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

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

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

                                    FORM 10-Q

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  For the Quarterly Period Ended June 30, 2001


              [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   For the Transition Period From ____ to ____

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

                        Commission File Number 000-22649


                                ARIS CORPORATION
             (Exact name of registrant as specified in its charter)

           WASHINGTON                                            91-1497147
  (State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                         Identification Number)


              2229 - 112TH AVENUE N.E.                        (425) 372-2747
          BELLEVUE, WASHINGTON 98004-2936                  (Address of principal
(Registrant's telephone number, including area code)         executive office)


     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 for such reports), and

     (2) Has been subject to such filing requirements for the past 90 days.
Yes [X]   No [ ]

     The number of shares  outstanding  of the  registrant's  common stock as of
July 30, 2001 was 11,456,251.

--------------------------------------------------------------------------------
                                        1
<PAGE>

                                ARIS CORPORATION
                                    FORM 10-Q

Index                                                                       Page

PART I. FINANCIAL INFORMATION

Item 1 Financial Statements (unaudited)

       a)  Condensed Consolidated Balance Sheets as of
           June 30, 2001 and December 31, 2000............................   3

       b)  Condensed Consolidated Statements of Operations
           for the three and six months ended June 30, 2001 and 2000......   4

       c)  Condensed Consolidated Statements of Cash
           Flows for the six months ended June 30, 2001
           and 2000.......................................................   5

       d)  Condensed Consolidated Statements of Comprehensive Loss
           for the three and six months ended June 30, 2001 and 2000......   6

       e)  Notes to Condensed Consolidated Financial
           Statements.....................................................  6-9

Item 2   Management's Discussion and Analysis of Financial
         Condition and Results of Operations..............................  9-16

Item 3   Qualitative And Quantitative Disclosures About
         Market Risk......................................................   17

PART II. OTHER INFORMATION


Item 1   Legal Proceedings................................................   17

Item 2   Changes in Securities............................................   17

Item 3   Defaults Upon Securities.........................................   17

Item 4   Submission of Matters to a Vote of Security Holders.............. 18-19

Item 5   Other Information................................................   19

Item 6   Exhibits and Reports on Form 8-K.................................   19

--------------------------------------------------------------------------------
                                       2
<PAGE>

                                     PART I
                              FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS

ARIS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except for share data) (Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                      June 30,   December 31,
                                                                        2001        2000
                                                                      --------    --------
<S>                                                                   <C>         <C>
Assets
Current assets:
    Cash and cash equivalents .....................................   $  9,788    $  7,367
    Investments in marketable securities ..........................      4,002       6,501
    Accounts receivable, net of allowance for
      doubtful accounts of $1,153 and $2,675 ......................     13,368      14,640
    Other current assets ..........................................      4,317       5,670
                                                                      --------    --------
       Total current assets .......................................     31,475      34,178
Property and equipment, net .......................................      8,554       9,258
Intangible and other assets, net ..................................     10,017      11,069
                                                                      --------    --------
       Total assets ...............................................   $ 50,046    $ 54,505
                                                                      ========    ========

Liabilities and Shareholders' Equity
Current liabilities:
    Accounts payable ..............................................   $  2,051    $  1,272
    Accrued liabilities ...........................................      6,256       7,876
    Deferred revenue ..............................................         26          27
                                                                      --------    --------
       Total current liabilities ..................................      8,333       9,175
                                                                      --------    --------
Commitments
Shareholders' equity:
    Preferred Stock, without par value; 5,000,000 shares
    authorized; none issued and outstanding .......................       --          --

    Common Stock, without par value; 100,000,000 shares authorized,
    11,321,116 and 11,228,754 issued and
    outstanding ...................................................       --          --
    Additional paid-in capital ....................................     51,341      51,199
    Accumulated deficit ...........................................     (8,536)     (5,295)
    Accumulated other comprehensive loss ..........................     (1,092)       (574)
                                                                      --------    --------
       Total shareholders' equity .................................     41,713      45,330
                                                                      --------    --------
       Total liabilities and shareholders' equity .................   $ 50,046    $ 54,505
                                                                      ========    ========
</TABLE>


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

--------------------------------------------------------------------------------
                                       3
<PAGE>



ARIS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except for per share data)  (Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                   FOR THE THREE MONTHS     FOR THE SIX MONTHS
                                                           ENDED                   ENDED
                                                   --------------------    --------------------
                                                   JUNE 30,    JUNE 30,    JUNE 30,    JUNE 30,
                                                      2001        2000        2001        2000
                                                   --------    --------    --------    --------
<S>                                                <C>         <C>         <C>         <C>
Revenues, net:
   Consulting ..................................   $ 12,299    $ 13,541    $ 26,212    $ 29,036
   Software and royalties ......................        669       2,270       1,116       4,071
                                                   --------    --------    --------    --------
     Total revenues, net .......................     12,968      15,811      27,328      33,107

Cost of revenues                                      8,031       9,418      16,792      20,362
                                                   --------    --------    --------    --------
    Gross profit ...............................      4,937       6,393      10,536      12,745
Selling, general and administrative expense ....      7,074       9,355      14,573      18,538
Amortization of intangible assets ..............        835         927       1,670       1,851

Charges related to reorganizations and merger ..        398        --           592        --
                                                   --------    --------    --------    --------
     Loss from operations ......................     (3,370)     (3,889)     (6,299)     (7,644)
Other income (loss), net:
     Income from sale of Noetix Corporation
     warrants ..................................       --          --         2,500        --
     Other, net ................................        (20)        213         291         414
                                                   --------    --------    --------    --------
Loss from continuing operations before income
     tax .......................................     (3,390)     (3,676)     (3,508)     (7,230)
Income tax benefit .............................       (679)     (1,354)       (610)     (2,607)
                                                   --------    --------    --------    --------
Loss from continuing operations ................     (2,711)     (2,322)     (2,898)     (4,623)
Loss from discontinued operations, net of income
   tax benefits of $80, $69, 120 and $1,101 ....       (263)       (243)       (343)     (4,448)
                                                   --------    --------    --------    --------
Net loss .......................................   $ (2,974)   $ (2,565)   $ (3,241)   $ (9,071)
                                                   ========    ========    ========    ========
Basic and diluted loss per share - continuing
   operations ..................................   $  (0.24)   $  (0.18)   $  (0.26)   $  (0.36)
                                                   ========    ========    ========    ========
Basic and diluted loss per share - discontinued
   operations ..................................   $  (0.02)   $  (0.02)   $  (0.03)   $  (0.35)
                                                   ========    ========    ========    ========
Basic and diluted net loss per share ...........   $  (0.26)   $  (0.20)   $  (0.29)   $  (0.71)
                                                   ========    ========    ========    ========
Weighted average number of common shares - basic
   and diluted .................................     11,321      12,860      11,320      12,820
                                                   ========    ========    ========    ========
</TABLE>


              The accompanying notes are an integral part of these
                  condensed consolidated financial statements.
--------------------------------------------------------------------------------
                                       4
<PAGE>


ARIS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, except for per share data)  (Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                       FOR THE SIX MONTHS ENDED
                                                                       ------------------------
                                                                         JUNE 30,   JUNE 30,
                                                                           2001       2000
                                                                         -------    --------
<S>                                                                      <C>        <C>
Cash flows from operating activities:
     Net loss ........................................................   $(3,241)   $ (9,071)
     Adjustments to reconcile net loss to
       net cash (used in) provided by operating activities:
           Depreciation and amortization .............................     2,521       3,087
           Non-cash impairment charges and write-offs ................       327       3,369
           Provision for doubtful accounts receivable ................       358       2,529
           Income from sale of Noetix Corporation warrants ...........    (2,500)         --
           Tax benefit related to stock options exercised ............        --         266
           Other .....................................................       514         130

           Changes in assets and liabilities net of effects of
             acquisitions:
             Decrease in accounts receivable .........................       914       3,852
              (Increase) decrease in consulting contracts in progress       (818)      1,903
              Decrease in income tax receivable ......................     2,226         559
              Increase in prepaid expenses and other assets ..........    (1,343)     (4,470)
              Increase (decrease) in accounts payable ................       779        (639)
              Decrease in accrued expenses ...........................    (1,758)     (1,714)
              Increase (decrease) in deferred revenue ................        (1)      1,193
              Increase (decrease) in income taxes payable ............      (166)          4
              Decrease in deferred taxes .............................        --        (546)
           Net cash used in (provided by) operating activities .......    (2,188)        452
                                                                         -------    --------
Cash flows from investing activities:
         Proceeds from the sale of investments .......................     2,499          --
         Purchases of property and equipment .........................      (518)       (323)
         Proceeds from the sale of Noetix Corporation warrants .......     2,500          --
         Proceeds from the sale of property and equipment ............       110       1,080
                                                                         -------    --------
         Net cash provided by investing activities ...................     4,591         757
                                                                         -------    --------
Cash flows from financing activities:
     Issuance of common stock ........................................       142         457
     Stock options exercised .........................................        --         712
                                                                         -------    --------
         Net cash provided by financing activities ...................       142       1,169
                                                                         -------    --------
Net increase in cash and cash equivalents ............................     2,545       2,378

Effect of exchange rate changes on cash and cash equivalents .........      (124)       (369)
Cash and cash equivalents at beginning of period .....................     7,367      10,500
                                                                         -------    --------
Cash and cash equivalents at end of period ...........................   $ 9,788    $ 12,509
                                                                         =======    ========

Supplemental schedule of cash flow information and noncash investing
and financing activities:

     Interest paid ...................................................   $    28    $     53
     Income taxes paid ...............................................   $    --    $    120
     Unrealized loss on Gilat common stock ...........................   $   295    $     --
     Loss on investment in WorldStream preferred stock ...............   $   300    $     --
</TABLE>

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

                                       5


<PAGE>


ARIS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(In thousands)  (Unaudited)
--------------------------------------------------------------------------------
                                            For the               For the
                                       Three Months Ended     Six Months Ended
                                       -------------------   -------------------
                                       June 30,   June 30,   June 30,   June 30,
                                         2001       2000       2001       2000
                                       -------    -------    -------    -------

Net loss                               $(2,974)   $(2,565)   $(3,241)   $(9,071)
Foreign currency translation
adjustments                                 62       (285)      (223)      (369)
Unrealized loss on
available-for-sale securities,
net of tax                                (147)      --         (295)      --
                                       -------    -------    -------    -------
Total comprehensive loss               $(3,059)   $(2,850)   $(3,759)   $(9,440)
                                       =======    =======    =======    =======


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


ARIS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

     1.   The unaudited financial information furnished herein, in the opinion
          of management, reflects all adjustments consisting only of normal,
          recurring adjustments which are necessary for a fair statement of the
          condensed consolidated balance sheets, and condensed consolidated
          statements of operations, of cash flows and of comprehensive loss of
          Aris Corporation ("Aris" or the "Company") as of and for the periods
          indicated. Aris presumes that users of the interim financial
          information herein have read or have access to the Company's audited
          consolidated financial statements and Management's Discussion and
          Analysis of Financial Condition and Results of Operations for the
          preceding fiscal year.

     2.   Certain reclassifications have been made to prior year amounts to
          conform to current year presentations. Such reclassifications had no
          effect on previously reported net loss, cash flows, comprehensive loss
          or shareholders' equity.

     3.   In June 1998, the Financial Accounting Standards Board (FASB) issued
          SFAS No. 133, " Accounting for Derivative Instruments and Hedging
          Activities." This statement requires that all derivative instruments
          be recorded on the balance sheet at their fair value. Changes in the
          fair value of derivatives are recorded each period in current earnings
          or other comprehensive income, depending on whether a derivative is
          designated as part of a hedge transaction and, if it is, the type of
          hedge transaction. SFAS No. 133, as amended, was effective for the
          Company beginning in the quarter ended March 31, 2001. Adoption of
          this statement did not have a material effect on results of
          operations, financial position or cash flows.

          In June 2001, the Financial Accounting Standards Board issued
          Statement of Financial Accounting Standards No. 141, "Business
          Combinations" (SFAS No. 141). SFAS No. 141 addresses financial
          accounting and reporting for business combinations. SFAS No. 141
          requires that all business combinations be accounted for by the
          purchase method. The provisions of this Statement apply to all
          business combinations initiated after June 30, 2001. This Statement
          also applies to all business combinations accounted for using the
          purchase method for which the date of acquisition is July 1, 2001, or
          later.

          In June 2001, the Financial Accounting Standards Board issued
          Statement of Financial Accounting Standards No. 142, "Goodwill and
          Other Intangible Assets" (SFAS No. 142). SFAS No. 142 addresses
          financial accounting and reporting for acquired goodwill and other
          intangible assets. The Statement also addresses how goodwill and other
          intangible assets should be accounted for after they have been
          initially

                                       6
<PAGE>

          recognized in the financial statements. The provisions of this
          Statement are required to be applied starting with fiscal years
          beginning after December 15, 2001. Management is currently evaluating
          how this Statement will impact the Company's financial position and
          results of operations.

     4.   Basic earnings (loss) per share is calculated as income (loss)
          available to common shareholders divided by the weighted-average
          number of shares of Common Stock outstanding during the periods.
          Diluted earnings (loss) per share is based on the weighted-average
          number of shares of Common Stock and potential common shares
          outstanding during the periods, including options and warrants
          computed using the treasury stock method to the extent they are
          dilutive.

          A reconciliation of the difference between the weighted-average number
          of common shares outstanding used to calculate basic earnings (loss)
          per share and the weighted-average number of common and potential
          common shares outstanding used to calculate diluted earnings (loss)
          per share is as follows (in thousands):

                                              For the             For the
                                            Three Months        Six Months
                                           Ended June 30,      Ended June 30,
                                          ----------------    ---------------
                                            2001     2000       2001     2000
                                          ------   ------     ------   ------
     Weighted-average number of
       common shares outstanding          11,321   12,860     11,320   12,820
     Effect of dilutive securities:
       Options                              --       --         --       --
                                          ------   ------     ------   ------
     Weighted-average number of common
       and potential common shares
        outstanding                       11,321   12,860     11,320   12,820
                                          ======   ======     ======   ======

          Options and warrants to purchase 4,185,000 and 2,986,000 shares of
          Common Stock were outstanding at June 30, 2000 and 2001, respectively
          but were not included in the computation of diluted earnings (loss)
          per share because the loss from continuing operations made this
          inclusion anti-dilutive.

     5.   The Company's reportable segments have been determined based on the
          nature of its operations, products offered to customers and
          information used by the Chief Operating Decision Maker, as defined by
          SFAS No. 131. Aris operates its database and Internet consulting
          businesses in two distinct geographic regions--the United States and
          the United Kingdom. Corporate costs are allocated between the United
          States and the United Kingdom based on budgeted revenues. Information
          technology training operations were discontinued during the year ended
          December 31, 2000 (see Note 6). Software operations were divested of
          during the year ended December 31, 2000 through the sale of 85% of
          it's stock in Noetix Corporation, formerly Aris Software, Inc., (see
          Note 8). As a result, the Company has changed it's internal management
          reporting to reflect segments of its business by geographical regions
          and therefore has reclassified the June 30, 2000 reportable segment
          disclosure to conform to the current classification. Segment operating
          results are measured based on net income (loss). Total revenue by
          segment represents sales to unaffiliated customers. Summarized
          financial information by segment for the three and six months ended
          June 30, 2001 and 2000 follows (in thousands):

                                           United      United     Continuing
                                           States      Kingdom    Operations
                                           ------      -------    ----------
     Three months ended June 30, 2001:
          Net revenue                      $  9,338    $ 3,630    $ 12,968
          Net loss                         $ (1,586)   $(1,125)   $ (2,711)

     Three months ended June 30, 2000:
          Net revenue                      $ 11,829    $ 3,982    $ 15,811
          Net loss                         $ (2,318)   $    (4)   $ (2,322)


                                       7
<PAGE>


                                           United      United     Continuing
                                           States      Kingdom    Operations
                                           ------      -------    ----------
     Six months ended June 30, 2001:
          Net revenue                      $ 18,678    $ 8,650    $ 27,328
          Net loss                         $ (2,149)   $  (749)   $ (2,898)

     Six months ended June 30, 2000:
          Net revenue                      $ 24,976    $ 8,131    $ 33,107
          Net income (loss)                $ (4,707)   $    84    $ (4,623)

     6.   In March 2000, the Company announced the closing and divestiture of
          its remaining U.S. "brick and mortar" training operations. The
          operations in Denver, CO and Washington, DC were closed during the
          second quarter of 2000. The operations of the Bellevue, WA and
          Portland, OR centers were sold to former members of the Company's
          management team on May 1, 2000. The operations of the Texas centers
          were sold to former members of the Company's management team on June
          2, 2000. Approximately 140 employees were terminated in connection
          with these closings and divestitures. The net cost of closure of
          approximately $4 million was charged to expense in the quarter ended
          March 31, 2000. From January 1, 2001 through June 30, 2001, this
          estimated loss from discontinued operations increased by approximately
          $343,000 (net of tax benefit of $120,000). This increase primarily
          relates to additional estimated losses on discontinued operation lease
          facilities and settlement of certain sales and use taxes.

          At June 30, 2001 $414,000 remained in accrued liabilities for
          discontinued training operations, primarily related to properties
          leased, not yet sublet.

     7.   In April 2000, the Company entered into a master services agreement to
          provide $6.0 million of eBusiness consulting services to General
          Electric Company ("GE") over a period of 12 months. If GE failed to
          meet its obligation to purchase such services by June 30, 2001, GE
          agreed to pay the Company the difference between the $6.0 million and
          the total of the amount paid for actual services provided during such
          period. As of the six months ended June 30, 2001 the Company had
          provided GE with approximately $7.4 million in services. In
          conjunction with GE's commitment to the aforementioned services, the
          Company granted GE warrants to purchase 150,000 shares of the
          Company's Common Stock at a purchase price of $6.4375 per share. The
          warrants vested immediately upon issuance and expire on April 20,
          2003. The fair value of these warrants has resulted in a non-cash
          charge of approximately $523,000, which was reflected as a reduction
          of revenues over the period services were provided.

     8.   On September 1, 2000, the Company sold 85% of its stock in Noetix
          Corporation, formerly Aris Software, Inc., ("Noetix") to investors led
          by Paul Song, the Company's Chairman of the Board and former Chief
          Executive Officer. Under the terms of a stock purchase agreement, the
          Company received 285,714 shares of Aris Common Stock. The Company
          retained 15% ownership in Noetix and accounts for such investment
          using the equity method. Additionally, Aris was granted warrants for
          the right to purchase 3.5 million shares of Noetix common stock. The
          Company recorded a gain on the sale of $287,000 during the year ended
          December 31, 2000. The Company receives approximately $68,000 monthly
          for rental of facilities and providing administrative and systems
          support services to Noetix through August 2001.

          On February 8, 2001, Aris returned all of its warrants to purchase 3.5
          million shares of Noetix common stock to Noetix Corporation. The
          Company received total consideration of $2.5 million in cash from
          Noetix. Subsequent to this transaction, Aris retains 2 million shares
          of Noetix stock following a two-for-one stock split in February 2001.


                                       8
<PAGE>

         During the six months  ended June 30,  2001,  the Company  recorded its
         equity interest in the net loss of Noetix of approximately  $205,000 as
         a component of other income, net. The Company also had a receivable due
         from Noetix of $33,000 at June 30, 2001.

     9.   On January 8, 2001 the Company closed its Fairfax, VA consulting
          office as a result of inadequate sales and prospects for future
          revenue growth. The Company incurred charges of $194,000 in severance
          and asset disposal costs associated with this closure.

     10.  On June 14, 2001, the Company signed an Amended and Restated Agreement
          and Plan of Merger by and among CIBER Inc., a Delaware corporation,
          ("CIBER"), Arsenal Acquisition Company, a Delaware corporation,
          pursuant to which Aris will merge with and into CIBER with CIBER being
          the surviving corporation, subject to Company shareholder approval. In
          connection with the Merger, Company shareholders will receive $1.30 in
          cash and 0.22 shares of CIBER common stock, subject to certain
          adjustments, for each share of Company common stock they hold (the
          "Merger Consideration"). The CIBER common stock component of the
          Merger Consideration can be adjusted up or down if the closing stock
          price of such stock is outside of a certain range. As a result of the
          Merger, CIBER will directly own all of the shares of the Company.

          The parties entered into a Second Amended and Restated Merger
          Agreement effective as of July 14, 2001 to provide for an adjustment
          to the Merger Consideration should the average daily consulting
          revenue, excluding certain permitted items, for each billing day
          during the two semi-monthly reporting periods prior to the closing
          date be less than $160,000. There is a potential for a three or six
          percent reduction in the Merger Consideration, all of which will be
          reflected, if at all, in the Stock Consideration portion of the Merger
          Consideration.

          The Company and CIBER expect to complete the merger as soon as
          possible after the special shareholder meeting scheduled on September
          11, 2001.

          During the quarter ended June 30, 2001, the Company incurred $398,000
          in professional service fees related to its impending merger with
          CIBER.

     11.  During the quarter ended June 30, 2001, the Company received a federal
          income tax refund of $1.6 million.

     12.  On August 3, 2001 the Company learned its $300,000 investment in the
          preferred stock of WorldStream Communications was impaired following
          an announcement that all business activities ceased as of that date.
          The Company subsequently wrote off its investment in WorldStream
          Communications effective June 30, 2001.

     13.  On August 13, 2001 the Company entered into an agreement to sell its
          corporate office building in Bellevue, WA for approximately $6.0
          million cash, net of closing costs, resulting in a gain of
          approximately $1.1 million.


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

     Aris' revenue is derived primarily from the sale and delivery of its
consulting services. Consulting revenue is derived primarily from fees billed to
clients for consulting services. Revenue from contracts that are billed on a
time and materials basis is recognized as services are performed. Revenue from
fixed price contracts is recognized on the percentage-of-completion method,
measured by the cost incurred to date and cost to complete compared to estimated
total costs for the contract. Aris bills clients on a monthly or semi-monthly
basis. Where revenue is recognized before an invoice is sent, the revenue in
excess of billings is recorded as consulting contracts in progress.
Occasionally, clients request that Aris provide hardware and software in
conjunction with consulting projects. In such cases, Aris recognizes as revenue
only the difference between its cost and the resale price for the software and
hardware.

     Training, now a discontinued operation, had derived revenue primarily from
fees charged to corporate clients for employee training, fees charged to
individual students for open enrollment classes, fees from curriculum and custom
courseware development for corporate clients and vendors such as


                                       9
<PAGE>

Microsoft, fees derived from the licensing of proprietary courseware to third
parties, and fees from performance improvement consulting and other
consulting-based education services. Training was provided at client facilities,
at Aris' training centers, and over the Internet or corporate intranets. In open
enrollment classes, the Company sought to fill each available seat in each
scheduled class. The Company continuously monitored this fill rate and canceled
or rescheduled classes that were under-enrolled. The Company divested of its US
"brick and mortar" training operations during the second quarter of 2000. The
Company sold its European training operations during the third quarter of 2000.
The Company's final training business element, its on-line training subsidiary,
Netcisive, Inc., was sold on December 21, 2000.

     The Company generated software revenue from the sale of its proprietary
software products, Aris DFRAG, TAMS, TAMS/O, Noetix Web Query and the
NoetixViews suite of products, and from maintenance and support contracts with
clients who purchased the software products. Revenue was recognized when there
was pervasive evidence of an arrangement with a fixed or determinable fee, the
software product was shipped and collection was probable. Software maintenance
and support was billed at the beginning of the contract period and was
recognized ratably throughout the term of the contract. On September 1, 2000,
the Company sold 85% of the shares of Noetix Corporation, formerly Aris
Software, Inc. ("Noetix"), a wholly owned subsidiary. The Company uses the
equity method to account for the remaining 15% ownership in Noetix.

     This commentary should be read in conjunction with the Company's Annual
Report on Form 10-K for the year ended December 31, 2000 and the Company's
Current Reports on Form 8-K for a full understanding of the Company's financial
condition and results of operations.

     All statements, trend analysis and other information contained herein
relative to markets for the Company's services and products and trends in
revenue, gross margin and anticipated expense levels, as well as other
statements including words such as "seek," "anticipate," "believe," "plan,"
"estimate," "expect," "intend," or statements that an event or result "will,"
"may," "could" or "might" occur or be achieved, and other similar expressions,
constitute forward-looking statements. These forward-looking statements are
subject to risks, uncertainties and other factors that may cause the Company's
actual results of operations to differ materially from those contained in the
forward-looking statements.


SIGNIFICANT EVENTS


     On February 8, 2001, Aris returned all of its warrants to purchase 3.5
million shares of Noetix common stock to Noetix Corporation. The Company
received total consideration of $2.5 million in cash from Noetix. Subsequent to
this transaction, Aris retains 2 million shares of Noetix stock following a
two-for-one stock split in February 2001.

     On June 14, 2001, the Company signed an Amended and Restated Agreement and
Plan of Merger by and among CIBER Inc., a Delaware corporation, ("CIBER"),
Arsenal Acquisition Company, a Delaware corporation, pursuant to which Aris will
merge with and into CIBER with CIBER being the surviving corporation, subject to
Company shareholder approval. In connection with the Merger, Company
shareholders will receive $1.30 in cash and 0.22 shares of CIBER common stock,
subject to certain adjustments, for each share of Company common stock they hold
(the "Merger Consideration"). The CIBER common stock component of the Merger
Consideration can be adjusted up or down if the closing stock price of such
stock is outside of a certain range. As a result of the Merger, CIBER will
directly own all of the shares of the Company.


                                       10
<PAGE>

     The parties entered into a Second Amended and Restated Merger Agreement
effective as of July 14, 2001 to provide for an adjustment to the Merger
Consideration should the average daily consulting revenue, excluding certain
permitted items, for each billing day during the two semi-monthly reporting
periods prior to the closing date be less than $160,000. There is a potential
for a three or six percent reduction in the Merger Consideration, all of which
will be reflected, if at all, in the Stock Consideration portion of the Merger
Consideration.

     During the quarter ended June 30, 2001, the Company incurred $398,000 in
professional service fees related to its impending merger with CIBER.

     During the quarter ended June 30, 2001, the Company received a federal
income tax refund of $1.6 million.

     On August 3, 2001 the Company learned its $300,000 investment in the
preferred stock of WorldStream Communications was impaired following an
announcement that all business activities ceased as of that date. The Company
subsequently wrote off its investment in WorldStream Communications effective
June 30, 2001.

     On August 13, 2001 the Company entered into an agreement to sell its
corporate office building in Bellevue, WA for approximately $6.0 million cash,
net of closing costs, resulting in a gain of approximately $1.1 million.


SIX MONTHS ENDED JUNE 30, 2001 COMPARED TO SIX MONTHS ENDED JUNE 30, 2000

     Total Revenue

     Total revenue decreased $5.8 million to $33.1 million for the six months
ended June 30, 2001 from $27.3 million for the six months ended June 30, 2000,
representing an 18% decrease. The reasons for the decline in revenue are as
follows:

     Consulting Revenue

     Consulting revenue decreased $2.8 million to $26.2 million for the six
months ended June 30, 2001 from $29 million for the six months ended June 30,
2000, representing a 10% decrease. Consulting revenue decreased as a result of
an overall decrease in the level of consulting activity. This is due to a slower
than anticipated growth in client spending on information technology consulting
services and high staffing turnover, both voluntary and involuntary, as a result
of the change in focus to eBusiness. The Company employed or contracted for the
services of an average of 283 full-time consultants and project managers during
the six months ended June 30, 2001 compared to 369 during the same six months
ended June 30, 2000.

     Software and Royalties Revenue

     Software and royalties revenue decreased $3 million to $1.1 million for the
six months ended June 30, 2001 from $ 4.1 million in the six months ended June
30, 2000, representing a decrease of 73%. The decrease in revenue is primarily
attributable to the sale of the Company's


                                       11
<PAGE>

wholly owned software subsidiary on September 1, 2000. The revenue in 2001
represents royalty revenue from Oracle Corporation product sales, which includes
the Company's time management software.

     Cost of Revenues

     Cost of revenues consists primarily of salaries and employee benefits for
consultants, project managers, subcontractor fees and related non-reimbursable
travel expenses. Cost of revenues decreased $3.6 million to $16.8 million in the
six months ended June 30, 2001 from $20.4 million in the six months ended June
30, 2000, representing a decrease of 18%. The decrease in cost of revenues is
due to the use of fewer consultants. Cost of revenues as a percentage of
revenues remained the same at 61% for the six months ended June 30, 2001 and the
six months ended June 30, 2000.

     Selling, General and Administrative Expense

     Selling, general and administrative ("SG&A") expense consists of salaries
and employee benefits for executive, managerial, administrative and sales
personnel; facility leases and related costs; bad debt expense; depreciation of
fixed assets; software license fees and maintenance contracts; travel and
related expenses. SG&A expenses decreased from $18.5 million in the six months
ended June 30, 2000, to $14.6 million in the six months ended June 30, 2001,
which represents a decrease of 21%. This decrease is a result of reduced
corporate and administrative headcount and cost reductions from streamlining
operations. Total SG&A expense, as a percentage of total revenue, decreased from
56% for the six months ended June 30, 2000 to 53% for the six months ended June
30, 2001.

     Amortization of Intangible Assets

     Amortization of intangibles was $1.7 million during the six months ended
June 30, 2001 and $1.9 million during the six months ended June 30, 2000. This
$200,000 decrease in amortization of intangibles resulted from certain portions
becoming fully amortized.

     Charges Related To Reorganizations and Merger

     The Company incurred $194,000 in severance and asset disposal costs
associated with the closure off its Fairfax, VA office on January 8, 2001. The
Company closed this office due to inadequate revenues and lack of future growth
potential.

     The Company also incurred $398,000 in costs associated with its impending
merger with CIBER, Inc.

     Income From Sale of Noetix Warrants

     On February 8, 2001, Aris returned all of its warrants to purchase 3.5
million shares of Noetix common stock to Noetix Corporation. The Company
received total consideration of $2.5 million in cash from Noetix.


                                       12
<PAGE>


     Other Income (Loss), Net

     Other income (loss), net, consists primarily of interest income on cash and
cash equivalents, finance charges assessed on past due accounts receivable, net
losses from the Company's equity investment in Noetix Corporation, rental income
from Noetix Corporation and write-downs in equity securities. Other income, net,
decreased from $414,000 for the six months ended June 30, 2000 to $291,000 for
the six months ended June 30, 2001. The decrease is attributable to the income
generated from the Company leasing a portion of its corporate offices in
Bellevue, WA to Noetix Corporation starting in September 2000, offset by the
impact of the $205,000 loss recorded, for the six months ended June 30, 2001 on
its equity investment in Noetix Corporation and the write-down in the Company's
$300,000 investment in WorldStream Communications.


     Income Tax Benefit

     The Company's income tax benefit decreased from a $2.6 million tax benefit
in the six months ended June 30, 2000 to a $610,000 tax benefit for the six
months ended June 30, 2001. This $2 million decrease in tax benefit is due to
the Company experiencing significantly lower net operating losses in 2001
compared to the same period in 2000 relative to the size of its non-deductible
goodwill expense and foreign taxes. As a result, the effective tax benefit rate
for the six months ended June 30, 2001 was approximately 17%, down from 36% for
the six months ended June 30, 2000.

     Discontinued Operations

     During the year ended December 31, 2000, the Company approved a plan to
discontinue training operations and all training business operating results are
correspondingly reported as discontinued operations. The consolidated financial
statements have been reclassified to segregate continuing and discontinued
operating results. Loss from discontinued operations, net of tax, represents the
results of training operations and changes to estimates of such losses. The
Company had losses from discontinued operations of $4.4 million ($5.5 million
loss, net of tax benefit of $1.1 million) for the six months ended June 30, 2000
and $343,000 ($463,000 loss net of tax benefit of $120,000) for the six months
ended June 30, 2001, respectively. The losses in 2000 relate primarily to net
operating losses and costs associated with the closure or sale of training
centers. These losses are less in 2001 relative to 2000 since the majority of
the closure or sale activity was initiated and completed in 2000. The loss in
2001 is primarily related to additional estimated losses for leases and
settlement of sales and use taxes that were a part of discontinued operations.

THREE MONTHS ENDED JUNE 30, 2001 COMPARED TO THREE MONTHS ENDED JUNE 30, 2000

     Total Revenue

     Total revenues decreased $2.8 million to $13 million for the quarter ended
June 30, 2001 from $15.8 million for the quarter ended June 30, 2000,
representing an 18% decrease. The reasons for the decline in revenues are as
follows:


                                       13
<PAGE>

     Consulting Revenue

     Consulting revenues decreased $1.2 million to $12.3 million for the quarter
ended June 30, 2001 from $13.5 million for the quarter ended June 30, 2000,
representing a 9% decrease. Consulting revenue decreased as a result of an
overall decrease in consulting activity levels. This is due to a slower than
anticipated growth in client spending on information technology consulting
services and high staffing turnover, both voluntary and involuntary, as a result
of the change in focus to eBusiness. The Company employed or contracted for the
services of an average of 273 full-time consultants and project managers during
the quarter ended June 30, 2001 compared to 343 during the quarter ended June
30, 2000.

     Software and Royalties Revenue

     Software and Royalties revenue decreased $1.6 million to $669,000 for the
quarter ended June 30, 2001 from $2.3 million in the quarter ended June 30,
2000, representing a decrease of 71%. The decrease in revenue is attributable to
the sale of the Company's wholly owned software subsidiary on September 1, 2000.
The revenue in 2001 represents royalty revenue from Oracle Corporation product
sales, which includes the Company's time management software.

     Cost of Revenues

     Cost of revenues decreased $1.4 million to $8 million in the quarter ended
June 30, 2001 from $9.4 million in the quarter ended June 30, 2000. The decrease
in cost of revenues is due to the use of fewer consultants. Cost of revenues as
a percentage of revenues was approximately 62% for the quarter ended June 30,
2001, up from 60% for the quarter ended June 30, 2000, primarily due to a
decline in average consultant billing rates.

     Selling, General and Administrative Expense

     Selling, general and administrative expense decreased $2.3 million to $7.1
million for the quarter ended June 30, 2001 from $9.4 million for the quarter
ended June 30, 2000, representing a decrease of 24%. This decrease is a result
of overall corporate and administrative headcount and cost reductions in
streamlining operations. Total SG&A expense, as a percentage of total revenue,
decreased from 59% for the quarter ended June 30, 2000 to 55% for the quarter
ended June 30, 2001.

     Charges Related To Reorganizations and Merger

     The Company incurred $398,000 in costs associated with its impending merger
with CIBER, Inc.

     Amortization of Intangible Assets

     Amortization of intangibles was $927,000 for the quarter ended June 30,
2000 and $835,000 during the quarter ended June 30, 2001. The $92,000 decrease
in amortization of intangibles was due to certain portions becoming fully
amortized.


                                       14
<PAGE>


     Other Income (Loss), Net

     Other income (loss), net, decreased $233,000 from $213,000 income for the
quarter ended June 30, 2000 to a loss of $20,000 for the quarter ended June 30,
2001. This decrease is primarily attributable to the income generated from the
Company leasing a portion of its corporate offices in Bellevue, WA to Noetix
Corporation starting in September 2000, offset by the impact of a $153,000 loss
recorded, for the quarter ended June 30, 2001 on its equity investment in Noetix
Corporation and the write-down in the Company's $300,000 investment in
WorldStream Communications.

     Income Tax Expense Benefit

     Income tax benefit decreased $675,000 to a benefit of $679,000 in the
quarter ended June 30, 2001 from a tax benefit of $1.4 million for the quarter
ended June 30, 2000. This benefit decrease is due to the Company experiencing
significantly lower net operating losses in 2001 compared to the same period in
2000 relative to the size of its non-deductible goodwill expense and foreign
taxes. As a result, the effective tax benefit rate for the quarter ended June
30, 2001 was approximately 20% down from 37% for the quarter ended June 30,
2000.

     Discontinued Operations

     The Company had losses of $243,000 ($312,000 loss, net of tax benefit of
$69,000 million) for the quarter ended June 30, 2000 and $263,000 ($343,000 loss
net of tax benefit of $80,000) for the six months ended June 30, 2001,
respectively. The losses in 2000 relate primarily to net operating losses and
costs associated with the closure or sale of training centers, the majority of
which was completed at the end of the first quarter (US training) and the third
quarter (European training) of 2000. The loss in 2001 is related primarily to
additional estimated losses for leases and settlement of sales and use taxes
that were a part of discontinued operations.


LIQUIDITY AND CAPITAL RESOURCES

     As of June 30, 2001, the Company had working capital of $23 million,
including cash and cash equivalents of $9.8 million. As of December 31, 2000,
Aris had working capital of $25.0 million, including cash and cash equivalents
of $7.4 million. Aris intends to finance its working capital needs, as well as
purchases of additional property and equipment for its operations, from existing
cash balances and any cash generated by operations.

     During the six months ended June 30, 2001, the Company increased net cash
by $2.5 million. Net cash of $2.2 million was used in operations. Investing
activities provided $4.6 million in cash, primarily from the return of Noetix
Corporation warrants for $2.5 million and the sale of short-term investments for
approximately $2.5 million. Financing activities provided $142,000 from the sale
of stock for Employee Stock Purchase Plan contributions.


                                       15
<PAGE>

     At June 30, 2001, the Company had accounts receivable of $13.4 million
equivalent to 93 days sales outstanding (DSO). At December 31, 2000, the Company
had accounts receivable of $14.6 million equivalent to 104 days sales
outstanding. The change in DSO is primarily a function of timing differences in
invoicing activity and collection patterns at those two points in time.

     The Company had a $10 million line of credit with US Bank, a division of
First Bank Systems. The credit line provided access to funds for general
business purposes and was collateralized by substantially all of the Company's
assets. The credit line contained various affirmative and negative covenants,
which required, among other things, maintenance of a certain level of working
capital, a certain current ratio and tangible net worth. The Company had always
been in compliance with the requirements of the agreement and the credit line
expired in June 2001 and was not renewed. This credit line was never utilized.


RECENT ACCOUNTING PROUNCEMENTS

     In June 1998, FASB issued SFAS No. 133, " Accounting for Derivative
Instruments and Hedging Activities." This statement requires that all derivative
instruments be recorded on the balance sheet at their fair value. Changes in the
fair value of derivatives are recorded each period in current earnings or other
comprehensive income, depending on whether a derivative is designated as part of
a hedge transaction and, if it is, the type of hedge transaction. SFAS No. 133,
as amended, was effective for the Company in the quarter ended March 31, 2001.
The Company's adoption of this statement did not have a material impact on
results of operations, financial position or cash flows.

     In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 141, "Business Combinations" (SFAS No. 141).
SFAS No. 141 addresses financial accounting and reporting for business
combinations. SFAS No. 141 requires that all business combinations be accounted
for by the purchase method. The provisions of this Statement apply to all
business combinations initiated after June 30, 2001. This Statement also applies
to all business combinations accounted for using the purchase method for which
the date of acquisition is July 1, 2001, or later.

     In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets"
(SFAS No. 142). SFAS No. 142 addresses financial accounting and reporting for
acquired goodwill and other intangible assets and supersedes APB Opinion No. 17,
"Intangible Assets." The Statement also addresses how goodwill and other
intangible assets should be accounted for after they have been initially
recognized in the financial statements. The provisions of this Statement are
required to be applied starting with fiscal years beginning after December 15,
2001. Management is currently evaluating how this Statement will impact the
Company's financial position and results of operations.


                                       16
<PAGE>


ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

     The primary market risk to Aris is the effect of changes in foreign
currency exchange rates. Income from Aris' foreign operations is frequently
denominated in foreign currencies, thereby creating exposures to fluctuations in
exchange rates. This foreign currency exposure is monitored by the Company as an
integral part of the Company's overall risk management program, which recognizes
the unpredictability of financial markets and seeks to reduce the potentially
adverse effect on the Company's results. The effect of changes in exchange rates
on Aris' earnings has been small relative to other factors that also affect
earnings, such as sales and operating margins.

     Aris maintains an investment portfolio of certificates of deposits and
equity securities. These investments are classified as available for sale and,
consequently, are recorded on the balance sheet at fair value with any
unrealized gains or losses reported as a separate component of accumulated other
comprehensive income unless they represent an other than temporary decline, in
which case, they are recorded as a loss from operations. Part of this portfolio
includes an investment in 295,454 shares of Gilat (now known as Mentergy) common
stock (NASDAQ National Market, symbol "MNTE", formerly "GICOF"), received as
part of the proceeds from the sale of the Company's European training
operations. The value of these securities is subject to market price volatility.
For example, as a result of recent market price volatility, the Company
experienced a $295,000 unrealized loss during the six months ended June 30,
2001. Since this price decline was considered to be temporary, the Company
included the loss in accumulated other comprehensive loss in shareholders'
equity on the balance sheet.

                                     PART II
                                OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS

     The Company is involved from time to time in routine legal proceedings
incidental to its business. As of June 30, 2001, the Company was not involved in
any material legal proceedings.


ITEM 2. CHANGES IN SECURITIES

     Not applicable.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     Not applicable.



                                       17
<PAGE>

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

     The Annual Meeting of Shareholders of Aris Corporation was held on May 17,
2001. A total of 10,625,817 shares of the Company's Common Stock were
represented in person or by proxy at the meeting, which comprised 93.86% of the
total number of shares of the Company's Common Stock outstanding as of March 19,
2001, the record date for the meeting. The following three proposals were
considered and voted on by the shareholders of the Company.

     Election of Director. At the meeting, Kendall W. Kunz was re-elected to
serve as Class III director of the Company, each for a term of three years until
the Company's Annual Meeting of Shareholders in 2004. Mr. Kunz received
8,947,413 votes, which represents 84.21% of the shares present at the meeting in
person or by proxy. Continuing as directors of the Company are Barry L. Rowan
and Kenneth A. Williams, both Class II directors whose terms expire in 2002 and
Paul Song and Bruce Kennedy, as Class I directors whose terms expires in 2003.

     An amendment to the 2000 Stock Option Plan. The Company's shareholders
approved an amendment to the Company's 2000 Stock Option Plan (the "Plan") and
to allow the Plan administration to replenish the number of shares of Common
Stock reserved for issuance under the Plan from time to time, as recommended by
the Board of Directors of the Company. Currently 2,500,000 shares are reserved
for issuance thereunder. Of the votes represented at the meeting, 4,492,914
votes, which represents 39.69% of the Company's Common Stock outstanding on
March 19, 2001, were cast in favor of the proposal, 3,222,808 votes, which
represents 28.46% of the Company's Common Stock outstanding on March 19, 2001,
were cast against the amendment to the Plan, 5,288 votes, which represents 0.05%
of the Company's Common Stock outstanding on March 19, 2001 and 3,600,106 votes,
which represents 31.80% of the Company's Common Stock outstanding on March 19,
2001, abstained or were unvoted, respectively.

     An amendment to the 1998 Employee Stock Purchase Plan. The Company's
shareholders approved an amendment to the Company's 1998 Employee Stock Purchase
Plan (the "ESPP") to increase the number of shares of Common Stock reserved for
issuance under the ESPP from 800,000 to 1,200,000, as recommended by the Board
of Directors. Of the votes represented at the meeting, 7,361,207 votes, which
represents 65.02% of the Company's Common Stock outstanding on March 19, 2001,
were cast in favor of the proposal, 354,985 votes, which represents 3.14% of the
Company's Common Stock outstanding on March 19, 2001, were cast against the
amendment to the ESPP, 4,818 votes, which represents 0.04% of the Company's
Common Stock outstanding on March 19, 2001 and 3,600,106 votes, which represents
31.80% of the Company's Common Stock outstanding on March 19, 2001, abstained or
were unvoted, respectively.

     Appointment of PricewaterhouseCoopers LLP as independent accountants of the
Company. The Company's shareholders ratified the appointment of
PricewaterhouseCoopers LLP as independent accountants of the Company for its
fiscal year ending December 31, 2001. Of the votes represented at the meeting,
10,607,960 votes, which represents 93.70% of the Company's Common Stock
outstanding on March 19, 2001, were cast in favor of the proposal, 14,991 votes,
which represents 0.13% of the Company's Common Stock outstanding on March 19,
2001, were cast against the appointment of PricewaterhouseCoopers LLP as
independent accountants of the Company for its fiscal year ending December 31,
2001, and 698,165 votes,


                                       18
<PAGE>

which represents 6.17% of the Company's Common Stock outstanding on March 19,
2001, abstained or were unvoted, respectively.


ITEM 5. OTHER INFORMATION

     None.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (A)  EXHIBITS

          None.

     (B)  REPORTS ON FORM 8-K


     On June 28, 2001, the Company filed a Current Report Form 8-K under Item 5
reporting that Aris Corporation ("Aris" or the "Company") signed an Amended and
Restated Agreement and Plan of Merger by and among CIBER Inc., a Delaware
corporation, ("CIBER"), Arsenal Acquisition Company, a Delaware corporation and
Aris entered into as of June 14, 2001 pursuant to which Aris will merge with and
into CIBER with CIBER being the surviving corporation.


                                       19
<PAGE>


                                    SIGNATURE


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


     Dated this 14th day of             Aris Corporation
     August, 2001.


                                        By: /s/ Fred Schapelhouman
                                            ------------------------
                                            Fred Schapelhouman
                                            Vice President, Finance;
                                            Chief Financial Officer

                                            (Principal Financial and Accounting
                                            Officer and Duly Authorized Officer)



                                    EXHIBITS


     PAGE                  EXHIBIT NUMBER                         EXHIBIT NAME


                                       20