the footnotes to this table, each person or entity named
     in the table has sole voting and investment power with respect to all
     shares of Common Stock owned, based upon information provided to the
     Company by Directors, officers and principal stockholders. Beneficial
     ownership is determined in accordance with the rules of the Securities and
     Exchange Commission (the "Commission") and includes voting and investment
     power with respect to shares of Common Stock subject to options currently
     exercisable or exercisable within 60 days after the Record Date ("presently
     exercisable stock options").
(2)  Applicable percentage of ownership as of the Record Date is based upon
     14,251,948 shares of Common Stock outstanding as of that date. Beneficial
     ownership is determined in accordance with the rules of the  Commission and
     includes voting and investment power with respect to shares.  Presently
     exercisable stock options are deemed outstanding for computing the
     percentage ownership of the person holding such options, but are not deemed
     outstanding for computing the percentage of any other person.
(3)  Includes 2,036,276 shares of Common Stock held by trusts of which Mr.
     Bergreen and his wife are the only trustees, 271,342 shares held by trusts
     with independent trustees, and 1,200,000 shares of Common Stock held by a
     family limited partnership of which Mr. Bergreen is the sole general
     partner.
(4)  As reported on Schedule 13D and Form 4. Mr. Goldsmith is Manager of Fallen
     Angel Capital, LLC, which is the general partner of Fallen Angel Equity
     Fund, L.P.  Mr. Goldsmith disclaims beneficial ownership of the shares of
     Common Stock held by Fallen Angel Equity Fund, L.P.
(5)  Represents 1,540 shares directly owned by Mr. Goldsmith and 2,232,500
     shares held by Fallen Angel Equity Fund, L.P. as reported on Schedule 13D
     and Form 4. Mr. Goldsmith is Manager of Fallen Angel Capital, LLC, which is
     the general partner of Fallen Angel Equity Fund, L.P.  Mr. Goldsmith
     disclaims beneficial ownership of the shares of Common Stock held by Fallen
     Angel Equity Fund, L.P.
(6)  Includes 27,000 shares of Common Stock issuable pursuant to presently
     exercisable stock options.
(7)  Represents shares of Common Stock issuable pursuant to presently
     exercisable stock options.
(8)  Includes 66,250 shares of Common Stock issuable pursuant to presently
     exercisable stock options.


                                       54
<PAGE>

ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

  On December 31, 1999, Zack Bergreen ceased active employment with the Company
and was engaged as a consultant for the period from January 1, 2000 until
December 31, 2000.  Under the terms of the consulting agreement, Mr. Bergreen
will receive annual compensation of $354,000, split dollar life insurance
benefits and indemnification for tax liabilities relating to the time periods
prior to August 1995 when the Company was taxed as an S-corporation.  During
that period the Company was not subject to federal income taxes, and the taxable
income of the Company was included in Mr. Bergreen's tax return.  See also Note
16 of the Notes to the Consolidated Financial Statements of the Company
appearing elsewhere in this Annual report on Form 10-K.


                                       55

<PAGE>

                                    PART IV

Item 14.       Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

       (a)(1)(A)     Consolidated Financial Statements.

              i)     Consolidated Balance Sheets at December 31, 1999 and 1998

             ii)     Consolidated Statements of Income for the years ended
                     December 31, 1999, 1998 and 1997

            iii)     Consolidated Statements of Stockholders' Equity for the
                     years ended December 31, 1999, 1998 and 1997

             iv)     Consolidated Statements of Cash Flows for the years ended
                     December 31, 1999, 1998 and 1997

              v)     Notes to the Consolidated Financial Statements

       (a)(1)(B)     Report of Independent Public Accountants.

       (a)(2) Schedules.

              a)     Schedule II - Valuation and Qualifying Accounts

                     Schedules not listed above have been omitted because the
                     information required to be set forth therein is not
                     applicable or is shown in the accompanying Financial
                     Statements or notes thereto.

       (a)(3) List of Exhibits.

       The following exhibits are filed as part of and incorporated by reference
into this Annual Report on Form 10-K:

       Exhibit No.   Description

       2.1           Stock Purchase Agreement, dated August 14, 1998, among the
                     Company, Ixchange Technology Holdings Limited, Network
                     Data, Inc., Bendata, Inc., Bendata (Europe) Limited LLC,
                     and Bendata Holding, Inc. (Incorporated herein by reference
                     to Exhibit 10.1 to the Company's Current Report on Form 8-K
                     dated September 4, 1998).
       2.2           Stock Purchase Agreement, dated December 31, 1998, among
                     the Company, Network Data, Inc. and Industri-Matematik
                     International Corporation (Incorporated herein by reference
                     to Exhibit 2.1 to the Company's Current Report on Form 8-K
                     dated December 31, 1998).
       3(i).1        Certificate of Incorporation of the Company (Incorporated
                     herein by reference to Exhibit 3.1 to the Company's
                     Registration Statement on Form S-1, as amended (File No.
                     33-92778)).
       3(ii).1       By-Laws of the Company (Incorporated herein by reference to
                     Exhibit 3.2 to the Company's Registration Statement on Form
                     S-1, as amended (File No. 33-92778)).
       4.1           Specimen certificate representing the Common Stock
                     (Incorporated herein by reference to Exhibit 4.1 to the
                     Company's Registration Statement on Form S-1, as amended
                     (File No. 33-92778)).
       10.1          1994 Amended Stock Option Plan (Incorporated herein by
                     reference to Exhibit 10.1 to the Company's Registration
                     Statement on Form S-1, as amended (File No. 33-92778)).
       10.2          Form of Non-Qualified Stock Option Agreement under the 1994
                     Amended Stock Option Plan (Incorporated herein by reference
                     to Exhibit 10.2 to the Company's Registration Statement on
                     Form S-1, as amended (File No. 33-92778)).

                                       56
<PAGE>

         10.3       Form of Incentive Stock Option Agreement under the 1994
                    Amended Stock Option Plan (Incorporated herein by reference
                    to Exhibit 10.3 to the Company's Registration Statement on
                    Form S-1, as amended (File No. 33-92778)).
         10.4       1991 Amended Non-Qualified Stock Option Plan (Incorporated
                    herein by reference to Exhibit 10.4 to the Company's
                    Registration Statement on Form S-1, as amended (File No. 33-
                    92778)).
         10.5       Form of Non-Qualified Stock Option Agreement under the 1991
                    Amended Non-Qualified Stock Option Plan (Incorporated herein
                    by reference to Exhibit 10.5 to the Company's Registration
                    Statement on Form S-1, as amended (File No. 33-92778)).
         10.6       1995 Employee Stock Purchase Plan (Incorporated herein by
                    reference to Exhibit 10.6 to the Company's Registration
                    Statement on Form S-1, as amended (File No. 33-92778)).
         10.7       Amendment No. 1 to 1995 Employee Stock Purchase Plan
                    (Incorporated herein by reference to Exhibit 10.2 to the
                    Company's Quarterly Report on Form 10-Q for the fiscal
                    quarter ended September 30, 1997).
         10.8       1995 Employee Stock Purchase Plan Enrollment/Authorization
                    Form (Incorporated herein by reference to Exhibit 4.7 to the
                    Company's Registration Statement on Form S-8, filed on
                    September 19, 1995 (File No. 33-97064)).
         10.9       Amended and Restated 1995 Non-Employee Director Stock Option
                    Plan (Incorporated herein by reference to Exhibit 10.9 to
                    the Company's Annual Report on Form 10-K for the year ended
                    December 31, 1997).
         10.10      Form of Non-Qualified Stock Option Agreement under the 1995
                    Non-Employee Director Stock Option Plan (Incorporated herein
                    by reference to Exhibit 4.5 to the Company's Registration
                    Statement on Form S-8, filed on September 19, 1995 (File No.
                    33-97064)).
         10.11      1997 Stock Option Plan (Incorporated herein by reference to
                    Exhibit 10.10 to the Company's Annual Report on Form 10-K
                    for the fiscal year ended December 31, 1996).
         10.12      Form of Non-Qualified Stock Option Agreement under the 1997
                    Stock Option Plan. (Incorporated herein by reference to
                    Exhibit 10.11 to the Company's Annual Report on Form 10-K
                    for the fiscal year ended December 31, 1996).
         10.13      Form of Incentive Stock Option Agreement under the 1997
                    Stock Option Plan (Incorporated herein by reference to
                    Exhibit 10.12 to the Company's Annual Report on Form 10-K
                    for the fiscal year ended December 31, 1996).
         10.14      1998 Stock Option Plan (Incorporated herein by reference to
                    Exhibit 10.14 to the Company's Annual Report on Form 10-K
                    for the year ended December 31, 1997).
         10.15      Form of Non-Qualified Stock Option Agreement under the 1998
                    Stock Option Plan. (Incorporated herein by reference to
                    Exhibit 10.15 to the Company's Annual Report on Form 10-K
                    for the year ended December 31, 1997).
         10.16      Form of Incentive Stock Option Agreement under the 1998
                    Stock Option Plan. (Incorporated herein by reference to
                    Exhibit 10.16 to the Company's Annual Report on Form 10-K
                    for the year ended December 31, 1997).
         10.17      Agreement of Lease, dated July 12, 1996, between the Company
                    and C/N Horsham Towne Limited Partnership (Incorporated
                    herein by reference to Exhibit 10.17 to the Company's Annual
                    Report on Form 10-K for the fiscal year ended December 31,
                    1996).
         10.18      Loan and Security Agreement, dated August 1, 1999, between
                    the Company and Silicon Valley Bank (Incorporated herein by
                    reference to Exhibit 10.1 to the Company's Quarterly Report
                    on Form 10-Q for the fiscal quarter ended September 30,
                    1999).
         10.19      Modification Agreement dated as of June 30, 1997, by and
                    among the Company, PNC Bank, National Association, successor
                    by merger to Midlantic Bank, N.A. and PNC

                                       57


<PAGE>

                    Leasing Corp. (Incorporated herein by reference to Exhibit
                    10.24 to the Company's Annual Report on Form 10-K for the
                    year ended December 31, 1997).
         10.20      Cross Collateralization Agreement dated June 30, 1997, by
                    and among the Company, PNC Bank, National Association and
                    PNC Leasing Corp. (Incorporated herein by reference to
                    Exhibit 10.25 to the Company's Annual Report on Form 10-K
                    for the year ended December 31, 1997).
         10.21      Modification Agreement dated April 30, 1998 by and among the
                    Company, PNC Bank, National Association and PNC Leasing
                    Corp. (Incorporated herein by reference to Exhibit 10.1 to
                    the Company's Quarterly Report on Form 10-Q for the quarter
                    ended March 31, 1998).
         10.22*     Letter to John G. Phillips regarding severance terms.
         10.23      Letter to Bruce R. Rusch regarding employment terms.
                    (Incorporated herein by reference to Exhibit 10.1 to the
                    Company's Quarterly Report on Form 10-Q for the quarter
                    ended June 30, 1999).
         10.24*     Letter to Howard P. Kamins regarding employment terms.
         10.25*     Consulting Agreement between the Company and Zack B.
                    Bergreen.
         10.26*     Transfer of Rights Agreement regarding PowerHelp
         10.27*     Guaranty in connection with Transfer of Rights Agreement
                    regarding PowerHelp.
         21.1*      Subsidiaries of the Registrant.
         23.1*      Consent of Arthur Andersen LLP.
         24.1*      Powers of Attorney (See the Signature Page).
         27.1*      Financial Data Schedule.

         ______________________
         *      Filed herewith

         (b)    Reports on Form 8-K.

         The Company filed no current reports on Form 8-K, or amendments to
current reports on Form 8-K/A, during the fiscal quarter ended December 31,
1999.

         (c)    Exhibits.

         The Company hereby files as part of this Annual Report on Form 10-K the
exhibits listed in Item 14(a)(3) set forth above.

                                       58
<PAGE>

                                  SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) 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 this 28th day of April
2000.

                                   ASTEA INTERNATIONAL INC.


                                   By: /s/ Bruce R. Rusch
                                       -----------------------------
                                           Bruce R. Rusch
                                           President and Chief
                                           Executive Officer

                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Bruce R. Rusch and John G. Phillips,
jointly and severally, his attorney-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Report on Form 10-K and to file same, with exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorney-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
                  Signature                                      Title                                 Date
                  ---------                                      -----                                 ----
         <S>                                         <C>                                          <C>
         /s/ Bruce R. Rusch                          President and Chief Executive                April 28, 2000
         -------------------
         Bruce R. Rusch                              Officer (Principal Executive Officer)

         /s/ John G. Phillips                        Vice President and Chief                     April 28, 2000
         ---------------------------
         John G. Phillips                            Financial Officer (Principal
                                                     Financial and Accounting
                                                     Officer)

         /s/ Barry M. Goldsmith                      Director                                     April 28, 2000
         ---------------------------
         Barry M. Goldsmith



         /s/ Bruce R. Rusch                          Director                                     April 28, 2000
         ---------------------------
         Bruce R. Rusch
</TABLE>

                                       59


<PAGE>

                                                                     SCHEDULE II


                           ASTEA INTERNATIONAL INC.

                       VALUATION AND QUALIFYING ACCOUNTS

<TABLE>
<CAPTION>
                               Balance at                                       Other          Balance at
                               Beginning                                        Increases/     End of
Classification                 of Period       Additions (1)  Deductions (2)    Decreases (3)  Period
--------------                 ---------       -------------  --------------    ------------   ------
<S>                            <C>             <C>            <C>               <C>            <C>
For the Year Ended
  December 31, 1997

   Reserve for estimated
     uncollectible accounts    $  1,223,000    $  1,055,000    $   (841,000)    $   (213,000)   $  1,224,000

   Reserve for
     restructuring                        -    $  5,328,000    $ (2,083,000)    $ (1,377,000)   $  1,868,000

For the Year Ended
  December 31, 1998

   Reserve for estimated
     uncollectible accounts    $  1,224,000    $  1,257,000    $ (1,974,000)    $    261,000    $    768,000
   Reserve for
     restructuring             $  1,868,000    $   (800,000)   $   (875,000)    $    (41,000)   $    152,000

For the Year Ended
  December 31, 1999

   Reserve for estimated
     uncollectible accounts    $    768,000    $    708,000    $   (316,000)    $   (113,000)   $  1,047,000

   Reserve for
     restructuring             $    152,000    $  1,630,000    $   (179,000)    $   (457,000)   $  1,146,000
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(1)  Amounts represent charges and reductions to expenses and revenue.
(2)  Amounts represent the write-off of receivables against reserve for
     estimated uncollectible accounts and cash paid for restructuring
     activities.
(3)  Amounts represent recoveries of previously written-off receivables and
     amounts reclassed from deferred revenues for changes in the reserve for
     estimated uncollectible accounts and non-cash writedowns of property and
     equipment for changes in the reserve for restructuring.

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