SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                 FORM 10-KSB

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
                     THE SECURITIES EXCHANGE ACT OF 1934

                  For The Fiscal Year Ended January 31, 2001
                        Commission File Number 1-9115

                               COMPUTRAC, INC.
                (Name of small business issuer in its charter)

               Texas                                      75-1540265
   (State or other jurisdiction of                      (I.R.S. employer
    incorporation or organization)                     identification no.)

  222 Municipal Drive, Richardson, Texas                     75080
 (Address of principal executive offices)                  (Zip Code)

        Issuer's telephone number, including area code (972) 234-4241

         SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                              Name of Each Exchange
              Title of Each Class              on Which Registered
              -------------------              -------------------
          Common Stock, $.01 par value       American Stock Exchange

  SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:  NONE

 Check whether  the issuer  (1) filed  all reports  required to  be filed  by
 Section 13 or 15(d) of the  Exchange Act during the  past 12 months (or  for
 such shorter period that the Registrant  was required to file such  reports)
 and (2) has been subject to such filing requirements for the past 90 days.
 Yes (X)  No (  )

 Check if disclosure of delinquent filers pursuant to Item 405 of  Regulation
 S-B is not contained in this form,  and no disclosure will 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-KSB or any
 amendment to this Form 10-KSB  [X]

 The issuer's  revenues for  the  fiscal year  ended  January 31,  2001  were
 $3,271,270.

 As of April 30, 2001, the aggregate market value of the voting stock held by
 non-affiliates of the issuer was $2,035,996.

 As of  April 30,  2001, the  number of  shares outstanding  of the  issuer's
 common stock was 7,094,354.

                     DOCUMENTS INCORPORATED BY REFERENCE

 Parts of the issuer's Proxy Statement  for the issuer's 2001 Annual  Meeting
 of Shareholders are incorporated by reference  in Part III of this Form  10-
 KSB Report.

 Transitional Small Business Disclosure Format (check one)
                              Yes (  )  No (X)

<PAGE>

                                    PART I

 Item 1.   Description of Business


 General

      The Company  was organized  under the  laws of  the State  of Texas  in
 January, 1977.    The  Company  develops,  markets,  services  and  supports
 integrated computer  systems  and  software applications  designed  for  law
 firms.  The Company's products assist its customers in such applications  as
 timekeeping, tracking  disbursements,  billing, accounting,  management  and
 financial reporting,  conflict of  interest and  other law  firm  management
 applications.  The Company markets its systems throughout the United  States
 and Canada.

      The Company believes that, historically, it  has been one of the  major
 suppliers  of  computer  systems  and  services   for  law  firms  over   50
 timekeepers.  Substantially all of the  systems marketed by the Company  are
 sold in conjunction with services including a separately priced  maintenance
 agreement,  customized  conversion  services,  customer  training,  customer
 support, product enhancements  and software maintenance  services.   Ongoing
 maintenance revenue and support  services have  provided the Company with  a
 continuing source of revenue.


 Law Firm Management System

      Software which  enables  law  firms to  more  efficiently  perform  and
 evaluate administrative  and business  functions constitutes  the  Company's
 principal  products.  These  products are  called  the Law  Firm  Management
 System ("LFMS").  The Company's  earlier generation  products, designed  for
 medium to large law firms, run on mini-computers in either the HP3000 Series
 or the HP9000 Series, while some  peripheral products run on  IBM-compatible
 micro-computers.  The  Company's current  software applications  run in  the
 Microsoft Windows 2000 operating environment and are based  on Microsoft SQL
 Server.

      The core of the Company's software includes the ability to capture time
 and disbursements incurred on behalf of clients, billing, trust  accounting,
 accounts payable, accounts receivable,  general ledger, drill-down  inquiry,
 profitability  analysis, and  management and financial  reporting.  Practice
 management software included within the LFMS SQL software system consists of
 modules such as conflict of interest software developed by the Company.


 Intellectual Property Rights

      The Company regards all of its  software products as proprietary.   The
 Company does not  sell or  transfer title to  its software.   The  Company's
 software products are generally  licensed to end-users on  a "right to  use"
 basis pursuant to  a perpetual non-transferable  license that restricts  the
 use of the software to the  customer's operations at one or more  designated
 computer  sites.    The  Company  relies  on  a  combination  of  copyright,
 trademark, and trade secret laws, as  well as non-disclosure agreements,  to
 establish and maintain its proprietary rights.  Computer software  generally
 cannot  be  patented  and  existing  copyright  laws  afford  only   limited
 protection.  Also, there can be no assurance that the Company's  competitors
 will not independently develop software that is equivalent to the Company's.
 Further, no assurance can be given that the Company will have the  financial
 resources  to  engage   in  litigation  against  parties  who  may  infringe
 its intellectual  property rights.  While  the  Company  realizes  that  its
 competitive position may be affected by  its ability to legally  protect its
 software, the  Company  believes  the impact  of  this  protection  is  less
 significant to its  commercial success  than factors  such as  the level  of
 experience of the Company's personnel, name recognition, and the  successful
 development and marketing of new products.


 Hardware

      The earlier generation LFMS software is designed for use in conjunction
 with various network operating systems operating  with either the HP3000  or
 HP9000 UNIX-based computer systems,  which the customer typically  purchased
 from the Company.


 Marketing

      The Company  markets  its  products  through  presentations  at  state,
 regional and national  conferences of lawyers,  law firm administrators  and
 information system  managers.  The Company also  advertises in regional  and
 national publications and engages in telemarketing and direct mail campaigns
 focused on the legal market


 Maintenance, Installation and Training

      The Company provides software maintenance for a fixed monthly fee which
 covers  enhancements,  modifications  and   improvements  to  the   licensed
 software.  Such services  do not generally require  customer site visits  by
 Company personnel.

      The   CompuTrac   software   products   are   installed   by    Company
 representatives  on personal  computers located at the law firm client site.
 Customer training on  the products is  conducted either on-site  at the  law
 firm office or  at the Company's  training center located  at the  Company's
 corporate offices  in  Richardson,  Texas.   All training  is  conducted  by
 experienced Company personnel.


 Competition

      The computer software systems industry is highly competitive.  Software
 designed to accomplish substantially  the same purposes  as the products  of
 the Company  is readily  available from  several  competitors.  The  Company
 competes on  the basis  of the  quality of  its products  and services,  its
 insights into  the  needs of  law  firms  and its  reputation.  The  Company
 believes that  its  pricing  policies are  competitive  with  those  of  its
 competitors.


 Employees

      As of April 30,  2001, the Company employed  33 full-time employees  No
 employees are represented by a union  or covered by a collective  bargaining
 agreement.  The Company believes that its relationship with its employees is
 good.


 Research and Development

      During each  of the  two years  ended January  31, 2001  and 2000,  the
 Company  expended   approximately  $1.1   million  on   software   research,
 development and production  costs.  Net  software research, development  and
 production expenses, after  capitalization of  certain software  development
 costs, amounted to  $520,000 for  the fiscal  year ended  January 31,  2001,
 and $505,000  for the  fiscal year  ended  January 31,  2000.   The  Company
 anticipates its  expenditures for  research, development  and production  in
 fiscal 2002 will decrease from current levels.


 Cautionary Language Regarding Forward-looking Statements

      This Form 10-KSB contains  "forward-looking" statements, as defined  in
 Section 21E of  the Securities Exchange  Act of 1934,  as amended, that  are
 based on current expectations,  estimates and  projections.  Statements that
 are not historical facts, including  statements about the Company's  beliefs
 and expectations, are forward-looking statements.  These statements  contain
 potential risks and uncertainties and, therefore, actual results may  differ
 materially.  There are numerous factors, which are not within the  Company's
 control, that may cause actual results to differ from those contemplated  by
 such forward-looking statements, including but not limited to the rapid rate
 of change in  computer hardware and  software technology  and the  potential
 obsolescence of the Company's existing products; the development of superior
 products  by  competitors;  increased  competition  from  existing  and  new
 competitors; the  lack  of  acceptance of  the  Company's  new  or  existing
 products by customers; dependence on Hewlett-Packard for the availability of
 hardware to  support the  LFMS software;  and  adverse changes  in  economic
 conditions in the legal  profession or the economy  generally.  The  Company
 has recently begun selling and installing its new CompuTrac LFMS for Windows
 software products and there can be no assurance that the CompuTrac LFMS  for
 Windows products will be successful in competing with competitors'  software
 products in the law firm management software market.  The Company undertakes
 no obligation to update publicly any forward-looking statements whether as a
 result of new information, future events or otherwise.


 Item 2. Description of Property

      The Company owns  its corporate headquarters  and operating  facilities
 located in  Richardson  (Dallas  County),  Texas.    The  building  contains
 approximately 20,000 square  feet and has  a parking  area of  approximately
 50,000 square feet.

  The Company  believes its  current facility  is of  adequate size  for  the
 conduct of its business.

      In connection with its systems development and servicing programs,  the
 Company owns and  operates one  HP 3000 Micro  Classic, one  HP 3000  Series
 937LX, one HP 3000 Series 957, one HP 9000 Series 887 and one HP 9000 Series
 817.   The Company  also  owns and  utilizes  various local  area  networks,
 personal computers and other peripheral equipment including printers, micro-
 computers, scanners and other equipment.


 Item 3. Legal Proceedings

      The Company is not a party  to any significant legal proceedings.   The
 Company is not aware of any pending or contemplated proceeding against it by
 governmental authorities concerning environmental matters. The Company knows
 of no legal proceedings, pending or threatened, or judgments entered against
 any Director or Officer of the Company in his or her capacity as such.


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

      No matters were  submitted to  a vote  of shareholders  of the  Company
 during the fourth quarter of the fiscal year ended January 31, 2001.


                                   PART II


 Item 5.   Market for Common Equity and Related Stockholder Matters

      The Company's Common  Stock is traded  on the  American Stock  Exchange
 under the trading symbol "LLB".  The  Company has not declared or paid  cash
 dividends since fiscal 1988  and does not anticipate  any dividends will  be
 declared or paid in the foreseeable  future.  The Company intends to  retain
 any earnings  to finance  the development  and  expansion of  the  Company's
 operations.

      At April 30, 2001, there were  approximately 240 holders of record  and
 approximately 1,500 beneficial owners  of the Company's  Common Stock.   For
 the periods indicated below, the following table sets forth the high and low
 sales prices as reported by the American Stock Exchange.


                                                Market Price
                                         ---------------------------
                                          High                 Low
                                         ------               ------
 2000 Fiscal Year:
      First Quarter                      1.2500               0.7500
      Second Quarter                     1.1875               0.8750
      Third Quarter                      1.0000               0.5625
      Fourth Quarter                     2.8125               0.5625

 2001 Fiscal Year:
      First Quarter                      4.0000               0.7500
      Second Quarter                     1.6875               0.5000
      Third Quarter                      0.6875               0.3125
      Fourth Quarter                     0.6250               0.1250


      The closing sales price  per share of the  Common Stock on the American
 Stock Exchange on April 30, 2001 was $0.40.


 Item 6.  Management's Discussion and Analysis of Financial Condition and
          Results of Operations


 Results of Operations

     The following table sets forth,  for the fiscal years indicated, items
     in the Consolidated Statements of Operations expressed as a percentage
     of operating revenues:

                                                    Year Ended January 31,
                                                       2001        2000
                                                       ----        ----
 Revenues:
     Systems sales                                        9 %        21%
     Services and support                                91          79
                                                       ----        ----
                                                        100         100
 Costs and expenses:
     Cost of system sales                                 4           8
     Cost of services and support                         7           5
     Amortization of capitalized software                13           7
     Write-down of capitalized software                  16
     Operating expenses                                  53          23
     Selling, general and administrative expenses       102          53
     Software research and development costs             16          10
                                                       ----        ----
                                                        211         106

     Loss from operations                              (111)         (6)
     Gain on sale of land                                38
     Interest income, net                                 4           3
                                                       ----        ----
     Net loss                                           (70) %       (3)%
                                                       ====        ====


 Year Ended January 31, 2001 compared to Year Ended January 31, 2000

      Total revenues  declined  from $5.2  million  in fiscal  2000  to  $3.3
 million, a decrease of $1.9 million, or -37% as compared to the prior fiscal
 year.  System  sales revenues decreased  $773,000, or -72%  from just  under
 $1.1 million in fiscal 2000  to $306,000 in fiscal  2001.  The decrease  was
 due to the Company's changeover to the LFMS SQL version in mid- fiscal 2001.
  The last Access-based  system was sold  in the 1st  quarter, and the  first
 sales of SQL systems were in the 4th quarter.

      Services and support revenues decreased 29%, or just under $1.2 million
 from $4.1 million in fiscal 2000 to  $2.9 million in fiscal  2001.  Services
 and support  revenues are  comprised of  software and  hardware  maintenance
 fees, programming support  charges and  various other  service revenue  fees
 such as training,  installation and conversion  revenues.   The decrease  in
 services and support revenues  in fiscal 2001  is attributable to  decreased
 services associated with fewer new systems sales during the period, as  well
 as decreased support for Y2K programming in fiscal 2001.

      Cost of  system sales  as a  percentage of  system sales  revenues  was
 unchanged between  periods  at 40%.    Cost of  services  and support  as  a
 percentage of services and  support revenue increased  slightly, from 5%  in
 fiscal 1999 to 8% in fiscal 2000.  Cost of services and support is primarily
 comprised of programming  and support staff  costs directly associated  with
 the performance  of the  requested service  and  certain third  party  costs
 associated with maintenance fees included in services and support  revenues.
  The fixed nature of  the third party  costs resulted in  the increase as  a
 percentage of services and support revenue.

      Amortization of capitalized software increased from $371,064 in  fiscal
 2000 to $ 435,532 in fiscal 2001, as software development costs  capitalized
 for the new SQL  system became subject  to amortization  in the 4th quarter.
 At year-end, management reviewed the net realizable value of the capitalized
 software and determined that an adjustment for impairment was needed,  based
 on a  conservative projection  of the  net present  value of  sales  revenue
 attributable to the software.

      Operating expenses  increased $525,000,  or 43%  from $1.2  million  in
 fiscal 2000 to $1.74 million in  fiscal 2000. This increase is  attributable
 to an increase  in personnel costs  associated with  the company's  computer
 support  and  training  services,  as  well  as  a  smaller  percentage   of
 development costs being capitalized during the year.

      Selling, general and administrative  expenses increased $595  thousand,
 or 22%,  from $2.7  million in fiscal 2000 to  $3.4  million in fiscal 2001.
 This increase was primarily attributable to  the renegotiation of the  CEO's
 employment contract and accruals for severance costs.  In December, 2000 and
 January, 2001  the  Company  reduced  its  workforce  to  bring  development
 expenses  into  line  with  current sales  and  cash-flow  projections.   In
 conjunction with  this reorganization,  the Company  renegotiated the  Chief
 Executive Officer's compensation plan, terminating the old plan and entering
 into a new month-to-month agreement.  As consideration for the restructuring
 of the agreement, the Company issued a  demand note to the CEO for  $817,659
 and recorded a charge for  that  amount.  This  note amount represents a 15%
 ($144,000)  discount to the  Company.   The benefits  to the  Company are  a
 $176,000 reduction  in  total payments  to  be made  over  the life  of  the
 original agreement, as well as a significant potential deferral of cash flow
 during fiscal  2002 and  2003  while the  Company  establishes the  new  SQL
 version of LFMS in the marketplace.

      Software research  and development  expenses increased  $15,000, or  3%
 from $505,000 in fiscal 2000 to $520,000  in fiscal 2001.  The Company  will
 continue to capitalize  those costs associated  with continued  enhancements
 and improvements to the  CompuTrac LFMS for Windows  and LFMS 2000  software
 product lines.

      The gain on sale of land held for resale was the result of the sale  of
 the Frisco, TX land that the Company had owned since 1989.

      Net interest  income decreased  12%, from  $134,000 in  fiscal 2000  to
 $118,000 in  fiscal  2001  due  to lower  interest  rates  and  fewer  funds
 available for  investment purposes  between periods.   In  fiscal 2000,  net
 interest income was comprised of approximately $143,000 of interest  income,
 relating primarily to  investment interest income,  offset by  approximately
 $9,000 of  non-operating  expense  of which  $7,000  was  mortgage  interest
 expense.  In fiscal 2001, net interest income was comprised of approximately
 $119,000 of  interest  income,  relating primarily  to  investment  interest
 income, offset  by approximately  $1,000 of  non-operating expense  mortgage
 interest expense.


 Fluctuations in Interim Period Operating Results

      Management of the Company believes that, historically, interim  results
 and period-to-period  comparisons  have  been  neither  predictable  nor  an
 accurate measure of the annual performance of the Company.  The Company  has
 experienced  and  expects   to  continue   to  experience   period-to-period
 fluctuations  in  the  number  of  systems sold,  revenues and  net  income.
 Although recent revenues  of the Company  have primarily  been derived  from
 service and support  revenues, fluctuations  in LFMS  system sales  revenues
 have historically resulted  from the sale  of a small  number of  relatively
 expensive systems.  Additionally, sales are not recognized evenly throughout
 the fiscal year or any interim period, thus making meaningful interim period
 comparisons  difficult.  These fluctuations  may  also  have  a  significant
 impact on profitability in any interim period as a result of the  relatively
 fixed nature  of operating  costs and  selling, general  and  administrative
 expenses.


 Liquidity and Capital Resources

       Cash  used in  operating activities  was $883,000  during fiscal  2001
 compared with $254,000 provided by operating activities during fiscal  2000.
 This  is  due  primarily  to the  increase  in  the Net  Loss  and  non-cash
 compensation expense, offset by the gain on sale of land.

 Cash provided  by investing  activities during  fiscal 2001  was  $3,130,000
 compared to $772,000 used by investing  activities during fiscal 2000.   The
 increase is attributable primarily to the sale of the Frisco, TX land in the
 4th quarter  and  maturities  of  Certificates  of  Deposit.  Cash  used  in
 financing activities during fiscal 2001 was $417,000 compared with  $129,000
 used during fiscal 2000.  The increase in cash used in financing  activities
 was primarily attributable to  payments made for  prior year treasury  stock
 purchases,  and  a  decrease  in  principal  payments  associated  with  the
 Company's mortgage note payable between periods.  The mortgage was paid  off
 during fiscal 2001.

      The  Company  has  not  made  any  material  commitments  for   capital
 expenditures; however, the Company  anticipates continued expenditures  will
 be made during fiscal 2002 in the areas of development, sales, marketing and
 support of  its CompuTrac  LFMS for  Windows  software products.  Until  the
 Company is able to generate consistent  positive cash flow from  operations,
 these expenditures  will be  funded in  part by  cash flow  from  investment
 activities of the Company.

      At January  31, 2001  and  2000, the  Company  has established  a  100%
 valuation allowance to fully offset the  net deferred tax asset balances  of
 $2,252,000 and $1,657,000, respectively.  Factors considered in management's
 assessment that significant uncertainties exist regarding the realization of
 these assets include (1) uncertainty regarding the future success and timing
 of sales  of the  Company's new  Windows-based products,  (2) financial  and
 economic pressures  in the  Company's primary  customer market  (i.e.  legal
 industry) and (3) historical operating losses over the last several years.


 Item 7.  Financial Statements

 BALANCE SHEETS
                                                     Year Ended January 31,
                                                     2001             2000
                                                  ----------       ----------
 ASSETS

 Current assets:
   Cash and cash equivalents                     $ 2,182,649      $   352,970
   Short-term investments                            200,000        2,200,000
   Accounts receivable, net of allowance
     for doubtful accounts of $20,000
     and $119,000, respectively                      312,355          610,510
   Other current assets                              129,935          376,953
                                                  ----------       ----------
     Total current assets                          2,824,939        3,540,433

 Property, furniture and equipment                 1,021,894        1,181,846
 Land held for resale                                      -          254,122
 Capitalized software                              1,499,998        2,140,252
 Other assets                                        452,234          551,274
                                                  ----------       ----------
     Total assets                                $ 5,799,065      $ 7,667,927
                                                  ==========       ==========

 LIABILITIES AND SHAREHOLDERS' EQUITY

 Current liabilities:
   Accounts payable                              $   104,047      $   142,573
   Accrued expenses                                  243,855          144,716
   Note payable - related party                      817,659          434,625
   Deferred systems revenues                          92,193          190,750
   Short-term portion of mortgage note payable             -           23,193
                                                  ----------       ----------
     Total liabilities                             1,257,754          935,857
                                                  ----------       ----------

 Commitments and contingencies                             -                -

 Shareholders' equity:
   Preferred stock, $1.00 par value,
     2,000,000 shares authorized, no
     shares issued and outstanding                         -                -
   Common stock, $.01 par value, 13,000,000
    shares authorized, 7,077,384 and
    6,988,706 shares issued, respectively             70,774           69,887
   Additional paid-in capital                      8,538,802        8,478,866
   Retained deficit                               (2,617,169)        (332,242)
                                                  ----------       ----------
                                                   5,992,407        8,216,511
   Less:  treasury shares, at cost, 687,364
     and 720,391 shares, respectively             (1,451,096)      (1,484,441)
                                                  ----------       ----------
     Total shareholders' equity                    4,541,311        6,732,070
                                                  ----------       ----------
   Total liabilities and shareholders' equity    $ 5,799,065      $ 7,667,927
                                                  ==========       ==========

 See accompanying notes to financial statements.

<PAGE>

 STATEMENTS OF OPERATIONS

                                                    Year Ended January 31,
                                                     2001             2000
                                                  ----------       ----------
 Revenues:
   Systems sales                                 $   305,987      $ 1,078,903
   Services and support                            2,965,283        4,148,429
                                                  ----------       ----------
                                                   3,271,270        5,227,332

 Costs and expenses:
   Cost of system sales                              122,875          431,052
   Cost of services and support                      230,750          249,293
   Amortization of capitalized software              435,532          371,064
   Write-down of capitalized software                519,640                -
   Operating expenses                              1,220,294        1,215,014
   Selling, general and administrative expenses    3,869,038        2,753,699
   Software research and development costs           520,129          505,130
                                                  ----------       ----------
                                                   6,918,258        5,525,252

   Loss from operations                           (3,646,988)        (297,920)

   Gain on sale of land                            1,243,967                -
   Interest income, net                              118,094          133,856
                                                  ----------       ----------
                                                   1,362,061          133,856
                                                  ----------       ----------
   Net loss                                      $(2,284,927)     $  (164,064)
                                                  ==========       ==========

   Loss per share - basic and diluted                 ($0.36)          ($0.03)
                                                  ==========       ==========
   Weighted average number of common shares -
     Basic and diluted                             6,283,766        6,391,463
                                                  ==========       ==========

 See accompanying notes to financial statements.

<PAGE>

<TABLE>
 STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY


                                                          Additional
                                       Common Stock        Paid In       Retained          Treasury Stock
                                   Shares       Amount     Capital       Earnings       Shares       Amount       Total
                                  ---------     --------   ---------   ----------     --------    ----------    ---------
 <S>                              <C>          <C>        <C>         <C>             <C>        <C>           <C>
 Balance at February 1, 1999      6,988,706    $  69,887  $8,782,504  $  (168,178)     521,509   $(1,316,486)  $7,367,727

 Purchase of treasury stock               -            -           -            -      359,396      (578,271)    (578,271)

 Treasury stock reissued                  -            -    (303,638)           -     (160,514)      410,316      106,678

 Net loss                                 -            -           -     (164,064)           -             -     (164,064)
                                  ---------------------------------------------------------------------------------------
 Balance at January 31, 2000      6,988,706       69,887   8,478,866     (332,242)     720,391    (1,484,441)   6,732,070

 Sale of treasury stock                   -            -     (77,242)           -      (53,963)      111,164       33,922

 Stock issued pursuant to
  employee stock option plan         88,678          887      83,736            -       20,936       (77,819)       6,804

 Compensation expense
  related to employee
  stock options                           -            -      53,442            -            -             -       53,442

 Net loss                                 -            -           -   (2,284,927)           -             -   (2,284,927)
                                  ---------------------------------------------------------------------------------------
 Balance at January 31, 2001      7,077,384    $  70,774  $8,538,802  $(2,617,169)     687,364   $(1,451,096)  $4,541,311
                                  =======================================================================================


 See accompanying notes to financial statements.

<PAGE>

 STATEMENTS OF CASH FLOWS
                                                      Year Ended January 31,
                                                        2001            2000
                                                     ----------      ----------
 Cash flows from operating activities:
     Net loss                                       $(2,284,927)    $  (164,064)
     Adjustments to reconcile net loss to net cash
       provided by (used in) operating activities:
          Non-cash compensation expense                 871,101               -
          Depreciation of property, furniture
           and equipment                                213,161         224,811
          Amortization of capitalized software costs    435,532         371,064
          Write-down of capitalized software            519,640               -
          Gain on sale of land held for resale       (1,243,967)              -
     Changes in operating assets and liabilities:
          Accounts receivable                           298,155          62,363
          Other current assets                          247,018         (32,603)
          Other assets                                   99,040         (59,830)
          Accounts payable and accrued expenses          60,613         (30,420)
          Deferred revenues                             (98,557)       (117,460)
                                                     ----------      ----------
     Net cash provided by (used in)
       operating activities                            (883,191)        253,861

 Cash flows from investing activities:
     Additions to property, furniture and equipment     (53,209)       (117,978)
     Additions to capitalized software                 (314,918)       (547,379)
     (Purchases) sales of certificates of deposit     2,000,000      (2,200,000)
     Sales of U.S. Treasury Bills                             -       2,092,828
     Proceeds from sale of land                       1,498,089               -
                                                     ----------      ----------
     Net cash provided by (used in)
       investing activities                           3,129,962        (772,529)

 Cash flows from financing activities:
     Payments on notes payable - related party         (434,625)              -
     Principal payments of mortgage note payable        (23,193)        (92,353)
     Sale of treasury shares                             33,922         106,678
     Purchase of treasury shares                              -        (143,646)
     Proceeds from stock issuance                         6,804               -
                                                     ----------      ----------
     Net cash used in financing activities             (417,092)       (129,321)
                                                     ----------      ----------
     Net (decrease) increase in cash and
       cash equivalents                               1,829,679        (647,989)

     Cash and cash equivalents at beginning of year     352,970       1,000,959
                                                     ----------      ----------
     Cash and cash equivalents at end of year       $ 2,182,649     $   352,970
                                                     ==========      ==========
     Supplemental disclosures of cash
       flow information:
          Interest paid                             $       986     $     9,318
                                                     ==========      ==========

 See accompanying notes to financial statements.
<PAGE>


 NOTES TO FINANCIAL STATEMENTS

 Note 1 - Organization and Summary of Significant Accounting Policies

      CompuTrac, Inc. (the "Company") was formed in 1977 to develop,  market,
 service and support integrated turnkey computer systems for law firms.   The
 Company's significant accounting policies are as follows:


    Use of Estimates in the Preparation of Financial Statements

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


    Revenue Recognition and Company Operations

      The Company is a software  development company that develops,  markets,
 services and supports  computer systems for  the legal  profession.   System
 sales, service and  support revenues are  generally realized  pursuant to  a
 contract with the customer.

    The Company enters into software  license agreements whereby the  Company
 licenses software to a customer, providing  that customer with the right  to
 use  the  software.  In  accordance  with  the provisions  of  the  American
 Institute of Certified  Public Accountants  Statement of  Position No.  97-2
 "Software Revenue Recognition"  (SOP 97-2),  each element  of the  Company's
 software license contracts is separately identified and accounted for  based
 on the  relative fair  values of  that  element.  Accordingly,  the  Company
 recognizes software license  revenue upon  delivery and installation of  the
 software and  confirmation  of customer  acceptance  per the  terms  of  the
 contract.  Other  contractual  services  may  include  data  conversion  and
 training conducted by Company personnel following installation of the  major
 components of software.  Revenues related  to these services are  recognized
 at  the  time the  services are  rendered.  In  addition, the  contract  may
 provide for add-on software applications  which are still under  development
 and which complement  the core  system, but are  not integral  to the  basic
 functionality  of the core system.  Uncompleted add-on software  application
 revenue is recognized  upon the completion  and installation until  delivery
 occurs and evidence  of customer acceptance  has been obtained.  Maintenance
 contracts  related  to  system  sales  are  deferred  when  applicable   and
 recognized as revenue over the life of the contract.


    Cash Equivalents

      The Company considers  investments with original  maturity dates of  90
 days or less to be cash equivalents.


    Short-Term Investments

      The Company considers investments with original maturity dates that are
 greater than 90 days, but less than one year, to be short-term  investments.
 The carrying values of these investments  are approximately  equal to  their
 fair market values at the end of each fiscal year.


    Capitalized Software

      The Company  capitalizes the  costs of  developing and  testing new  or
 significantly enhanced software products  in accordance with the  provisions
 of Statement of Financial Accounting Standards No. 86, "Accounting  for  the
 Costs of  Computer  Software  to be  Sold,  Leased  or  Otherwise  Marketed"
 (SFAS 86).  Under SFAS 86, the costs incurred to establish the technological
 feasibility  of  a  computer  software  product   are  charged  to   expense
 as  incurred.  After  technological  feasibility is established,  costs   of
 producing the computer software product are capitalized until the product is
 available for general release to customers. Capitalized software development
 costs are amortized on a product-by-product  basis using the greater of  the
 amount computed by the ratio of current year net revenue to estimated future
 net revenue,  or the  amount computed  by the  straight-line method  over  a
 period which approximates the estimated economic life of the products, which
 historically has been four years.  The amount by which unamortized  software
 costs exceed the net realizable value,  if any, is recognized in the  period
 the excess is determined.


    Property, Furniture, Equipment and Depreciation

      Property, furniture and equipment  are recorded at cost.   The cost  of
 such assets, other than land, is  depreciated on a straight-line basis  over
 the estimated useful life of the asset (generally three to seven years). The
 Company's corporate facility  is being depreciated  using the  straight-line
 method over an estimated  useful life of 30  years.  Maintenance and  repair
 expenditures  are  charged  to  operations;  renewals  and  betterments  are
 capitalized.


    Advertising Expense

      The cost of advertising is expensed as incurred.  The Company  incurred
 approximately $91,000 and $130,000 in advertising  costs in fiscal 2001  and
 2000, respectively.


    Accounting for Stock-Based Compensation

      The Company  has elected  to account  for stock-based  compensation  to
 employees using the intrinsic value method.  Accordingly, compensation  cost
 for employee stock options is  measured as the excess,  if any, of the  fair
 market value of the Company's stock at the date of the grant over the amount
 the employee must pay to acquire the stock.


    Loss Per Share

      Basic loss per common share is based on the weighted-average  number of
 common shares outstanding.  Diluted loss per share is computed based on  the
 weighted-average number  of common  shares outstanding  plus the  number  of
 additional common shares that  would have been  outstanding if all  dilutive
 potential common shares had  been issued.  For  the years ended January  31,
 2001 and 2000, all potential common shares were anti-dilutive.


    Financial Instruments

      The fair value  of the Company's  financial instruments, consisting  of
 cash and  cash  equivalents, short-term  investments,  accounts  receivable,
 accounts payable and debt, approximate their carrying values.


 Note 2 - Property, Furniture and Equipment


       Property, furniture and equipment costs are summarized as follows:

                                                        January 31,
                                                ----------------------------
                                                   2001              2000
                                                ----------        ----------
       Equipment                               $ 7,074,937       $ 7,038,136
       Building                                  1,426,935         1,426,935
       Furniture, fixtures and
        leasehold improvements                     820,646           804,238
                                                ----------        ----------
                                                 9,322,518         9,269,309
       Less accumulated depreciation            (8,600,624)       (8,387,463)
                                                ----------        ----------
                                                   721,894           881,846
       Land                                        300,000           300,000
                                                ----------        ----------
                                               $ 1,021,894       $ 1,181,846
                                                ==========        ==========

 Note 3 - Capitalized Software

       Capitalized software costs are summarized as follows:

                                                        January 31,
                                                ----------------------------
                                                   2001              2000
                                                ----------        ----------
       Capitalized software costs              $ 5,459,741       $ 5,664,463

       Less accumulated amortization            (3,959,743)       (3,524,211)
                                                ----------        ----------
                                               $ 1,499,998       $ 2,140,252
                                                ==========        ==========

 Note 4 - Income Taxes

       The effective income tax rates differed from the statutory federal
       income tax following reasons:


                                                        January 31,
                                                ----------------------------
                                                   2001              2000
                                                ----------        ----------
        Federal income tax benefit at
         statutory rate                            (34)%              (34)%

        Change in valuation allowance               34                 38

        Other                                        -                 (4)
                                                ----------        ----------
                                                     0%                 0%
                                                ==========        ==========


 The components of the deferred tax accounts consist of the following:


                                                        January 31,
                                                ----------------------------
                                                   2001              2000
                                                ----------        ----------
 Deferred tax assets:
 Net operating loss carryforward               $ 2,185,000       $ 1,966,000
 Accounts receivable                                 7,000            45,000
 Deferred revenue                                   12,000            14,000
 Fixed assets                                      310,000           473,000
 Accrued compensation                              278,000                 -
 Other                                              54,000            61,000
                                                ----------        ----------
   Total deferred tax assets                     2,846,000         2,559,000
 Deferred tax liabilities:
 Capitalized software costs                       (565,000)         (870,000)
 Other                                             (29,000)          (32,000)
                                                ----------        ----------
   Total deferred tax liabilities                 (594,000)         (902,000)
                                                ----------        ----------
 Net deferred tax asset before
   valuation allowance                           2,252,000         1,657,000

 Less valuation allowance                        2,252,000         1,657,000
                                                ----------        ----------
                                               $         -       $         -
                                                ==========        ==========

      At January  31, 2001  and  2000, the  Company  had net  operating  loss
 carryforwards of  approximately  $5,883,000  and  $5,100,000,  respectively,
 which begin to expire in 2010.


 Note 5 - Shareholders' Equity


    Stock Purchase Plans

      In  December  1985,  the  Company's  Board  of  Directors  adopted  the
 CompuTrac, Inc. Employee Stock  Purchase Plan and in  May 1991, adopted  the
 CompuTrac, Inc. 1991  Employee Stock Purchase  Plan.  The  Company  reserved
 300,000 and 500,000 shares, respectively, of  its Common Stock for  purchase
 by its employees pursuant to  the terms of these  plans.  Under both  plans,
 eligible participating employees of the Company may elect to have an  amount
 up to, but not in excess of, 10%  of their regular salary or wages  withheld
 for the  purpose of  purchasing the  Company's Common  Stock.   The  Company
 contributes to the participant's account an amount of money equal to 33 1/3%
 of the aggregate contribution made by each participant since the immediately
 preceding stock purchase date.  All Common Stock of the Company purchased by
 the participating  employees pursuant  to  the plans  may  be voted  by  the
 employee; any shares not so directed to  vote are not voted.  During  fiscal
 1996, the Company amended the 1991 Employee Stock Purchase Plan to  increase
 by 500,000 the number of shares reserved for future employee stock  purchase
 activities.  At January 31, 2001,  1,142,752 shares of the Company's  Common
 Stock had been sold pursuant to these plans.


    Stock Option Plans

      In May,  1991, the  Board of  Directors  adopted and  the  shareholders
 approved the 1990  Stock Option  Plan.   Under the  terms of  the plan,  the
 Company's Board of Directors was authorized to grant options to purchase  up
 to 500,000 shares of Common Stock to key employees of the Company, including
 officers and directors. During fiscal 1998,  the Board of Directors  adopted
 and the  shareholders approved  an  amendment to  the  plan  to  increase by
 300,000 the number of  shares reserved for future  stock  option grants.  In
 June, 1999, with 39,603 shares remaining  available for grant, the plan  was
 terminated in connection  with the adoption  and approval  of the  Company's
 1999 Stock Option Plan.  No further options may be  granted under the  plan.
 However, the 1990 Stock Purchase Plan  remains in effect to the extent  that
 its provisions govern outstanding options previously granted under the plan.

      In June,  1999, the  Board of  Directors adopted  and the  shareholders
 approved the 1999  Stock Option  Plan.  Under the  terms  of  the plan,  the
 Company's Board of Directors is authorized  to grant options to purchase  up
 to 500,000 shares of Common Stock to key employees of the Company, including
 officers and  directors.  At January 31,  2000,  there were  360,000  shares
 available for future grant under the plan.

      Under both plans, option grants may be in the form of either  Incentive
 Stock Options or Non-Statutory Stock Options.  Each option granted under the
 Option Plan must be exercised, if at all, during a period established in the
 grant by the Board of Directors, but not exceeding 10 years from the date of
 grant.  Options  must be  exercised by an  optionee within  three to  twelve
 months after termination of employment.

      In 2001, certain employees exercised options to purchase 88,678  shares
 of the Company's common stock using a cashless exercise.  Consideration  for
 the exercise was 20,936 shares of the  Company's common stock.  As a  result
 of the  cashless  exercise, the  Company  recorded compensation  expense  of
 $53,442.


    Stock Repurchase Program

      In December 1997, the Board of Directors authorized a stock  repurchase
 program whereby the Company may purchase,  from time-to-time, up to  600,000
 shares of its outstanding  Common Stock in the  open marketplace over a  ten
 year period.   As of  January 31, 2001,  the Company  had purchased  350,764
 shares of its outstanding Common Stock pursuant to the terms of the program.


    Executive Stock Purchase

      On January  6, 2000,  the Company  repurchased  238,000 shares  of  its
 common stock  from  its Chief  Executive  Officer  at a  purchase  price  of
 $1.9375, the  closing  market price  of  the common  stock  on the  date  of
 purchase.  The purchase price was paid in installments during the  Company's
 fiscal  2001 year.  These balances were paid  during 2001.  Concurrent  with
 the stock purchase, the Chief Executive Officer's salary during the calendar
 2000 year was reduced by $319,000.


    Stock-Based Compensation

      The Company measures stock-based compensation cost using the  intrinsic
 value method  prescribed  in Accounting  Principles  Board Opinion  No.  25,
 "Accounting  for  Stock   Issued  to  Employees"   (APB  25),  and   related
 interpretations.   Accordingly,  compensation  cost  for  stock  options  is
 measured as the excess, if any, of the quoted market price of the  Company's
 capital stock at the grant  date over the amount  the employee must pay  for
 the stock.

      Statement  of  Financial  Accounting  Standards  No.  123  (FAS   123),
 "Accounting for Stock-Based Compensation," requires disclosure of pro  forma
 net loss and pro forma net loss per common share as if the fair  value-based
 method had been applied in measuring compensation cost of stock-based awards
 granted beginning in fiscal 1997. Management believes that 2001 and 2000 pro
 forma amounts are not representative of the effects of stock-based awards on
 future pro forma net loss and pro forma net loss per share because those pro
 forma amounts exclude the pro forma compensation expense related to unvested
 stock options granted before fiscal 1996.

      Reported and pro forma net loss and net loss per share  amounts for the
 fiscal  year  ended January  31, 2001 and  2000, respectively, are set forth
 below:

                                              2001            2000
                                          -----------      ----------
      Reported
      Net loss                           $ (2,284,927)    $  (164,064)
      Net loss per share                 $      (0.36)    $    (0. 03)

      Pro forma
      Net loss                           $ (2,335,466)    $  (328,761)
      Net loss per share                 $      (0.37)    $     (0.05)


      During fiscal 2001  and 2000, the  fair values of  the options  granted
 were estimated on the  date of their grant  using  the Black-Scholes option-
 pricing model based on the following weighted average assumptions:

                                     2001              2000
                                 ----------            ------
      Risk free interest rate    5.1% - 6.2%              5.7%
      Expected life                  5 years           5 years
      Expected volatility                99%               85%
      Expected dividend yield             0%                0%


 Stock option activity for 2001 and 2000 is set forth below:

                                       2001                 2000
                                ------------------   ------------------
                                          Weighted             Weighted
                                          Average              Average
                                          Exercise             Exercise
                                Options    Price     Options    Price
                                ------------------   ------------------
    Outstanding at
      beginning of year         789,266   $ 1.01     677,496   $  .99
    Granted                     165,000     1.02     199,770      .88
    Exercised                   (88,678)     .95     (88,000)     .55
    Canceled                    (27,013)    1.60           -        -
                                -------              -------
    Outstanding at
      end of year               838,575     1.00     789,266     1.01
                                =======              =======
    Exercisable at
      end of year               550,544     1.07     499,069     1.19
                                =======              =======
    Weighted average fair
      value of options
      granted during the year             $  .77               $  .62



 Stock options outstanding at January 31, 2001:


                       Options Outstanding                           Options Exercisable
                    --------------------------                    --------------------------
                                  Weighted
     Range of                Average Remaining  Weighted Average           Weighted Average
  Exercise Price    Options   Contractual Life   Exercise Price   Options    Exercise Price
 ----------------   --------------------------  ----------------  --------------------------

 $ 0.38 to $ 0.76   322,700      3.3 years         $  0.53        171,800      $  0.55

 $ 0.77 to $ 1.54   434,875      4.8 years         $  1.01        297,744      $  0.91

 $ 1.55 to $ 3.50    81,000      2.2 years         $  2.74         81,000      $  2.74
                    -------                                       -------
                    838,575                                       550,544
                    =======                                       =======


 Note 6 - 401(k) Retirement Plan

      Under the  terms  of the  Company's  401(k) Retirement  Plan,  eligible
 participating employees of the  Company may elect to  have an amount up  to,
 but  not in  excess of, 15%  of their regular  salary or  wages withheld for
 purposes of setting aside funds available  at retirement.  Amounts  withheld
 are  invested in one or more  available investment alternatives  as selected
 by the individual employee.  Under  current tax law, amounts withheld  under
 the plan, subject to annual limitations, and any interest earnings  thereon,
 are tax deferred until such time as distributions are made to the  employee.
 The Company does not  contribute to  the employee's account.  All costs  and
 expenses of administering the plan are paid by the Company.


 Note 7 - Related Party Transactions

        In January 2001, the Company negotiated the termination of the  Chief
 Executive  Officer's  employment  contract  in  exchange  for  a  6%  demand
 note  payable in  the amount  of $817,659.  The old agreement, which was  to
 terminate  on  December  31, 2002,  provided  for  a salary  of  $642,196 in
 calendar year 2001 and $657,609 in calendar year 2002.  Additionally in  the
 event of termination, other  than for cause, as  defined, the old  agreement
 provided for  a termination  payment  of two  to  three times  base  salary,
 depending on termination date.

        Concurrent with termination of the old agreement, the Company and the
 Chief Executive Officer entered  into a new employment  agreement.  The  new
 agreement, which is month-to-month, provides for a monthly salary of $10,000
 and has no termination payment provisions.


 Note 8 - Commitments and Contingencies

      The Company  is  subject  to  certain  legal  proceedings,  claims  and
 disputes which arise in the ordinary  course of  its business.  Although the
 Company  cannot  predict  the  outcomes  of  these  legal  proceedings,  the
 Company's management does  not believe these  actions will  have a  material
 adverse effect on the Company's financial position, results of operations or
 liquidity.  However, if unfavorably resolved, these proceedings could have a
 material adverse  effect on  the Company's  financial position,  results  of
 operations and liquidity.

<PAGE>

              REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


 Board of Directors and Shareholders
 CompuTrac, Inc.


 We have audited  the accompanying balance  sheets of CompuTrac,  Inc. as  of
 January 31, 2001 and 2000 and the related statements of operations,  changes
 in  shareholders' equity  and cash  flows for the  years then  ended.  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  in accordance  with auditing  standards  generally
 accepted in the United States of  America.  Those standards require that  we
 plan and perform the audits to obtain reasonable assurance about whether the
 financial statements are free of material  misstatement.  An audit  includes
 examining, on a test basis, evidence supporting the amounts and  disclosures
 in  the  financial  statements.   An  audit  also  includes   assessing  the
 accounting principles used and significant estimates  made by management, as
 well as evaluating the overall financial statement presentation.  We believe
 our audits provide a reasonable basis for our opinion.

 In our opinion, the financial statements  referred to above present  fairly,
 in all material respects,  the financial position of  CompuTrac, Inc. as  of
 January 31, 2001 and 2000, and the results  of its operations  and  its cash
 flows for the  years then ended,  in conformity  with  accounting principles
 generally accepted in the United States of America.


 GRANT THORNTON LLP

 Dallas, Texas
 April 20, 2001



 Item 8.    Changes In and Disagreements  with Accountants on Accounting  and
            Financial Disclosure

      The  Company has  reported  no  disagreements with  or  change  of  its
 independent accountants during the 24 months prior to January 31, 2001.


                                   PART III

      The information required by  Part III is omitted  from this Report  and
 will be  included  in  the  registrant's  2001  definitive  proxy  statement
 pursuant to Regulation 14A (the "Proxy  Statement") which is expected to  be
 filed not later than 120 days  after the end  of  the fiscal year covered by
 this Report, and the information included therein is incorporated herein  by
 reference.


 Item 9.    Directors, Executive  Officers,  Promoters and  Control  Persons;
 Compliance with Section 16(a) of the Exchange Act

      The information required by this Item  is incorporated by reference  to
 the information  under  the  heading "Management"  in  the  Company's  Proxy
 Statement for its 2001 Annual Meeting.


 Item 10.  Executive Compensation

      The information required by this Item  is incorporated by reference  to
 the information under the heading "Executive Compensation" in the  Company's
 Proxy Statement for its 2001 Annual Meeting.


 Item 11.  Security Ownership of Certain Beneficial Owners and Management

      The information required by this Item  is incorporated by reference  to
 the information  under the  heading "Security  Ownership" in  the  Company's
 Proxy Statement for its 2001 Annual Meeting.


 Item 12.  Certain Relationships and Related Transactions

      The information required by this Item  is incorporated by reference  to
 the  information  under   the  heading  "Executive   Compensation-Employment
 Agreements" in the Company's Proxy Statement for its 2001 Annual Meeting.


 Item 13.  Exhibits and Reports on Form 8-K


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

       1.  Financial Statements:

           Report of Grant Thornton LLP, Independent Certified Public
             Accountants

           Consolidated Balance Sheets at January 31, 2000 and 1999

           Consolidated Statements of Operations for the two years
              ended January 31, 2000

           Consolidated Statements of Changes in Shareholders' Equity
              for the two years ended January 31, 2000

           Consolidated Statements of Cash Flows for the two years
              ended January 31, 2000

           Notes to Consolidated Financial Statements


           3.1*      -    Restated Articles of Incorporation of Registrant

           3.2**     -    Bylaws of the Registrant

           3.3***    -    Articles of Amendment to Articles of  Incorporation
                          of the Registrant dated December 1, 1987

           4.1       -    Articles  of  Incorporation   and  Bylaws  of   the
                          Registrant  constituting  Instruments  Defining the
                          Rights  of  Common  Stockholders  (incorporated  by
                          reference to Exhibits 3.1, 3.2, and 3.3 hereto)

          10.1*****  -    Employment  Agreement   and   Indemnity   Agreement
                          between the Registrant and Harry W. Margolis  dated
                          January 1, 1998 and February 4, 1998, respectively

          10.2*      -    Incentive Stock Option Plan of the Registrant

          10.3****   -    CompuTrac, Inc. 1991 Employee Stock Purchase  Plan,
                          as amended

          10.4*      -    Cash Bonus Plan of the Registrant

          10.5*      -    Form  of  Indemnification  Agreement  between   the
                          Registrant and Texas E.  Schramm, dated  as of July
                          11, 1983

          10.6**     -    Contract of Sale, dated February 28, 1986,  between
                          Harry W. Margolis and the Registrant

          10.7***    -    Form  of  Indemnification  Agreement  between   the
                          Registrant and  its Directors  as  ratified  by the
                          Registrant's Shareholders in  their Annual  Meeting
                          of November 19, 1987

          10.8*****  -    Employment Agreement  between  the  Registrant  and
                          George P. McGraw dated February 1, 1992

          10.9*****  -    Form of Employment Agreement between the Registrant
                          and its Executive Officers.

          10.10      -    Employment Termination and Agreement

          10.11      -    Monthly Employment Agreement

          10.12      -    Demand Promissory Note

          23         -    Consent of Grant Thornton LLP, Independent
                          Certified Public Accountants
           ____________

 *         Incorporated  by  reference  to  the  same  numbered exhibit filed
           with  the  Registrant's Registration Statement on  Form   S-1  and
           Amendment Nos. 1  and  2 there to, File No. 2-84218, which  became
           effective July 19, 1983.

 **        Incorporated by reference to the same numbered exhibit filed  with
           the Registrant's Registration Statement on Form S-1 and  Amendment
           No. 1 thereto, File No. 33-4582, which became effective April  24,
           1986.

 ***       Incorporated by reference to the same numbered exhibit filed  with
           the Registrant's Annual Report  on Form 10-K  for  the fiscal year
           ended January 31, 1988, Commission File No. 1-9115.

 ****      Incorporated  by  reference   to  the  Registrant's   Registration
           Statement   on  Form  S-8,  File  No.  33-61577,  filed  with  the
           Commission on August 4, 1995, Commis sion File No. 1-9115.

 *****     Incorporated by reference to the same numbered exhibit  filed with
           the Registrant's Annual  Report on Form  10-K for the  fiscal year
           ended January 31, 1994, Commission File No. 1-9115.

 ******    Incorporated by reference to the same numbered exhibit  filed with
           the Registrant's Annual  Report on Form  10-K for the  fiscal year
           ended January 31, 1998, Commission File No. 1-9115.


 Management Contracts and Compensatory Plans
 -------------------------------------------

      The documents filed  as Exhibits 10.1,  10.2, 10.3,  10.4, 10.8,  10.9,
 10.10, 10.11,  and 10.12  constitute  management contracts  or  compensatory
 plans or arrangements within the meaning of SEC rules.

       (b) Reports on Form 8-K.    No reports on  Form 8-K were filed  during
           the year for which this report filed.

<PAGE>

                              SIGNATURES

           In accordance with Section 13 or 15(d) of the Exchange Act,  the
 registrant  caused  this  report  to  be  signed  on  its  behalf  by  the
 undersigned, thereunto duly authorized.


                              COMPUTRAC, INC.

                         By: /S/ Harry W. Margolis
                         -------------------------
                             Harry W. Margolis
 Chairman of the Board of Directors, Prseident, and Chief Executive Officer

                            Date:  May 14, 2001


           In accordance with the Exchange Act, this report has been signed
 below by the  following persons  on behalf of  the registrant  and in  the
 capacities and on the dates indicated.

        Signature                 Title                    Date
        ---------                 -----                    ----

 /S/ Harry W. Margolis    Chairman of the Board of      May 14, 2001
     -------------------  Directors, President and
     Harry W. Margolis    Chief Executive Officer


 /S/ George P. Pardue     Chief Financial Officer       May 14, 2001
     -------------------  (Principal Financial and
     George P. Pardue     Accounting Officer)


 /S/ Dana E. Margolis     Secretary, Treasurer          May 14, 2001
     -------------------  and Director
     Dana E. Margolis


 /S/ Kenneth R. Nicholas  Director                      May 14, 2001
     -------------------
     Kenneth R. Nicholas


 /S/ Gerald D. Harris     Director                      May 14, 2001
     -------------------
     Gerald D. Harris

</TABLE>