<PAGE>


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

                                   -----------

                                  FORM 10-K/A-1

                                   -----------

                [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                     For the fiscal year ended June 30, 1996

                                       OR

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

                        Commission file number: 000-26000

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

           New York                                            13-3132256
  (State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                         Identification Number)

 100 Summit Lake Drive, Valhalla, NY                                 10595
(Address of principal executive office)                            (Zip Code)

       Registrant's telephone number, including area code: (914) 747-2900

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

          Securities registered pursuant to Section 12(g) of the Act:

                     Common Stock, $.01 par value per share
                                (Title of Class)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                Yes X    No __

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

     The aggregate market value of the voting stock of the registrant held by
non-affiliates of the registrant on September 19, 1996, was approximately
$53,070,000, based upon the closing price of such stock on that date. Shares of
Common Stock held by each officer, director, and holder of 5% or more of the
outstanding Common Stock on that date have been excluded in that such persons
may be deemed to be affiliates. This determination of affiliate status is not
necessarily a conclusive determination for other purposes.

     As of September 19, 1996, there were 11,711,777 shares of Common Stock of 
                          the registrant outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None.

     The Registrant hereby amends and restates in their entirety Items 10, 11,
12 ,13 and 14 of its 1996 Annual Report on Form 10-K.
================================================================================
<PAGE>

                                    PART III

Item 10.  EXECUTIVE OFFICERS AND DIRECTORS OF THE REGISTRANT

     The names and certain information about the current directors of the
Company, and the executive officers of the Company are set forth below,
including information furnished by them as to their principal occupation for the
last five years, certain other directorships held by them and their ages as of
the date of this filing.

<TABLE>
<CAPTION>
                                                                                    Director or
Name                           Age      Position with the Company                  Officer Since
----                           ---      -------------------------                  -------------
<S>                            <C>      <C>                                         <C>
David R. Hathaway (1)(2)       52       Director                                       1986
George B. Beitzel (1)(2)       68       Director                                       1991
Peter J. Barris (1)(2)         44       Director                                       1992
Robert K. Weiler (2)           45       Director                                       1995
Raymond V. Sozzi               53       President, Chief Operating Officer and
                                        Acting Chief Executive Officer                 1996
Richard J. Willemin            45       Chief Financial Officer                        1996
Peter B. Sobiloff              40       President, Worldwide Field Operations          1992
Joseph J. Grispo               51       General Manager, CIMPRO Business Systems       1993
John F. Cingari                40       Vice President, Product Marketing              1993
Ronald D. Nall                 49       Senior Vice President, Product Research,
                                        Marketing and Development and MIS              1995
Rick A. Marquardt              43       Vice President, Corporate Marketing and
                                           Strategic Partners                          1995
</TABLE>

(1)  Member of the Audit Committee.
(2)  Member of the Compensation Committee.

     David R. Hathaway has served as a director of the Company since 1986 and as
Chairman of the Audit Committee since 1993. Mr. Hathaway is a general partner of
Venrock Associates, a venture capital firm with which he has been associated
since 1980. From February to July 1992, Mr. Hathaway served as acting Chief
Executive Officer of the Company. He is also a director of Sequent Computer
Systems, Inc.

     George B. Beitzel has served as a director of the Company since 1991 and as
Chairman of the Compensation Committee since 1993. In 1987, he retired from
International Business Machines Corporation where he had been employed since
1955 in various positions, most recently as a Senior Vice President, and was a
member of the Board of Directors. He is also a director of Bankers Trust
Company, Computer Task Group, Flight Safety International Inc., Phillips Gas
Company, Phillips Petroleum Company, Roadway Services, Inc., Rohm and Haas
Company, TIG Holdings, Inc. and Xillix Technologies Corp.

     Peter J. Barris has served as a director of the Company since October 1992.
He has been associated with the New Enterprise Associates partnerships, venture
capital funds, since October 1990 and is a general partner of New Enterprise
Associates VI. From 1989 to August 1990, he was President and Chief Executive
Officer at LEGENT Corporation, a utilities and systems software company. He is
also a director of Amisys Managed Care Systems.

     Robert K. Weiler has served as a director of the Company since March 1995.
He has served as President of Software Business of Wang Laboratories since
December 1995. From 1991 to 1995, he served as Senior Vice President of
Worldwide Sales and Marketing at Lotus Development Corporation. From 1989 to
1991, he was President and Chief Operating Officer of Interleaf, Inc.

     Raymond V. Sozzi has been President and Chief Operating Officer and acting
Chief Executive Officer since July 1996. Prior to joining the Company, Mr. Sozzi
served as Chief Executive Officer, President and director of DataImage, Inc., a
software company providing integration of imaging systems, from November 1993 to
April 1996. From November 1992 to November 1993, he served as Chief Executive
Officer, President and Director of Insci Corp., a software company that


                                       1
<PAGE>

provides electronic management information systems. From November 1991 to
November 1992, he served as Chief Executive Officer and President of Northstar
Technologies, Inc., a supplier of Loran and satellite navigation systems.

     Richard J. Willemin has been Chief Financial Officer since September 1996
and was a consultant to the Company in that capacity from August 1996 to
September 1996. Prior to joining the Company, Mr. Willemin served as Vice
President and Chief Financial Officer of NEIC, a transaction processing company
in the health care industry, from June 1994 to August 1996. From March 1992 to
June 1994, he served as interim Chief Financial Officer during periods of
transition for several companies, including Saratoga Spring Water Company, a
beverage manufacturer and distributor; Canyon Ranch Spa Cuisine, a mail order
health food company; and Cosmetics Plus, a health and beauty aid retailer. From
October 1985 to March 1992, he held various financial positions at CitiCorp,
including Director, Financial Planning and Analysis, at CitiCorp POS, a database
marketing division.

     Peter B. Sobiloff has served as President, Worldwide Field Operations 
since February 1996. He served as Vice President of Worldwide Field 
Operations from August 1992 to February 1996. Prior to joining the Company, 
from 1981 to 1992, he served in various positions at Ross Systems, Inc., a 
provider of software, including Executive Vice President, Field Operations in 
1992.

     Joseph J. Grispo has served as General Manager, CIMPRO Business Systems 
since February 1996. He served as Vice President, Client Services and CIMPRO 
Business Unit from February 1993 to February 1996. Prior to joining the 
Company, he served as Executive Vice President, Client Services, of Ross 
Systems, Inc. from 1990 to February 1993.

     John F. Cingari has served as Vice President, Product Marketing since 
March 1995. He served as Vice President, Marketing and Development from March 
1994 to March 1995 and as Vice President, Marketing from June 1993 to March 
1994. Prior to joining the Company, he served as Director of Marketing of 
Marcam Corporation, a provider of software, from 1989 to June 1993.

     Ronald D. Nall has been Senior Vice President, Product Research, 
Marketing and Development and MIS since February 1996. He served as Vice 
President, GEMMS Research and Development from July 1995 to February 1996. 
Prior to joining the Company, he served as Vice President, Research & 
Development, of Computer Associates, a provider of software, from 1986 to 
July 1995.

     Rick A. Marquardt has served as Vice President of Corporate Marketing and
Strategic Partners since July 1995 and as Vice President Oracle Business
Development from June 1994, when he joined the Company, until July 1995. From
1990 through 1994, Mr. Marquardt was employed by Ross Systems, Inc. as Vice
President - Manufacturing Systems.

Compensation of Directors

     Directors are reimbursed for their expenses incurred in attending Board
meetings and each non-employee director is paid an annual retainer of $3,000 to
serve on the Board and $500 for each meeting of the Board or a Committee they
attend. Non-employee directors ("Outside Director") participate in the Company's
1995 Director Option Plan (the "Director Plan"). Under the Director Plan, each
new Outside Director will be granted an option to purchase 12,500 shares of
Common Stock upon the date on which such person first becomes an Outside
Director. These options have an exercise price equal to the fair market value of
the Company's Common Stock as of the date of grant and vest at a rate of 25% per
year on each anniversary of the date of grant so long as the optionee remains a
director of the Company. Each Outside Director who has served on the Board for
at least six months is also automatically granted an option to purchase 6,000
shares of Common Stock on the date of each annual meeting of shareholders at
which such person is re-elected to the Board of Directors. These options vest at
a rate of 12.5% per month following the date of grant so long as the optionee
remains a director of the Company and have an exercise price equal to the fair
market value of the Company's Common Stock on the date of grant.


                                       2
<PAGE>

Item 11.  EXECUTIVE COMPENSATION

Summary Compensation Table

     The following table sets forth the compensation paid to (i) the Company's
Chief Executive Officer during fiscal 1996, (ii) the four other most highly paid
executive officers at the end of fiscal 1996 and (iii) another highly paid
executive officer of the Company who is no longer serving as executive officer
of the Company at the end of fiscal 1996 (collectively, the "Named Officers")
during the three fiscal years ended June 30, 1996, 1995 and 1994.

<TABLE>
<CAPTION>
                                                                                  Long-Term
                                                                                  Compensation
                                                                                  Securities
                                               Annual Compensation                Underlying              All
                               Fiscal                                             Options                Other
Name and Position              Year        Salary($) (1)          Bonus($)        (# of shares)      Compensation($)
-------------------------------------      -------------          --------        -------------      ---------------
<S>                            <C>          <C>                    <C>                                  <C>   <C>
Richard C. Giordanella, (2)    1996         260,000                65,000               --              6,360 (3)
President and Chief            1995         250,000                80,000          100,000              4,647 (4)
Executive Officer              1994         225,000               112,500          190,064 (5)          4,647 (6)
                                                                                                     
Rick L. Smith, (7)             1996         132,942                12,335            6,000              2,051 (3)
Vice President,                1995         152,500                25,000           20,000              2,181 (4)
Finance and Administration,    1994         147,500                45,000           47,640 (5)          2,181 (6)
Chief Financial Officer                                                                              
                                                                                                     
Peter B. Sobiloff,             1996         155,000                16,126            6,000              2,170 (3)
President, Worldwide Field     1995         150,000                34,094           20,000              2,073 (4)
Operations                     1994         130,000                60,000           47,640 (5)          2,073 (6)
                                                                                                     
Joseph J. Grispo,              1996         155,000                15,000            6,000              2,929 (3)
General Manager, CIMPRO        1995         155,000                22,500           10,000             30,033 (4)
Business Systems               1994         152,500                27,500           15,694             43,476 (6)
                                                                                                     
John F. Cingari,               1996         135,000                17,094               --              2,181 (3)
Vice President,                1995         135,000                15,710               --              2,073 (4)
Product Marketing              1994         125,000                45,000           95,841             86,216 (6)
                                                                                                     
Ronald D. Nall                 1996         170,000                12,500            6,000             52,662 (3)
Sr. Vice President, Product    1995             643                    --           50,000                 --
Research, Marketing and        1994              --                    --               --                 --
Development and MIS
</TABLE>


(1)  Salary includes amounts, if any, contributed by the executive to the
     Company's 401(k) Plan for his own account.

(2)  In July 1996, the employment of Mr. Giordanella, the Company's then Chief
     Executive Officer, was terminated.

(3)  Consists of group term excess life insurance premiums of $522, $522, $306,
     $864, $306 and $864 for Messrs. Giordanella, Smith, Sobiloff, Grispo,
     Cingari and Nall, respectively; life insurance premiums of $2,367 for Mr.
     Giordanella; 401(k) Plan matching contributions of the Company of
     $3,471, $1,529, $1,864, $2,065, $1,875 and $2,171 for Messrs. Giordanella,
     Smith, Sobiloff, Grispo, Cingari and Nall and relocation costs of
     $49,627 reimbursed to Mr. Nall.

(4)  Consists of group term excess life insurance premiums of $522, $306, $198,
     $864 and $114 for Messrs. Giordanella, Smith, Sobiloff, Grispo and Cingari,
     respectively; disability insurance premiums of $2,250 for Mr. Giordanella;
     401(k) Plan matching contributions of the Company of $1,875 per person for
     Messrs. Giordanella, Smith, Sobiloff, Cingari and Grispo and $27,294 tax
     gross-up on relocation costs paid to Mr. Grispo.


                                       3
<PAGE>

(5)  Includes options granted in November 1992, the performance and vesting
     provisions of which were modified in September 1993 as follows: Mr.
     Giordanella 53,418 shares; Mr. Smith 26,716 shares; and Mr. Sobiloff 26,716
     shares.

(6)  Consists of group term excess life insurance premiums of $522, $306, $198,
     $465, and $114 for Messrs. Giordanella, Smith, Sobiloff, Grispo and
     Cingari, respectively; disability insurance premiums of $2,250 for Mr.
     Giordanella; and 401(k) Plan matching contribution of the Company of $1,875
     per person for Messrs. Giordanella, Smith, Sobiloff, and Cingari and $938
     for Mr. Grispo; relocation costs of $42,073 reimbursed to Mr. Grispo; and
     relocation costs of $47,492 reimbursed to Mr. Cingari plus tax gross-up on
     relocation costs paid to Mr. Cingari of $36,735.

(7)  In April 1996, Mr. Smith resigned from the Company.

Option Grants in the Last Fiscal Year

     The following table provides information with respect to options granted in
fiscal 1996 ("Last Fiscal Year") to the Named Officers.

<TABLE>
<CAPTION>
                                                                                                  Potential Realizable
                                                                                                    Value at Assumed
                               Number of                                                            Annual Rates of
                               Securities       % of Total         Per                                Stock Price
                               Underlying        Options          Share                            Appreciation for
                                Options         Granted to      Exercise       Expiration             Option Term
      Name                      Granted         Employees (1)     Price           Date           5%(2)          10%(2)
----------------------          -------         -------------     -----           ----           -----          ------
<S>                              <C>                 <C>        <C>            <C>              <C>             <C>    
Richard C. Giordanella            --                  --%       $   --             --           $  --           $  --
Rick L. Smith                    6,000               4.1%       $  11.75       10/24/01         $23,977         $54,395
Peter B. Sobiloff                6,000               4.1%       $  11.75       10/24/01         $23,977         $54,395
Joseph J. Grispo                 6,000               4.1%       $  11.75       10/24/01         $23,977         $54,395
John F. Cingari                   --                  --%       $   --             --           $  --           $  --
Ronald D. Nall                   6,000               4.1%       $  11.75       10/24/01         $23,977         $54,395
</TABLE>

(1)  Based on 147,500 options granted under all option plans to employees during
     the Last Fiscal Year.

(2)  Potential realizable value is based on an assumption that the market price
     of the stock appreciates at the stated rate, compounded annually, from the
     date of grant until the end of the 6-year term of the option. These values
     are calculated based on requirements promulgated by the Securities and
     Exchange Commission (the "SEC") and do not reflect the Company's estimate
     or projection of future stock price. Actual gains, if any, on stock option
     exercises will be dependent on the future performance of the Common Stock.

     The Company has granted a total of 30,000 stock options since the beginning
of the Last Fiscal Year with exercise prices ranging from $11.75 to $12.25 per
share to directors and executive officers other than the Named Officers.


                                       4
<PAGE>

Aggregate Option Exercises in Last Fiscal Year and Fiscal Year End Option Values

     The following table provides-information with respect to option exercises
in the Last Fiscal Year by the Named Officers and the value of their unexercised
options at June 30, 1996.

<TABLE>
<CAPTION>
                                                                    Total Number of           Total Value of Unexercised,
                                                                   Unexercised Options          In-the-Money-Options at
                                  Shares                           at Fiscal Year End             Fiscal Year End(2)
                                Acquired or   Value
      Name                       Exercised    Realized(l)     Exercisable    Unexercisable   Exercisable     Unexercisable
-----------------------          ---------    -----------     -----------    -------------   -----------     -------------
<S>                              <C>         <C>                                             <C>             <C>     
Richard C. Giordanella              100      $    1,970         504,041          98,500      $3,159,265      $  457,125
Rick L. Smith                    92,875      $  659,016            --              --        $     --        $     --
Peter B. Sobiloff                10,000      $  145,750          93,061          32,726      $  581,883      $  136,743
Joseph J. Grispo                 16,000      $  197,325          47,876          33,965      $  290,725      $  162,554
John F. Cingari                  14,250      $  146,050          40,814          27,777      $  263,251      $  179,171
Ronald D. Nall                     --        $     --            12,000          44,000      $     --        $     --
</TABLE>

(1)  Market value of the shares on date of exercise, less the exercise price.

(2)  Value is based on fair market value of the Company's Common Stock of $7.25
     per share on June 28, 1996, the last trading day of the Last Fiscal Year.

Employee Stock Options

     Stock Option Plan. In November 1992, the Board of Directors and
shareholders established the 1992 Stock Option Plan ("1992 Plan") which provides
for the issuance of 2,071,439 shares of the Company's common stock. The 1992
Plan provides for the grant of "incentive" stock options within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), and
nonqualified stock options to employees, directors and consultants of the
Company. Incentive stock options may be granted only to employees. The 1992 Plan
is administered by the Compensation Committee (the "Administrator"), which
determines the terms of options granted, including the exercise price, the
vesting schedule and the number of shares subject to the option. Customarily
options granted under the 1992 Plan vest 24% on the anniversary of the date of
grant and 2% per month thereafter and expire after six years. The exercise price
of incentive stock options granted under the Plan must be at least equal to the
fair market value of the Company's Common Stock on the date of grant. The
maximum term of options granted under the 1992 Plan is ten years.

     In the event of a merger of the Company with or into another corporation or
a sale of substantially all of the Company's assets, all outstanding options
shall be assumed or an equivalent option substituted by the successor
corporation, unless the Administrator in its discretion makes provision for
accelerating the exercisability of shares subject to options under the Plan. In
such event, the Company shall notify the holders of outstanding options that
such options are fully exercisable, and all options not exercised will terminate
15 days after the date of such notice.

     The 1992 Plan further provides that the Administrator may grant to the
Company's employees stock purchase rights in addition to or in tandem with other
awards granted under the 1992 Plan. Such stock purchase rights may remain
outstanding for a maximum period of six months and are to be subject to a
repurchase option by the Company.

     1995 Employee Stock Purchase Plan. The Company's 1995 Employee Stock
Purchase Plan (the "Purchase Plan") was adopted by the Company's Board of
Directors in April 1995 and approved by the Company's stockholders in April
1995. 


                                       5
<PAGE>

The Purchase Plan is intended to qualify under Section 423 of the Code. The 
Company has reserved 250,000 shares of Common Stock for issuance under the 
Purchase Plan. Under the Purchase Plan, an eligible employee may purchase 
shares of Common Stock from the Company through payroll deductions of up to 
10% of his or her base compensation plus commissions (excluding bonuses and 
overtime), at a price per share equal 85% of the lower of (i) the fair market 
value of the Company's Common Stock as of the first of each six-month 
offering period under the Purchase Plan or (ii) the fair market value of the 
Common Stock at the end of each respective offering period. Any employee who is
customarily employed for at least 20 hours per week and more than five months 
per calendar year, who has been so employed for at least three consecutive 
months on or before the commencement date of an offering period is eligible 
to participate in the Purchase Plan.

     1995 Director Option Plan. The Company's 1995 Director Option Plan (the 
"Director Option Plan") was adopted by Board of Directors and approved by the 
Company's stockholders in April 1995. Under the Director Option Plan, the 
Company reserved 100,000 shares of Common Stock for issuance to Outside 
Directors of the Company pursuant to nonstatutory stock options. The Director 
Option Plan shall be in effect for a term of ten years unless sooner 
terminated. See "Compensation of Directors" in Item 10.

Employment Agreements

     Raymond V. Sozzi Employment Agreement. On June 28, 1996, the Company 
entered into an Employment Agreement with Raymond V. Sozzi. Mr. Sozzi 
commenced employment on July 10, 1996. Pursuant to the Agreement, as amended 
on July 30, 1996 and September 13, 1996, Mr. Sozzi agreed to serve as the 
Company's President, Chief Operating Officer and Acting Chief Executive 
Officer. The Agreement, as amended, provides for an annual base salary of 
$320,000; a signing bonus totaling $150,000, including $25,000 upon initial 
employment and $125,000 upon accepting the Chief Executive Officer position; 
a bonus of $40,000 for fiscal 1997, as well as certain fringe benefits, 
including monthly car and medical insurance allowances. The Agreement also 
provides Mr. Sozzi with options to purchase 200,000 shares of the Company's 
Common Stock, of which 20% conditionally vested on the commencement of his 
employment and 25% will vest each year on the anniversary thereof (subject to 
acceleration upon a "change of control"). In the event of Mr. Sozzi's 
resignation or other termination of employment with the Company (other than 
by the Company for "cause" as defined), the Company agreed to pay Mr. Sozzi 
severance of $250,000 (less the $125,000, paid upon accepting the Chief 
Executive Officer position). The Agreement also contains various non-compete, 
non-solicitation and confidentiality provisions.

     In the event that a third party acquires more than 50% of the stock or 
assets of the Company during the term of Mr. Sozzi's employment with the 
Company, all such stock options granted to Mr. Sozzi will be canceled, Mr. 
Sozzi will receive from the Company a cash bonus equal to 1% of the aggregate 
value of the consideration paid to the holders of the shares of the Company's 
Common Stock, less $125,000, and the Company will be relieved of any 
obligation to pay severance to Mr. Sozzi upon termination of his employment 
for any reason. In the event that Mr. Sozzi has exercised any of his stock 
options prior to consummation of such a transaction, the amount of his cash 
bonus will be reduced by any gain realized by Mr. Sozzi upon such exercise.

     Richard J. Willemin Employment Agreement. On September 26, 1996, the
Company entered into an Employment Agreement with Richard J. Willemin, pursuant
to which Mr. Willemin agreed to serve as the Company's Chief Financial Officer.
The Agreement provides for an annual salary of $175,000 and a signing bonus of
$50,000, as well as certain fringe benefits. The Agreement also provides Mr.
Willemin with a bonus of $100,000 upon the consummation of the merger with
Oracle. In the event that the Merger Agreement is terminated, Mr. Willemin will
receive options to purchase 150,000 shares of the Company's Common Stock, which
vest at an annual rate of 25% commencing on the first anniversary of the
Agreement, subject to acceleration upon a "change of control." If Mr. Willemin
is terminated without "cause," the Company agreed to pay Mr. Willemin severance
of up to nine months of his base salary. In the event the merger with Oracle is
consummated and Mr. Willemin is terminated without "cause," or resigns after 90
days following the merger, the Company has agreed to pay Mr. Willemin severance
of six months. The Agreement also contains various non-compete, non-solicitation
and confidentiality provisions.

     Richard C. Giordanella Employment Agreement. On July 8, 1992, the Company
entered into an Employment Agreement with Richard C. Giordanella, the Company's
President and Chief Executive Officer. The Agreement set certain minimum
payments for fiscal 1993 and 1994 and provides for certain benefits to Mr.
Giordanella including a car allowance, club dues and life insurance. In the
event Mr. Giordanella is terminated other than for cause, as defined in the
Agreement, the Company is obligated to pay his base salary on a monthly basis
for nine months from termination, subject to certain


                                       6
<PAGE>

reductions, and to continue his health coverage for the earlier of nine months
or the commencement of full time employment for pay. The term of the Agreement
continues from year to year unless terminated upon 90 days' notice by the
Company or without notice for cause or by Mr. Giordanella on 30 days' notice. In
July 1996, the employment of Mr. Giordanella, the Company's then Chief Executive
Officer, was terminated.

     The Company has severance agreements with certain of its executive 
officers providing that if they are terminated without cause they will be 
compensated for a specified period of time. They include John F. Cingari and 
Ronald D. Nall, six months severance; Joseph J. Grispo, six months severance 
and Peter B. Sobiloff, six months severance plus one month for each year of 
employment beyond three years up to a total of nine months; and Rick L. 
Smith, six months severance and relocation expenses up to $50,000 in certain 
circumstances. Mr. Smith resigned from the Company in April 1996.  In October 
1996, the Company agreed to pay Mr. Smith $100,000 in connection with his 
leaving the Company. 

Compensation Committee Interlocks and Insider Participation

     The Compensation Committee is responsible for determining salaries, 
incentives and other forms of compensation for directors, officers and other 
employees of the Company. The Compensation Committee also administers various 
incentive compensation and benefit plans. See "Employee Stock Plans." The 
Compensation Committee consists of Messrs. Beitzel, who is Chairman, 
Hathaway, Barris and Weiler.


Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of October 3, 1996 by (i) each
shareholder known to the Company to be a beneficial owner of more than 5% of the
Company's Common Stock, (ii) each director, (iii) each of the Named Officers,
and (iv) all executive officers and directors of the Company as a group.

                                                   Beneficial Owner (1)
                                                   --------------------
          Beneficial Ownership                       Shares     Percent
          --------------------                       ------     -------
          Oracle Corporation (2)                    1,566,287    13.4%
            500 Oracle Parkway
            Redwood Shores, CA 94065

          J.P. Morgan Investment Corporation        1,100,587     9.4%
            60 Wall Street
            New York, NY 10260-0060

          Entities affiliated with                    658,000     5.6%
            Putnam Investments. Inc. (3)
            One Post Office Square
            Boston, MA 02109

          Richard C. Giordanella (4)                  475,709     4.1%

          Peter B. Sobiloff (5)                       105,125       *

          Joseph J. Grispo (6)                         66,019       *

          George B. Beitzel (7)                        65,294       *

          John F. Cingari (8)                          50,397       *


                                       7
<PAGE>

                                                   Beneficial Owner (1)
                                                   --------------------
          Beneficial Ownership                       Shares     Percent
          --------------------                       ------     -------
          David R. Hathaway (9)                        44,863       *

          Ronald D. Nall (10)                          18,560       *

          Robert K. Weiler (11)                        11,000       *

          Peter J. Barris (12)                          8,580       *

          Rick L. Smith (13)                                0       *

          All directors and executive 
          officers as a group                         863,467     7.4%
          (11 persons) (14)

*    Less than 1%.

(1)  Beneficial ownership is determined in accordance with the rules of the SEC
     and includes voting and investment power with respect to shares.

(2)  The Company has entered into a Merger Agreement with Oracle. See "Business
     - Recent Developments" in Item 1 on Form 10-K dated June 30, 1996.

(3)  Consists of shares owned by Putnam Investment, Inc. ("PI"), and Putnam
     Investment Management, Inc. ("PIM") and The Putman Advisory Company, Inc.
     ("PAC"). PIM and PAC are registered investments advisors and wholly owned
     subsidiaries of PI. Pursuant to reports filed with the SEC, PI disclaims
     beneficial ownership of shares owned by PIM and PAC and reports that it has
     no power to vote or dispose of these shares.

(4)  Mr. Giordanella was the Chief Executive Officer of the Company until July
     29, 1996, when his employment was terminated. Shares beneficially owned by
     Mr. Giordanella are based on the most recent publicly available
     information.

(5)  Consists of 105,125 shares issuable upon the exercise of options
     exercisable within sixty days.

(6)  Consists of 60,019 shares issuable upon the exercise of options exercisable
     within sixty days.

(7)  Includes 10,986 shares held by family trusts of which Mr. Beitzel is the
     voting trustee; 24,661 shares issuable upon the exercise of options
     exercisable within sixty days and 18,661 shares issuable upon the exercise
     of options held by family trusts of which Mr. Beitzel is the voting trustee
     exercisable within sixty days.

(8)  Consists of 50,397 shares issuable upon the exercise of options exercisable
     within sixty days.

(9)  Includes 8,400 shares issuable upon the exercise of options exercisable
     within sixty days.

(10) Consists of 18,560 shares issuable upon the exercise of options exercisable
     within sixty days.

(11) Consists of 11,000 shares issuable upon the exercise of options exercisable
     within sixty days.

(12) Includes 8,400 shares issuable upon exercise of options exercisable within
     sixty days. Mr. Barris disclaims beneficial ownership of 412,025 shares
     held by New Enterprise Associates V, except for his pecuniary interest
     therein. Mr. Barris is a limited partner of New Enterprise Associates V.

(13) Mr. Smith was an executive officer of the Company until April 29, 1996,
     when he resigned from the Company.


                                       8
<PAGE>

(14) Includes the 475,709 shares of Common Stock owned by Mr. Giordanella. Does
     not include 40,000 shares issuable to Raymond V. Sozzi upon the exercise
     of options exercisable within sixty days. Mr. Sozzi was hired by the
     Company as President and Chief Operating Officer in July 1996 and currently
     serves as the Company's President, Chief Operating Officer and Acting Chief
     Executive Officer. In the event the Company is acquired by Oracle
     Corporation, Mr. Sozzi forfeits all outstanding stock options, vested and
     unvested, and receives a percentage of the proceeds of the sale in
     accordance with his Employment Agreement. If the aforementioned 40,000
     shares were included in the percentage of beneficial ownership, the shares
     of Common Stock held by directors and officers would be approximately 7.7%.


Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The Company has entered into a Merger Agreement with Oracle. See "Business
- Recent Developments" in Item 1 on Form 10-K dated June 30, 1996.


                                       9
<PAGE>

                                     PART IV

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

     (a) The following documents are included herein as part of this Form
10-K/A-1.

          (1) Consolidated Financial Statements. The consolidated financial
statements of Datalogix International Inc., together with the Report of
Independent Accountants thereon, is filed as a part of this Form 10-K/A-1 as
listed below.

                                                                    Page No.
                                                                    --------
          Report of Independent Accountants on 
               Consolidated Financial Statements...................... F-1

          Consolidated Balance Sheet -
               At June 30, 1996 and 1995.............................. F-2

          Consolidated Statement of Operations -
               Years ended June 30, 1996, 1995, 1994.................. F-3

          Consolidated Statement of Cash Flows -
               Years ended June 30, 1996, 1995, 1994.................. F-4

          Consolidated Statement of Shareholders Equity -
               Years ended June 30, 1996, 1995, 1994.................. F-5

          Notes to Consolidated Financial Statements.................. F-6


          (2) Financial Statement Schedules. The financial statement schedule of
Datalogix International Inc. for the years ended June 30, 1996, 1995 and 1994,
together with Report of Independent Accountants thereon, is filed as a part of
this Form 10-K/A-1 as listed below and should be read in conjunction with the
consolidated financial statements of Datalogix International Inc.

                                                                    Page No.
                                                                    --------
          Report of Independent Accountants on
               Financial Statement Schedule........................... S-1

          Schedule II.  Valuation and Qualifying Accounts............. S-2

     Schedules not listed above have been omitted because they are not
applicable or are not required or the information required to be set forth
therein is included in the consolidated financial statements.


                                       10
<PAGE>

          (3) Exhibits:

     Exhibit                           Description
     --------       ------------------------------------------------------------
     *****2.1       Agreement and Plan of Merger, dated as of September 24,
                    1996, between Oracle Corporation, a Delaware corporation
                    ("Oracle"), Delphi Acquisition Corporation, a Delaware
                    corporation and a wholly owned subsidiary of Oracle, and
                    Datalogix International Inc., a New York corporation.

         *3.1       Restated Certificate of Incorporation of Registrant as
                    amended to date.

      ****3.2       Amended and Restated By-Laws dated as of August 27, 1996.

         *4.1       Specimen Common Stock Certificate of Registrant

          4.2       See Exhibits 3.1 and 3.2 for provisions of the Certificate
                    of Incorporation and Bylaws of the Registrant defining
                    rights of holders of Common Stock of the Company.

      ****4.3       Rights Agreement, dated as of August 27, 1996, between the
                    Company and The First National Bank of Boston, as Agent.

     *****4.4       Amendment No. 1 to Rights Agreement, dated as of September
                    24, 1996, between the Company and The First National Bank of
                    Boston.

        *10.1       Form of Indemnification Agreement for Directors and Officers
                    of the Company.

       **10.2       Amended and Restated 1992 Incentive Stock Plan.


       **10.3       1995 Director Option Plan.

      ***10.4       1995 Employee Stock Purchase Plan.

       **10.5       1986 Key Employees' Stock Option Plan adopted October 20,
                    1986, as amended.

        *10.6       Employment Agreement between the Company and Richard
                    Giordanella, President and CEO dated July 8, 1992.

    ^^10.6(a)       Employment Agreement between the Company and Raymond Sozzi,
                    President, COO and Acting Chief Executive Officer dated June
                    28, 1996.

    ^^10.6(b)       Addendum dated July 30, 1996 to Employment Agreement for
                    Raymond Sozzi. See Exhibit 10.6(a) Employment Agreement
                    between the Company and Raymond Sozzi dated June 28, 1996.

     *10.7(a)       Lease dated April 14, 1988 between Capelli Associates II and
                    the Company relating to the premises described as 100 Summit
                    Lake Drive, Valhalla, NY.

     *10.7(b)       Amendment to Lease dated June 16, 1988 between Capelli
                    Associates II and the Company relating to the premises
                    described as 100 Summit Lake Drive, Valhalla, NY.

     *10.7(c)       Amendment to Lease dated May 1, 1989 between Capelli
                    Associates II and the Company relating to the premises
                    described as 100 Summit Lake Drive, Valhalla, NY.

     *10.7(d)       Third Amendment to Lease dated July 1, 1990 between Capelli
                    Associates II and the Company relating to the premises.

     *10.7(e)       Sublease Agreement entered into in July 1995, between Towers
                    Perrin Forester & Crosbey, Inc. and the Company relating to
                    the subletting of additional space at the premises described
                    as 100 Summit Lake Drive, Valhalla, NY

     *10.8(a)       Lease Agreement dated April 21, 1988 by and between Ravinia
                    II Associates and the Company relating to the premises
                    described as Two Ravinia Drive, Suite 1440, Atlanta, Georgia
                    30346.

     *10.8(b)       First Amendment to lease dated September 1, 1993 by and
                    between Ravinia II Associates and the Company relating to
                    the premises described as Two Ravinia Drive, Suite 1440,
                    Atlanta, Georgia 30346.


                                       11
<PAGE>

     Exhibit                           Description
     --------       ------------------------------------------------------------
        *10.9       Lease dated January 4,1993 by and between Airport Corporate
                    Center and Christopher E. Fountain doing business under the
                    name of the Company relating to the premises described as
                    533 Airport Blvd., Suite 390, Burlingame, California.

       *10.10       Lease dated June 10, 1994 between Oakbrook Terrace
                    Associates, Ltd. and the Company relating to the premises
                    described as One Lincoln Centre, Suite 1660, Oakbrook
                    Terrace, Illinois 60181.

       *10.11       Purchase Agreement dated October 29,1992 between the Company
                    and the purchasers of the Company's Series E Preferred
                    Stock.

       *10.12       Purchase Agreement dated June 30,1993 between the Company
                    and the purchasers of the Company's Series E Preferred
                    Stock.

       *10.13       Purchase Agreement dated September 6,1994 between the
                    Company and Oracle Corporation relating to the purchase of
                    the Company's Series F Preferred Stock.

       *10.14       Master Lease Agreement dated January 3,1992 between
                    Comdisco, Inc. and the Company.

       *10.15       Registration Rights Agreement dated October 29, 1992, as
                    amended and restated as of June 30,1993 and as of September
                    6,1994 between the Company and certain holders of the Series
                    A, B, C, D, E and F Preferred Stock and warrants of the
                    Company.

    *10.16(a)       Credit Agreement dated as of January 15,1994 between the
                    Company and Silicon Valley Bank.

    *10.16(b)       First Amendment dated as of December 5,1994 to Credit
                    Agreement dated as of January 15, 1994 between the Company
                    and Silicon Valley Bank.

    *10.16(c)       Amended and Restated Promissory Note dated December 5,1994
                    from the Company to Silicon Valley Bank in the amount of
                    $1.5 million.

    *10.16(d)       Promissory Note (Equipment Line of Credit Loans) dated as of
                    December 5,1994 from the Company to Silicon Valley Bank in
                    the amount of $1,000,000.

    *10.16(e)       Security Agreement dated January 15,1994 between the Company
                    and Silicon Valley Bank.

    *10.16(f)       First Amendment to Security Agreement dated as of December
                    5,1994 between the Company and Silicon Valley Bank.

    *10.16(g)       Copyright Mortgage dated as of January 15,1994 between the
                    Company and Silicon Valley Bank.

    *10.16(h)       Assignment of Trademarks dated January 15,1994 between the
                    Company and Silicon Valley Bank.

    *10.16(i)       Guarantee dated January 15,1994 made by Datalogix
                    Development Corp. in favor of Silicon Valley Bank.

    *10.16(j)       Security Agreement dated as of January 15, 1994 between
                    Datalogix Development Corp. and Silicon Valley Bank.

      +*10.17       International Distribution Agreement dated as of September
                    6,1994 by and between the Company and Oracle Corporation.

      +*10.18       Joint Marketing Agreement dated September 6,1994 between the
                    Company and Oracle Corporation.

       *10.19       Authorized Distributor Agreement dated January 3, 1991
                    between the Company and JYACC, Inc.

       *10.20       Restricted Source Code License Agreement dated December
                    17,1991 by and between JYACC, Inc. and the Company.

       *10.21       Software Distribution License Agreement made as of May
                    29,1992 by and between IQ Software Corporation and the
                    Company.

       *10.22       Development and Distribution Agreement dated February 2,
                    1993 by and between the Company and Intellection, Inc.


                                       12
<PAGE>

     Exhibit                           Description
     --------       ------------------------------------------------------------
       *10.23       Software License and Technology Escrow Agreements dated as
                    of March 30,1994 between UNISYS Corporation and the Company.

       *10.24       International Distribution Agreement dated December 2,1994
                    between S.E.A. Group, Inc. and the Company.

       *10.25       International Software Marketing Agreement dated as of
                    December 5, 1994 between the Company and IBM.

       *10.26       International Distribution Agreement dated January 9,1995
                    between Vertical Systems, Inc. and the Company.

       *10.27       Letter agreement with Rick L. Smith dated August 27,1992
                    containing severance provisions.

       *10.28       Letter agreement with Peter B. Sobiloff dated July 21, 1992
                    containing severance provisions.

       *10.29       Letter agreement with John Cingari dated May 7, 1993
                    containing severance provisions.

       *10.30       Recapitalization Agreement dated June 30,1993 by and among
                    the Company, J.P. Morgan Investment Corporation and certain
                    security holders of the Company.

       *10.31       License Agreement dated September 25, 1990 by and among the
                    Company and Concept Omega Corporation. 

     ^++10.32       Master Software Reseller Agreement dated effective as of 
                    July 18, 1995 by and among the Company and International
                    Business Machines Corporation.

     ^^^10.33       Amendment to Employment Agreement between the Company and
                    Raymond Sozzi, dated September 13, 1996.

        10.34       Employment Agreement between the Company and Richard
                    Willemin, Chief Financial Officer, dated September 26, 1996.

       ^^11.1       Computation of Earnings Per Share.

       ^^21.1       Subsidiaries of Registrant.

         23.1       Consent of Independent Accountants.

       ^^24.1       Power of Attorney.  (included on signature page)

       ^^27.1       Financial Data Schedule.

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

*         Incorporated by reference to the Registration Statement on Form S-1
          (File No. 33-91746) as declared effective by the Securities and
          Exchange Commission on June 15, 1995.
**        Incorporated by reference to the Registration Statement on Form S-8
          (File No. 33-96868).
***       Incorporated by reference to the Registration Statement on Form S-8
          (File No. 33-96866).
****      Incorporated by reference to Form 8-K dated August 27, 1996.
*****     Incorporated by reference to Form 8-K dated September 24, 1996.
^         Incorporated by reference to Form 10-K dated June 30, 1995.
^^        Previously filed with Form 10-K dated June 30, 1996.
^^^       Incorporated by reference to the Company's Preliminary Proxy Statement
          on Schedule 14A filed on October 10, 1996.
+         Confidential treatment has been granted with respect to certain
          portions of this exhibit. Omitted portions have been filed separately
          with the Securities and Exchange Commission.


                                       13
<PAGE>

++        Confidential treatment has been requested with respect to certain
          portions of this exhibit. Omitted portions have been filed separately
          with the Securities and Exchange Commission.


          (b) Reports on Form 8-K. No reports on Form 8-K were filed by the
Company during the fiscal quarter ended June 30, 1996. The Company subsequently
filed Form 8-K dated August 27, 1996. In addition, the Company filed two reports
on Form 8-K dated September 24, 1996, one disclosing the Agreement and Plan of
Merger with Oracle and the other announcing an anticipated loss for fiscal 1996
and certain restatements affecting first and second fiscal quarters of 1996.
Exhibits to the 8-K for the rights to announce adoption of a shareholder rights
plan and amendments to the Company's Bylaws were filed accordingly.

          (c) Exhibits: See Item 14(a)(3) above.


          (d) Financial Statement Schedules: See Item 14(a)(2) above.


                                       14
<PAGE>

                                   SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this Form 10-K/A-1 to be
signed on its behalf by the undersigned, thereunto duly authorized.


                                        Datalogix International Inc.


                                        By:  /s/  RAYMOND V. SOZZI
                                             ----------------------------------
                                             Raymond V. Sozzi
                                             President, Chief Operating Officer
                                             and Acting Chief Executive Officer
                                             (Principal Executive Officer)
                                             October 29, 1996


                                       15

<PAGE>

                        REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors and Shareholders of
Datalogix International Inc.

     In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of operations, of cash flows and of shareholders' equity
present fairly, in all material respects, the financial position of Datalogix
International Inc. and its subsidiaries at June 30, 1996 and 1995, and the
results of their operations and their cash flows for each of the three years in
the period ended June 30, 1996, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with generally accepted auditing standards which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion expressed
above.

     As discussed in Note 13, on September 24, 1996 the Company executed an
agreement and plan of merger with Oracle in which Oracle will acquire all of the
Company's outstanding common stock.

Price Waterhouse LLP

Stamford, Connecticut
September 24, 1996


                                      F-1
<PAGE>

                          DATALOGIX INTERNATIONAL INC.
                           CONSOLIDATED BALANCE SHEET
                        (In thousands, except share data)

<TABLE>
<CAPTION>
                                                                                    June 30,
                                                                              --------------------
ASSETS                                                                          1996        1995
                                                                              --------    --------
<S>                                                                           <C>         <C>     
Current assets:
   Cash and cash equivalents ..............................................   $ 34,019    $ 43,762
   Short-term investments .................................................       --           165
   Accounts receivable, less allowance for doubtful accounts
   of $2,025, and $736, respectively ......................................     13,930      13,484
   Deferred income taxes ..................................................       --         2,017
   Prepaid expenses and other current assets ..............................        747         576
                                                                              --------    --------
     Total current assets .................................................     48,696      60,004
Fixed assets, net .........................................................      3,356       2,207
Computer software development costs, less accumulated
amortization of $1,890 and $3,080, respectively ...........................      2,883       2,282
Deferred income taxes .....................................................      2,732         499
Other assets ..............................................................        237          59
                                                                              --------    --------
     Total assets .........................................................   $ 57,904    $ 65,051
                                                                              ========    ========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Accounts payable .......................................................   $  2,632    $  5,157
   Accrued liabilities ....................................................      5,162       3,516
   Customer advances and unearned revenue .................................      3,900       5,712
   Notes payable and other obligations ....................................      4,666         824
                                                                              --------    --------
     Total current liabilities ............................................     16,360      15,209
Unearned revenue ..........................................................        269         404
Notes payable and other obligations .......................................       --           147
Commitments and contingencies (Note 6 and 12) .............................       --          --
Shareholders' equity (deficit):
   Preferred stock, $.01 par value; authorized 5,000,000 shares;
      none issued .........................................................       --          --
                                                                              --------    --------
   Common stock, $.01 par value; authorized - 40,000,000 shares; issued and
      outstanding - 11,158,231 shares in 1996 and 10,864,130
      shares in 1995 ......................................................        112         109
   Additional paid-in capital .............................................     72,160      71,631
   Accumulated deficit ....................................................    (29,903)    (21,871)
   Treasury stock, at cost; 96,116 shares in 1996 and 11,116 shares in 1995       (704)        (71)
   Cumulative translation adjustment ......................................       (293)       (267)
   Deferred compensation ..................................................        (97)       (240)
                                                                              --------    --------
     Total shareholders' equity ...........................................     41,275      49,291
                                                                              --------    --------
     Total liabilities and shareholders' equity ...........................   $ 57,904    $ 65,051
                                                                              ========    ========
</TABLE>

          See accompanying notes to consolidated financial statements.


                                      F-2
<PAGE>

                          DATALOGIX INTERNATIONAL INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS
                      (In thousands, except per share data)



                                                     Year Ended June 30,
                                             ----------------------------------
                                               1996         1995         1994
                                             --------     --------     --------
Revenues:
   License fees .........................    $ 23,515     $ 26,852     $ 14,189
   Services .............................      25,668       16,326       10,559
                                             --------     --------     --------
   Total revenues .......................      49,183       43,178       24,748
                                             --------     --------     --------

Operating expenses:
   Cost of license fees .................       7,862        5,618        2,077
   Cost of services .....................      18,109       10,334        6,024
   Sales and marketing ..................      16,418       13,670        8,589
   Research and development .............       9,386        6,271        4,554
   General and administrative ...........       7,218        4,433        2,097
                                             --------     --------     --------
   Total operating expenses .............      58,993       40,326       23,341
                                             --------     --------     --------

Income (loss) from operations ...........      (9,810)       2,852        1,407
   Interest income ......................       1,950          186           57
   Interest expense .....................        (122)        (113)        (149)
                                             --------     --------     --------

Income (loss) before taxes ..............      (7,982)       2,925        1,315
Provision (benefit) for income taxes ....          50       (2,405)        --
                                             --------     --------     --------
Net income (loss) .......................    $ (8,032)    $  5,330     $  1,315
                                             ========     ========     ========
Earnings (loss) per share ...............    $  (0.70)    $   0.59     $   0.16
                                             ========     ========     ========
Weighted average number of common 
   and common equivalent shares
   outstanding...........................      11,426        9,048        8,313
                                             ========     ========     ========


          See accompanying notes to consolidated financial statements.


                                      F-3
<PAGE>

                          DATALOGIX INTERNATIONAL INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                      Year Ended June 30,
                                                                --------------------------------
                                                                  1996        1995        1994
                                                                --------    --------    --------
<S>                                                             <C>         <C>         <C>     
Cash flows from operating activities:
  Net income (loss) .........................................   $ (8,032)   $  5,330    $  1,315
   Adjustments to reconcile net income (loss) to net
        cash  provided by (used in) operating activities:
        Depreciation and amortization .......................      2,821       1,456       1,128
        Provision for bad debt on accounts receivable .......      2,812         307         590
        Loss on disposal of fixed assets ....................        118          --           6
        Write-off of capitalized software costs .............        131          --         120
        Deferred income taxes ...............................       (216)     (2,516)         -- 
        Changes in operating assets and liabilities:
          Accounts receivable ...............................     (3,258)     (4,259)     (3,483)
          Prepaid expenses and other assets .................       (239)        347         (35)
          Accounts payable and accrued liabilities ..........      4,576       2,160         410
          Customer advances and unearned revenue ............     (1,947)       (352)        286
                                                                --------    --------    --------
          Net cash provided by (used in) operating activities     (3,234)      2,473         337
                                                                --------    --------    --------

Cash flows from investing activities:
   Short-term investments, net ..............................         55         (55)        272
   Capital expenditures .....................................     (2,676)     (1,884)       (401)
   Capitalized software costs ...............................     (1,896)     (1,122)     (1,008)
                                                                --------    --------    --------
           Net cash (used in) investing activities ..........     (4,517)     (3,061)     (1,137)
                                                                --------    --------    --------

Cash flows from financing activities:
   Net repayments on financing arrangements .................       (971)     (2,780)        (78)
   Purchase of treasury .....................................       (633)         --          --
   shares
   Proceeds from sale of redeemable convertible preferred
        stock, net ..........................................         --       4,147         (38)
   Payment of stock issuance costs ..........................       (789)         --          --
   Proceeds from sale of common stock, net ..................         --      38,743          --
   Proceeds from exercise of stock options and warrants and
         employee stock purchase ............................        427         216          --
                                                                --------    --------    --------
          Net cash provided by (used in) financing activities     (1,966)     40,326        (116)
                                                                --------    --------    --------

Effect of exchange rate changes on cash .....................        (26)        (26)        (15)
                                                                --------    --------    --------

         Net increase (decrease) in cash and cash equivalents     (9,743)     39,712        (931)
Cash and cash equivalents at beginning of year ..............     43,762       4,050       4,981
                                                                --------    --------    --------
Cash and cash equivalents at end of year ....................   $ 34,019    $ 43,762    $  4,050
                                                                ========    ========    ========

Supplemental disclosures of cash flow information:
   Interest paid ............................................   $    122    $    113    $    149
   Interest received ........................................   $  1,856          --          --
Noncash investing and financing activities:
   Accrual of deferred stock option compensation ............   $     --    $    257    $     --
   Conversion of redeemable preferred stock to common stock .   $     --    $ 32,977    $     --
   Accrual of common stock issuance costs ...................   $     --    $    731    $     --
</TABLE>


          See accompanying notes to consolidated financial statements.


                                      F-4
<PAGE>

                          DATALOGIX INTERNATIONAL INC.
                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                                 (In thousands)

<TABLE>
<CAPTION>
                                                              
                                            Common Stock       Additional                           Cumulative              
                                           ---------------      paid-in    Accumulated   Treasury   translation  Deferred   
                                           Shares    Amount     capital     (deficit)     stock     adjustment  compensation
                                           ------    ------     -------     ---------     -----     ----------  ------------
<S>                                     <C>        <C>         <C>         <C>         <C>         <C>         <C>   
Balance, June 30, 1993                       213    $      2    $    275    $(28,125)   $    (71)   $   (226)   $   --
Exercise of stock options                      2                       1
Preferred stock issuance costs                                                   (38)
Net income                                                                     1,315
Translation adjustments                                                                                  (15)
                                        --------    --------    --------    --------    --------    --------    --------

Balance, June 30, 1994                       215           2         276     (26,848)        (71)       (241)       --
Preferred stock issuance costs                                                  (353)
Initial public offering of common
stock, net                                 2,495          25      37,987
Conversion of redeemable
preferred stock                            7,259          73      32,904
Cashless exercise of Oracle
 Warrant (Note 7):
    Exercise                                 890           9       4,995
    Reacquisition                           (890)         (9)    (15,128)
    Sale                                     596           6      10,127
Exercise of stock options and
    warrants                                 299           3         213
Deferred compensation on
  stock options                                                      257                                            (257)
Amortization of deferred
  compensation                                                                                                        17
Net income                                                                     5,330
Translation adjustments                                                                                  (26)
                                        --------    --------    --------    --------    --------    --------    --------

Balance, June 30, 1995                    10,864         109      71,631     (21,871)        (71)       (267)       (240)

Exercise of stock options and
    warrants                                 282           3         296
Issuance under Stock Plans                    12          --         128
Purchase of  treasury shares                                                                (633)
Amortization of deferred
   compensation                                                      105                                             143
Net loss                                                                      (8,032)
Translation adjustments                                                                                  (26)
                                        --------    --------    --------    --------    --------    --------    --------

Balance, June 30, 1996                    11,158    $    112    $ 72,160    $(29,903)   $   (704)   $   (293)   $    (97)
                                        ========    ========    ========    ========    ========    ========    ========
</TABLE>


          See accompanying notes to consolidated financial statements.


                                      F-5
<PAGE>

                          DATALOGIX INTERNATIONAL INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        (In thousands, except share data)

NOTE 1 - THE COMPANY:

     Datalogix International Inc. (the "Company") is a provider of open,
client/server software solutions for managing the manufacturing, logistics and
financial operations of process manufacturing companies worldwide. See Note 13
for the Oracle Merger.

     The financial statements reflect the consolidated activities of the Company
and its subsidiaries. All intercompany balances and transactions have been
eliminated.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

     The following is a summary of significant accounting policies followed by
the Company.

Accounting estimates:

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

Revenue recognition:

     Revenues under the Company's noncancellable license agreements are
recognized upon delivery of the software and once all significant contractual
obligations have been satisfied. Royalty revenues are recognized as they are
reported to the Company by the third party licensing the Company's software.

     Revenues from the Company's customer support services (i.e., telephone
support and product updates) are recognized on a pro rata basis over the life of
the service contract, generally one year. Revenues from consulting, programming,
training and software installation services are recognized as these services are
performed and delivered. Customer advances and unearned revenues include amounts
received or billed for customer support services to be rendered in the future.

     Estimated warranty costs of the Company's noncancellable license agreements
are recognized upon the recognition of revenue related to these agreements. See
Note 12 for fourth quarter increase to the warranty reserve.

Computer software development costs:

     The Company's software development costs, which are primarily comprised of
salaries and related costs, are expensed until technological feasibility is
established and then capitalized until a marketable product is completed.
Capitalized software development costs are amortized over their estimated
economic life, principally three to five years. Amortization expense included in
cost of license fees for the years ended June 30 were $1,161 in 1996, $690 in
1995 and $596 in 1994. Included in research and development expenses were
previously capitalized software in the amounts of $131 and $120 in fiscal 1996
and 1994, respectively, which the Company determined would provide no future
benefit.

     The Company periodically reviews its capitalized software development costs
to determine their net realizability based upon anticipated net future cash
flows of the applicable products.


                                      F-6
<PAGE>

                          DATALOGIX INTERNATIONAL INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                        (In thousands, except share data)

Fixed assets:

     Fixed assets are stated at cost less accumulated depreciation or
amortization. Depreciation of computer and office equipment is calculated using
the straight-line method over the estimated useful lives of the assets.
Amortization of leasehold improvements is calculated using the straight-line
method over the shorter of the life of the improvement or the related lease.
Depreciation and amortization expenses were $1,406, $749, and $532 in fiscal
1996, 1995 and 1994, respectively.

Short-term investments:

     Short-term investments consist of bank deposits with maturities greater
than three months.

Income taxes:

     The Company accounts for income taxes using the asset and liability
approach. See Note 10 for further information.

Statement of cash flows:

     For purposes of reporting cash flows, the Company considers all
interest-bearing securities having original maturities of three months or less
to be cash equivalents.

Concentrations of credit risks:

     The Company operates in one segment and its customers are concentrated
primarily in the consumer packaged goods (food, beverage, health and beauty
aids) and the industrial products (chemical, pharmaceutical and petroleum)
industries. The Company generally requires a cash deposit upon contract signing.
The Company establishes an allowance for doubtful accounts based upon factors
surrounding the credit risk of specific customers, historical trends and other
information.

     In fiscal 1996, approximately 10% and 16% of total revenues were derived
from Oracle and another customer, respectively. The GEMMS license fees and
services comprised the principal component of the revenues from these customers.
No customer accounted for revenues in excess of 10% in fiscal 1995 or 1994.

     The Company invests its excess cash principally in money market
instruments, short-term corporate obligations and certificates of deposit.
Generally, the investments mature within 90 days.

Foreign currency translation:

     Assets and liabilities denominated in foreign currencies are translated at
exchange rates on the balance sheet date, and revenues and expenses are
translated at average rates during the period. Translation adjustments are shown
separately as a component of shareholders' equity. The majority of international
revenues are denominated in U.S. dollars and pound sterling.

Earnings (loss) per share:

     Earnings (loss) per share is determined by dividing net income (loss) by
the weighted average number of shares of common stock and common stock
equivalents outstanding during the period. Common stock equivalents include
stock options, warrants and redeemable convertible preferred stock prior to its
conversion into common stock in June 1995, upon the closing of the initial
public offering of the Company's common stock.


                                      F-7
<PAGE>

                          DATALOGIX INTERNATIONAL INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                        (In thousands, except share data)

Recently issued accounting standards:

     In October 1995, the Financial Accounting Standards Board issued SFAS 123,
" Accounting for Stock Based Compensation," which is effective in fiscal 1997
for the Company. Under SFAS 123, companies can elect, but are not required, to
recognize compensation expense for all stock-based awards, using a fair value
methodology. The Company expects to implement in fiscal 1997 the disclosure only
provision, as permitted by SFAS 123.

Reclassifications:

     Certain reclassifications have been made to prior period amounts to conform
with the current year presentation.

NOTE 3 - ORACLE  (A RELATED PARTY) AGREEMENTS:

     In September 1994, the Company entered into a Joint Marketing Agreement and
an International Distribution Agreement with Oracle Corporation (the "Oracle
Agreements") to market and distribute the GEMMS product (under the name "Oracle
GEMMS") on a worldwide basis. Datalogix pays royalties of 30% to Oracle for
certain GEMMS sales in the United States. The Company reports the royalties paid
to Oracle as a cost of license fees. In exchange for its international
distribution rights, Oracle pays the Company a royalty equal to 40% or more of
the license fees and maintenance fees received by Oracle for certain sales
outside the United States. Oracle also pays the Company license fees for certain
sales in the United States where Oracle sells directly to the customer. The
Company includes these royalties and license fees in revenues. There is no
offsetting entry to cost of license fees that is attributable to the royalty and
license fees revenues earned by the Company from Oracle. The Oracle Agreements
are for a four-year term and renew annually unless terminated by either party.

     Royalties and license fees paid by Oracle to Datalogix were approximately
$4,342 and $411 and royalties paid by Datalogix to Oracle were approximately
$3,923 and $2,670 for fiscal 1996 and 1995, respectively. Services revenue paid
by Oracle to Datalogix were approximately $740 and $130 in fiscal 1996 and 1995,
respectively. At June 30, 1996 and 1995, the Company had receivables due from
Oracle in the amount of $1,576 and $164, respectively, which are included in
accounts receivable in the consolidated balance sheet. Also, at June 30, 1996
and 1995, the Company had payables due Oracle in the amount of $1,905 and
$2,877, respectively, which are included in accounts payable in the consolidated
balance sheet. See Note 7, 11 and 13 for other transactions with Oracle.

NOTE 4 - BALANCE SHEET COMPONENTS:

     Fixed assets consisted of the following at:

                                                                June 30,
                                                                --------
                                                             1996     1995
                                                            ------   ------
     Computer equipment .................................   $4,003   $3,608
     Assets under capital lease .........................     --        270
     Office furniture, fixtures and other ...............    2,169    1,297
                                                            ------   ------
        Total ...........................................    6,172    5,175
     Less - Accumulated depreciation and amortization ...    2,816    2,968
                                                            ------   ------
                                                            $3,356   $2,207
                                                            ======   ======


                                      F-8
<PAGE>

                          DATALOGIX INTERNATIONAL INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                        (In thousands, except share data)


           Accrued liabilities consisted of the following at:

                                                              June 30,
                                                              --------
                                                         1996         1995
                                                        ------       ------
     Commissions ................................       $1,076       $1,136
     Payroll and other compensation .............        1,957          352
     Other ......................................        2,129        2,028
                                                        ------       ------
                                                        $5,162       $3,516
                                                        ======       ======

NOTE 5 - NOTES PAYABLE AND OTHER OBLIGATIONS:

     In January 1994, the Company secured a commitment for a short term credit
facility of $1,500. The facility was amended in December 1994 to include an
equipment line of credit of $1,000. These facilities bear interest at a rate of
0.75% to 1.25% above the lender's prime rate and are secured by the Company's
assets. The short term credit facility expired in April 1996. The equipment line
of credit facility expired in June 1995. No amounts were outstanding under
either the short term credit facility or the equipment line credit at June 30,
1996 or 1995.

     The Company has other obligations relating to product claims and warranty
costs. In the fourth quarter of fiscal 1996, the Company increased its reserve
for such costs and obligations to approximately $4,700 as discussed in Note 12.

     The Company has noncancelable operating leases for furniture, equipment,
office space and automobiles. Annual rental expense under operating leases was
$1,957, $1,920 and $1,758 in fiscal 1996, 1995, 1994, respectively.

     At June 30, 1996, scheduled minimum future lease payments due under
noncancelable operating leases having initial or remaining terms of one year or
more are as follows:

     Fiscal Year
     -----------
        1997 .............................................           $2,112
        1998 .............................................            2,296
        1999 .............................................            1,187
        2000 and thereafter ..............................              102
                                                                     ------
     Total minimum lease payments ........................           $5,697
                                                                     ======

NOTE 6 - COMMITMENTS AND CONTINGENCIES:

     The Company has made commitments to its customers for the annual support
and maintenance of its products as well as other customer obligations. See Note
5 for the accrued liability for product claims and warranty costs.

     The Company is a party to claims arising during the normal course of
business, the outcome of which, in the opinion of management, will not have a
material adverse effect on the Company's financial position or results of
operations. See Note 12 for discussion of quarterly restatements.


                                      F-9
<PAGE>

                          DATALOGIX INTERNATIONAL INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                        (In thousands, except share data)

NOTE 7 - CAPITAL STOCK:

Authorization

     In April 1995, the Board of Directors and shareholders approved a 1-for-2
reverse stock split of the common stock, authorized the issuance of 5,000,000
shares of preferred stock at $.01 par value and approved an increase in the
number of authorized common shares from 30,000,000 to 40,000,000 shares. The
reverse stock split has been reflected in all prior periods presented.
Accordingly, all previously reported common stock share, per share and stock
option data have been restated.

Common Stock

     On June 15, 1995, the Company completed an underwritten initial public
offering ("IPO") of 3,795,000 shares of its common stock, at an initial price to
the public of $17.00 per share. The offering was comprised of 2,495,000 newly
issued shares by the Company and 1,300,000 shares offered by selling
shareholders. The Company retained net proceeds of $37,954 after deducting
underwriting commissions and discounts of $2,969 and other costs of $1,492.

     In connection with the Oracle Agreements in September 1994 (see Note 3),
2,401,280 shares of preferred stock were issued to Oracle for $1.874 per share.
The total amount of preferred shares issued to Oracle was converted into common
stock upon the closing of the Company's IPO on June 15, 1995. In addition,
Oracle was granted a warrant (the "Oracle Warrant") to purchase 890,426 shares
of the Company's common stock at $5.62 per share. The Oracle Warrant was also
exercised for the Company's common stock upon the closing of the Company's IPO
as part of a cashless exercise. As a result of these and other market
transactions, Oracle owns approximately 14% of the Company's outstanding common
stock at June 30, 1996.

NOTE 8 - STOCK OPTION PLANS:

     The Company has reserved shares of common stock to be issued in connection
with its key employee stock option plan. The employees' options to purchase
shares vest over a fifty-month period. The options terminate six years from the
date granted.

     All outstanding options under existing employee option plans and all
warrants outstanding both prior to and since the April 1995 1-for-2 reverse
stock split are now deemed to be exercisable into that number of common shares
determined using the stock split multiple.

     In April 1995, the Board of Directors and shareholders established the 1995
Director Option Plan and the 1995 Employee Stock Purchase Plan which provides
for the issuance of 100,000 and 250,000 shares of common stock, respectively. As
of June 30, 1996, 24,000 options were granted and 76,000 shares remained
available for future granting of options under the 1995 Director Option Plan.
Under the Employee Stock Purchase Plan, eligible employees may purchase shares
of the Company's common stock through payroll deductions not to exceed 10% of
compensation per pay period. The purchase price under this plan is an amount
equal to 85% of the lower of the fair market value of the stock on enrollment
date or on the exercise date. The plan purchased approximately 11,960 shares of
the Company's common stock during fiscal 1996. At June 30, 1996, there were
238,040 shares available for future offerings. No options or shares had been
granted or issued under these plans at June 30, 1995.

     In November 1992, the Board of Directors and shareholders established the
1992 Stock Option Plan which provides for the issuance of 2,071,439 shares of
common stock.


                                      F-10
<PAGE>

                          DATALOGIX INTERNATIONAL INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                        (In thousands, except share data)


     Transactions under the Company's stock option plans, as retroactively
adjusted for stock splits, are summarized below (price approximates market value
at date of grant):


                                               Options    Price per share
                                               -------    ---------------
     Options outstanding at June 30, 1993    1,139,248
     Options granted ....................      418,295             $ 0.80
     Options exercised ..................       (1,573)            $ 0.80
     Options canceled ...................      (77,598)            $ 0.80
                                             ---------
     Options outstanding at June 30, 1994    1,478,372
     Options granted ....................      644,163    $ 0.80 - $13.00
     Options exercised ..................     (268,848)            $ 0.80
     Options canceled ...................     (183,777)   $ 0.80 - $ 6.98
                                             ---------
     Options outstanding at June 30, 1995    1,669,910
     Options granted ....................      171,500    $11.75 - $12.25
     Options exercised ..................     (272,141)   $ 0.80 - $ 3.50
     Options canceled ...................      (95,024)   $ 0.80 - $13.00
                                             ---------
     Options outstanding at June 30, 1996    1,474,245
                                             =========

     Stock options exercisable at June 30, 1996 were 906,199 with an exercise
price per share of $0.80 - $13.00. At June 30, 1996, 212,987 shares remained
available for future granting of options under the 1992 Plan. In fiscal 1996 and
1995, the Company recognized as compensation the excess of the deemed value for
accounting purposes of the common stock issuable upon exercise of certain
options over the exercise price of such options. The compensation expense is
amortized ratably over the period from the date of the grant through the vesting
date.

NOTE 9 - EMPLOYEE RETIREMENT PLAN:

     The Company sponsors a defined contribution 401(k) plan which covers
substantially all of its employees. The Company matches an amount equal to 25%
of the first 5% contributed by the employee. Employees are fully vested in their
own contribution and vest in the Company's contributions over a four-year
period. Contribution expenses of $134, $139 and $72 were incurred during fiscal
1996, 1995 and 1994, respectively.

NOTE 10 - PROVISION FOR INCOME TAXES:

     The deferred tax provision was determined under the asset and liability
approach. Deferred tax assets and liabilities were recognized on differences
between the book and tax bases of assets and liabilities using presently enacted
tax rates. The provision (benefit) for income taxes is the sum of the amount of
income tax paid or payable for the year as determined by applying the provisions
of enacted tax laws to the taxable income for that year and the net change
during the year in the Company's deferred tax assets and liabilities.


                                      F-11
<PAGE>

                          DATALOGIX INTERNATIONAL INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                        (In thousands, except share data)

     In the third quarter of fiscal 1995, the Company, based upon its recent
operating results and the market acceptance of its GEMMS product, reduced its
valuation allowance to $698. The effect of this change in judgment regarding the
realizability of certain net operating losses was to offset the 1995 provision
for income taxes by $3,497, resulting in a net benefit for income taxes of
$2,405 for fiscal 1995. The valuation allowance was increased to $3,412 at June
30, 1996 primarily reflecting an allowance against additional loss carryforwards
generated in the current fiscal year. The Company believes it is more likely
than not that the deferred income taxes of $2,732 at June 30, 1996 will be
realized. However, it is reasonably possible that such valuation allowance could
increase significantly in the near term, depending on the Company's ability to
generate sufficient taxable income.

     The provision (benefit) for taxes for the fiscal years ended June 30, 1996,
1995 and 1994 are as follows:

                                                        Year Ended June 30,
                                                        -------------------
                                                    1996       1995       1994
                                                   -------    -------    -------
Current provision
   U.S. federal ................................   $  --      $    15    $  --
   State .......................................        50         66       --
   Foreign .....................................       216         30       --
                                                   -------    -------    -------
Total current provision ........................       266        111       --
Deferred benefit ...............................      (216)    (2,516)      --
                                                   -------    -------    -------
Provision (benefit) for income taxes ...........   $    50    $(2,405)   $  --
                                                   =======    =======    =======

     Deferred tax liabilities (assets) are comprised of the following at:

                                                                June 30,
                                                                --------
                                                           1996          1995
                                                          -------       -------
   Software development cost amortization ..........      $ 1,009       $   799
   Depreciation and other ..........................          165           223
                                                          -------       -------
      Gross deferred tax liabilities ...............        1,174         1,022
                                                          -------       -------
   Loss carryforwards ..............................       (4,892)       (3,548)
   Contract refunds and other obligations ..........       (1,633)         (243)
   Commissions .....................................          (26)          (65)
   Bad debt expense ................................         (709)         (235)
   Other ...........................................          (58)         (145)
                                                          -------       -------
      Gross deferred tax assets ....................       (7,318)       (4,236)
                                                          -------       -------
   Deferred tax asset valuation allowance ..........        3,412           698
                                                          -------       -------
      Net deferred tax asset .......................      $(2,732)      $(2,516)
                                                          =======       =======

     The provision (benefit) for income taxes differs from the amount of income
tax determined by applying the U.S. applicable income tax rate to (loss) income
before taxes is as follows:

                                                       Year Ended June 30,
                                                       -------------------
                                                 1996        1995        1994
                                                -------     -------     -------
Tax (benefit) provision at statutory rate...    $(2,794)    $ 1,024     $   447
State income taxes, net of federal tax 
   benefit .................................         33          43        --
Valuation allowance adjustment, net.........      2,714      (3,497)       (447)
Other ......................................         97          25        --
                                                -------     -------     -------
Provision (benefit) for income taxes .......    $    50     $(2,405)    $  --
                                                =======     =======     =======


                                      F-12
<PAGE>

                          DATALOGIX INTERNATIONAL INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                        (In thousands, except share data)

     The Company has significant operating loss carryforwards which expire in
2008, 2009 and 2011. For tax purposes, there is a limitation on the utilization
of net operating losses resulting from certain changes in ownership due to prior
common and preferred stock transactions. As a result, the amount of net
operating loss carryforwards available to offset future taxable income is
approximately $14,000 as of June 30, 1996. Accordingly, the Company has recorded
a gross deferred tax asset for the amount of net operating loss carryforwards
available to offset future taxable income.

NOTE 11 - GEOGRAPHIC INFORMATION:

     Financial information, summarized by geographic area, is as follows:

                                                          Canada and 
                                   United                    Other    
                                   States      Europe    International   Total
                                   ------      ------    -------------   -----
Year ended June 30, 1996:                                            
   Total revenues ............... $ 40,042    $  4,867     $  4,274    $ 49,183
   Income (loss) from operations  $(11,532)   $     55     $  1,667    $ (9,810)
   Identifiable assets .......... $ 55,783    $  1,945     $    176    $ 57,904
Year ended June 30, 1995:                                            
   Total revenues ............... $ 38,289    $  2,527     $  2,362    $ 43,178
   Income (loss) from operations  $  2,591    $   (723)    $    984    $  2,852
   Identifiable assets .......... $ 63,998    $  1,035     $     18    $ 65,051
Year ended June 30, 1994:                                            
   Total revenues ............... $ 22,027    $  1,481     $  1,240    $ 24,748
   Income (loss) from operations  $  1,222    $   (408)    $    593    $  1,407
   Identifiable assets .......... $ 16,438    $  1,148     $     10    $ 17,596
                                                                    
     Revenues received directly from Oracle approximates $5,082, $541 and $0 for
the year ended June 30, 1996, 1995, and 1994 respectively.

NOTE 12 - QUARTERLY FINANCIAL INFORMATION (UNAUDITED):

     Summarized quarterly financial data for the year ending June 30, 1996 and
1995 are as follows:

                                                           Per the Quarter Ended
                               -------------------------------------------------
                             September 30, December 31,   March 31,     June 30,
Fiscal Year 1996                     1995*        1995*       1996         1996
--------------------------------------------------------------------------------
Total revenues                   $  9,166     $ 14,870    $ 11,065     $ 14,082
Operating expenses                 10,760       13,698      13,712       20,823
Income (loss) before taxes         (1,109)       1,625      (2,179)      (6,319)
Net income (loss)                    (698)       1,023      (1,373)      (6,984)
Earnings (loss)  per share           (.06)         .08        (.12)        (.60)
--------------------------------------------------------------------------------
*    The first and second quarters of fiscal 1996 have been restated from
     originally reported amounts as disclosed below.

     During August 1996, new management conducted a comprehensive review of
major customer accounts for the purpose of determining the adequacy of reserves
and allowances related to customer warranty costs, legal costs and accounts
receivable. As a result of this review, management increased its sales returns
and allowance and bad debt provision by approximately $1,700, its customer
warranty costs by approximately $3,400 and made certain other


                                      F-13
<PAGE>

                          DATALOGIX INTERNATIONAL INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                        (In thousands, except share data)

adjustments of approximately $800. Management has no basis on which to allocate
these costs to prior periods; as such, these adjustments totaling approximately
$5,900 have been accounted for as changes in estimates in the fourth quarter.

     The first and second quarters of fiscal 1996 were restated due to
accounting irregularities which necessitated the elimination of a reseller
transaction that was subsequently determined not to be in accordance with
Company policies, the reversal of a credit taken against royalties to Oracle and
to record as compensation certain expenses related to a former employee. As a
result of these restatements, the Company's Board of Directors has retained
outside counsel to conduct a review of the facts and circumstances surrounding
these matters and in addition the Company's business practices and procedures.
The originally reported amounts were as follows:

                                                           Per the Quarter Ended
                                                  ------------------------------
                                                  September 30,   December 31,
Fiscal Year 1996 - As Previously Reported                 1995           1995
--------------------------------------------------------------------------------
Total revenues                                         $10,126        $13,910
Operating expenses                                      10,072         13,410
Income before taxes                                        539            953
Net income                                                 340            600
Earnings per share                                         .03            .05
--------------------------------------------------------------------------------

     The Company is unable to predict whether litigation resulting from the
publication of the restatements will be initiated against the Company, its
officers or its directors nor is it able to predict the outcome or the range of
potential loss, if any, which might result if such litigation is initiated.
Accordingly, no provision for any liability or other adjustments which may
result has been made in the financial statements at June 30, 1996.

                                                           Per the Quarter Ended
                             ---------------------------------------------------
                             September 30, December 31,    March 31,    June 30,
Fiscal Year 1995                     1994         1994         1995        1995
--------------------------------------------------------------------------------
Total revenues                    $ 7,115      $ 9,988      $12,004      $14,071
Operating expenses                  7,095        9,602       11,258       12,371
Income before taxes                    22          398          758        1,747
Net income                             22          398        3,809        1,101
--------------------------------------------------------------------------------

NOTE 13 - SUBSEQUENT EVENTS:

     The Company filed an 8-K dated August 27, 1996 and announced that its Board
of Directors adopted a shareholder rights plan in which preferred stock purchase
rights will be distributed as a dividend at a rate of one right for each share
of the Company's common stock. The Company adopted the plan to protect
shareholders against unsolicited attempts to acquire control of the Company that
would not offer what the Company believes is intended to enable all of the
Company's shareholders to realize the long-term value of their investment in the
Company. The rights do not preclude a takeover, but put on notice anyone seeking
to acquire the Company to negotiate with the Board prior to attempting a
takeover. The rights will be issued to shareholders of record on September 9,
1996 and will expire on August 27, 2006.

     The plan provides for the issuance of one right for each one one-thousandth
of a newly issued share of Series A preferred stock of the Company at an
exercise price of $30. The rights will be exerciseable and transferable apart
from the Company's common stock only if a person or group acquires beneficial
ownership of 20% or more of common stock or commences a tender or exchange offer
upon consummation of which such person or group would


                                      F-14
<PAGE>

                          DATALOGIX INTERNATIONAL INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                        (In thousands, except share data)

beneficially own 20% or more of the common stock. If a person or group becomes
the beneficial owner of 20% or more of the Company's common stock, then each
right not owned by a 20% or more shareholder or certain related parties will
entitle its holder to purchase, at the right's then-current exercise price,
shares of common stock (or, in certain circumstances as determined by the Board,
cash , other property, or other securities) having a value twice the right's
exercise price. The Company will generally be entitled to redeem the rights at $
 .01 per right at any time until a person or group has become the beneficial
owner of 20% or more of the Company's common stock.

     If, after any person has become a 20% or more shareholder, the Company is
involved in a merger or other business combination with another person in which
its common stock is changed or converted, or sells 50% or more of its assets or
earning power to another person, each right will entitle its holder to purchase,
at the right's then-current exercise price, shares of common stock of such other
person having value of twice the right's exercise price.

     The Company also announced that the Board of Directors had adopted
amendments to the Company's Bylaw's implementing notice procedures for
shareholder proposals and for nominations for the election of directors,
increasing the percentage of outstanding shares of stock required to call
special meetings of shareholders, and eliminating the ability of shareholders to
remove directors without cause.

     On September 24, 1996 the Company executed an Agreement and Plan of Merger
with Oracle in which Oracle will acquire all of the Company's outstanding common
stock, excluding treasury, for a price of $8.00 per share or an aggregate of
approximately $81 million. Each share of the Company's common stock (and
associated preferred stock purchase rights) will be converted into the right to
receive $8.00 per share payable to the holder thereof, without interest.
Consummation of the merger is subject to certain closing conditions, including
shareholder consent and regulatory approval. In connection with the execution of
the Merger Agreement on September 24, 1996, the Company amended the plan to
exclude the Merger from triggering the exerciseability of such rights.


                                      F-15

<PAGE>

                          DATALOGIX INTERNATIONAL INC.

                        REPORT OF INDEPENDENT ACCOUNTANTS
                         ON FINANCIAL STATEMENT SCHEDULE


To the Board of Directors and Shareholders of
Datalogix International Inc.


     Our audits of the consolidated financial statements referred to in our
report dated September 24, 1996 appearing on page F-1 of the 1996 Annual Report
of Datalogix International Inc. also included an audit of the Financial
Statement Schedule listed in Item 14(a) of this Form 10-K/A-1. In our opinion,
this Financial Statement Schedule presents fairly, in all material respects, the
information set forth therein when read in conjunction with the related
consolidated financial statements.



Price Waterhouse LLP
Stamford, CT
September 24, 1996


                                       S-1
<PAGE>

                          DATALOGIX INTERNATIONAL INC.

                 Schedule II - Valuation and Qualifying Accounts

                      Years ended June 30, 1996, 1995, 1994
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                  Additions 
                                               Balance at         charged to 
                                              beginning of        costs and                          Balance at
                                                 period            expenses        Deductions       end of period
                                                 ------            --------        ----------       -------------
<S>                                              <C>               <C>               <C>               <C>   
Year ended June 30, 1996:

     Allowance for doubtful accounts             $  736            $2,812            $1,523            $2,025
     Deferred taxes                              $  698            $2,714            $ --              $3,412



Year ended June 30, 1995:

     Allowance for doubtful accounts             $  600            $  307            $  171            $  736
     Deferred taxes                              $4,942            $ --              $4,244            $  698



Year ended June 30, 1994:

     Allowance for doubtful accounts             $  535            $  590            $  525            $  600
     Deferred taxes                              $4,904            $   38            $ --              $4,942

</TABLE>


                                       S-2