<PAGE>

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

                                   FORM 10-K

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

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997

                                      OR

  [_]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                               ----------------

                        COMMISSION FILE NUMBER 0-22350

                        MERCURY INTERACTIVE CORPORATION
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S>                                            <C>
                  DELAWARE                                       77-0337705
       (STATE OR OTHER JURISDICTION OF                        (I.R.S. EMPLOYER
       INCORPORATION OR ORGANIZATION)                       IDENTIFICATION NO.)
</TABLE>

                   1325 BORREGAS AVENUE, SUNNYVALE, CA 94089
                   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                (408) 822-5200
             (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

                               ----------------

  Securities registered pursuant to Section 12(g) of the Act: Common Stock,
$0.002 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) had 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 non-affiliates of the
Registrant was approximately $628,580,936 as of February 28, 1998, based upon
the closing sale price reported for that date on the Nasdaq National Market.
Shares of Common Stock held by each officer and director and by each person
who owns 5% or more of the outstanding Common Stock have been excluded because
such persons may be deemed to be affiliates. This determination of affiliate
status is not necessarily conclusive for other purposes.

  The number of shares of Registrant's Common Stock outstanding as of February
28, 1998 was 17,149,887.

                      DOCUMENTS INCORPORATED BY REFERENCE

  Portions of the Proxy Statement for Registrant's 1998 Annual Meeting of
Stockholders to be held May 20, 1998 are incorporated by reference in Part III
of this Form 10-K Report.

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<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
                                     PART I

 <C>      <S>                                                               <C>
 Item 1.  Business.......................................................     3
          General........................................................     3
          Products.......................................................     4
          Research and Development.......................................     6
          Marketing, Sales and Support...................................     6
          Competition....................................................     8
          Manufacturing..................................................     8
          Patents, Trademarks and Licenses...............................     8
          Personnel......................................................     9
          Operations in Israel...........................................    10
 Item 2.  Properties.....................................................    10
 Item 3.  Legal Proceedings..............................................    10
 Item 4.  Submission of Matters to a Vote of Security Holders............    10

                                    PART II

          Market for the Registrant's Common Equity and Related              11
 Item 5.  Stockholder Matters............................................
 Item 6.  Selected Consolidated Financial Data...........................    12
          Management's Discussion and Analysis of Financial Condition and    12
 Item 7.  Results of Operations..........................................
 Item 8.  Financial Statements and Supplementary Data....................    20
          Changes in and Disagreements with Accountants on Accounting and    20
 Item 9.  Financial Disclosure...........................................

                                    PART III

 Item 10. Directors and Executive Officers of the Registrant.............    21
 Item 11. Executive Compensation.........................................    21
 Item 12. Security Ownership of Certain Beneficial Owners and Management.    21
 Item 13. Certain Relationships and Related Transactions.................    21

                                    PART IV

          Exhibits, Financial Statement Schedules and Reports on Form 8-     22
 Item 14. K..............................................................
</TABLE>

                                       2
<PAGE>

                                    PART I

ITEM 1. BUSINESS

GENERAL

  Mercury Interactive Corporation and its subsidiaries (hereafter,
collectively, "Mercury Interactive" or the "Company") develop, market and
support a family of automated client/server and Web-based system (Internet and
intranet) tools for testing business-critical enterprise applications. Since
1989, the Company's testing solutions have helped corporate development
organizations, systems integrators and independent software developers
identify client/server system problems with greater accuracy, speed and
efficiency than traditional methods allow.

  The power, speed and flexibility of distributed computing architectures with
PCs running Microsoft Windows, UNIX workstations, network servers, database
servers and Web-based systems have prompted many companies to adopt them on an
enterprise-wide basis to support business-critical applications. Client/server
solutions are designed to be scalable to accommodate rapid growth, in order to
allow customers to boost productivity by enhancing information availability
and to provide the customer a competitive advantage. However, the very nature
of client/server computing creates challenges for businesses that deploy
mission-critical applications. As enterprise systems are installed to
accommodate traditional business needs, even the simplest application or
system changes can adversely impact the delivery and performance of the
solution. Thorough testing of critical applications in enterprise-wide, multi-
user environments is required so that the solution is reliable and responsive
to user needs.

  Mercury Interactive is committed to continuing research and development in
order to achieve its strategy of offering advanced and innovative testing
solutions for evolving business needs. The Company's innovative solutions are
designed to automate and orchestrate all phases of software and system quality
assurance, and to provide a common thread that allows customers to reduce
application development time, increase productivity and decrease operating
expenses.

  Today, that common thread makes its way through some of the world's largest
business organizations. Allstate Insurance, Citibank, DHL Airways, Gap, Inc.,
Michelin, Nabisco, and Quebec Hydro among others, all rely on the Company's
solutions for testing their client/server applications and systems.


                                       3
<PAGE>

PRODUCTS

  The Company's current testing products are presented in the table below, and
described immediately following.

<TABLE>
<CAPTION>
                                                                           TYPICAL LIST
  PRODUCT NAME       PRODUCT DESCRIPTION             STATUS                PRICE RANGE*
  ------------     ------------------------ ------------------------ ------------------------
<S>                <C>                      <C>                      <C>
XRunner            Automated application    Release 1.0-1991         $60,000 for five users
                   testing for UNIX, X-     Release 4.0-July 1996
                   Windows
WinRunner          Automated application    Release 1.0-June 1993    $2,850-$5,000 per user
                   testing for Windows,     Release 4.0-March 1996
                   Windows NT, Windows 95
LoadRunner         Automated multi-user     Release 1.0-November     $40,000-$50,000 for
                   testing for UNIX, RTE,   1993                     package simulating 50
                   Windows, Windows NT and  Release 4.5-May 1997     users
                   Windows 95
TestDirector       Automated test           Release 1.0-November     $8,995 for server plus 5
                   management               1994                     users, additional users
                   system for QA workgroups Release 4.0-June 1997    for $495 each
SQLInspector       Middleware testing and   Release 2.0-May 1995     $495-$895 per user
                   analysis for Windows     Integrated into
                                            LoadRunner
                                            4.5-May 1997
WebTest            World Wide Web           Product family released  $195-$995 per copy
                   application              March 1996
                   testing
Astra SiteManager  Visual Web site          Release 1.0-October 1996 $495 per copy
                   management tool
Astra SiteTest     Web site stress testing  Release 1.0-December     $9,500 per copy
                                            1996
                                            Release 2.0-December
                                            1997
</TABLE>
--------
 * Prices vary within the ranges shown according to system configuration and
country where purchased.

 XRunner

  The Company's Xrunner(R) is an automated GUI regression tool which tests X-
Windows applications running under UNIX. XRunner makes test development easier
by incorporating simplified test script management, point-and-click selection
and interactive debugging. These features boost new testers' productivity
while providing a complete testing solution for evolving business needs.
XRunner features the RapidTest Script Wizard which automatically learns an
application and generates tests for unattended regresssion testing. XRunner
was originally released in 1991.

 WinRunner

  The Company's WinRunner(R) tests enterprise applications on Windows 3.1,
Windows 95, and Windows NT platforms. WinRunner simplifies test automation by
providing powerful, productive and cost effective test solutions. WinRunner
utilizes Mercury Interactive's point-and-click Visual Testing to help users
quickly create test and verification scenarios. WinRunner provides support for
leading development environments such as SAP, PeopleSoft, Baan, Oracle
Developer/2000, Microsoft Visual Basic and PowerBuilder. WinRunner 2000 is
specifically designed to test applications for compliance with Year 2000
requirements. WinRunner was made generally available in 1993.


                                       4
<PAGE>

 LoadRunner

  The Company's LoadRunner(R) is an integrated client/server and Web load
testing tool. It provides a scalable load testing solution for managing the
risk of enterprise systems. LoadRunner uses a minimum of hardware resources to
provide consistent, repeatable and measurable load to exercise the system just
like real users would. LoadRunner automates both client and server load
testing from a single point of control while helping developers get an
accurate view of system behavior and performance throughout the application
develpoment lifecycle. LoadRunner is available for Windows, Window 95, Windows
NT, UNIX and Remote Terminal Emulation (RTE). LoadRunner was made generally
available in 1993.

 TestDirector

  The Company's TestDirector(R) is a workgroup test management software which
directs the quality assurance process for software development. TestDirector
helps developers and testers to be more productive by walking them through a
full regression test cycle from planning and design, automated test creation,
manual and automatic test execution, defect tracking and application quality
analysis. TestDirector was first released in November 1994.

 SQLInspector

  The Company's SQLInspector(TM) is a powerful, simple tool for viewing
application function calls to databases. SQLInspector includes performance
data so that developers can analyze their application's database access, and
better understand how to tune the application. SQLInspector 2.0 was integrated
into Mercury Interactive's product family when the Company acquired Blue
Lagoon Software in 1995. SQLInspector's technology was integrated into
LoadRunner in 1997. SQLInspector will not be sold separately in the future.

 WebTest

  The Company's WebTest(R) is the first technology designed specifically for
testing World Wide Web applications. The new technology helps information
systems organizations improve the quality and reliability of Web-based systems
by allowing developers to measure response time to a browser request, to
determine the maximum number of hits the server can support, and to validate
the systems' ability to function correctly under varying conditions. WebTest
extends Mercury Interactive's GUI testing tools, WinRunner and XRunner,
allowing them to interact with Web pages, browsers, HTML links and images.
WebTest, together with LoadRunner, tests Web site performance and capacity by
emulating Web user HTTP or secure sockets layer (SSL) encrypted traffic
between the browser and server. WebTest was released in March 1996.

 Astra SiteManager

  The Company's Astra SiteManager(TM) is a comprehensive visual Web site
management tool that is designed to meet the challenges faced by Webmasters
and business managers of rapidly growing Web sites with changing contents and
shape. Astra SiteManager scans an entire Web site highlighting functional
areas with color-coded links and URLs--to create a complete visual map of a
Web site. It pinpoints broken links or access problems, compares maps as a
site changes, identifies key usage patterns for improving Web site
effectiveness and validates dynamically generated pages. Astra SiteManager was
released in October 1996.

 Astra SiteTest

  The Company's Astra SiteTest(TM) is a stress testing tool for Web-based
systems-Internet and intranet-that provides consistent, repeatable and
measurable load to exercise the systems as real users would. Astra SiteTest
helps Webmasters get an accurate view of system behavior and performance
throughout the application development lifecycle. Astra SiteTest was first
relased in December 1996.

                                       5
<PAGE>

RESEARCH AND DEVELOPMENT

  Since its inception, the Company has made substantial investments in
research and product development. The Company believes that its success will
depend in large part on its ability to maintain and enhance its current
product line, develop new products, maintain technological competitiveness and
meet an expanding range of customer requirements, each of which is essential
to maintaining the Company's current leadership position in its market.

  The technologies that drive the Company's products are aimed at providing a
consistent and comprehensive solution to software quality issues throughout
the software development organization. By enabling reliable automation of
testing, these technologies enable the Company's products to provide
substantial productivity improvement.

  The Company believes that it was the first to comprehensively address
client/server software quality by combining key enabling technologies such as
output synchronization, GUI-based application testing, multi-platform
portability, text recognition and multi-user testing. Mercury Interactive's
products are designed to be used throughout the development, maintenance and
porting processes and are available on a variety of computing platforms and
operating environments.

  In addition to the teams developing software testing products, the Company
maintains an advanced research group that is responsible for exploring new
directions and applications of core technologies, migrating new technologies
into the existing product lines and maintaining research relationships outside
the Company both within industry and academia. The research and development
group also maintains relationships with third party software vendors and with
all major hardware vendors on whose platforms the Company's products operate.
Key development engineers are rotated to assignments in customer support
positions in the Company's major markets for periods ranging from three months
to two years. This improves feedback from current customers and strengthens
ties between the Customer Support Organization and the research and
development group.

  The Company's primary research and development group is located near Tel
Aviv, Israel. Performing research and development in Israel offers a number of
strategic advantages. Israeli engineers typically hold advanced degrees in
computer-related disciplines. Operation in Israel allows the Company to enjoy
research subsidies from the government of Israel. Geographic proximity to
Europe, a strategic market for the Company, offers another key advantage.

  As of December 31, 1997 the Company's research and development group
consisted of 147 employees. During 1997, 1996 and 1995 net research and
development costs were $10.9 million, $9.4 million and $6.5 million,
respectively. The Company anticipates that it will continue to commit
substantial resources to research and development in the future. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

MARKETING, SALES AND SUPPORT

 Direct Sales

  The Company markets its products primarily through its direct sales and
service organization, which focuses on major accounts. The Company employs
technically proficient salespeople and highly skilled field application
engineers capable of serving the sophisticated needs of prospective customers'
engineering and management staffs. As of December 31, 1997, the Company's
direct sales and service force consisted of 152 employees.

  The Company has 13 sales and support centers throughout the United States.
Internationally, the Company's subsidiaries operate eight sales and support
offices located in Canada, the United Kingdom, France, Germany, Japan,
Australia, Singapore and Israel. The Company also markets its products through
distributors in Europe and Pacific Rim countries.


                                       6
<PAGE>

  International sales represented 36%, 33% and 24% of the Company's total
revenues in 1997, 1996 and 1995, respectively. The Company expects that in
future periods, international sales will continue to account for a significant
portion of the Company's total revenue. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations."

 Alternate Channels

  The Company has established an indirect sales channel of value added
resellers and major system integrators, including Andersen Consulting,
Deloitte & Touche, EDS, Ernst & Young, Keane and KPMG. The indirect sales
channel accounted for 47%, 43% and 23% of total license revenue in the years
ended December 31, 1997, 1996 and 1995, respectively. The Company believes
that the indirect sales channel will continue to account for a significant
portion of the Company's total revenue in future periods. There is no
assurance that the Company will be successful in further developing such
channels, that such relationships will result in significant additional sales
or that any sales through such channels will have the same profitability, if
any, of sales obtained through the Company's direct sales force. In addition,
the Company expects its direct and indirect sales channels to compete with
each other. Successful indirect sales efforts depend on the abilities,
resources, reputations, motivations, and strategies of third parties, and the
Company has little control over such factors. If the Company's efforts at
further developing these indirect sales channels are unsuccessful, if such
channels are unproductive or if the Company were to lose one or more of its
value added resellers or major system integrators there could be a material
adverse effect on the Company's results of operations or financial position.

 Customer Support Organization

  The Company believes that strong customer support is crucial to both the
initial marketing of its products and maintenance of customer satisfaction,
which in turn, enhances the Company's reputation and generates repeat orders.
In addition, the Company believes that the customer interaction and feedback
involved in its ongoing support functions provide the Company with information
on market trends and customer requirements that is critical to future product
development efforts.

  Pre-sales support is provided by sales personnel and post-sales support is
provided by the Company's Customer Support Organization ("CSO") pursuant to
renewable annual maintenance contracts. As of December 31, 1997, the Company's
CSO consisted of 61 employees. The maintenance contracts provide for technical
and emergency support as well as software upgrades, on an if and when
available basis. When the Company's local sales and support offices are unable
to solve a problem, the Company's engineers and product developers in Israel
work with the support personnel. By taking advantage of time differences, the
Company can provide support around the clock, ensuring prompt resolution of
problems.

 Pricing

  The Company licenses its software to customers under non-exclusive license
agreements that restrict use of the products to internal purposes at a
specified site. The Company typically licenses software products to either
allow up to a set number of users to access the software on a network at any
one time, using any workstation attached to that network, or to allow use of
the software on designated computers or workstations.

  The Company's products are priced to encourage customers to purchase
multiple products and licenses because the cost to the Company of supporting a
one-user configuration is almost as high as a multiple-user configuration.
License fees are dependent on the product licensed, the number of users of the
product licensed and the country in which such licenses are sold, as
international prices tend to be higher than United States prices. In addition,
the Company sells annual maintenance contracts which include on-site customer
support and upgrades for approximately 15% of the license purchase price.
Sales to the Company's indirect sales channel partners which are intended for
resale to end users are made at varying discounts off of the Company's list
prices, generally based on the sales volume of the indirect sales channel
partner.

                                       7
<PAGE>

 Backlog

  The time between order and delivery of the Company's products is generally
quite short. The number of orders, as well as the size of individual orders,
can vary substantially from month to month. Because of the short period
between order receipt and shipment of products, the Company typically does not
have a significant backlog of unfilled orders and believes that backlog is
neither significant to an understanding of its business nor representative of
potential revenue for any future period.

COMPETITION

  While the Company believes it is the leading provider of automated
client/server, E-business and Enterprise Resource Planning ("ERP", such as the
packaged applications offered by SAP and Baan) testing tools, several other
companies compete in the automated client/server testing market and several
potential customers have decided to develop testing utilities internally. The
market for automated client/server, E-business and ERP testing tools is
relatively young and competing solutions for the problem of software testing
productivity are evolving rapidly.

  The market for software products, in general, is highly competitive. The
Company continues to face direct competition from established and emerging
companies, both publicly and privately-held. In the past year, a number of the
Company's competitors have been consolidated through acquisitions and may have
significantly greater resources than the Company. There could be a material
adverse effect on the Company's results of operations or financial position if
any of the major software manufacturers, which have significantly greater
resources than the Company decide to devote substantial resources to entering
the software testing market or if there is an increase in developing testing
utilities internally by the Company's customers or potential customers. A
variety of external and internal factors could adversely affect the Company's
ability to compete. These include the relative functionality,
price/performance and reliability of the products offered by the Company and
its competitors, the timing and success of new product development or
enhancement efforts of the Company and its competitors and the effectiveness
of the marketing efforts of the Company and its competitors. There can be no
assurance that the Company will be able to compete successfully in the future
or that competitive pressures will not adversely affect the Company's
business.

MANUFACTURING

  The Company's products are principally composed of user manuals and storage
media, such as diskettes tapes, and/or CD-ROM, which are produced by the
Company in its facility in Israel. Often, the Company's products require
multiple user manuals and magnetic media. The Company believes that there is
an adequate supply of and source for the raw materials for its products and
that there are multiple sources available for storage media duplication and
manual printing. The Company performs final quality control tests on its
products. Although the Company believes that its quality control activities
effectively accomplish the Company's product quality goals, there can be no
assurance that the Company's quality control efforts will always be completely
successful. Undetected material programming errors, product tampering, and
exposure to a computer virus in the product development, duplication, assembly
or distribution process, whether performed by the Company, its contractors,
distributors, or resellers, could have a material adverse effect on shipments
of new and existing products. Assembly and packaging of final products are
performed both by the Company and by domestic and overseas subcontractors of
the Company.

PATENTS, TRADEMARKS AND LICENSES

  The Company currently relies upon a combination of trademark, copyright, and
trade secret laws and contractual provisions to establish and protect
proprietary rights in its products. The source code for the Company's products
is protected both as a trade secret and as an unpublished copyrighted work.
Despite these precautions, it may be possible for a third party to copy or
otherwise obtain and use the Company's products or technology without
authorization, or to develop similar technology independently. In addition,
effective copyright and trade secret protection may be unavailable or limited
in certain foreign countries.

                                       8
<PAGE>

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

  The Company presently has no registered copyrights. The Company holds three
patents for elements contained in certain of its products, and it has filed
several other U.S. and foreign patent applications on various elements of its
products. There can be no assurance that any of the Company's patent
applications will result in an issued patent or that, if issued, such patent
would be upheld if challenged. There can be no assurance that the Company's
competitors will not independently develop technologies that are substantially
equivalent or superior to the Company's technology.

  Although the Company believes that its products and other proprietary rights
do not infringe the proprietary rights of third parties, and although the
Company has received no communications from third parties alleging the
infringement of the proprietary rights of such parties, there can be no
assurance that intellectual property infringement claims will not be asserted
against the Company in the future or that any such claims will not require the
Company to enter into royalty or cross-license arrangements or result in
costly litigation.

PERSONNEL

  As of December 31, 1997, the Company had a total of 437 employees, of which
185 were based in the United States and 252 were based internationally. Of the
total, 240 were engaged in marketing, sales and related customer support
services, 147 were in research and development, and 50 were in general and
administrative functions. The Company's success depends in significant part
upon the performance of its senior management and certain key employees and
its continuing ability to attract and retain highly qualified sales, technical
and managerial personnel. Competition for such personnel is intense and there
can be no assurance that the Company can retain its key managerial and
technical employees or that it can attract, assimilate or retain other highly
qualified technical and managerial personnel in the future. None of the
Company's employees are represented by a labor union. The Company has never
experienced any work stoppages.

  The executive officers of the Company as of March 1, 1998, are as follows:

<TABLE>
<CAPTION>
             NAME              AGE                   POSITION
             ----              ---                   --------
 <C>                           <C> <S>
 Aryeh Finegold..............   51 Chairman of the Board of Directors
 Amnon Landan................   39 President, Chief Executive Officer and
                                   Director
 Sharlene Abrams.............   40 Vice President of Finance and
                                   Administration, Chief Financial Officer and
                                   Secretary
 Kenneth R. Klein............   38 Vice President of North American Sales
 Moshe Egert.................   33 Vice President of European Operations
</TABLE>

  Mr. Aryeh Finegold, a founder of the Company, has served as Chairman of the
Board of Directors since the Company's incorporation in July 1989, served as
Chief Executive Officer from July 1989 until January 1997 and served as
President from July 1989 until October 1995. Previously, Mr. Finegold was
President, Chief Executive Officer and Chairman of the Board of Directors of
Ready Systems, Inc. He also co-founded Daisy Systems, Inc., serving as its
President and Chief Executive Officer. Previously, Mr. Finegold was a product
line architect in the micro-processor division at Intel Corporation.

  Mr. Amnon Landan has served as President and Chief Executive Officer of the
Company since February 1997, and has been a director of the Company since
February 1996. From October 1995 to January 1997 he served as President, and
from March 1995 to September 1995 he served as President of North American
Operations. He served as Chief Operating Officer from August 1993 until March
1995. From December 1992 to August 1993, he served as the Company's Vice
President of Operations and from June 1991 to December 1992, he served as Vice
President of Research and Development. From November 1989 to June 1991, he
served in several technical positions with the Company.

                                       9
<PAGE>

  Ms. Sharlene Abrams has served as Vice President of Finance and
Administration and Chief Financial Officer of the Company since November 1993.
She has served as Secretary of the Company since February 1996. Prior to
joining the Company, Ms. Abrams was employed at Price Waterhouse LLP for more
than five years, most recently as a senior manager.

  Mr. Kenneth R. Klein has served as Vice President of North American Sales of
the Company since April 1995. From May 1992 to March 1995, he served as the
Company's Western Area Sales Manager. From March 1990 to May 1992, Mr. Klein
served as Regional Sales Manager for Interactive Development Environments, a
CASE tool company.

  Mr. Moshe Egert has served as Vice President of European Operations since
July 1996. From February 1994 to June 1996, he served as Director of European
Marketing. From October 1990 through January 1994, he served in several
management and technical positions with the Company.

OPERATIONS IN ISRAEL

  The Company's research and development operations are primarily located in
Israel and may be affected by economic, political and military conditions in
that country. The Company's business is also dependent on trading
relationships between Israel and other countries. Accordingly, the Company's
operations could be adversely affected if major hostilities involving Israel
should occur or if trade between Israel and its current trading partners were
interrupted or curtailed. The Company benefits from various policies of the
government of Israel, including reduced taxation and special subsidy programs,
designed to stimulate economic activity, particularly the high technology
industry in that country. The Company's operations also benefit from the
availability of highly skilled and relatively low cost scientific and
technical personnel in Israel. As a condition of its receipt of funds for
various research and development projects conducted under programs sponsored
by the government of Israel, the Company has agreed that products resulting
from these projects may not be manufactured, nor may the technology developed
in the projects be transferred, outside of Israel without government consent.

ITEM 2. PROPERTIES

  The Company is headquartered in Sunnyvale, California. In August of 1997,
the Company purchased a 55,000 square foot building, into which it relocated
during the first quarter of 1998.

  The Company's research and development activities are conducted by the
Company's subsidiary in Israel, where that subsidiary leases approximately
23,800 square feet under a lease that expires in December 2000. In addition,
in 1995, the Company purchased land in Israel where construction of a new
research and development facility is currently underway.

  The Company's field sales and support operations occupy leased facilities in
13 locations in the United States, one location in Canada, three locations in
Europe, and four locations in the Pacific Rim. The Company believes that its
existing facilities are adequate for its current needs and that additional
space will be available as needed.

ITEM 3. LEGAL PROCEEDINGS

  There are presently pending no legal proceedings, other than routine
litigation incidental to the Company's business, to which the Company is a
party or to which any of its properties is subject.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

  No matters were submitted during the fourth quarter of 1997 to a vote of the
holders of Mercury Interactive Corporation's Common Stock through the
solicitation of proxies or otherwise.


                                      10
<PAGE>

                                    PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

MARKET FOR COMMON STOCK

  Mercury Interactive Corporation Common Stock is traded on the Nasdaq
National Market tier of The Nasdaq Stock Market under the symbol MERQ. The
following table lists the high and low sales price since January 1, 1996:

<TABLE>
<CAPTION>
                                                                   HIGH   LOW
                                                                  ------ ------
   <S>                                                            <C>    <C>
   1997:
   First quarter ended March 31.................................. $14.75 $ 9.75
   Second quarter ended June 30.................................. $17.75 $10.31
   Third quarter ended September 30.............................. $23.88 $14.25
   Fourth quarter ended December 31.............................. $26.75 $19.50
   1996:
   First quarter ended March 31.................................. $24.00 $14.00
   Second quarter ended June 30.................................. $23.75 $11.25
   Third quarter ended September 30.............................. $16.00 $11.25
   Fourth quarter ended December 31.............................. $19.25 $ 9.75
</TABLE>

  The trading price of the Company's Common Stock is subject to wide
fluctuations in response to quarterly variations in operating results,
announcements of technological innovations or new products by the Company or
its competitors, as well as other events or factors. In addition, the stock
market has from time to time experienced extreme price and volume fluctuations
that have particularly affected the market price of many high technology
companies and that often have been unrelated to the operating performance of
these companies. These broad market fluctuations may adversely affect the
market price of the Company's Common Stock.

HOLDERS OF RECORD

  On February 28, 1998, there were approximately 5,500 holders of record of
Mercury Interactive Corporation Common Stock.

DIVIDENDS

  The Company paid no dividends during fiscal 1997. The Company intends to
retain earnings for use in its business and does not anticipate paying any
cash dividends in the foreseeable future.

                                      11
<PAGE>

ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA

<TABLE>
<CAPTION>
                                             YEAR ENDED DECEMBER 31,
                                    -------------------------------------------
                                      1997     1996     1995     1994    1993
                                    -------- -------- --------  ------- -------
                                     (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S>                                 <C>      <C>      <C>       <C>     <C>
Statements of Operations Data:
Revenue:
  License.......................... $ 56,683 $ 43,270 $ 32,765  $20,270 $11,830
  Service..........................   20,017   11,280    6,685    3,180   1,170
                                    -------- -------- --------  ------- -------
    Total revenue..................   76,700   54,550   39,450   23,450  13,000
                                    -------- -------- --------  ------- -------
Cost of revenue:
  License..........................    4,351    3,419    2,626    1,594   1,637
  Service..........................    6,225    3,240    1,887      872     364
                                    -------- -------- --------  ------- -------
    Total cost of revenue..........   10,576    6,659    4,513    2,466   2,001
                                    -------- -------- --------  ------- -------
Gross profit.......................   66,124   47,891   34,937   20,984  10,999
                                    -------- -------- --------  ------- -------
Operating expenses:
  Research and development, net....   10,933    9,396    6,523    4,285   2,013
  Write off of in-process research
   and development and related
   expenses........................    5,500      --     7,700      --      --
  Marketing and selling............   36,804   29,360   21,361    9,576   6,781
  General and administrative.......    6,362    4,113    3,911    2,531     996
  Settlement of litigation.........      --     2,600    2,000      --      --
                                    -------- -------- --------  ------- -------
    Total operating expenses.......   59,599   45,469   41,495   16,392   9,790
                                    -------- -------- --------  ------- -------
Income (loss) from operations......    6,525    2,422   (6,558)   4,592   1,209
Other income, net..................    3,109    3,361    2,277    1,348     209
                                    -------- -------- --------  ------- -------
Income (loss) before provision for
 income taxes......................    9,634    5,783   (4,281)   5,940   1,418
Provision for income taxes.........    2,927    1,157      970      891      56
                                    -------- -------- --------  ------- -------
Net income (loss).................. $  6,707 $  4,626 $ (5,251) $ 5,049 $ 1,362
Net income (loss) per share
 (basic)........................... $   0.41 $   0.29 $  (0.38) $  0.40 $  0.37
Net income (loss) per share
 (diluted)......................... $   0.39 $   0.28 $  (0.38) $  0.38 $  0.13
Weighted average common shares
 (basic)...........................   16,373   15,908   13,947   12,610   3,645
Weighted average common shares
 (diluted).........................   17,104   16,563   13,947   13,337  10,130
<CAPTION>
                                                   DECEMBER 31,
                                    -------------------------------------------
                                      1997     1996     1995     1994    1993
                                    -------- -------- --------  ------- -------
<S>                                 <C>      <C>      <C>       <C>     <C>
Balance Sheet Data:
  Working capital.................. $ 88,739 $ 78,082 $ 75,475  $33,722 $31,069
  Total assets.....................  143,410  117,489  112,820   49,594  41,733
  Stockholders' equity.............  112,987   99,039   92,616   39,167  33,003
</TABLE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

  This Management's Discussion and Analysis of Financial Condition and Results
of Operations contains descriptions of the Company's expectations regarding
future trends affecting its business. These forward looking statements and
other forward looking statements made elsewhere in the document are made in
reliance upon the safe harbor provision of the Private Securities Litigation
Reform Act of 1995. Please read the section below titled "Factors that may
affect future results" to review conditions which the Company believes could
cause actual results to differ materially from those contemplated by the
forward looking statements. Forward looking

                                      12
<PAGE>

statements include, but are not limited to, those items identified with a
footnote symbol. The Company undertakes no obligation to update the
information contained herein.

  The following table sets forth, as a percentage of revenue, certain
consolidated statement of operations data for the periods indicated (after
giving effect to rounding). These operating results are not necessarily
indicative of the results for any future period.

<TABLE>
<CAPTION>
                                                                  YEAR ENDED
                                                                 DECEMBER 31,
                                                                ----------------
                                                                1997  1996  1995
                                                                ----  ----  ----
<S>                                                             <C>   <C>   <C>
Revenue:
  License......................................................  74%   79%   83%
  Service......................................................  26    21    17
                                                                ---   ---   ---
    Total Revenue.............................................. 100   100   100
                                                                ---   ---   ---
Cost of revenue:
  License......................................................   6     6     7
  Service......................................................   8     6     4
                                                                ---   ---   ---
    Total cost of revenue......................................  14    12    11
                                                                ---   ---   ---
Gross margin...................................................  86    88    89
                                                                ---   ---   ---
Operating expenses:
  Research and development, net................................  14    17    17
  Write off of in-process research and development and related
   expenses....................................................   7   --     19
  Marketing and selling........................................  48    54    54
  General and administrative...................................   8     7    10
  Settlement of litigation..................................... --      5     5
                                                                ---   ---   ---
    Total operating expenses...................................  77    83   105
                                                                ---   ---   ---
Income (loss) from operations..................................   9     5   (16)
Other income, net..............................................   4     6     5
                                                                ---   ---   ---
Income (loss) before provision for income taxes................  13    11   (11)
                                                                ---   ---   ---
Provision for income taxes.....................................   4     2     2
                                                                ---   ---   ---
Net income (loss)..............................................   9%    9%  (13)%
                                                                ---   ---   ---
</TABLE>

 Revenue

  License revenue increased to $56.7 million in 1997 from $43.3 million in
1996 and $32.8 million in 1995. The Company's growth in license revenue is
attributable primarily to growth in license fees from the WinRunner and
LoadRunner products, as well as sales of TestDirector. License revenue also
benefited from the Company's ongoing expansion into alternate distribution
channels, such as referral partners, systems integrators and value added
resellers. Revenue generated through alternate channels represented
approximately 47% in 1997, 43% in 1996 and 23% in 1995.

  Service revenue increased to $20.0 million or 24% of total revenue in 1997
from $11.3 million or 21% of total revenue in 1996 and $6.7 million or 17% of
total revenue in 1995. This increase in service revenue in 1997 compared to
1996 and 1995 is primarily due to the renewal of maintenance contracts and an
increase in training and consulting revenue. The Company expects that service
revenues will continue to increase in absolute dollars as long as the
Company's customer base continues to grow./1/

--------
/1/ Forward looking statement


                                      13
<PAGE>

  International revenue represented 36%, 33% and 24% of total revenue in 1997,
1996 and 1995, respectively. The increase in international revenue, as a
percentage of total revenue, resulted primarily from increased marketing and
sales efforts in Europe. The Company expects international revenue to continue
to increase in absolute dollars, and, to a lesser extent, as a percentage of
revenue in the future; however, achievement of these results cannot be
assured./1/

 Cost of revenue

  License cost of revenue, as a percentage of license revenue, was 8% in 1997,
1996 and 1995. License cost of revenue includes cost of production personnel,
product packaging and amortization of capitalized software development costs.

  Service cost of revenue, as a percentage of service revenue, increased to
31% in 1997 from 29% in 1996 and 28% in 1995. Service cost of revenue consists
primarily of costs of providing customer technical support, training and
consulting. The increased cost in 1997 reflects increased outsourcing of
training and consulting activities.

 Research and development

  For the year ended December 31, 1997, research and development, net expense
was $10.9 million, or 14% of total revenue, an increase from $9.4 million, or
17% of total revenue in 1996, and $6.5 million, or 17% of total revenue in
1995. The increase in spending reflects increased personnel costs offset, in
1997, by a foreign currency translation benefit on costs incurred in Israel.

  In September of 1997, the Company acquired certain technologies from Dixon
Software Technology which will be integrated into its future generations of
load-testing products. As a result of this purchase in the third quarter of
1997, the Company recorded a one-time charge for write off of in-process
research and development and related costs of $5.5 million. In May of 1995,
the Company acquired Blue Lagoon Software and, in December of 1995, the
Company acquired EBY Semantica, both developers of client/server technologies.
(See Note 8 to Notes to Consolidated Financial Statements.) As a result of
these acquisitions, during 1995 the Company recorded non-recurring charges
totaling $7.7 million, comprised of write off of in-process research and
development and obsolete technology totaling approximately $6.3 million and
$650,000, respectively, as well as approximately $750,000 of related incentive
compensation payments.

  Research and development expense for each of the three years ended December
31, 1997, 1996 and 1995 is net of research grants received by the Company from
the government of Israel, and includes royalty expense for obligations to the
government of Israel for sales of products developed under government-funded
research. The Company obtained grants from the Office of the Chief Scientist
in the Israeli Ministry of Industry and Trade ("the Chief Scientist") in the
amounts of $2.0 million, $1.8 million and $1.6 million in 1997, 1996 and 1995,
respectively. In 1996, the Company also received a grant in the amount of
$391,000 from the Israel-U.S. Binational Industrial Research and Development
Foundation ("BIRD-F"). The Company is not obligated to repay these grants;
however, it has agreed to pay royalties at rates ranging from 2% to 5% of
product sales resulting from the research, up to the amount of the grants
obtained and for certain grants up to 150% of the grants obtained. Royalty
expense under these agreements amounted to approximately $1.6 million, $1.1
million and $1.4 million for the years ended December 31, 1997, 1996 and 1995,
respectively. As of December 31, 1997, the Company is committed to pay, if and
when earned, $3.6 million in additional royalties for Chief Scientist grants
and $700,000 for the BIRD-F grants.

  The Company capitalized $500,000, $1.3 million and $885,000 of software
development costs during the years ended December 31, 1997, 1996 and 1995,
respectively. Amortization charges included in cost of license revenues were
$600,000 and $300,000 in 1997 and 1996, respectively. No amortization was
recorded by the Company through 1995. In conjunction with the technology
acquisition in 1997 and the Blue Lagoon and Semantica acquisitions in 1995,
the Company wrote-off approximately $250,000 and $450,000 of capitalized
development costs as obsolete in the years ended December 31, 1997 and 1995,
respectively. At December 31, 1997 and 1996 the Company had a net balance of
capitalized software development costs of $1.2 million and $1.5 million,
respectively.
--------
/1/ Forward looking statement


                                      14
<PAGE>

  The Company intends to continue making significant expenditures on research
and development to develop new products and expand the platforms and operating
systems on which its products are offered./1/ While the Company believes that
these current research and development expenditures will be beneficial in the
long term development of its business, there can be no assurances that the
development of products will be successful or will not be rendered obsolete by
future technology acquisitions or development./1/ Research and development
expenditures are incurred substantially in advance of related revenue and in
some cases do not result in the generation of revenue.

 Marketing and selling

  Marketing and selling expenses were $36.8 million in 1997, compared to $29.4
million in 1996 and $21.4 million in 1995. The 1995 expense included
approximately $1.2 million related to the acquisition of Blue Lagoon and
Semantica (principally, special incentive payments to management and write-off
of fixed assets), and $900,000 for severance payments to employees related to
restructuring of the Company's international operations.

  The increase in expenses in 1997 as compared to 1996 was primarily due to a
$3.4 million increase in commission expense attributable to the higher revenue
level. Other personnel-related costs, including salaries, benefits and travel,
increased $3.7 million, reflecting the growth in sales headcount from 113 to
152. Excluding the non-recurring expenses of 1995, the increase in expenses in
1996 as compared to 1995 includes approximately $7.6 million in additional
sales costs, primarily for increased headcount, commissions, facilities and
sales infrastructure, as well as $2.9 million in additional marketing costs
for advertising, marketing communications, seminars and trade shows.

 General and administrative

  General and administrative expense increased to $6.4 million, or 8% of total
revenue in 1997, from $4.1 million, or 7% of total revenue in 1996 and $3.9
million, or 10% of total revenue in 1995. The increase in 1997 reflects
primarily increased personnel and information systems expense.

 Other income, net

  Other income, net consists primarily of interest income and foreign exchange
gains and losses. The decrease in other income, net to $3.1 million in 1997
from $3.4 million in 1996 is due primarily to foreign exchange losses. (See
Note 2 to Notes to Consolidated Financial Statements) The significant increase
in other income, net in 1996 from $2.3 million in 1995 relates to increased
interest income which resulted from the investment of the proceeds from the
Company's second public offering of Common Stock in August 1995.

 Provision for income taxes

  The Company participates in special programs sponsored by the government of
Israel relating to taxation, contributing to significantly lower income tax
expense than expected based on the U.S. federal income tax rate. Provisions in
future years will depend upon the mix of worldwide income and the tax rates in
effect for various tax jurisdictions.

  In the 1997 tax provision, the Company has not fully recognized the tax
benefit associated with the write off of purchased in-process technology and
related expenses because realization of the future tax benefit is uncertain.
The tax provision for 1995 reflected U.S. and foreign taxes after
consideration of non-deductible charges related to the Blue Lagoon and
Semantica acquisitions.

 Net income (loss)

  The Company reported net income of $6.7 million in 1997, compared to net
income of $4.6 million in 1996 and a net loss of $5.3 million in 1995. The
results of operations were impacted by the $5.5 million purchase of technology
and related expenses in 1997, and by the Blue Lagoon and Semantica
acquisitions and related non-
--------
/1/ Forward looking statement

                                      15
<PAGE>

recurring events in 1995, discussed above. The Company's operating expenses
are based in part on its expectations of future revenues, and expenses are
generally incurred in advance of revenues. The Company plans to continue to
expand and increase its operating expenses to support anticipated revenue
growth./1/ If revenues do not materialize in a quarter as expected, the
Company's results from operations for that quarter are likely to be materially
adversely affected. Results of operations may be disproportionately affected
by a reduction in revenues because only a small portion of the Company's
expenses varies with its revenues.

 Inflation

  Inflation has not had a significant impact on the Company's operating
results to date.

FACTORS THAT MAY AFFECT FUTURE RESULTS

  The Company operates in a dynamic and rapidly changing environment that
involves numerous risks and uncertainties. The following section lists some,
but not all, of those risks and uncertainties which may have a material
adverse effect on the Company's business, financial condition or results of
operations.This section should be read in conjunction with the audited
Consolidated Financial Statements and Notes thereto included in this Annual
Report on Form 10-K. The Company has identified certain forward looking
statements in the Management's Discussion and Analysis of Financial Condition
and Results of Operations with a footnote/1/ symbol. The Company may also make
oral forward looking statements from time to time. Actual results may differ
materially from those projected in any such forward looking statements due to
a number of factors, including those set forth below and elsewhere in this
Form 10-K.

  The market for software products is generally characterized by rapidly
changing technology, frequent new product introductions and changes in
customer requirements, which can render existing products obsolete or
unmarketable. The Company believes that a major factor in its future success
will be its ability to continue to develop and introduce in a timely and cost-
effective manner enhancements to its existing products and new products that
will gain market acceptance. There can be no assurance that the Company will
be able to identify, develop, manufacture, market or support new products or
enhancements successfully, that any such new products or enhancements will
gain market acceptance, or that the Company will be able to respond
effectively to technological changes. There can be no assurance that the
Company will not encounter technical or other difficulties that could delay
introduction of new products in the future. If the Company is unable to
introduce new products or enhancements and respond to industry changes on a
timely basis, its business could be materially adversely affected.

  The market for the automated software testing products is relatively new and
undeveloped. Marketing and sales techniques in the automated software testing
marketplace, as well as the basis for competition, are not well established.
There can be no assurance that a significant market for automated software
testing products will be developed or that the Company's products will be
accepted in any expanded market. Although the Company believes that the
current trend toward increased use of automated software testing will
continue, a majority of software testing is still carried out manually, and
there can be no assurance that the automated software market will enjoy
continued growth./1/

  The Company's current products and products under development are limited in
number and concentrated exclusively in the software testing market. The life
cycles of the Company's products are difficult to estimate due, in large
measure, to the recent emergence of the Company's market as well as the
unknown future effect of product enhancements and competition. Price
reductions or declines in demand for the Company's software testing products,
whether as a result of competition, technological change or otherwise, would
have a material adverse effect on the Company's results of operations or
financial position.

  The Company may from time to time experience significant fluctuation in
quarterly operating results due to a variety of factors. Such fluctuations in
quarterly operating results may occur in the future due to many factors, some
of which are outside of the Company's control. Products are generally shipped
as orders are received, and,
--------
/1/ Forward looking statement

                                      16
<PAGE>

consequently, quarterly sales and operating results depend primarily on the
volume and timing of orders received during the quarter, which are difficult
to forecast. In particular, the Company has historically received a
substantial portion of its orders at the end of a quarter, up to the last few
days of a quarter. If an unanticipated order shortfall occurs at the end of a
quarter, the Company's operating results for the quarter could be materially
adversely affected. In addition, product orders are affected by the buying
patterns of customers. The buying trends of customers are further impacted by
internal budgetary considerations relating to Year 2000 remediation efforts. A
significant portion of the Company's operating expenses are relatively fixed,
and planned expenditures are based on sales forecasts. All of the foregoing
may result in unanticipated quarterly earning shortfalls or losses.
Accordingly, the Company believes that period-to-period comparisons of its
results of operations are not necessarily meaningful and should not be relied
upon as indications of future performance.

  The market for software products, in general, is highly competitive. The
Company continues to face direct competition from established and emerging
companies, both publicly and privately-held. In the past year, a number of the
Company's competitors have been consolidated through acquisitions and may have
significantly greater resources than the Company. There could be a material
adverse effect on the Company's results of operations or financial position if
any of the major software manufacturers, which have significantly greater
resources than the Company, decided to devote substantial resources to
entering the software testing market or if there is an increase in developing
testing utilities internally by the Company's customers or potential
customers. A variety of external and internal factors could materially
adversely affect the Company's ability to compete. These include the relative
functionality, price, performance and reliability of the products offered by
the Company and its competitors, the timing and success of new product
development or enhancement efforts of the Company and its competitors, and the
effectiveness of the marketing efforts of the Company and its competitors.
There can be no assurance that the Company will be able to compete
successfully in the future or that competitive pressures will not materially
adversely affect the Company's business.

  Sales to customers located outside the United States have historically
accounted for a significant percentage of revenue and the Company anticipates
that such sales will continue to be a significant percentage of the Company's
total revenue./1/ Accordingly, such factors as currency fluctuations,
political and economic instability and trade restrictions could have a
negative impact on the Company's financial performance.

  Certain of the Company's sales are made in currencies other than the U.S.
Dollar and its financial results are reported in U.S. Dollars. Fluctuations in
the rates of exchange between the U.S. Dollar and other currencies may have a
material adverse effect on the Company's results of operations and financial
position. To date, the Company has not hedged to any significant extent
against currency translation risks.

  As part of its growth strategy, the Company may, from time to time, acquire
or invest in complementary businesses, products or technologies. While there
are currently no commitments with respect to any particular acquisition or
investment, the Company's management frequently evaluates the strategic
opportunity available related to complimentary businesses, products or
technologies. The process of integrating an acquired company's business into
the Company's operations may result in unforeseen operating difficulties and
expenditures and may absorb significant management attention that would
otherwise be available for the ongoing development of the Company's business.
Moreover, there can be no assurance that the anticipated benefits of any
acquisition or investment will be realized. Future acquisitions or investments
by the Company could result in potentially dilutive issuances of equity
securities, the incurrence of debt and contingent liabilities, amortization
expenses related to goodwill and other intangible assets, any of which could
materially adversely affect the Company's operating results and financial
condition.

  During the year ended December 31, 1997, the Company acquired certain
technologies which will be integrated into its next version of load-testing
products. As a result of this purchase, the Company's results of operations
for the year ended December 31, 1997 included a write-off of in-process
research and development expense and related charges of $5.5 million. There
can be no assurance that the Company will be successful in its efforts to
integrate the acquired technologies or will not incur additional charges in
subsequent quarters to
--------
/1/ Forward looking statement

                                      17
<PAGE>

reflect costs associated with the acquisition. Although the Company believes
the acquisition of technology described above is in the best interest of the
Company and its stockholders, there are significant risks involved with this
transaction, including, but not limited to, difficulties or delays in
achieving product and technology integration benefits and difficulties in
maintaining revenue levels during the transition to new products.

  Since its inception, the Company has obtained royalty-bearing grants from
various Israeli government agencies, and the Company expects to receive
additional grants in the future./1/ Forward looking statement Any such grants
will likely decline as a percentage of gross research and development spending
and there can be no assurance that the Company will receive any such grants.
Termination or substantial reduction of such grants or changes in revenue
classification could have a material adverse effect on the Company. The terms
of certain grants prohibit the manufacture of products developed under these
grants outside of Israel and the transfer of technology developed pursuant to
the terms of these grants to any person, without the prior written consent of
the government of Israel. As a result, if the Company is unable to obtain the
consent of the government of Israel, the Company may not be able to take
advantage of strategic manufacturing and other opportunities outside of
Israel.

  Since 1991, the Company has experienced significant annual increases in
revenue. This growth has placed, and if it continues will place, a significant
strain on the Company's management, resources and operations. To accommodate
its recent growth, the Company is implementing a variety of new or expanded
business and financial systems, procedures and controls, including the
improvement of its accounting and other internal management systems. There can
be no assurance that the implementation of such systems, procedures and
controls can be completed successfully, or without disruption of the Company's
operations. If the Company's growth continues, the Company will be required to
hire and integrate substantial numbers of new employees. The market has become
increasingly competitive both in the United States and Israel and may require
the Company to pay higher salaries. The Company's failure to manage growth
effectively could have a material adverse effect on the Company's results of
operations or financial position.

  The Company's success depends to a significant extent on the performance of
its senior management and certain key employees. Competition for highly
skilled employees, including sales, technical and management personnel, is
intense in the computer industry. The Company's failure to attract additional
qualified employees or to retain the services of key personnel could
materially adversely affect the Company's business.

  The Company currently relies on a combination of trademark, copyright and
trade secret laws and contractual provisions to protect its proprietary rights
in its products. The Company presently has no registered copyrights. The
Company holds three patents for elements contained in certain of its products,
and it has filed several other U.S. and foreign patent applications on various
elements of its products. There can be no assurance that any of the Company's
patent applications will result in an issued patent or that, if issued, such
patent would be upheld if challenged. There can be no assurance that the
Company's competitors will not independently develop technologies that are
substantially equivalent or superior to the Company's technology. There can
also be no assurance that the measures taken by the Company to protect its
propriety rights will be adequate to prevent misappropriation of the
technology or independent development by others of similar technology. In
addition, the laws of various countries in which the Company's products may be
sold may not protect the Company's products and intellectual property rights
to the same extent as the laws of the United States. There can be no assurance
that third parties will not assert intellectual property infringement claims
against the Company or that any such claims will not require the Company to
enter into royalty or cross-license arrangements or result in costly
litigation.

  In selling its products, the Company frequently relies on "shrink wrap"
licenses that are not signed by licensees. The provisions in such licenses
limiting the Company's exposure to potential product liability claims may
therefore be unenforceable under the laws of certain jurisdictions. Although,
the Company carries errors and omissions insurance against such claims, there
can be no assurance that such insurance will continue to be available on
acceptable terms, if at all, or that such insurance will provide the Company
with adequate protection
--------
/1/ Forward looking statement

                                      18
<PAGE>

against any such claims. Although the Company has not experienced any product
liability claims to date, the sale and support of products by the Company may
entail the risk of such claims. A significant product liability claim against
the Company could have a material adverse effect upon the Company's business,
financial condition and results of operations.

  The Company's stock price, has been and will continue to be, subject to
significant volatility. Past financial performance should not be considered a
reliable indicator of future performance, and investors should not use
historical trends to anticipate results or trends in future periods. If
revenues or earnings in any quarter fail to meet expectations of the
investment community, there could be an immediate and significant impact on
the Company's stock price. In addition, the Company's stock price may be
affected by broader market trends that may be unrelated to the Company's
performance.

  The approach of Year 2000 presents significant issues for many computer
systems, since much of the software in use today may not accurately process
data beyond 1999. The Company has recently implemented new information systems
and accordingly does not anticipate any internal Year 2000 issues from its own
information systems, databases or programs./1/ However, the Company could be
adversely impacted by Year 2000 issues faced by major distributors, suppliers,
customers, vendors and financial service organizations with which the Company
interacts. The Company is currently taking steps to address the impact, if
any, of the Year 2000 issue on the operations of the Company. There can be no
assurances that the Company will be able to detect all potential failures of
the Company's and/or third parties' computer systems. A significant failure of
the Company's or a third party's computer system could have a material adverse
effect on the Company's business, financial condition and result of
operations.

  The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the recorded amounts of assets and liabilities,
disclosure of those assets and liabilities at the date of the financial
statements and the recorded amounts of expenses during the reporting period. A
change in the facts and circumstances surrounding these estimates could result
in a change to the estimates and impact future operating results.

LIQUIDITY AND CAPITAL RESOURCES

  At December 31, 1997, the Company's principle source of liquidity consisted
of $92.3 million of cash and investments as compared with $80.0 million and
$85.7 million at December 31, 1996 and 1995, respectively. The December 31,
1997 balance included $75.5 million short term and $3.8 million long-term
investments in high quality government and corporate securities.

  During 1997, the Company generated $17.1 million net cash from operating
activities, compared with cash used for operating activities of $1.6 million
in 1996 and net cash provided by operating activities of $2.1 million in 1995.
The increase in 1997 was primarily due to an increase in net income, excluding
the write off of in-process research and development and an increase in
deferred revenue, partially offset by an increase in accounts receivable. The
decrease in 1996 compared with 1995 was due primarily to payment of
litigation, acquisition and restructuring costs accrued during 1996.

  The Company's primary investing activities were purchases of property and
equipment and capitalization of software development costs, which totaled to
$12.3 million, $5.9 million and $7.8 million in 1997, 1996 and 1995,
respectively. Purchases of property and equipment in 1997 included $7.3
million for the Company's new headquarters building in Sunnyvale, California,
and $1.8 million to begin construction of a new facility in Israel. During the
first quarter of 1998, the Company spent approximately $1.5 million to
complete renovation of the building. The Company expects to spend an
additional $8.0 million to complete construction of the Israel facility and
will relocate its Israel subsidiary in 1999.

  The Company's primary financing activity consisted of issuances of common
stock under the Employee Stock Option and Stock Purchase Plans and, in 1995,
completion of the Company's secondary public offering of
--------
/1/ Forward looking statement

                                      19
<PAGE>

Common Stock. Proceeds from issuance of stock under the Employee Stock Option
and Purchase Plans amounted to $5.9 million, $1.9 million and $2.8 million in
1997, 1996 and 1995 respectively. Net proceeds from the secondary public
offering of Common Stock amounted to $53.7 million.

  Assuming there is no significant change in the Company's business, the
Company believes that its current cash and investment balances and cash flow
from operations, will be sufficient to fund the Company's cash needs for at
least the next twelve months./1/

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

  Financial statements required pursuant to this Item are presented beginning
on page F-1 of this report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

  During the twenty-four month period preceding December 31, 1997, the Company
neither changed accountants nor had disagreements with its accountants on any
matter of accounting principles or practices, financial statement disclosure
or auditing scope and procedures.




--------
/1/ Forward looking statement

                                      20
<PAGE>

                                   PART III

  Certain information required by Part III is omitted from this Annual Report
on Form 10-K because the Company will file a definitive proxy statement within
120 days after the end of its fiscal year pursuant to Regulation 14A (the
"Proxy Statement") for its Annual Meeting of Stockholders, currently scheduled
for May 20, 1998, and the information included in the Proxy Statement is
incorporated herein by reference.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

  The information concerning the Company's officers required by this Item is
incorporated by reference to the section of Part I of this Annual Report
entitled "Item 1. Business--Personnel." The information concerning the
Company's directors required by this Item is incorporated by reference to the
information under the heading "Election of Directors--Nominees" in the
Company's Proxy Statement.

ITEM 11. EXECUTIVE COMPENSATION

  The information required by this Item is incorporated by reference to the
Company's Proxy Statement under the heading "Executive Compensation."

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

  The information required by this Item is incorporated by reference to the
Company's Proxy Statement under the heading "Security Ownership of Certain
Beneficial Owners and Management."

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

  The information required by this Item is incorporated by reference to the
Company's Proxy Statement under the heading "Certain Transactions."

                                      21
<PAGE>

                                    PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

  (a) The following documents are filed as a part of this report:

    1. Financial Statements. The following financial statements of Mercury
  Interactive Corporation are filed as a part of this report:

<TABLE>
<CAPTION>
                                                                           PAGE
                                                                           ----
   <S>                                                                     <C>
   Report of Independent Accountants...................................... F-1
   Consolidated Balance Sheets at December 31, 1997 and 1996.............. F-2
   Consolidated Statements of Operations for the years ended December 31
    1997, 1996 and 1995................................................... F-3
   Consolidated Statements of Stockholders' Equity for the years ended
    December 31, 1997, 1996 and 1995...................................... F-4
   Consolidated Statements of Cash Flows for the years ended December 31,
    1997, 1996 and 1995................................................... F-5
   Notes to Consolidated Financial Statements............................. F-6
</TABLE>

    2. Schedules

  The following financial statement schedule is filed as part of this Form 10-
K:

  Schedule II--Valuation and Qualifying Accounts for the Three Years Ended
December 31, 1997

    Financial statement schedules not listed above have been omitted because
  they are not applicable or the required information is shown in the
  financial statements or notes thereto.

    3. Exhibits

<TABLE>
 <C>       <S>
  2.1(6)   Agreement and Plan of Reorganization by and among the Company, Blue
           Lagoon Software and David L. Cherin dated April 25, 1995.
  2.2(10)  Share Purchase Agreement between the Company and EBY-Semantica,
           executed December 12, 1995.
  3.3(1)   Certificate of Incorporation of Registrant, as amended and restated
           to date.
  3.4(1)   By-laws of Registrant, as amended to date.
 10.1(1,2) 1989 Stock Option Plan and forms of Incentive Stock Option Agreement
           and Nonstatutory Stock Option Agreement.
 10.2(1)   Form of Directors' and Officers' Indemnification Agreement.
 10.3(1)   Registration and Information Rights Agreement made as of March 13,
           1992.
 10.4(7)   Lease Agreement dated August 19, 1994 between the Registrant, and
           Microtec Research, Inc., covering the property at 470 Potrero
           Avenue, Sunnyvale, California.
 10.5(1)   Lease Agreement dated August 30, 1990 between the Registrant and
           Reuven Down covering the property at 4 Hayotzrim Street, Or Yehudah,
           a suburb of Tel Aviv, Israel (translated from original Hebrew).
 10.7(1)   Consulting Agreement by and between the Registrant and Aryeh
           Finegold, dated March 1, 1992.
 10.8(1)   Agreement by and between Mercury Interactive (Israel) Limited, a
           wholly-owned subsidiary of the Registrant ("Mercury Israel"), and
           the Office of the Chief Scientist in the Ministry of Industry and
           Trade dated February 11, 1991 (translation from original Hebrew).
 10.9(1)   Agreement by and between Mercury Israel and the Office of the Chief
           Scientist in the Ministry of Industry and Trade dated February 10,
           1992 (translation from original Hebrew).
 10.10(1)  Agreement by and between Mercury Israel and the Office of the Chief
           Scientist in the
           Ministry of Industry and Trade dated December 13, 1992 (translation
           from original
           Hebrew).
</TABLE>

                                       22
<PAGE>

<TABLE>
 <C>        <S>
 10.11(1,2) Form of 1993 Employee Stock Purchase Plan and form of Agreements.
 10.12(1)   401(k) Plan.
 10.14(1)   Microsoft Solutions Channel Alliance Agreement dated March 5, 1993
            between Registrant and Microsoft Corporation.
 10.15(2,4) 1994 Directors' Stock Option Plan and form of Agreements.
 10.16(3)   Agreement by and between Mercury Israel and the Office of the Chief
            Scientist in the Ministry of Industry and Trade dated May 5, 1993
            (translation from original Hebrew).
 10.17(3)   Agreement by and between Mercury Israel and the Office of the Chief
            Scientist in the Ministry of Industry and Trade dated June 21, 1993
            (translation from original Hebrew).
 10.18(3)   Agreement by and between Mercury Israel and the Fund for the
            Encouragement of Marketing Abroad in the Ministry of Industry and
            Trade dated February 15, 1993 (translation from original Hebrew).
 10.19(5)   Agreement by and between Mercury Israel and the Office of the Chief
            Scientist in the Ministry of Industry and Trade dated November 13,
            1994 (translation from original Hebrew).
 10.20(5)   Agreement by and between Mercury Israel and the Office of the Chief
            Scientist in the Ministry of Industry and Trade dated November 13,
            1994 (translation from original Hebrew).
 10.21(7)   Agreement by and between Mercury Israel and the Fund for the
            Encouragement of Marketing Abroad in the Ministry of Industry and
            Trade dated January 1, 1996 (translation from original Hebrew).
 10.22(7)   Agreement by and between Mercury Israel and the Office of the Chief
            Scientist in the Ministry of Industry and Trade dated September 30,
            1995 (translation from original Hebrew).
 10.23(7)   Agreement by and between Mercury Israel and the Office of the Chief
            Scientist in the Ministry of Industry and Trade dated September 30,
            1995 (translation from original Hebrew).
 10.24(8)   Preferred Share Purchase Rights Agreement.
 10.25(9)   1996 Supplemental Stock Plan.
 10.26(11)  Purchase Agreement between Mercury Interactive Corporation and
            Dixon Software Technology dated September 30, 1997.
 10.27(11)  Purchase and Sale Agreement and Joint Escrow Instructions by and
            between Mercury Interactive Corporation and M. C. Securities, LLC
            dated July 1, 1997.
 21.1       Subsidiaries of Registrant.
 23.1       Consent of Independent Accountants.
 24.1       Power of Attorney (see page 25).
 27.1       Financial Data Schedule
</TABLE>
--------
 (1) Incorporated by reference to identically numbered exhibits filed in
     response to Item 16(a), "Exhibits," of the Registrant's Registration
     Statement on Form S-1, as amended (File No. 33-68554), which was declared
     effective on October 29, 1993.
 (2) Designates management contract or compensatory plan arrangements required
     to be filed as an exhibit of this Annual Report on Form 10-K.
 (3) Exhibits 10.16, 10.17 and 10.18 are incorporated by reference to Exhibits
     10.1, 10.2 and 10.3, respectively, filed with the Form 10-Q for the three
     month period ended March 31, 1994.
 (4) Incorporated by reference to identically numbered exhibits filed with the
     Form 10-Q for the three month period ended September 30, 1994.
 (5) Incorporated by reference to identically numbered exhibits filed with the
     Form 10-K for the year ended December 31, 1994.
 (6) Incorporated by reference to the identically numbered exhibit to the
     Company's Registration Statement on Form S-3, No. 33-95066, filed with
     the Securities and Exchange Commission on July 27, 1995.
 (7) Incorporated by reference to the identically numbered exhibit filed with
     the Form 10-K for the year ended December 31, 1995.
 (8) Incorporated by reference to the Exhibit 1 to the Company's Form 8-A,
     filed with the Securities and Exchange Commission on July 9, 1996.

                                      23
<PAGE>

 (9) Incorporated by reference to Exhibit 4.2 to the Company's Registrations
     Statement of Form S-8, No. 333-09913, filed with the Securities and
     Exchange Commission on August 9, 1996.
(10) Incorporated by reference to Exhibit 2.2, filed with the Company's Form
     10-K for the year ended December 31, 1996.
(11) Exhibits 10.26 and 10.27 are incorporated by reference to Exhibits 10.1
     and 10.2, respectively, filed with the Form 10-Q for the three month
     period ended September 30, 1997.

  (b) Reports on Form 8-K

  No report on Form 8-K was filed during the fourth quarter of the year ended
December 31, 1997.


                                      24
<PAGE>

                                  SIGNATURES

  PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT, MERCURY INTERACTIVE CORPORATION, A
CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE,
HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED.

                                          Mercury Interactive Corporation

Dated: March 20, 1998
                                                    /s/ Sharlene Abrams
                                          By___________________________________
                                            SHARLENE ABRAMS, VICE PRESIDENT OF
                                                FINANCE AND ADMINISTRATION,
                                                CHIEF FINANCIAL OFFICER AND
                                                         SECRETARY

                               POWER OF ATTORNEY

  KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints jointly and severally, Aryeh Finegold and/or
Sharlene Abrams and each one of them, his or her attorneys-in-fact, each with
the power of substitution, for him or her in any and all capacities, to sign
any and all amendments to this Annual Report on Form 10-K and to file the
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 attorneys-in-fact, or his or her substitute or substitutes,
may do or cause to be done by virtue hereof.

             SIGNATURES                        TITLE                 DATE

         /s/ Aryeh Finegold            Chairman of the          March 20, 1998
-------------------------------------   Board of Directors
           ARYEH FINEGOLD

          /s/ Amnon Landan             President, Chief         March 20, 1998
-------------------------------------   Executive Officer
            AMNON LANDAN                and Director
                                        (Principal
                                        Executive Officer)

         /s/ Sharlene Abrams           Vice President of        March 20, 1998
-------------------------------------   Finance and
           SHARLENE ABRAMS              Administration,
                                        Chief Financial
                                        Officer (Principal
                                        Financial and
                                        Accounting Officer)
                                        and Secretary

           /s/ Igal Kohavi             Director                 March 20, 1998
-------------------------------------
             IGAL KOHAVI

           /s/ Yair Shamir             Director                 March 20, 1998
-------------------------------------
             YAIR SHAMIR

           /s/ Giora Yaron             Director                 March 20, 1998
-------------------------------------
             GIORA YARON

                                      25
<PAGE>

                       REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders of
Mercury Interactive Corporation

  In our opinion, the consolidated financial statements listed in the index
appearing under Item 14(a)(1) and (2) present fairly, in all material
respects, the financial position of Mercury Interactive Corporation and its
subsidiaries at December 31, 1997 and 1996, and the results of their
operations and their cash flows for each of the three years in the period
ended December 31, 1997, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with generally accepted auditing standards which 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, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for the opinion expressed above.

PRICE WATERHOUSE LLP

San Jose, California
February 4, 1998

                                      F-1
<PAGE>

                        MERCURY INTERACTIVE CORPORATION

                          CONSOLIDATED BALANCE SHEETS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                              DECEMBER 31,
                                                            ------------------
                                                              1997      1996
                                                            --------  --------
<S>                                                         <C>       <C>
ASSETS
Current assets:
  Cash and cash equivalents................................ $ 57,211  $ 44,337
  Short-term investments...................................   31,357    26,686
  Trade accounts receivable (net of allowance for doubtful
   accounts and sales returns of $1,878 and $1,136)........   23,782    18,503
  Government grant and other receivables...................    3,606     3,139
  Inventories..............................................      252       560
  Prepaid expenses and other current assets................    2,954     3,307
                                                            --------  --------
    Total current assets...................................  119,162    96,532
Long-term investments......................................    3,771     8,954
Property and equipment, net................................   19,292    10,413
Deposits and other assets..................................    1,185     1,590
                                                            --------  --------
                                                            $143,410  $117,489
                                                            ========  ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable......................................... $  4,045  $  1,859
  Accrued liabilities......................................   15,411     8,782
  Deferred revenue.........................................   10,967     7,809
                                                            --------  --------
    Total current liabilities..............................   30,423    18,450
                                                            --------  --------
Commitments and contingencies (Note 5)
Stockholders' equity:
  Common Stock, par value $.002 per share, 25,000 shares
   authorized; 16,738 and 16,056 shares issued and
   outstanding.............................................       33        32
  Capital in excess of par value...........................  107,800   100,235
  Cumulative translation adjustment........................     (424)      (99)
  Retained earnings (accumulated deficit)..................    5,578    (1,129)
                                                            --------  --------
    Total stockholders' equity.............................  112,987    99,039
                                                            --------  --------
                                                            $143,410  $117,489
                                                            ========  ========
</TABLE>


  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      F-2
<PAGE>

                        MERCURY INTERACTIVE CORPORATION

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                       YEAR ENDED DECEMBER 31,
                                                       -----------------------
                                                        1997    1996    1995
                                                       ------- ------- -------
<S>                                                    <C>     <C>     <C>
Revenue:
  License............................................. $56,683 $43,270 $32,765
  Service.............................................  20,017  11,280   6,685
                                                       ------- ------- -------
    Total revenue.....................................  76,700  54,550  39,450
                                                       ------- ------- -------
Cost of revenue:
  License.............................................   4,351   3,419   2,626
  Service.............................................   6,225   3,240   1,887
                                                       ------- ------- -------
    Total cost of revenue.............................  10,576   6,659   4,513
                                                       ------- ------- -------
Gross profit..........................................  66,124  47,891  34,937
                                                       ------- ------- -------
Operating expenses:
  Research and development, net.......................  10,933   9,396   6,523
  Write off of in-process research and development and
   related expenses...................................   5,500     --    7,700
  Marketing and selling...............................  36,804  29,360  21,361
  General and administrative..........................   6,362   4,113   3,911
  Settlement of litigation............................      --   2,600   2,000
                                                       ------- ------- -------
    Total operating expenses..........................  59,599  45,469  41,495
                                                       ------- ------- -------
Income (loss) from operations.........................   6,525   2,422  (6,558)
Other income, net.....................................   3,109   3,361   2,277
                                                       ------- ------- -------
Income (loss) before provision for income taxes.......   9,634   5,783  (4,281)
Provision for income taxes............................   2,927   1,157     970
                                                       ------- ------- -------
Net income (loss)..................................... $ 6,707 $ 4,626 $(5,251)
                                                       ======= ======= =======
Net income (loss) per share (basic)................... $  0.41 $  0.29 $ (0.38)
                                                       ======= ======= =======
Net income (loss) per share (diluted)................. $  0.39 $  0.28 $ (0.38)
                                                       ======= ======= =======
Weighted average common shares (basic)................  16,373  15,908  13,947
                                                       ======= ======= =======
Weighted average common shares (diluted)..............  17,104  16,563  13,947
                                                       ======= ======= =======
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
  statements.

                                      F-3
<PAGE>

                        MERCURY INTERACTIVE CORPORATION

                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                            RETAINED
                          COMMON STOCK  CAPITAL IN STOCKHOLDER CUMULATIVE   EARNINGS/
                          ------------- EXCESS OF     LOANS    TRANSLATION ACCUMULATED
                          SHARES AMOUNT PAR VALUE  RECEIVABLE  ADJUSTMENT    DEFICIT    TOTAL
                          ------ ------ ---------- ----------- ----------- ----------- --------
<S>                       <C>    <C>    <C>        <C>         <C>         <C>         <C>
Balance at December 31,
 1994...................  12,776  $26    $ 39,830     $(35)       $(150)     $ (504)   $ 39,167
Stock issued in exchange
 for Blue Lagoon
 Software...............      66  --        1,431      --           --          --        1,431
Issuance of Common Stock
 in secondary public
 offering, net of
 issuance costs of $483    2,408    4      53,714      --           --          --       53,718
Stock issued under stock
 option and employee
 stock purchase plans        478    1       2,766       35          --          --        2,802
Tax benefit related to
 stock options..........     --   --          568      --           --          --          568
Currency translation
 adjustment.............     --   --          --       --           181         --          181
Net loss................     --   --          --       --           --       (5,251)     (5,251)
                          ------  ---    --------     ----        -----      ------    --------
Balance at December 31,
 1995...................  15,728   31      98,309      --            31      (5,755)     92,616
Stock issued under stock
 option and employee
 stock purchase plans...     328    1       1,887      --           --          --        1,888
Tax benefit related to
 stock options..........     --   --           39      --           --          --           39
Currency translation
 adjustment.............     --   --          --       --          (130)        --         (130)
Net income..............     --   --          --       --            --       4,626       4,626
                          ------  ---    --------     ----        -----      ------    --------
Balance at December 31,
 1996...................  16,056   32     100,235      --           (99)     (1,129)     99,039
Stock issued under stock
 option and employee
 stock purchase plans...     682    1       5,866      --           --          --        5,867
Tax benefit related to
 stock options..........     --   --        1,699      --           --          --        1,699
Currency translation
 adjustment.............     --   --          --       --          (325)        --         (325)
Net income..............     --   --          --       --           --        6,707       6,707
                          ------  ---    --------     ----        -----      ------    --------
Balance at December 31,
 1997...................  16,738  $33    $107,800     $--         $(424)     $5,578    $112,987
                          ======  ===    ========     ====        =====      ======    ========
</TABLE>


  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      F-4
<PAGE>

                        MERCURY INTERACTIVE CORPORATION

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                    YEAR ENDED DECEMBER 31,
                                                   ---------------------------
                                                     1997     1996      1995
                                                   --------  -------  --------
<S>                                                <C>       <C>      <C>
Cash flows from operating activities:
  Net income (loss)............................... $  6,707  $ 4,626  $ (5,251)
  Adjustments to reconcile net income (loss) to
   net cash provided by operating activities:
    Depreciation and amortization.................    3,741    3,263     2,156
    Deferred income taxes.........................      270      674      (719)
    Non-cash acquisition and other non-recurring
     charges......................................      --       --      2,255
    Changes in assets and liabilities:
      Trade accounts receivable...................   (7,214)  (6,527)   (4,562)
      Government grant and other receivables......     (730)    (564)     (790)
      Inventories.................................      345      (44)      125
      Other assets................................      513   (1,084)     (830)
      Accounts payable............................    1,800      591      (282)
      Accrued liabilities.........................    6,756   (5,087)   10,689
      Deferred revenue............................    4,936    2,594      (705)
                                                   --------  -------  --------
        Net cash provided by (used in) operating
         activities...............................   17,124   (1,558)    2,086
                                                   --------  -------  --------
Cash flows from investing activities:
  Investment proceeds net.........................      512    4,149   (15,990)
  Acquisition of property and equipment...........  (11,799)  (4,596)   (6,958)
  Capitalization of software development costs....     (500)  (1,340)     (885)
                                                   --------  -------  --------
        Net cash used in investing activities.....  (11,787)  (1,787)  (23,833)
                                                   --------  -------  --------
Cash flows from financing activities:
  Proceeds from issuance of Common Stock, net.....    5,866    1,888    56,520
  Tax benefit associated with exercise of stock
   options........................................    1,699       39       568
                                                   --------  -------  --------
        Net cash provided by financing
         activitiesNet cash provided by financing
         activities...............................    7,565    1,927    57,088
                                                   --------  -------  --------
Effect of exchange rate changes on cash...........      (28)     (95)       44
                                                   --------  -------  --------
Net increase (decrease) in cash...................   12,874   (1,513)   35,385
Cash and cash equivalents at beginning of period..   44,337   45,850    10,465
                                                   --------  -------  --------
Cash and cash equivalents at end of period........ $ 57,211  $44,337  $ 45,850
                                                   ========  =======  ========
SUPPLEMENTAL DISCLOSURE:
Cash paid during the period for income taxes...... $  2,083  $ 1,182  $    838
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      F-5
<PAGE>

                        MERCURY INTERACTIVE CORPORATION

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1--THE COMPANY AND ITS SIGNIFICANT ACCOUNTING POLICIES

  Mercury Interactive Corporation (the "Company"), incorporated in Delaware in
July 1989, develops, markets and supports a family of automated client/server
and Web-based system tools for testing business-critical enterprise
applications.

  The Company operates in one industry segment. See Note 7 for geographic
reporting. No customer accounted for more than 10% of the Company's sales in
1997, 1996 or 1995.

 Basis of presentation

  The Company has a wholly-owned research and development subsidiary
incorporated in Israel and sales subsidiaries in Canada, Europe and the
Pacific Rim for marketing, distribution and support of products. The
consolidated financial statements include the accounts of the Company and its
wholly-owned subsidiaries. All significant intercompany accounts and
transactions have been eliminated.

 Foreign currency translation

  The functional currency of the Company's subsidiary in Israel is the U.S.
dollar. Assets and liabilities in Israel are translated at year-end exchange
rates, except for property and equipment, which is translated at historical
rates. Revenues and expenses are translated at average exchange rates in
effect during the year, except for costs related to those balance sheet items
which are translated at historical rates. Foreign currency translation gains
and losses, which have not been material to date for this subsidiary, are
included in the statement of operations.

  The functional currency of all other subsidiaries are the local currencies.
Accordingly, all assets and liabilities of these subsidiaries are translated
at the current exchange rate at the end of the period and revenues and costs
at average exchange rates in effect during the period. The gains and losses
from translation of these subsidiaries' financial statements are recorded
directly into a separate component of stockholders' equity. Net gains and
losses resulting from foreign exchange transactions were not significant
during any of the periods presented.

 Cash and cash equivalents

  The Company considers all highly liquid debt instruments purchased with a
maturity of three months or less at the date of purchase to be cash
equivalents.

 Short-term and long-term investments

  The Company considers all investments with maturities of less than one year
as of December 31, 1997 to be short-term investments and all investments with
maturities greater than one year to be long-term investments. In accordance
with Statement of Financial Accounting Standards No. 115, "Accounting for
Certain Investments in Debt and Equity Securities," the Company has
categorized its marketable securities as "available for sale" securities. The
investments, which all have contractual maturities of less than two years, are
carried at cost plus accrued interest, which approximated market value for the
entire fiscal year. Realized gains or losses are determined on the specific
identification method and are reflected in other income.

                                      F-6
<PAGE>

                        MERCURY INTERACTIVE CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)


  The portfolio of short and long-term investments (including cash and cash
equivalents) consisted of the following:

<TABLE>
<CAPTION>
                                                                 DECEMBER 31,
                                                                ---------------
     INVESTMENT TYPE                                             1997    1996
     ---------------                                            ------- -------
     <S>                                                        <C>     <C>
     Cash...................................................... $13,087 $10,287
     Debt (state or political subdivision).....................  71,396  57,355
     Money market preferred stock..............................   7,856  12,335
                                                                ------- -------
       Total................................................... $92,339 $79,977
                                                                ======= =======
</TABLE>

 Revenue recognition

  The Company's product revenues are derived from product licensing fees, and
the Company's service revenues are derived from maintenance support services,
training and consulting. Revenue from product licensing fees is recognized
upon shipment and resolution of any material vendor obligations. Products
shipped, for which material vendor obligations exist, are recorded as deferred
revenue. Service revenue from customer maintenance fees for ongoing customer
support and product updates is recognized ratably over the period of the
contract. Payments for maintenance fees are generally made in advance, are
nonrefundable and are classified as deferred revenue. Revenues for training
and consulting services are recognized as the services are provided.

 Inventories

  Inventories are stated at the lower of standard cost, which approximates
actual cost, using the first-in, first-out method, or market.

 Property and equipment

  Property and equipment are stated at cost. Depreciation and amortization are
provided using the straight-line method over the estimated economic lives of
assets, which are three to ten years for office furniture and equipment, three
to five years for computers and related equipment, four to ten years for
leasehold improvements, or the term of the lease, whichever is shorter, and
thirty years for the building.

 Research and development

  In accordance with Statement of Financial Accounting Standards No. 86,
"Accounting for Costs of Computer Software to be Sold, Leased or Otherwise
Marketed," all costs incurred to establish the technological feasibility of a
computer product to be sold, leased or otherwise marketed are expensed as
research and development costs. Costs incurred subsequent to the establishment
of technological feasibility, and prior to the general release of the product
to the public are capitalized. Amortization of capitalized software
development costs is provided on a product-by-product basis using the
straight-line method over the estimated economic life of the products of two
years.

  The Company capitalized $500,000, $1.3 million and $885,000 of software
development costs during the years ended December 31, 1997, 1996 and 1995,
respectively. Amortization charges included in cost of license revenues were
$600,000 and $300,000 in 1997 and 1996, respectively. No amortization was
recorded by the Company through 1995. In conjunction with the technology
acquisition in 1997 and the Blue Lagoon and Semantica acquisitions in 1995,
the Company wrote-off approximately $250,000 and $450,000 of capitalized

                                      F-7
<PAGE>

                        MERCURY INTERACTIVE CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

development costs as obsolete in the years ended December 31, 1997 and 1995,
respectively. At December 31, 1997 and 1996 the Company had a net balance of
capitalized software development costs of $1.2 million and $1.5 million,
respectively.

  Research and development expense for each of the three years ended December
31, 1997, 1996 and 1995 is net of research grants received by the Company from
the government of Israel, and includes royalty expense for obligations to the
government of Israel for sales of products resulting from government-funded
research. The Company obtained grants from the Office of the Chief Scientist
in the Israeli Ministry of Industry and Trade ("the Chief Scientist") in the
amounts of $2.0 million, $2.2 million and $1.6 million in 1997, 1996 and 1995,
respectively. In 1996, the Company also received a grant in the amount of
$391,000 from the Israel-U.S. Binational Industrial Research and Development
Foundation ("BIRD-F"). The Company is not obligated to repay these grants;
however, it has agreed to pay royalties at rates ranging from 2% to 5% of
product sales resulting from the research, up to the amount of the grants
obtained and, for certain grants, up to 150% of the grants obtained. Royalty
expense under these agreements amounted to approximately $1.6 million, $1.1
million and $1.4 million for the years ended December 31, 1997, 1996 and 1995,
respectively. As of December 31, 1997, the Company is committed to pay, if and
when earned, $3.6 million in additional royalties for Chief Scientist grants
and $700,000 for the BIRD-F grants.

 Stock-based compensation

  The Company accounts for stock-based compensation using the intrinsic value
method presented in Accounting Principles Board Opinion (APB) No. 25, "
Accounting for Stock Issued to Employees" and related interpretations. The
Company's policy is to grant options with an exercise price equal to the
quoted market price of the Company' stock on the grant date. Accordingly, no
compensation cost has been recognized in the Company's statements of
operations. The Company provides additional pro forma disclosure as required
under Statement of Financial Accounting Standard No. 123 (SFAS 123),
"Accounting for Stock-based Compensation." See Note 3.

 Concentration of risks

  Financial instruments which potentially subject the Company to
concentrations of credit risk consist principally of cash equivalents,
investments and accounts receivable. The Company invests primarily in money
market accounts and marketable securities and places its investments with high
quality financial, government or corporate institutions. The Company's
accounts receivable are derived from sales to customers located primarily in
the U.S., Canada, Europe, Pacific Rim and Israel. The Company performs ongoing
credit evaluations of its customers and to date has not experienced any
material losses.

 Net income (loss) per share

  Earnings per share are calculated in accordance with the provisions of
Statement of Accounting Standards No. 128, "Earnings per Share," (SFAS 128),
effective for 1997. SFAS 128 requires the Company to report both basic
earnings per share, which is the weighted-average number of common shares
outstanding, and diluted earnings per share, which includes the weighted-
average common shares outstanding and all dilutive potential common shares
outstanding. All periods presented herein have been restated to reflect the
adoption of SFAS 128. For the years ended December 31, 1997 and 1996, dilutive
potential common shares outstanding reflects shares issuable under the
Company's stock option plans. For the year ended December 31, 1995, potential
common

                                      F-8
<PAGE>

                        MERCURY INTERACTIVE CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

shares have been excluded because their effect was anti-dilutive. The
following table summarizes the Company's earnings per share computations for
the years ended December 31, 1995, 1996 and 1997.

<TABLE>
<CAPTION>
                                              NET INCOME AVERAGE EARNINGS (LOSS)
                                                (LOSS)   SHARES     PER SHARE
                                              ---------- ------- ---------------
   <S>                                        <C>        <C>     <C>
   December 31, 1995:
     Basic earnings per share................  $(5,251)  13,947      $(0.38)
     Dilutive adjustments....................               --
                                               -------   ------
     Diluted earnings per share..............  $(5,251)  13,947       (0.38)
                                               -------   ------
   December 31, 1996:
     Basic earnings per share................  $ 4,626   15,908      $ 0.29
     Dilutive adjustments....................               655
                                               -------   ------
     Diluted earnings per share..............  $ 4,626   16,563        0.28
                                               -------   ------
   December 31, 1997:
     Basic earnings per share................  $ 6,707   16,373      $ 0.41
     Dilutive adjustments....................               731
                                               -------   ------
     Diluted earnings per share..............  $ 6,707   17,104        0.39
                                               -------   ------
</TABLE>

  At December 31, 1997 and 1996, options to purchase a total of 235,273 shares
of common stock with an average exercise price of $19.30 and 251,471 shares of
common stock with an average exercise price of $18.05, respectively, are
considered anti-dilutive because the options' exercise price was greater than
the average fair market value of the Company's common stock for the years then
ended.

 Management 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.

 Reclassifications

  Certain previously reported amounts have been reclassified to conform to the
1997 consolidated financial statement presentation.

 New Accounting Pronouncements

  In June 1997, the Financial Accounting Standards Board (FASB) issued SFAS
No. 130, "Reporting Comprehensive Income." SFAS No. 130 establishes standards
for reporting and display of comprehensive income and its components in a
financial statement that is displayed with the same prominence as other
financial statements for the periods beginning after December 15, 1997.
Comprehensive income, as defined, includes all changes in equity (net assets)
during a period from nonowner sources including unrealized gains and losses on
available-for-sale securities. Reclassification of financial statements for
earlier periods for comparative purposes is required. The Company will adopt
SFAS No. 130 beginning in 1998 and does not expect such adoption to have a
material effect on the consolidated financial statements.

  In June 1997, the FASB issued SFAS No. 131, "Disclosure about Segments of an
Enterprise and Related Information." This statement establishes standards for
the way companies report information about operating

                                      F-9
<PAGE>

                        MERCURY INTERACTIVE CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

segments in annual financial statements for periods beginning after December
15, 1997. It also establishes standards for related disclosures about products
and services, geographic areas, and major customers. It is not expected that
adoption of SFAS No. 131 will have an impact to the Company's consolidated
financial statements.

  In November 1997, the American Institute of Certified Public Accountants
issued a Statement of Position 97-2, "Software Revenue Recognition" (the SoP).
The SoP is effective for transactions entered into in fiscal years beginning
after December 15, 1997. Retroactive application of the provisions of this SoP
is prohibited. The Company has reviewed the SoP and believes that, based on
its current policies, the application of this SoP will not have a material
impact on the recording of future revenue.

NOTE 2--FINANCIAL STATEMENT COMPONENTS

<TABLE>
<CAPTION>
                                                               DECEMBER 31,
                                                             -----------------
                                                               1997     1996
                                                             --------  -------
                                                              (IN THOUSANDS)
   <S>                                                       <C>       <C>
   Government grant and other receivables:
     Government grant receivables........................... $    977  $ 1,484
     Employee receivables...................................      277      529
     Other receivables......................................    2,352    1,126
                                                             --------  -------
                                                             $  3,606  $ 3,139
                                                             ========  =======
   Property and equipment:
     Land................................................... $  5,128  $ 2,878
     Building...............................................    6,712      --
     Computers and equipment................................   13,722   10,151
     Office furniture and equipment.........................    2,186    2,306
     Leasehold improvements.................................    2,154    2,148
                                                             --------  -------
                                                               29,902   17,483
     Less: accumulated depreciation and amortization........  (10,610)  (7,070)
                                                             --------  -------
                                                             $ 19,292  $10,413
                                                             ========  =======
   Accrued liabilities:
     Payroll and accrued commissions (including payroll
      taxes)................................................ $  5,397  $ 2,738
     Vacation and severance.................................    1,945    1,538
     Acquisition of technologies and related cost...........    2,316      --
     Royalties..............................................    1,357    1,062
     Income taxes...........................................      939      636
     Other..................................................    3,457    2,808
                                                             --------  -------
                                                             $ 15,411  $ 8,782
                                                             ========  =======
</TABLE>

<TABLE>
<CAPTION>
                                                       YEAR ENDED DECEMBER 31,
                                                       ------------------------
                                                        1997     1996    1995
                                                       -------  ------- -------
                                                           (IN THOUSANDS)
   <S>                                                 <C>      <C>     <C>
   Other income, net:
     Interest income.................................. $ 3,547  $ 3,148 $ 1,987
     Foreign exchange gains (losses) and other........    (438)     213     290
                                                       -------  ------- -------
                                                       $ 3,109  $ 3,361 $ 2,277
                                                       =======  ======= =======
</TABLE>

                                     F-10
<PAGE>

                        MERCURY INTERACTIVE CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)


NOTE 3--COMMON STOCK

  In August 1989, the Company adopted a stock option plan (the "Plan").
Options granted under the Plan are for periods not to exceed ten years. For
holders of 10% or more of the total combined voting power of all classes of
the Company's stock, options may not be granted at less than 110% of the fair
value of the Common Stock at the date of grant and the option term may not
exceed 5 years. Incentive stock option grants under the Plan must be at
exercise prices no less than 100% of the fair market value and non-statutory
stock option grants under the Plan must be at exercise prices no less than 85%
of the fair market value of the stock on the date of grant. Options are
immediately exercisable but all shares purchased upon exercise of options are
subject to repurchase by the Company until vested. Options generally vest over
a period of four years.

  In May 1996, the Company adopted a stock option plan solely for grants to
employees of the Company and its subsidiaries located outside the United
States (the "Supplemental Plan"). The Company reserved 500,000 shares of
Common Stock for issuance upon exercise of stock options to be granted under
this plan. The provisions of the Supplemental Plan regarding option term,
grant price, exercise price, and vesting period are identical to those of the
Plan.

  The following table presents the combined activity of the Plan and the
Supplemental Plan for the years ended December 31, 1995, 1996 and 1997 (shares
in thousands):

<TABLE>
<CAPTION>
                                                      OPTIONS OUTSTANDING
                                                      -----------------------
                                                                   WEIGHTED
                                             OPTIONS                AVERAGE
                                            AVAILABLE NUMBER OF    EXERCISE
                                            FOR GRANT   SHARES       PRICE
                                            --------- ----------   ----------
   <S>                                      <C>       <C>          <C>
   Balance outstanding at December 31,
    1994...................................      48         1,624   $     7.12
     Additional shares authorized..........     800           --           --
     Options granted.......................    (824)          824        15.98
     Options canceled......................     136          (136)        9.09
     Options exercised.....................     --           (308)        4.23
                                             ------     ---------   ----------
   Balance outstanding at December 31,
    1995...................................     160         2,004        10.70
     Additional shares authorized..........   1,209           --           --
     Options granted.......................  (1,878)        1,878        12.08
     Options canceled......................     523          (523)       14.45
     Options exercised.....................     --           (234)        7.34
                                             ------     ---------   ----------
   Balance outstanding at December 31,
    1996...................................      14         3,125        11.28
     Additional shares authorized..........     748           --           --
     Options granted.......................  (1,067)        1,067        11.85
     Options canceled......................     313          (313)       11.98
     Options exercised.....................     --           (531)        9.61
                                             ------     ---------   ----------
   Balance outstanding at December 31,
    1997...................................       8         3,348   $    11.67
                                             ======     =========   ==========
</TABLE>

  In May of 1996, the Board of Directors authorized the Company to offer all
employees with outstanding options at exercise price in excess of $16.00 per
share the opportunity to exchange such options for new options. Each new
option was issued under the same terms as the surrendered options. As a
result, options covering 271,083 shares ranging in price from $16.75 to $19.00
were canceled and options for an equal number of shares were granted at the
exercise price of $12.75.

                                     F-11
<PAGE>

                        MERCURY INTERACTIVE CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)


  The following table presents weighted average price and remaining
contractual life information about significant option groups outstanding under
the Plan and the Supplemental Plan at December 31, 1997 (shares in thousands):

<TABLE>
<CAPTION>
                                 OPTIONS OUTSTANDING        OPTIONS EXERCISABLE
                           -------------------------------- --------------------
                                        WEIGHTED
                                         AVERAGE   WEIGHTED             WEIGHTED
                                        REMAINING  AVERAGE    NUMBER    AVERAGE
         RANGE OF            NUMBER    CONTRACTUAL EXERCISE EXERCISABLE EXERCISE
     EXERCISE PRICES       OUTSTANDING LIFE (YR.)   PRICE   AT 12/31/97  PRICE
     ---------------       ----------- ----------- -------- ----------- --------
<S>                        <C>         <C>         <C>      <C>         <C>
$ 0.30-- 9.75.............    1,125       8.02      $ 8.67       372     $ 6.57
$10.00--12.38.............      674       4.75       10.98       295      11.48
$12.75--12.75.............    1,055       7.98       12.75       406      12.75
$13.50--21.13.............      494       8.87       17.11       109      18.38
                              -----       ----      ------     -----     ------
                              3,348       7.47      $11.67     1,182     $11.01
                              =====       ====      ======     =====     ======
</TABLE>

 Directors' Stock Option Plan

  On August 3, 1994, the Board of Directors of the Company adopted the 1994
Directors' Stock Option Plan (the "Directors' Plan"). The Company reserved
500,000 shares of Common Stock for issuance upon exercise of stock options to
be granted during the ten year term of the Directors' Plan. Only outside
directors may be granted options under the Directors' Plan. The Plan provided
for an initial option grant to outside directors of the Company as of August
3, 1994 or upon initial election to the Board of Directors after August 3,
1994. In addition, the plan provides for automatic annual grants of 5,000
shares upon reelection of the individual to the Board of Directors. The option
term shall be ten years, and options shall be exercisable while such person
remains a director. The exercise price shall be 100% of fair market value on
the date of grant. These options will vest as to 5,000 shares annually for
each director on the date of each Annual Meeting of Stockholders of the
Company after the date of grant of such option. The annual option grant shall
vest in full on the fifth anniversary following each individual's re-election
to the Board of Directors.

  The following table presents the activity for the Directors' Plan for the
years ended December 31, 1995, 1996 and 1997 (shares in thousands):

<TABLE>
<CAPTION>
                                          OPTIONS OUTSTANDING
                               OPTIONS  -----------------------
                              AVAILABLE NUMBER OF   WEIGHTED
                              FOR GRANT  SHARES   AVERAGE PRICE
                              --------- --------- -------------
   <S>                        <C>       <C>       <C>
   Balance outstanding at
    December 31, 1994........    400       100       $ 9.13
     Options granted.........    (20)       20        21.13
     Options canceled........    --        --          9.09
     Options exercised.......    --        (10)        9.13
                                 ---       ---       ------
   Balance outstanding at
    December 31, 1995........    380       110        11.31
     Options granted.........    (45)       45        14.75
     Options canceled........     45       (45)       12.28
     Options exercised.......    --        (20)        9.13
                                 ---       ---       ------
   Balance outstanding at
    December 31, 1996........    380        90        13.03
     Options granted.........    (15)       15        12.25
     Options canceled........    --        --           --
     Options exercised.......    --        (10)        9.13
                                 ---       ---       ------
   Balance outstanding at
    December 31, 1997........    365        95       $13.32
                                 ===       ===       ======
</TABLE>

                                     F-12
<PAGE>

                        MERCURY INTERACTIVE CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)


  The following table presents weighted average price and remaining
contractual life information about significant option groups outstanding under
the Director's Plan at December 31, 1997 (shares in thousands):

<TABLE>
<CAPTION>
                                 OPTIONS OUTSTANDING        OPTIONS EXERCISABLE
                           -------------------------------- --------------------
                                        WEIGHTED
                                         AVERAGE   WEIGHTED             WEIGHTED
                                        REMAINING  AVERAGE    NUMBER    AVERAGE
         RANGE OF            NUMBER    CONTRACTUAL EXERCISE EXERCISABLE EXERCISE
     EXERCISE PRICES       OUTSTANDING LIFE (YR.)   PRICE   AT 12/31/97  PRICE
     ---------------       ----------- ----------- -------- ----------- --------
<S>                        <C>         <C>         <C>      <C>         <C>
$ 9.13....................      30        6.32      $ 9.13       10      $ 9.13
$12.25 $13.50.............      30        8.83       12.88        0         --
$15.75 $21.13.............      35        7.90       17.31        5       15.75
                               ---        ----      ------      ---      ------
                                95        7.70      $13.32       15      $11.33
                               ===        ====      ======      ===      ======
</TABLE>

 1993 Employee Stock Purchase Plan

  In October 1993, the Board of Directors and stockholders adopted the
Employee Stock Purchase Plan (the "ESPP") and reserved 500,000 shares for
issuance. Under the plan, employees are granted the right to purchase shares
of Common Stock at a price per share that is the lesser of: (i) 85% of the
fair market value of the shares at the participant's entry date into the two-
year offering period, or (ii) the fair market value at the end of each six-
month segment within such offering period. During 1997, 1996 and 1995,
approximately 140,000, 94,000 and 160,000 shares, respectively, were purchased
under the Employee Stock Purchase Plan.

 Pro Forma Disclosure

  The Company has adopted the disclosure provisions only of SFAS No. 123 and
will continue to account for its stock option plans in accordance with the
provisions of APB 25. Accordingly, no compensation cost had been recognized
for the stock option plans of the ESPP.

  Pursuant to the requirements of SFAS 123, the following are pro forma net
income (loss) and net income (loss) per share for 1997, 1996 and 1995, as if
the compensation costs for the option plans and the ESPP had been determined
based on the fair value at the grant date for grants in 1997, 1996 and 1995,
consistent with the provisions of SFAS 123:
<TABLE>
<CAPTION>
                                                           1997 1996    1995
                                                           ---- -----  -------
   <S>                                                     <C>  <C>    <C>
   Pro forma net income (loss) (in thousands)............. $596 $(437) $(7,459)
   Pro forma net income (loss) per share (diluted)........ 0.04 (0.03)   (0.53)
   Pro forma net income (loss) per share (basic).......... 0.03 (0.03)   (0.53)
</TABLE>

  The fair value of options and shares issued pursuant to the option plans and
the ESPP at the grant date were estimated using the Black-Scholes model with
the following weighted average assumptions:

<TABLE>
<CAPTION>
                                              OPTION PLANS          ESPP
                                             ----------------  ----------------
                                             1997  1996  1995  1997  1996  1995
                                             ----  ----  ----  ----  ----  ----
   <S>                                       <C>   <C>   <C>   <C>   <C>   <C>
   Expected life (years).................... 5.00  4.45  4.90  0.50  0.50  0.50
   Risk-free interest rate.................. 6.10% 6.20% 6.85% 5.36% 5.13% 5.92%
   Volatility...............................   86%   94%   90%   86%   94%   90%
   Dividend yield........................... None  None  None  None  None  None
</TABLE>

  The weighted fair value per share of options granted under the Plan and
Supplemental Plan during the years ended December 31, 1997, 1996 and 1995 were
$8.47, $8.18 and $11.66, respectively. The weighted fair value

                                     F-13
<PAGE>

                        MERCURY INTERACTIVE CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

per share of options granted under the Directors Plan during the years ended
December 31, 1997, 1996 and 1995 were $8.72, $11.36, and $15.57, respectively.

NOTE 4--INCOME TAXES

   Income (loss) before income taxes consists of the following (in thousands):

<TABLE>
<CAPTION>
                                                      YEAR ENDED DECEMBER 31,
                                                      -------------------------
                                                       1997    1996      1995
                                                      ------- -------  --------
   <S>                                                <C>     <C>      <C>
   Domestic.......................................... $    16 $  (933) $   (204)
   Foreign...........................................   9,618   6,716    (4,077)
                                                      ------- -------  --------
                                                      $ 9,634 $ 5,783  $ (4,281)
                                                      ======= =======  ========
</TABLE>

  The provision for income taxes is comprised of the following (in thousands):

<TABLE>
<CAPTION>
                                                       YEAR ENDED DECEMBER 31,
                                                       ------------------------
                                                        1997    1996     1995
                                                       ------- -------  -------
   <S>                                                 <C>     <C>      <C>
   Current:
     Federal.......................................... $ 1,222 $  (110) $ 1,250
     State............................................     355      65      390
     Foreign..........................................   1,080     528       49
                                                       ------- -------  -------
       Total..........................................   2,657     483    1,689
                                                       ------- -------  -------
   Deferred:
     Federal..........................................     193     597     (507)
     State............................................      77      77     (212)
     Foreign..........................................     --      --       --
                                                       ------- -------  -------
       Total..........................................     270     674     (719)
                                                       ------- -------  -------
   Total.............................................. $ 2,927 $ 1,157  $   970
                                                       ======= =======  =======
</TABLE>

  Deferred tax assets consist of the following (in thousands):

<TABLE>
<CAPTION>
                                                                DECEMBER 31,
                                                               ----------------
                                                                1997     1996
                                                               -------  -------
   <S>                                                         <C>      <C>
   Net operating loss carryforwards........................... $   --   $ 2,021
   Tax credits................................................     860      --
   Capitalized research and development costs.................     --        26
   Accruals and reserves......................................     972      244
   Depreciation and other.....................................     357      --
                                                               -------  -------
                                                                 2,189    2,291
   Valuation allowance........................................  (2,189)  (2,021)
                                                               -------  -------
                                                               $   --   $   270
                                                               =======  =======
</TABLE>

  The Company has provided a valuation allowance of $2.2 million at December
31, 1997 for deferred tax assets for which realization of future benefit is
uncertain.

                                     F-14
<PAGE>

                        MERCURY INTERACTIVE CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)


  The provision for income taxes differs from the amount obtained by applying
the statutory federal income tax rate to income before taxes as follows (in
thousands):

<TABLE>
<CAPTION>
                                                          DECEMBER 31,
                                                     -------------------------
                                                      1997     1996     1995
                                                     -------  -------  -------
   <S>                                               <C>      <C>      <C>
   Statutory federal tax (benefit).................. $ 3,276  $ 2,024  $(1,498)
   State tax, net of federal benefit................     549       58      257
   Utilization of net operating loss carryforwards..     --       --      (192)
   Foreign rate differentials from U.S. statutory
    rate............................................  (2,739)  (2,194)   1,449
   Non-deductible expenses..........................      51       68    1,510
   Non-utilized net operating losses................   2,390    1,746      --
   Tax-exempt interest..............................    (756)    (779)    (482)
   Other............................................     156      234      (74)
                                                     -------  -------  -------
                                                     $ 2,927  $ 1,157  $   970
                                                     =======  =======  =======
</TABLE>

  Income taxes are not provided for the undistributed earnings of the
Company's foreign subsidiaries because it is management's intention to
reinvest such earnings in its foreign operations.

  The Company's Israeli facilities have been granted the status of an
"Approved Enterprise" under the Israeli law for the Encouragement of Capital
Investments, 1959, as amended. An Approved Enterprise is eligible for
significant tax rate reductions for several years following the first year in
which the Company has Israeli taxable income (after consideration of tax
losses carried forward). The Company realized tax savings of approximately
$4.2 million, $2.2 million and $300,000 in 1997, 1996 and 1995, respectively,
as a result of this tax holiday. Because the Israeli Company currently has
four overlapping Approved Enterprise plans, the tax holidays and rate
reductions which the Company will be able to realize in future years are
expected to extend until 2005.

NOTE 5--COMMITMENTS AND CONTINGENCIES

 Royalty Commitments

  During 1994 and 1995, the Company obtained marketing grants from the Israeli
Government, through the Fund for the Encouragement of Marketing Activities,
for participation in marketing expenses incurred to increase export sales from
Israel. The grants are received from the government of Israel for approved
programs for marketing activities and are recognized on the cost reduction
basis as a reduction of marketing expenses as such expenses are incurred.
During the years ended December 31, 1995 and 1994, the Company received
$350,000 and $821,000, respectively, of marketing grant participation. Under
the terms of the marketing grant, if and when export sales from Israel to
certain countries exceed a predetermined base of historical export sales from
Israel, a royalty of 3% of the increase in export sales from Israel must
generally be paid, up to the amount of the grant obtained. Royalty expense
under this agreement amounted to $542,000, $420,000 and $181,000 for the years
ended December 31, 1997, 1996 and 1995, respectively. At December 31, 1997,
the Company is committed to pay, if and when earned, $8,000 in additional
royalties.

 Lease commitments

  The Company leases facilities for sales offices in the U.S. and foreign
locations under non-cancelable operating leases that expire from 1998 through
2002. Certain of these leases contain renewal options. The Company also leases
certain equipment and vehicles under various leases with lease terms ranging
from month-

                                     F-15
<PAGE>

                        MERCURY INTERACTIVE CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

to-month up to one year. Future minimum payments under the facilities and
equipment leases with non-cancelable terms in excess of one year are as
follows as of December 31, 1997 (in thousands):

<TABLE>
            <S>                                    <C>
            1998.................................. $1,210
            1999..................................    826
            2000..................................    563
            2001..................................    104
            2002..................................      6
                                                   ------
              Total............................... $2,709
                                                   ======
</TABLE>

Total rent expense under operating leases amounted to $1.5 million, $1.0
million and $813,000 for the years ended December 31, 1997, 1996 and 1995,
respectively.

NOTE 6--RELATED PARTIES

  During May 1994, the Company acquired an approximately 33% interest in
Qronus Interactive, Ltd. (Qronus), a newly created company, in exchange for
granting to Qronus the right to use the Company's hardware products
development environment. Such rights had no book value at the date of
exchange. The Company accounts for this investment using the equity method.
The net carrying value of the investment at inception and at December 31, 1997
is zero. Qronus has been capitalized by approximately $7.9 million in cash
from outside investors, which created an approximately $2.4 million difference
between the carrying value of the investment and the Company's underlying
equity in the net assets of Qronus. The Company's current interest in Qronus
is 28%. The unrealized gain of approximately $2.4 million resulting from this
transaction is being amortized into results of operations over a five year
period. The Company's share of losses of Qronus of $826,000, $627,000 and
$284,000 for the years ended December 31, 1997, 1996 and 1995, respectively,
offset amortization of the unrealized gain by the Company. The Company expects
Qronus to generate operating losses in the foreseeable future. The Company
expects its portion of such losses to substantially offset the unrealized gain
that is being amortized. Losses in excess of the total unrealized gain, if
any, will not be recorded by the Company as it has no obligation to fund such
losses.

                                     F-16
<PAGE>

                        MERCURY INTERACTIVE CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)


NOTE 7--GEOGRAPHIC REPORTING

<TABLE>
<CAPTION>
                                                   YEAR ENDED DECEMBER 31,
                                                  ----------------------------
                                                    1997      1996      1995
                                                  --------  --------  --------
                                                        (IN THOUSANDS)
<S>                                               <C>       <C>       <C>
Net revenue to third parties:
  North America.................................. $ 49,339  $ 36,446  $ 29,853
  Europe.........................................   21,278    12,995     7,955
  Israel and Rest of the World...................   33,967    21,412    12,313
  Eliminations...................................  (27,884)  (16,303)  (10,671)
                                                  --------  --------  --------
    Consolidated................................. $ 76,700  $ 54,550  $ 39,450
                                                  ========  ========  ========
Operating income (loss):
  North America.................................. $ (2,397) $ (3,844) $ (2,546)
  Europe.........................................    2,750     2,413      (871)
  Israel and Rest of the World...................    7,096     3,961    (2,837)
  Eliminations...................................     (924)     (108)     (304)
                                                  --------  --------  --------
    Consolidated................................. $  6,525  $  2,422  $ (6,558)
                                                  ========  ========  ========
Identifiable assets:
  North America.................................. $111,396  $ 94,748  $ 96,894
  Europe.........................................   11,656     6,960     4,986
  Israel and Rest of the World...................   20,358    15,781    10,940
                                                  --------  --------  --------
    Consolidated................................. $143,410  $117,489  $112,820
                                                  ========  ========  ========
</TABLE>

  No individual subsidiary had sales to unaffiliated customers or has
identifiable assets of 10 percent or more of the related consolidated amounts.
Transfers between geographic regions represent intercompany license and
service revenue accounted for at prices representative of unaffiliated party
transactions.

NOTE 8--ACQUISITIONS

  On May 12, 1995, the Company acquired Blue Lagoon Software ("Blue Lagoon"),
a developer of client/server debugging technology, in exchange for 66,000
shares of the Company's Common Stock and assumption of liabilities of Blue
Lagoon. The acquisition was accounted for as a purchase. The purchase price,
acquisition costs and net liabilities assumed aggregated approximate $2.3
million, of which $2.2 million was allocated to in-process research and
development and taken as a one-time charge to operating expenses based on an
independent appraisal obtained by the Company. The remaining amount was
allocated to intangibles, including technology of the existing product line.
The Company has integrated the acquired technology into its existing products.

  On December 15, 1995, the Company acquired EBY Semantica ("Semantica"), a
developer of client/server technology, for $3.0 million in cash. In addition,
in December, the Company acquired certain other related technology from a U.S.
university for $425,000. The acquisitions were accounted for using the
purchase method of accounting. The purchase price and acquisition costs
aggregated approximately $4.1 million, and were allocated to in-process
research and development expense based on an independent appraisal obtained by
the Company.

  In conjunction with the integration of Blue Lagoon's and Semantica's
operations and technology, the Company assessed the impact on its ongoing
operations and product development strategy. As a result, during

                                     F-17
<PAGE>

                        MERCURY INTERACTIVE CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

1995, the Company recorded non-recurring charges primarily related to the
write-off of obsolete technology and fixed assets totaling approximately
$900,000 ( $450,000 related to Blue Lagoon and $450,000 related to Semantica),
and incurred approximately $2.5 million in special incentive compensation for
management, customer support, research and development and marketing, selling
and general and administrative personnel ($800,000 related to Blue Lagoon and
$1.7 million related to Semantica).

  On September 30, 1997, the Company acquired certain in-process technologies
from Dixon Software Technology, an unrelated company, for $4.5 million and
related acquisition costs of $1.0 million. As a result of this purchase, the
Company recorded a one-time charge of $5.5 million during the year ended
December 31, 1997.

NOTE 9--LEGAL MATTERS

  During 1994 and 1995, the Company and its Chairman had been engaged in the
defense of certain lawsuits brought by a former employee. As a result of
settlement negotiations, the matters were settled for $2.0 million which the
Company recorded during the fourth quarter of 1995.

  During 1995, the Company was engaged in the defense of a lawsuit which
alleged that an employee of the Company attempted to copy a software program
without authorization. The matter was settled on March 7, 1996 and, as a
result, the Company recorded a charge of $2.6 million during the quarter
ending March 31, 1996 reflecting settlement costs and related legal fees.

                                     F-18
<PAGE>

                        MERCURY INTERACTIVE CORPORATION

                       UNAUDITED QUARTERLY FINANCIAL DATA

<TABLE>
<CAPTION>
                                                         QUARTER ENDED
                          ---------------------------------------------------------------------------
                          DEC. 31, SEPT. 30, JUNE 30, MARCH 31, DEC. 31, SEPT. 30, JUNE 30, MARCH 31,
                            1997     1997      1997     1997      1996     1996      1996     1996
                          -------- --------- -------- --------- -------- --------- -------- ---------
                                           (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S>                       <C>      <C>       <C>      <C>       <C>      <C>       <C>      <C>
Revenue:
 License................  $18,800   $14,300  $12,300   $11,283  $13,920   $11,400  $ 9,350   $ 8,600
 Service................    5,400     5,300    5,200     4,117    3,330     2,800    2,750     2,400
                          -------   -------  -------   -------  -------   -------  -------   -------
 Total revenue..........   24,200    19,600   17,500    15,400   17,250    14,200   12,100    11,000
                          -------   -------  -------   -------  -------   -------  -------   -------
Cost of revenue:
 License................    1,382     1,073      992       904    1,172     1,042      709       496
 Service................    1,879     1,520    1,612     1,214      998       824      786       632
                          -------   -------  -------   -------  -------   -------  -------   -------
 Total cost of revenue..    3,261     2,593    2,604     2,118    2,170     1,866    1,495     1,128
                          -------   -------  -------   -------  -------   -------  -------   -------
Gross profit............   20,939    17,007   14,896    13,282   15,080    12,334   10,605     9,872
                          -------   -------  -------   -------  -------   -------  -------   -------
Operating expenses:
 Research and
  development, net......    2,479     2,970    2,928     2,556    2,504     2,756    2,373     1,763
 Write off of in-process
  research and
  development and
  related expenses......      --      5,500      --        --       --        --       --        --
 Marketing and selling..   11,302     9,154    8,574     7,774    8,477     7,547    6,976     6,360
 General and
  administrative........    1,583     1,786    1,563     1,430    1,159     1,093    1,054       807
 Settlement of
  litigation............      --        --       --        --       --        --       --      2,600
                          -------   -------  -------   -------  -------   -------  -------   -------
 Total operating
  expenses..............   15,364    19,410   13,065    11,760   12,140    11,396   10,403    11,530
                          -------   -------  -------   -------  -------   -------  -------   -------
Income (loss) from
 operations.............    5,575    (2,403)   1,831     1,522    2,940       938      202    (1,658)
Other income, net.......      738       816      846       709      884       856      776       845
                          -------   -------  -------   -------  -------   -------  -------   -------
Income (loss) before
 provision for income
 taxes..................    6,313    (1,587)   2,677     2,231    3,824     1,794      978      (813)
Provision for income
 taxes..................    1,263       683      535       446      763       359      198      (163)
                          -------   -------  -------   -------  -------   -------  -------   -------
Net income (loss).......  $ 5,050   $(2,270) $ 2,142   $ 1,785  $ 3,061   $ 1,435  $   780   $  (650)
                          =======   =======  =======   =======  =======   =======  =======   =======
Net income (loss) per
 share (basic)..........  $  0.30   $ (0.14) $  0.13   $  0.11  $  0.19   $  0.09  $  0.05   $ (0.04)
                          =======   =======  =======   =======  =======   =======  =======   =======
Net income (loss) per
 share (diluted)........  $  0.28   $ (0.14) $  0.13   $  0.11  $  0.19   $  0.09  $  0.05   $ (0.04)
                          =======   =======  =======   =======  =======   =======  =======   =======
Weighted average common
 shares (basic).........   16,653    16,433   16,267    16,137   16,028    15,990   15,837    15,759
                          =======   =======  =======   =======  =======   =======  =======   =======
Weighted average common
 shares (diluted).......   18,339    16,433   17,001    16,644   16,502    16,614   16,564    15,759
                          =======   =======  =======   =======  =======   =======  =======   =======
</TABLE>

                                      F-19
<PAGE>

                                                                     SCHEDULE II

                        MERCURY INTERACTIVE CORPORATION

                       VALUATION AND QUALIFYING ACCOUNTS
                  FOR THE THREE YEARS ENDED DECEMBER 31, 1997
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                             ADDITIONS
                                  BALANCE AT CHARGED TO DEDUCTIONS  BALANCE AT
                                  BEGINNING  COSTS AND   BAD DEBTS    END OF
           DESCRIPTION            OF PERIOD   EXPENSES  CHARGED OFF   PERIOD
           -----------            ---------- ---------- ----------- ----------
<S>                               <C>        <C>        <C>         <C>
Reserve for sales returns and
 doubtful accounts receivable:
  December 31, 1997..............   $1,136     $1,927     $1,185      $1,878
  December 31, 1996..............   $  705     $2,831     $2,400      $1,136
  December 31, 1995..............   $  115     $  990     $  400      $  705
</TABLE>
<PAGE>

                                 EXHIBIT INDEX

<TABLE>
 <C>        <S>
  2.1(6)    Agreement and Plan of Reorganization by and among the Company, Blue
            Lagoon Software and David L. Cherin dated April 25, 1995.
  2.2(10)   Share Purchase Agreement between the Company and EBY-Semantica,
            executed December 12, 1995.
  3.3(1)    Certificate of Incorporation of Registrant, as amended and restated
            to date.
  3.4(1)    By-laws of Registrant, as amended to date.
 10.1(1,2)  1989 Stock Option Plan and forms of Incentive Stock Option
            Agreement and Nonstatutory Stock Option Agreement.
 10.2(1)    Form of Directors' and Officers' Indemnification Agreement.
 10.3(1)    Registration and Information Rights Agreement made as of March 13,
            1992.
 10.4(7)    Lease Agreement dated August 19, 1994 between the Registrant, and
            Microtec Research, Inc., covering the property at 470 Potrero
            Avenue, Sunnyvale, California.
 10.5(1)    Lease Agreement dated August 30, 1990 between the Registrant and
            Reuven Down covering the property at 4 Hayotzrim Street, Or
            Yehudah, a suburb of Tel Aviv, Israel (translated from original
            Hebrew).
 10.7(1)    Consulting Agreement by and between the Registrant and Aryeh
            Finegold, dated March 1, 1992.
 10.8(1)    Agreement by and between Mercury Interactive (Israel) Limited, a
            wholly-owned subsidiary of the Registrant ("Mercury Israel"), and
            the Office of the Chief Scientist in the Ministry of Industry and
            Trade dated February 11, 1991 (translation from original Hebrew).
 10.9(1)    Agreement by and between Mercury Israel and the Office of the Chief
            Scientist in the Ministry of Industry and Trade dated February 10,
            1992 (translation from original Hebrew).
 10.10(1)   Agreement by and between Mercury Israel and the Office of the Chief
            Scientist in the
            Ministry of Industry and Trade dated December 13, 1992 (translation
            from original
            Hebrew).
 10.11(1,2) Form of 1993 Employee Stock Purchase Plan and form of Agreements.
 10.12(1)   401(k) Plan.
 10.14(1)   Microsoft Solutions Channel Alliance Agreement dated March 5, 1993
            between Registrant and Microsoft Corporation.
 10.15(2,4) 1994 Directors' Stock Option Plan and form of Agreements.
 10.16(3)   Agreement by and between Mercury Israel and the Office of the Chief
            Scientist in the Ministry of Industry and Trade dated May 5, 1993
            (translation from original Hebrew).
 10.17(3)   Agreement by and between Mercury Israel and the Office of the Chief
            Scientist in the Ministry of Industry and Trade dated June 21, 1993
            (translation from original Hebrew).
 10.18(3)   Agreement by and between Mercury Israel and the Fund for the
            Encouragement of Marketing Abroad in the Ministry of Industry and
            Trade dated February 15, 1993 (translation from original Hebrew).
 10.19(5)   Agreement by and between Mercury Israel and the Office of the Chief
            Scientist in the Ministry of Industry and Trade dated November 13,
            1994 (translation from original Hebrew).
 10.20(5)   Agreement by and between Mercury Israel and the Office of the Chief
            Scientist in the Ministry of Industry and Trade dated November 13,
            1994 (translation from original Hebrew).
</TABLE>
<PAGE>

<TABLE>
 <C>       <S>
 10.21(7)  Agreement by and between Mercury Israel and the Fund for the
           Encouragement of Marketing Abroad in the Ministry of Industry and
           Trade dated January 1, 1996 (translation from original Hebrew).
 10.22(7)  Agreement by and between Mercury Israel and the Office of the Chief
           Scientist in the Ministry of Industry and Trade dated September 30,
           1995 (translation from original Hebrew).
 10.23(7)  Agreement by and between Mercury Israel and the Office of the Chief
           Scientist in the Ministry of Industry and Trade dated September 30,
           1995 (translation from original Hebrew).
 10.24(8)  Preferred Share Purchase Rights Agreement.
 10.25(9)  1996 Supplemental Stock Plan.
 10.26(11) Purchase Agreement between Mercury Interactive Corporation and Dixon
           Software Technology dated September 30, 1997.
 10.27(11) Purchase and Sale Agreement and Joint Escrow Instructions by and
           between Mercury Interactive Corporation and M. C. Securities, LLC
           dated July 1, 1997.
 21.1      Subsidiaries of Registrant.
 23.1      Consent of Independent Accountants.
 24.1      Power of Attorney (see page 25).
 27.1      Financial Data Schedule
</TABLE>
--------
 (1) Incorporated by reference to identically numbered exhibits filed in
     response to Item 16(a), "Exhibits," of the Registrant's Registration
     Statement on Form S-1, as amended (File No. 33-68554), which was declared
     effective on October 29, 1993.
 (2) Designates management contract or compensatory plan arrangements required
     to be filed as an exhibit of this Annual Report on Form 10-K.
 (3) Exhibits 10.16, 10.17 and 10.18 are incorporated by reference to Exhibits
     10.1, 10.2 and 10.3, respectively, filed with the Form 10-Q for the three
     month period ended March 31, 1994.
 (4) Incorporated by reference to identically numbered exhibits filed with the
     Form 10-Q for the three month period ended September 30, 1994.
 (5) Incorporated by reference to identically numbered exhibits filed with the
     Form 10-K for the year ended December 31, 1994.
 (6) Incorporated by reference to the identically numbered exhibit to the
     Company's Registration Statement on Form S-3, No. 33-95066, filed with
     the Securities and Exchange Commission on July 27, 1995.
 (7) Incorporated by reference to the identically numbered exhibit filed with
     the Form 10-K for the year ended December 31, 1995.
 (8) Incorporated by reference to the Exhibit 1 to the Company's Form 8-A,
     filed with the Securities and Exchange Commission on July 9, 1996.
 (9) Incorporated by reference to Exhibit 4.2 to the Company's Registrations
     Statement of Form S-8, No. 333-09913, filed with the Securities and
     Exchange Commission on August 9, 1996.
(10) Incorporated by reference to Exhibit 2.2, filed with the Company's Form
     10-K for the year ended December 31, 1996.
(11) Exhibits 10.26 and 10.27 are incorporated by reference to Exhibits 10.1
     and 10.2, respectively, filed with the Form 10-Q for the three month
     period ended September 30, 1997.