SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, DC  20549


                          FORM 10-K


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

             For the fiscal year ended December 31, 1999

                             OR

    TRANSITION REPORT PURSUANT TO SECTION 13 OR  15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

  For the transition period from _______ to __________

               Commission file number 0-22292
  ----------------------------------------------------------------------

                            INPUT SOFTWARE, INC.
     (Exact name of registrant as specified in its charter)

       Delaware                                   77-0104275
(State or other jurisdiction of              (I.R.S. Employer
 incorporation or organization)              Identification No)

       1299 Parkmoor Avenue,   San Jose, CA             95126
     (Address of principal executive offices)        (Zip Code)

Registrant's telephone number, including area code (408) 325-3800

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

   Title of each class        Name of each exchange on which registered
           None                                  None

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

Common Stock, $0.01 par value         Preferred Share Purchase Rights

        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

[Cover page 1 of 2 pages]



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

        The aggregate market value of voting stock held by non-affiliates
of the Registrant as of February 29, 2000, was to the best of the
Company's knowledge approximately $36,345,000 million (based upon the
February 29, 2000 closing price for shares of the Registrant's Common
Stock as reported by the Nasdaq National Market).  Shares of Common
Stock held by each officer, director and holder of 5% or more of the
outstanding Common Stock 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.

        On February 29, 2000, approximately 4,159,000 shares of the
Registrant's Common Stock, $0.01 par value, were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

1.      Portions of the Registrant's Proxy Statement for the 2000 Annual
Meeting of Stockholders to be held on May 31, 2000 are incorporated by
reference into Part III.































[Cover page 2 of 2 pages]



                                  PART I

This Annual Report on Form 10-K may contain forward-looking statements
that involve risks and uncertainties.  The Company's actual results may
differ materially from the results discussed in any such forward-looking
statements.  Factors that might cause such a difference include, but are
not limited to, those discussed below under the caption "Risk Factors"
as well as the following: the emergence of the document management and
image processing markets, potential fluctuations in quarterly results,
competition, new products and technological change, general economic
conditions and dependence on capital spending of customers, a lengthy
sales cycle and dependence on system sales, reliance upon third-party
resellers, and dependence upon key personnel.


Item 1.         Business

     Input Software, Inc. ("Input Software"or the "Company") develops,
markets, and services information capture and e-commerce software to
Global 1000 companies. The Company's information capture product,
InputAccel, automates the conversion of paper and fax documents into
electronic format, thus allowing for paperless business-to-business and
business-to-customer transactions. Customers use InputAccel to convert
transaction documents, such as order forms, claims forms, or loan
applications, into appropriate electronic format; and to upload external
documents to Web sites, CDs, or application servers for subsequent
search and retrieval.
     The Company recently announced DynamicInput, an XML-based software
product designed to replace today's static Web forms with personalized,
intelligent interactions. DynamicInput is designed to help simplify
complex e-commerce customer interaction, which will help reduce online
transaction abandon rates and increase e-sales for it's customers.
Additionally, DynamicInput will help reduce deployment times for e-
commerce businesses.
     Additionally, the Company sells software tools, which allow
hardware and software developers to save both time and money by offering
stable, supported libraries of software code to drive certain computer
peripherals rather than having to develop such software themselves.


Technology and Products

     InputAccel has, in recent years, been the Company's main software
product. InputAccelr  began shipping in November 1995 and has become an
open systems information capture platform.  With InputAccel, enterprises
of various sizes and volume requirements can now standardize on a single
enterprise information capture solution, yet customize the system to
meet the needs of either a transaction or content loading operation at
any level of input volume. Input Software partners with such established
providers as Adobe, Documentum, IBM, and Tower Systems to provide
complete solutions for internal and external information processing to
global 1000 companies and government agencies.
     InputAccel is an open, high-throughput, standard integration
platform and set of software modules that automate the conversion and
indexing of paper documents into electronic e-business format.
InputAccel's NT-based integration platform is a foundation linking
various technologies into an upgradeable system that provides system
management, control, and reporting functions and can incorporate/utilize
various software modules from Input Software, as well as products from
third-parties, including application vendors, scanner manufacturers, and
other providers.
     DynamicInput is an XML-based software product designed to
replace today's static Web forms with personalized, intelligent
interactions and is compatible with standard Web browsers and, with a
unique architecture for seperating business-rules from presentation,
allows for rapid deployment and upgrades. DynamicInput is expected to be
an important component within an overall e-commerce solution and first
beta shipments are expected in April, 2000.


Sales and Marketing

     The Company's sales and marketing activities include participation
in industry trade shows and seminars and advertising in trade
publications.
     InputAccel software is typically used in connection with a complex
enterprise system that includes important elements supplied by other
vendors.  As a result, purchasers of such systems often rely on system
integrators and VARs to oversee the acquisition and installation of key
hardware and software components of the overall system.  Accordingly, a
significant portion of the Company's sales to end-users are made through
system integrators and value-added resellers. The Company anticipates
that the selling and marketing efforts for DynamicInput will be largely
complimentary with InputAccel.  Software tools are generally sold or
licensed to such hardware and software suppliers as Fujitsu, Canon,
Caere, and Filenet.
      In 1999, international sales, principally in Europe, represented
approximately 27% of the Company's revenues and the Company expects that
international sales will continue to account for a significant portion
of its revenues in future.  The Company intends to continue to expand
its operations outside of the United States and enter additional
international markets, which will require significant management
attention and financial resources.  International sales are subject to
inherent risks, including unexpected changes in regulatory requirements,
tariffs and other barriers, fluctuating exchange rates, difficulties in
staffing and managing foreign operations and the possibility of greater
difficulty in accounts receivable collection.  To date, the Company has
largely avoided the risk of fluctuating exchange rates associated with
international sales by generally selling its products in United States
currency, but there can be no assurance that the Company will be able to
continue to do so in the future.


Research and Development

       The Company believes that its future success will depend in
large part on its ability to enhance its current product line, develop
new products, maintain technological competitiveness and satisfy an
evolving range of customer requirements.  The Company's research and
development group is responsible for exploring new directions and
applications of core technologies, incorporating new technologies into
products and maintaining strong research relationships outside the
Company.  The Company seeks to leverage its direct investment in
research and development by supporting efforts by independent software
vendors to develop complementary products.   During 1999, 1998, and 1997
research and development expenses were approximately $5.6 million, $4.2
million and $4.0 million, respectively.  The Company intends to continue
to make substantial investments in product and technology research and
development, particularly for DynamicInput in the near term, and to
continue to participate actively in the development of industry
standards.


Patents and Other Proprietary Rights

        The Company does not currently have any patents and relies
on a combination of trade secret, copyright, and trademark laws,
nondisclosure and other contractual agreements and technical measures to
protect its proprietary rights in its products.  There can be no
assurance that it will develop proprietary products or technologies that
are patentable, that any issued patent will provide it with any
competitive advantages or will not be challenged by third-parties, or
that the patents of others will not have an adverse effect on the
Company's ability to do business.  Furthermore, there can be no
assurance that others will not independently develop similar products,
duplicate the Company's products or, if patents are issued to the
Company, design around the patents issued to the Company.  There can be
no assurance that the steps taken by the Company will prevent
misappropriation of its technology, and such protections may not
preclude competitors from developing products with features similar to
the Company's products.  In addition, effective copyright and trade
secret protection may be unavailable or limited in certain foreign
countries.  The Company believes that its products and trademarks do not
infringe upon the proprietary rights of third-parties.  There can be no
assurance, however, that third-parties will not assert infringement
claims against the Company in the future or that such claims will not
require the Company to enter into royalty arrangements or result in
costly litigation.  Because the industry is characterized by rapid
technological change, the Company believes that factors such as the
technological and creative skills of its personnel, new product
developments, frequent product enhancements, name recognition and
reliable product maintenance are more important to establishing and
maintaining a technology leadership position than the various legal
protections of its technology.


Technical Support and Professional Services

        An important element in the Company's strategy is to provide
comprehensive support of its products.  The Company believes that
responsive technical support is essential for customer requirements and
provides extensive support for its products by telephone, fax and
electronic medium.  Additionally, the Company provides professional
consulting services to those customers  who require outside assistance
to more efficiently implement their systems.


Competition

        The market for the Company's products is highly competitive.
The Company believes the principal competitive factors are product
features, support, price, and reputation. In addition support of the
Company's  product architecture by independent software vendors and ease
of product implementation are important competitive factors for
InputAccel and DynamicInput. The Company believes that it currently
competes favorably with respect to these factors.
        The Company has a number of current and potential
competitors many of which have significantly greater financial,
technical, marketing and other resources than does the Company.  The
Company expects additional competition from other established and
emerging companies if the market continues to develop and expand.
Increased competition could result in additional price reductions,
reduced margins and loss of market share, which could materially
adversely affect the Company.  There can be no assurance that the
Company will be able to compete successfully against current and future
competitors or that competitive pressures faced by the Company will not
materially adversely affect its business, operating results and
financial condition.


Employees

           As of December 31, 1999, the Company had 146 employees. The
Company employs 21 people in finance and administrative functions, 80 in
marketing, sales, services, and support and 45 in engineering and
product development.  In addition, the Company hires temporary employees
on an as-needed basis to meet production requirements.  None of the
employees are represented by a labor union or is subject to a collective
bargaining agreement.  The Company believes that its employee relations
are good.


Executive Officers

The executive officers of the Company are as follows:

Name                            Age     Position

Thomas T. van Overbeek          50      Chairman of the Board of Directors
Kimra Hawley                    43      President, Chief Executive Officer
                                        and Director
Matt Albanese                   41      Vice President-Professional Services
Cynthia Anderson                35      Vice President-Operations
Joe Falk                        50      Vice President-Sales
John Finegan                    50      Chief Financial Officer, Secretary,
                                        and Director
Stephen Francis                 38      Vice President-Business Development
Michael Parker                  41      Vice President-Engineering
Johannes Schmidt                36      Chief Technical Officer and Director
John Stetak                     41      Vice President-Marketing

     Thomas T. van Overbeek joined the Company in 1988 as President and
Director.  He was appointed Chief Executive Officer in July 1990 and
became Chairman of the Board of Input Software in September 1998 upon
completion of the sale of the Company's display products division. Mr.
Van Overbeek is currently CEO of Wavtrace, Inc. in Bellevue, Washington.

     Kimra Hawley joined the Company in 1992 as Product Marketing
Director, was promoted to Vice President in November 1994 and Senior
Vice President and General Manager for the Software Division in November
1996.  She became President and CEO and was elected a Director of Input
Software, Inc. in April 1998. Prior to joining the Company, Ms. Hawley
was a principal in MarketBound Associates, a marketing consulting firm.
Ms. Hawley holds a BS in Psychology from Pittsburg State University.

     Matt Albanese joined the Company as Director of Engineering for
the Software Division in 1995 and was promoted to Vice President,
Professional Services in December 1997.  Prior to joining the Company,
Mr. Albanese was the Director of Engineering for Plexus Software, a
Division of Banctec. Mr. Albanese holds a BS in Computer Science from
San Jose National University.

     Cynthia Anderson joined the Company as Director of Quality in 1992
and became Vice President of Quality and Information Systems for the
Display Division in 1997. In 1998, she was appointed Vice President of
Operations.  Prior to joining the Company, Ms Anderson held quality and
engineering positions at Tandem Computers.   Ms. Anderson holds a BS
degree in Electrical Engineering from Michigan Technical University and
an MS in Engineering Management from Santa Clara University.

      Joe Falk joined the Company in May 1997 as Vice President of Sales
for the Software Division, and became Vice President of Sales  in April
1998.  Prior to joining the Company, Mr. Falk was Vice President of
Sales of Constellar Software Corporation and prior to that, Director of
Worldwide Sales at Vantageware Software.  Mr. Falk holds a BS in
Marketing from California State University at Northridge.

     John Finegan joined the Company in 1989 as Vice President-Finance,
was elected Chief Financial Officer in 1990, Secretary in 1993, and
Director in 1997.   Prior to joining the Company he was Vice President
of Finance for the Paradise Systems Division of Western Digital
Corporation. Mr. Finegan holds an MBA from the University of
Massachusetts and a BS in Engineering from Tufts University.

     Stephen Francis joined the Company in 1994 as Vice President when
the company he co-founded, Pixel Translations, was acquired. Mr. Francis
became Vice President, Business Development in 1999 after serving as
General Manager of the Pixel Translations Division since 1997.   Prior
to joining Pixel Translations, Mr. Francis held engineering and
marketing management roles at Calera Recognition Systems, now part of
Caere Corporation. Mr. Francis holds a BS in Electrical
Engineering/Computers from Stanford University.

     Michael Parker joined the Company in October 1998 as Vice
President of Engineering. Prior to joining Input Software, Mr. Parker
held the positions at Adobe Systems of Director of Engineering from
October 1997 to October 1998 and Engineering Manager from June 1993 to
October 1997.  Mr. Parker holds a BS in Electrical Engineering from the
University of Pennsylvania.

     Johannes Schmidt joined the Company as Vice President of Software
Engineering in 1994 when the company he founded, Pixel Translations, was
acquired by the Company.  He was appointed Chief Technology Officer in
1996 and  Director in November 1998.   Previously, Mr. Schmidt held
senior engineering positions at Calera Recognition Systems, which is now
part of Caere Corporation. Mr. Schmidt holds a BS in Engineering and
Applied Science from the California Institute of Technology.

     John Stetak joined the Company as Vice President of Marketing in
May 1998. From 1992 to 1998 he served as Director of Marketing for the
Data Management Market Group of Autodesk. Previously Mr. Stetak was
Manager of Product Marketing for EDS.


RISK FACTORS

     In addition to the other information in this Report, the following
risk factors should be considered carefully in evaluating the Company
and its business.

History of Losses; Future Operating Results Uncertain

     For the past several years, the Company has been investing in its
software business and as a result incurred operating losses in each
quarter from inception through the quarter ending June 30, 1997.  As of
December 31, 1999, the Company's software operations had cumulative pre-
tax operating losses of approximately $3.5 million.  The losses have
been due in part to the commitment of significant resources to the
research and development and sales and marketing departments.  The
Company expects to continue to devote substantial resources to these
areas and as a result will need to achieve significant quarterly
revenues to achieve profitability.  In particular, the Company intends
to continue to hire additional sales and research and development
personnel in 2000 and beyond, which the Company believes is required if
the Company is to achieve significant revenue growth in the future.
Although the Company's revenues generally have increased in recent
periods, there can be no assurance that this will continue in future
periods, that revenues will grow at past rates or that the Company will
return to profitability on a quarterly or annual basis in the future.


Operating Results Subject to Significant Fluctuations; Seasonality

     The Company's quarterly revenues, expenses and operating results have
varied significantly in the past and are likely to vary significantly in
the future due to a variety of factors, such as demand for the Company's
products, the size and timing of significant orders, the number, timing
and significance of product enhancements and new product announcements
by the Company and its competitors, changes in pricing policies by the
Company or its competitors, customer order deferrals in anticipation of
enhancements or new products offered by the Company or its competitors,
the ability of the Company to develop, introduce and market new and
enhanced versions of its products on a timely basis, changes in the
Company's level of operating expenses, budgeting cycles of its
customers, product life cycles, software defects and other product
quality problems, the Company's ability to attract and retain qualified
personnel, changes in the Company's sales incentive plans, changes in
the mix of domestic and international revenues, the level of
international expansion, foreign currency exchange rate fluctuations,
performance of indirect channel partners, changes in the mix of indirect
channels through which the Company's products are offered, the impact of
acquisitions of competitors and indirect channel partners, the Company's
ability to control costs and general domestic and international economic
and political conditions.  The Company operates with virtually no order
backlog because its software products are shipped shortly after orders
are received, which makes product revenues in any quarter substantially
dependent on orders booked and shipped throughout that quarter. In
addition, the Company achieves a significant portion of revenues from
indirect sales channels over which the Company has little control.
Moreover, the Company's expense levels are based to a significant extent
on the Company's expectations of future revenues and therefore are
relatively fixed in the short term.  If revenue levels are below
expectations, operating results are likely to be adversely and
disproportionately affected because only a small portion of the
Company's expenses vary with its revenues.
     The Company's business has experienced and is expected to continue to
experience seasonality, largely due to customer buying patterns.  In
most of the recent years, the Company has had relatively stronger demand
for its products during the quarter ending December 31 and demand has
been relatively weaker in the quarter ending March 31.  This relative
strong fourth quarter demand was adversely affected in 1999 due to Year
2000 concerns of potential customers in the Company's target markets.
The Company believes that, adjusting for such Year 2000 aberrations,
this pattern will continue. Based upon all of the factors described
above, the Company believes that its quarterly revenues, expenses and
operating results are likely to vary significantly in the future, that
period-to-period comparisons of its operating results are not
necessarily meaningful and that, in any event, such comparisons should
not be relied upon as indications of future performance.  The Company
has limited ability to forecast future revenues, and it is likely that
in some future quarter the Company's operating results will be below the
expectations of public securities analysts and investors.  In the event
that operating results are below expectations, or in the event that
adverse conditions prevail or are perceived to prevail generally or with
respect to the Company's business, the price of the Company's Common
Stock would likely be materially adversely affected.


Significant Competition

     The market for the Company's products is intensely competitive and
subject to rapid change.  In addition, because there are relatively low
barriers to entry in the software market, the Company may encounter
additional competition from other established and emerging companies.
Many of the Company's competitors have longer operating histories,
significantly greater financial, technical, marketing and other
resources than the Company, significantly greater name recognition and a
large installed base of customers.  As a result, the Company's
competitors may be able to respond more quickly to new or emerging
technologies and changes in customer requirements, or to devote greater
resources to the development, promotion and sale of competitive
products, than can the Company.  There is also a substantial risk that
announcements of competing products by large competitors could result in
the cancellation of customer orders in anticipation of the introduction
of such new products.  In addition, current and potential competitors
have established or may establish cooperative relationships among
themselves or with third-parties to increase the ability of their
products to address customer needs and which may limit the Company's
ability to sell its products through particular reseller partners.
Accordingly, new competitors or alliances among current and new
competitors may emerge and rapidly gain significant market share.  The
Company also expects that competition will increase as a result of
software industry consolidation.  Increased competition is likely to
result in price reductions, fewer customer orders, reduced margins and
loss of market share, any of which could materially adversely affect the
Company.  There can be no assurance that the Company will be able to
compete successfully against current and future competitors or that the
competitive pressures faced by the Company will not materially adversely
affect its business, operating results and financial condition.


Product Concentration

     The Company currently expects the sale and license of its InputAccel
products and software tools to account for substantially all of the
Company's revenues for 2000, with revenues from DynamicInput expected to
start contributing in the second half of 2000.  The Company's future
operating results are, therefore, heavily dependent upon continued
market acceptance of these products and enhancements to such.
Consequently, a decline in the demand for, or market acceptance of, the
Company's InputAccel or DynamicInput products as a result of
competition, technological change or other factors, would have a
material adverse effect on the Company's business, operating results and
financial condition.


Dependence on Continued Growth of the Market for Data Capture and
e-Commerce Applications

     Although demand for data capture and e-commerce  has grown in recent
years, this market is still emerging and there can be no assurance that
it will continue to grow or that organizations will continue to adopt
the Company's products.  The Company has spent, and intends to continue
to spend, considerable resources educating potential customers about the
Company's software products and the e-commerce market generally.
However, there can be no assurance that such expenditures will enable
the Company's products to achieve any additional degree of market
acceptance.  The rate at which organizations have adopted the Company's
products has varied significantly and the Company expects to continue to
experience such variations in the future.  There can be no assurance
that the markets for the Company's products will continue to develop or
that the Company's products will be accepted within such markets.  If
the markets for the Company's products fail to develop, or develop more
slowly than the Company currently anticipates, the Company's business,
operating results and financial condition would be materially adversely
affected.


Rapid Technological Change and New Products

     The market for the Company's products is characterized by rapid
technological change, frequent new product introductions and
enhancements, uncertain product life cycles, changes in customer demands
and evolving industry standards.  The introduction of products embodying
new technologies, such as DynamicInput, and the emergence of new
industry standards can render existing products obsolete and
unmarketable.  The Company's future success will depend upon its ability
to continue to enhance its current products and to develop and introduce
new products on a timely basis that keep pace with technological
developments and satisfy increasingly sophisticated customer
requirements.  As a result of the complexities inherent in document
image processing software, new products and product enhancements can
require long development and testing periods.  As a result, significant
delays in the general availability of such new releases or significant
problems in the installation or implementation of such new releases
could have a material adverse effect on the Company's business,
operating results and financial condition.  The Company has experienced
delays in the past in the release of new products and new product
enhancements. There can be no assurance that the Company will be
successful in developing and marketing, on a timely and cost effective
basis, new products or new product enhancements that respond to
technological change, evolving industry standards or customer
requirements, that the Company will not experience difficulties that
could delay or prevent the successful development, introduction or
marketing of these products or that the Company's new products and
product enhancements will achieve market acceptance.


Risk of Software Defects

     Software products as complex as those offered by the Company may contain
errors or defects, particularly when first introduced or when new
versions or enhancements are released.  The Company has in the past
discovered software errors in certain of its new products after their
introduction.  There can be no assurance that, despite testing by the
Company, defects and errors will not be found in current versions, new
versions or enhancements of its products after commencement of
commercial shipments, resulting in loss of revenues or delay in market
acceptance, which could have a material adverse effect on the Company's
business, operating results and financial condition.


Risks Associated with International Sales and Operations

     The Company anticipates that for the foreseeable future a significant
portion of its revenues will be derived from sources outside North
America and the Company intends to continue to expand its sales and
support operations internationally.  In order to successfully expand
international sales, the Company may establish additional foreign
operations, expand its international sales channel management and
support organizations, hire additional personnel, customize its products
for local markets, recruit additional international resellers and
increase the productivity of existing international resellers.  To the
extent that the Company is unable to do these things in a timely and
cost-effective manner, the Company's sales growth internationally, if
any, will be limited, and the Company's business, operating results and
financial condition could be materially adversely affected.  Even if the
Company is able to successfully expand its international operations
there can be no assurance that the Company will be able to maintain or
increase international market demand for its products.
     The Company's international operations are generally subject to a number
of risks, including costs of customizing products for foreign countries,
protectionist laws and business practices favoring local competition,
dependence on local vendors, compliance with multiple, conflicting and
changing government laws and regulations, longer sales cycles, greater
difficulty or delay in accounts receivable collection, import and export
restrictions and tariffs, difficulties in staffing and managing foreign
operations, foreign currency exchange rate fluctuations, multiple and
conflicting tax laws and regulations and political and economic
instability.  To date, a majority of the Company's revenues and costs
have been denominated in U.S. dollars.  However, the Company believes
that in the future, an increasing portion of the Company's revenues and
costs will be denominated in foreign currencies.  Although the Company
may from time to time undertake foreign exchange hedging transactions to
reduce its foreign currency transaction exposure, the Company does not
currently attempt to eliminate all foreign currency transaction
exposure.


Dependence on Key Personnel

     The Company's success depends to a significant extent upon the efforts
of its key management, sales and marketing, technical support and
research and development personnel, none of whom are bound by an
employment contract.  The loss of key management or technical personnel
could adversely affect the Company.  The Company believes that its
future success will depend in large part upon its continuing ability to
attract and retain highly skilled managerial, sales and marketing,
technical support and research and development personnel.  Like other
software companies, the Company faces intense competition for such
personnel, and the Company has at times experienced and continues to
experience difficulty in recruiting qualified personnel.  There can be
no assurance that the Company will be successful in attracting,
assimilating and retaining additional qualified personnel in the future.
The loss of the services of one or more of the Company's key
individuals, or the failure to attract and retain additional qualified
personnel, could have a material adverse effect on the Company's
business, operating results and financial condition.


Limited Protection of Proprietary Technology; Risks of Infringement; Use
of Licensed Technology

     The Company relies primarily on a combination of copyright, trademark
and trade secret laws, confidentiality procedures and contractual
provisions to protect its proprietary rights.  The Company licenses its
software products primarily under license agreements.  There can be no
assurance that others will not develop technologies that are similar or
superior to the Company's technology or design around the copyrights and
trade secrets owned by the Company.  Despite the Company's efforts to
protect its proprietary rights, unauthorized parties may attempt to copy
aspects of the Company's products or to obtain and use information that
the Company regards as proprietary. Policing unauthorized use of the
Company's products is difficult, and although the Company is unable to
determine the extent to which piracy of its software products exists,
software piracy can be expected to be a persistent problem.  In
addition, the laws of some foreign countries do not protect the
Company's proprietary rights as fully as do the laws of the U.S.
     The Company is not aware that it is infringing any proprietary rights
of third-parties.  There can be no assurance, however, that third-parties
will not claim infringement by the Company of their intellectual
property rights.  The Company expects that software product developers
increasingly will be subject to infringement claims as the number of
products and competitors in the Company's industry segment grows and the
functionality of products in different industry segments overlaps.  Any
such claims, with or without merit, could be time consuming to defend,
result in costly litigation, divert management's attention and
resources, cause product shipment delays or require the Company to enter
into royalty or licensing agreements.  Such royalty or licensing
agreements, if required, may not be available on terms acceptable to the
Company, if at all.  In the event of a successful claim of product
infringement against the Company and failure or inability of the Company
to either license the infringed or similar technology or develop
alternative technology on a timely basis, the Company's business,
operating results and financial condition could be materially adversely
affected.
     The Company relies upon certain software that it licenses from third-
parties, including software that is integrated with the Company's
internally developed software and used in its products to perform key
functions.  There can be no assurance that these third-party software
licenses will continue to be available to the Company on commercially
reasonable terms, if at all.  The loss of or inability to maintain any
such software licenses could result in shipment delays or reductions
until equivalent software could be developed, identified, licensed and
integrated such delays would materially adversely affect the Company's
business, operating results and financial condition.


Product Liability

     Although the Company's license agreements with its customers typically
contain provisions designed to limit the Company's exposure to potential
product liability claims, it is possible that such limitation of
liability provisions may not be effective as a result of existing or
future laws or unfavorable judicial decisions.  The Company has not
experienced any material product liability claims to date; however, the
sale and support of the Company's products may entail the risks of such
claims, which may be substantial in light of the use of the Company's
products in business-critical applications.


Item 2.         Properties

      The Company's principal administrative, sales, marketing and
research and development facility is located in a building of
approximately 46,000 square feet in San Jose, California.  This facility
is leased through February 2004.  All Company functions except certain
sales activities are performed at this facility.  Input Software's
European sales activities are conducted from leased facilities near
Munich, Germany and London, England.  Certain other sales activities are
conducted from rented offices in various states in the U.S.  The Company
believes that its facilities are adequate for its current needs.

Item 3.         Legal Proceedings

                Not applicable

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

                Not applicable.


                                    PART II

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

Price range of common stock

<TABLE>
<CAPTION>
                                                       Quarter Ended
                                         ------------------------------------------
1999                                     March 31,  June 30,   Sept. 30,  Dec. 31,
---------------------------------------- ---------  ---------  ---------  ---------
<S>                                      <C>        <C>        <C>        <C>
Stock prices:
  High                                       7.50       6.25       5.88      19.50
  Low                                        4.88       5.00       3.75       3.56

1998
----------------------------------------
Stock prices:
  High                                       6.63       7.38       8.38       8.13
  Low                                        4.50       5.13       5.50       5.13

</TABLE>

Common stock market price

     The Company's common stock is traded on The Nasdaq National Market under
the symbol INPT.  The Company's common stock began trading in September
1993. There were approximately 138 stockholders of record and
approximately 2,400 beneficial shareholders of record at February 29,
2000.

     To date, the Company has not declared or paid any cash dividends on its
common stock.  The Company does not anticipate paying dividends on its
common stock in the foreseeable future.


Item 6.        Selected Consolidated Financial Data.

     The following selected consolidated financial data should be read in
conjunction with the consolidated financial statements.

<TABLE>
<CAPTION>
                                              Year Ended December 31,
                                -------------------------------------------------
                                  1999      1998      1997      1996      1995
                                --------- --------- --------- --------- ---------
<S>                             <C>       <C>       <C>       <C>       <C>
Consolidated Statements of
    Operations Data:
----------------------------
Net revenues                     $22,178   $17,409   $12,240    $7,090    $3,384
Gross profit                      18,964    15,661    11,359     6,768     3,315
Operating income (loss)             (848)      832       (91)   (2,304)   (1,037)
Net income (loss)                   (141)    1,039       394    (1,449)     (460)
Diluted income (loss)
   per share                      ($0.03)    $0.18     $0.05    ($0.19)   ($0.06)

For discontinued operations:
Net income (loss)                          ($1,351)     $687      $286    $6,618
Diluted income (loss) per share             ($0.24)    $0.10     $0.04     $0.87

Net income (loss)                  ($141)    ($312)   $1,081   ($1,163)   $6,158
Diluted income (loss) per share   ($0.03)   ($0.06)    $0.15    ($0.15)    $0.81
Shares used in per share
   calculations                    4,370     5,657     7,285     7,548     7,586

Consolidated Balance
   Sheets Data:
----------------------------
Working capital                  $13,863   $19,030   $16,981   $22,241   $15,515
Total assets                      23,178    26,877    37,693    41,074    39,929
Stockholders' equity              17,378    21,357    33,923    39,018    39,331
</TABLE>


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

     The following table sets forth,  for the periods indicated, certain
financial data from the Company's consolidated statements of operations
as a percentage of revenues.

<TABLE>
<CAPTION>
                                                          Year Ended December 31,
                                                    --------------------------------
                                                       1999       1998       1997
                                                    ---------- ---------- ----------
<S>                                                 <C>        <C>        <C>
Net revenues from continuing operations
  License                                                80.5%      88.6%      92.0%
  Service                                                19.5%      11.4%       8.0%
                                                    ---------- ---------- ----------
Total  revenues                                         100.0%     100.0%     100.0%

Cost of revenues
  License                                                 2.8%       2.8%       2.2%
  Service                                                11.7%       7.2%       5.0%
                                                    ---------- ---------- ----------
Cost of revenues                                         14.5%      10.0%       7.2%

    Gross profit                                         85.5%      90.0%      92.8%
                                                    ---------- ---------- ----------

Research and development                                 25.2%      24.2%      32.7%
Sales and marketing                                      50.4%      45.2%      43.1%
General and administrative                               13.7%      15.8%      17.7%
                                                    ---------- ---------- ----------
    Operating income (loss)                              -3.8%       4.8%      -0.7%

Interest and other income                                 2.8%       3.9%       5.6%
                                                    ---------- ---------- ----------
    Income (loss) before provision for income taxes      -1.0%       8.7%       4.9%
Provision (benefit) for income taxes                     -0.4%       2.7%       1.7%
                                                    ---------- ---------- ----------
    Net income (loss) from continuing operations         -0.6%       6.0%       3.2%
                                                    ========== ========== ==========
</TABLE>

Revenues

     The Company's license revenues increased by 16% in 1999 to $17.9 million
from $15.4 million in 1998 and increased by 37% in 1998 from $11.2
million in 1997.  As a percent of total revenue, licenses accounted for
80.5%, 88.6% and 92.0% of 1999, 1998 and 1997 respectively. The
increases in license revenue are due primarily to increased revenues
from the InputAccel product line.
     The Company's service revenues, which include software maintenance and
professional consulting, increased by 118% in 1999 to $4.3 million from
$2.0 million in 1998 and increased by 102% in 1998 from $980,000 in
1997.  This represents 19.5%, 11.4% and 8.0% of 1999, 1998 and 1997
total revenues respectively.  The increase in service revenues in both
absolute and percentage terms was attributable to a larger installed
base of customers purchasing ongoing software maintenance; and increases
in the Company's training and professional consulting offerings.


Gross Profit

     Gross profit increased by 21% to $19.0 million in 1999 from $15.7
million in 1998 and increased 38% in 1998 from $11.4 million in 1997.
Gross profit margin decreased to 86% in 1999 from 90% in 1998. The
decrease in gross margin percent is largely due to the increased
percentage of revenues derived from software maintenance and
professional services, which have lower margins than revenues from
product licensing. The Company expects revenues from maintenance and
services to continue to increase as a percentage of overall revenues.


Research and Development

     Research and development expenses increased by 33% in 1999 to $5.6
million from $4.2 million in 1998 and by 5% in 1998 from $4.0 million in
1997. The increase in 1999 is largely due to investments made for the
DynamicInput product line.  Research and development expenses increased
as a percentage of revenue to 25% in 1999, from 24% in 1998, which
decreased from 33% in 1997.
     Current staffing levels exceed those of prior periods.  The Company
believes that continued investment in research and development is
critical to its future growth and will continue to commit substantial
resources, to this area.  As a result, research and development expenses
are likely to increase during 2000 and beyond.


Sales and Marketing

     Sales and marketing expenses increased by 42% in 1999 to $11.2 million
from $7.9 million in 1998 and by 49% in 1998 from $5.3 million in 1997.
Sales and marketing expenses increased as a percentage of revenue to 50%
in 1999, from 45% in 1998 and increased from 43% in 1997, respectively.
The Company expects that sales and marketing expenses will continue to
increase in the future as the Company continues to expand sales and
marketing programs, especially for those related to DynamicInput.


General and Administrative

     General and administrative expenses increased by 11% in 1999 to $3.0
million from $2.8 million in 1998 and by 27% in 1998 from $2.2 million
in 1997. General and administrative expenses have decreased as a
percentage of revenue to 14% in 1999, from 16% in 1998 and from 18% in
1997, respectively. The decreases, as a percent to sales, are primarily
attributable to increased efficiencies resulting from higher revenue
levels. The Company expects general and administrative expenses to
continue to increase in absolute dollars in future periods.


Divestiture

     The sale of the display division resulted in a net loss of $1.4 million,
or 24 cents per share, in 1998.  This charge includes a loss from
display division operations in the first quarter of 1998, net of tax
benefit, of $361,000, and an estimated loss of $990,000, net of tax
benefit, on the sale of the net assets of the display division.   As a
result of sale, the Company owns a minority interest in Cornerstone
Peripherals Technology, Inc., which is reflected as an `other asset' on
the December 31, 1999 balance sheet.


Interest and Other Income

     Interest and other income decreased in 1999 to $631,000 from $675,000 in
1998 and decreased in 1998 from $688,000 in 1997.


Provision (benefit) for Income Taxes

     The provision (benefit) for income taxes as a percentage of pretax
income (loss) was (35)%, 31% and 34% for 1999, 1998 and 1997,
respectively.


Liquidity and Capital Resources

     At December 31, 1999, the Company had cash and cash equivalents of $9.2
million, a decrease of $5.2 million from December 31, 1998. At December
31, 1998, the Company had cash and cash equivalents of $14.4million, an
increase of $2.2 million from December 31, 1997.
     At December 31, 1999, the working capital totaled $13.9 million, a
decrease of $5.1 million from December 31, 1998. At December 31, 1998,
the working capital totaled $19.0 million, an increase of $2.0 million
from December 31, 1997.
     Net cash used in  operating activities was $413,000 in 1999 compared to
net cash provided by operating activities of $15.2 million 1998.  The
cash provided in 1998 was resulting from the sale of the Company's
display division. Net cash provided by operating activities was $15.2
million in 1998 compared to $253,000 in 1997. The increase in net cash
provided by operating activities from 1997 to 1998 was due primarily to
conversion to cash of various assets from the discontinued display
operation.
     Net cash used for investing activities, exclusively additions to
property and equipment, was $827, 000 in 1999 compared to $821,000 in
1998 and $230,000 in 1997.
     Through February 11, 1999, the Company's Board of Directors authorized
the use of up to $25 million to repurchase the Company's common stock.
The repurchased stock is expected to be held by the Company and may be
used to meet the Company's obligations under its stock plans and for
other corporate purposes.   Since inception of the plan in 1997 to
December 31, 1999, 3.8 million shares have been repurchased for a total
of $23.6 million.  1999 repurchases totaled $4.5 million. The Company
used cash on hand to fund its purchases.
     The Company believes that its cash and cash equivalents, together with
cash flows from operations will be sufficient to meet the Company's
liquidity and capital requirements for the next 12 months.  The Company
may, however, seek additional equity or debt financing to fund further
expansion.  The timing and amount of such capital requirements cannot be
precisely determined at this time and will depend on a number of
factors, including demand for the Company's products, product mix and
competitive factors.  Accordingly, the Company may require additional
funds to support its working capital requirements or for other purposes
and may seek to raise such additional funds through public or private
equity or other sources.  There can be no assurance that additional
financing will be available at all or that it, if available, will be
obtainable on terms favorable to the Company and would not be dilutive.


Quarterly Operating Results (Unaudited)

     The following table sets forth selected unaudited financial information
for the Company for the eight quarters in the period ended December 31,
1999.  This information has been prepared on the same basis as the
audited financial statements and, in the opinion of management, contains
all adjustments necessary for a fair presentation thereof.


                        INPUT SOFTWARE, INC.
                 CONSOLIDATED FINANCIAL INFORMATION
           (unaudited - in thousands, except per share data)
<TABLE>
<CAPTION>
                                                       Quarter Ended
                                         ------------------------------------------
1999                                     March 31,  June 30,   Sept. 30,  Dec. 31,
---------------------------------------- ---------  ---------  ---------  ---------
<S>                                      <C>        <C>        <C>        <C>
Net revenues                               $5,260     $5,856     $5,461     $5,601
Gross profit                                4,546      5,006      4,692      4,720
Operating income (loss)                        14        157       (133)      (886)
Net income                                    127        185         42       (495)
Basic and Diluted EPS:                       0.03       0.04       0.01      (0.12)


1998
----------------------------------------
Net revenues from continuing operations    $3,387     $4,160     $4,599     $5,263
Gross profit                                2,962      3,769      4,198      4,732
Operating income (loss)                       (93)       164        356        405
Net income (loss) from continuing
  operations                                   35        219        354        431
Net income (loss) from
  discontinued operations                  (2,645)     --         --         1,294
Basic and Diluted EPS:
  For continuring operations                 0.01       0.04       0.07       0.09
  For discontinued operations               (0.42)     --         --          0.26
                                         ---------  ---------  ---------  ---------
  Net income (loss)                         (0.41)      0.04       0.07       0.35

</TABLE>



Item 8.         Financial Statements and Supplementary Data.

The following consolidated financial statements of the Company and
auditor's report are included in Item 8 and appear following Item 14:

                Report of Independent Accountants

                Consolidated Balance Sheets  -  At December 31, 1999 and
                1998

                Consolidated Statements of Operations - Years Ended December
                31, 1999, 1998, and 1997

                Consolidated Statements of Stockholders' Equity - Years
                Ended December 31, 1999, 1998, and 1997

                Consolidated Statements of Cash Flows  -  Years Ended
                December 31, 1999, 1998, and 1997

                Notes to Consolidated Financial Statements


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

                Not applicable.


                                    PART III

Item 10.        Directors and Officers of the Registrant.

      The information required by this item relating to the
Company's directors and nominees and disclosure relating to compliance
with Section 16(a) of the Securities Exchange Act of 1934 is included
under the captions "Election of Directors" and "Compliance with Section
16(a) of the Securities Exchange Act of 1934" in the Company's Proxy
Statement for the 2000 Annual Meeting of Stockholders and is
incorporated herein by reference.  The information required by this item
relating to the Company's executive officers and key employees is
included under the caption "Executive Officers and Key Employees" in
Part I of this Form 10-K Annual Report.


Item 11.        Executive Compensation.

     The information required by this item is included under the
caption "Executive Compensation and Related Information" in the
Company's Proxy Statement for the 2000 Annual Meeting of Stockholders
and is incorporated herein by reference.


Item 12.        Security Ownership of Certain Beneficial Owners and
Management.

     The information required by this item is included under the
caption "Ownership of Securities" in the Company's Proxy Statement for
the 2000 Annual Meeting of Stockholders and is incorporated herein by
reference.


Item 13.        Certain Relationships and Related Transactions.

     The information required by this item is included under the
caption "Certain Transactions" in the Company's Proxy Statement for the
2000 Annual Meeting of Stockholders and is incorporated herein by
reference.


                                   PART IV

ITEM 14.    Exhibits, Financial Statements, Schedules, and Reports on Form
            10-K

(a)     The following documents are filed as part of this Annual Report on
         Form 10-K:

1.      Financial Statements

        Report of PricewaterhouseCoopers LLP
          Independent Accountants

        Consolidated Balance Sheets as of December 31,
          1999 and 1998

        Consolidated Statements of Operations for each of the
          three years in the period ended December 31, 1999

        Consolidated Statements of Stockholders' Equity for
          each of the three years in the period ended
          December 31, 1999

        Consolidated Statements of Cash Flows for each of
          the three years in the period ended December 31, 1999

        Notes to Consolidated Financial Statements


2. Financial Data Schedule.     Form 10-K
        Report of PricewaterhouseCoopers LLP
        Independent Accountants

        Schedule II     --      Valuation and Qualifying Accounts


        Schedules, other than those listed above, have been omitted since
they are either not required, are not applicable, or the required
information is shown in the financial statements and related notes.


3.      (a)     See Exhibit List below
        (b)     No reports on Form 8-K were filed during the last
                quarter of the fiscal year covered by this Form
                10-K Annual Report.

Exhibit List
Number    Description
--------- ---------------------------------------------------------
2.1++     Agreement and Plan of Reorganization April 15, 1994 among the
          Company, Pixel Translations, Inc., and Cornerstone Acquisition
          Corporation.
3.1+      Amended and Restated Certificate of Incorporation of the
          Company.
3.2+++    Bylaws of the Company
4.1+      Reference is made to Exhibits 3.1 and 3.2
4.2+      Form of Investor Rights Agreement dated August 27, 1993 by and
          among the Company and the investors identified herein.
4.3 xx    Rights Agreement dated September 9, 1997
10.1+     Form of Indemnity Agreement entered into between the Company
          and its directors and officer.
10.2+     Form of the Company's 1993 Stock Option/Stock Issuance Plan.
10.3+     1989 Employee Stock Option Plan.
10.4+     Key Employee Stock Purchase Plan.
10.5+     Form of Employee Stock Purchase Plan.
21.1+     Subsidiaries of the Company.
23.1      Consent of PricewaterhouseCoopers, LLP
24.1      Power of Attorney (see page 22).
27        Financial Data Schedule



+         Incorporated by reference to an exhibit to the Company's
          Registration Statement of Form S-1 (Registration No. 33-
          66142), as amended.
++        Incorporated by reference to an exhibit to the Company's 8-K
          filed on July 6, 1994.
+++       Incorporated by reference to an exhibit to the Company's 8-K
          filed on September 24, 1997.
xx        Incorporated by reference to an exhibit to the Company's
          Registration Statement on Form 8-A filed on September 10,
          1997.





<PAGE>
                              SIGNATURES

                Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized on March 14, 2000.

                                        INPUT SOFTWARE, INC.

                                        By:     /s/ Kimra Hawley
                                                   Kimra Hawley
                                               President, Chief  Executive
                                               Officer and Director

                          POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints jointly and severally,
Thomas T. van Overbeek and John Finegan and each one of them, his
attorneys-in-fact, each with the power of substitution, for him in any
and all capacities, to sign any and all amendments (including post-
effective amendments) to this Report on Form 10-K, and to file the same,
with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitute or substitutes, may do
or cause to be done by virtue hereof.

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

        Signature                          Title                     Date
--------------------------  -----------------------------------  -------------
/s/ Kimra Hawley            President, Chief Executive           March 14, 2000
--------------------------  Officer and Director
    Kimra Hawley            (Principal Executive Officer)


/s/ John Finegan            Chief Financial Officer,             March 14, 2000
--------------------------  Secretary and Director
    John Finegan            (Principal Financial and Accounting
                            Officer)

/s/ Thomas T. van Overbeek  Chairman of the Board                March 14, 2000
--------------------------  of Directors
    Thomas T. van Overbeek

/s/ Johannes Schmidt        Director                             March 14, 2000
--------------------------
    Johannes Schmidt

/s/ James E. Crawford III   Director                             March 14, 2000
--------------------------
    James E. Crawford III

/s/ Daniel D. Tompkins      Director                             March 14, 2000
--------------------------
    Daniel D. Tompkins

/s/ Bruce Silver            Director                             March 14, 2000
--------------------------
    Bruce Silver



<PAGE>

Report of Independent Accountants

To the Board of Directors and Stockholders
of Input Software, Inc.:

In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of operations, stockholders' equity and
cash flows present fairly, in all material respects, the financial
position of Input Software, Inc. and its subsidiaries at December 31,
1999 and 1998, and the results of their operations and their cash flows
for each of the three years in the period ended December 31, 1999, in
conformity with accounting principles generally accepted in the United
States.  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 auditing standards generally
accepted in the United States, 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.


PricewaterhouseCoopers LLP
San Jose, California
January 31, 2000

<PAGE>


                        INPUT SOFTWARE, INC.
                     CONSOLIDATED BALANCE SHEETS
                   (in thousands, except par value)
<TABLE>
<CAPTION>
                                                              December 31,
                                                       ----------------------
                                                          1999        1998
                                                       ----------  ----------
<S>                                                    <C>         <C>
                         ASSETS
Current assets:
  Cash and cash equivalents                               $9,193     $14,447
  Accounts receivable, net of allowance for doubtful
     accounts of $209 in 1999 and $559 in 1998             5,300       4,490
  Prepaid expenses and other current assets                1,262         934
  Deferred income taxes                                    3,908       4,679
                                                       ----------  ----------
      Total current assets                                19,663      24,550

Property and equipment, net                                1,479       1,208
Deferred income taxes and other assets                     2,036         943
Net assets related to the discontinued Display Division                  176
                                                       ----------  ----------
                                                         $23,178     $26,877
                                                       ==========  ==========

          LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                          $514        $652
  Accrued compensation and related liabilities             1,217         969
  Deferred revenue                                         1,997       1,694
  Other accrued liabilities                                2,072       2,205
                                                       ----------  ----------
       Total current liabilities                           5,800       5,520
                                                       ----------  ----------

Common stock, $0.01 par value; authorized: 25,000
   shares; issued and outstanding: 4,076 shares
   and 4808 shares at December 31, 1999 and
   1998, respectively                                         41          48
Paid-in capital                                            8,681      12,512
Retained earnings                                          8,656       8,797
                                                       ----------  ----------
     Stockholders' equity                                 17,378      21,357
                                                       ----------  ----------
                                                         $23,178     $26,877
                                                       ==========  ==========
</TABLE>
    The accompanying notes are an integral part of these
              consolidated financial statements

<PAGE>

                        INPUT SOFTWARE, INC.
                 CONSOLIDATED STATEMENTS OF OPERATIONS
                (in thousands, except per share amounts)
<TABLE>
<CAPTION>
                                                          Year Ended December 31,
                                                    --------------------------------
                                                       1999       1998       1997
                                                    ---------- ---------- ----------
<S>                                                 <C>        <C>        <C>
Net revenues from continuing operations
  License                                             $17,858    $15,425    $11,260
  Service                                               4,320      1,984        980
                                                    ---------- ---------- ----------
Total  revenues                                        22,178     17,409     12,240

Cost of revenues
  License                                                 616        490        267
  Service                                               2,598      1,258        614
                                                    ---------- ---------- ----------
Cost of revenues                                        3,214      1,748        881

    Gross profit                                       18,964     15,661     11,359
                                                    ---------- ---------- ----------

Research and development                                5,586      4,212      4,016
Sales and marketing                                    11,182      7,863      5,270
General and administrative                              3,044      2,754      2,164
                                                    ---------- ---------- ----------
    Operating income (loss)                              (848)       832        (91)

Interest and other income                                 631        675        688
                                                    ---------- ---------- ----------
    Income (loss) before provision for income taxes      (217)     1,507        597

Provision (benefit) for income taxes                      (76)       468        203
                                                    ---------- ---------- ----------
    Net income (loss) from continuing operations        ($141)    $1,039       $394

Discontinued operations:
    Net income (loss) from operations of
        Discontinued Display Division                               (361)       687

Estimated net loss on the sale of Display Division                  (990)
                                                    ---------- ---------- ----------
Net income (loss) form discontinued operations                    (1,351)       687

Net income (loss)                                       ($141)     ($312)    $1,081
                                                    ========== ========== ==========

Basic and diluted EPS:
  For continuing operations                            ($0.03)     $0.18      $0.05
  For discontinued Display Division                               ($0.24)     $0.10
  Net income (loss)                                    ($0.03)    ($0.06)     $0.15
                                                    ========== ========== ==========

Shares used in Basic EPS calculation                    4,370      5,657      7,248
Shares used in Diluted EPS calculation                  4,370      5,731      7,285
                                                    ========== ========== ==========
</TABLE>
       The accompanying notes are an integral part of these
              consolidated financial statements
<PAGE>




                                  INPUT SOFTWARE, INC.
                      CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                     (in thousands)
<TABLE>
<CAPTION>
                                                                   Unrealized
                                                                     Loss on                Total
                                     Common Stock      Additional  Marketable               Stock-
                                   ------------------   Paid-in    Securities,  Retained   holders'
                                    Shares    Amount    Capital        Net      Earnings    Equity
                                   --------- -------- ------------ ----------- ---------- ----------
<S>                                <C>       <C>      <C>          <C>         <C>        <C>
Balances, December 31, 1996           7,558      $76      $30,914          $0     $8,028    $39,018
  Common stock issued under:
    Stock option plan                    53                   116                               116
    Employee Stock Purchase Plan         91        1          447                               448
  Common stock repurchased           (1,007)     (10)      (6,447)                           (6,457)
  Common stock received for Pegasus     (35)                 (332)                             (332)
  Tax benefit from disqualifying
    dispositions of common stock                               49                                49
  Net income                                                                       1,081      1,081
                                   --------- -------- ------------ ----------- ---------- ----------
Balances, December 31, 1997           6,660      $67      $24,747          $0     $9,109    $33,923
  Common stock issued under:
    Stock option plan                     2                    12                                12
    Employee Stock Purchase Plan         78        1          357                               358
  Common stock repurchased           (1,932)     (20)     (12,604)                          (12,624)
  Net loss                                                                          (312)      (312)
                                   --------- -------- ------------ ----------- ---------- ----------
Balances, December 31, 1998           4,808      $48      $12,512          $0     $8,797    $21,357
  Common stock issued under:
    Stock option plan                    16                   116                               116
    Employee Stock Purchase Plan         70        1          339                               340
  Common stock repurchased             (818)      (8)      (4,462)                           (4,470)
  Tax benefit from disqualifying
    dispositions of common stock                               87                                87
  Stock-based compensation                                     89                                89
  Net loss                                                                          (141)      (141)
                                   --------- -------- ------------ ----------- ---------- ----------
Balances, December 31, 1999           4,076      $41       $8,681          $0     $8,656    $17,378
                                   ========= ======== ============ =========== ========== ==========
</TABLE>
    The accompanying notes are an integral part of these
              consolidated financial statements
<PAGE>


                        INPUT SOFTWARE, INC.
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (in thousands)
<TABLE>
<CAPTION>
                                                     Year Ended December 31,
                                               --------------------------------
                                                  1999       1998       1997
                                               ---------- ---------- ----------
<S>                                            <C>        <C>        <C>
Cash flows from operating activities:
  Net income (loss)                                ($141)     ($312)    $1,081
  Adjustments to reconcile net income
  (loss) to net cash used in operating
  activities:
     Provision for doubtful accounts                (350)       207        249
     Stock compensation charge                        89
     Depreciation and amortization                   556        669        383
     Discontinued operations                         176     15,286       (988)
     Deferred income taxes                          (275)       (28)      (353)
  (Increase) decrease in assets and
   liabilities:
     Accounts receivable                            (460)    (1,751)    (1,567)
     Other assets                                   (375)      (583)      (315)
     Accounts payable                               (138)       189        160
     Accrued compensation and related
      liabilities                                    248        506        171
     Deferred revenue                                303      1,040        221
     Accrued liabilities                             (46)        15      1,211
                                               ---------- ---------- ----------
         Net cash (used) provided by
         operating activities                       (413)    15,238        253
                                               ---------- ---------- ----------
Cash flows from investing activities:
  Property and equipment additions                  (827)      (821)      (230)
                                               ---------- ---------- ----------
         Net cash used in investing activities      (827)      (821)      (230)
                                               ---------- ---------- ----------
Cash flows from financing activities:
  Common stock received from Pegasus sale                                 (332)
  Repurchase of common stock                      (4,470)   (12,624)    (6,457)
  Net proceeds from issuance of common stock         456        370        564
                                               ---------- ---------- ----------
         Net cash used in financing activities    (4,014)   (12,254)    (6,225)
                                               ---------- ---------- ----------
Net increase (decrease) in cash and
   cash equivalents                               (5,254)     2,163     (6,202)
                                               ---------- ---------- ----------
Cash and cash equivalents at beginning of perio   14,447     12,284     18,486
                                               ---------- ---------- ----------
Cash and cash equivalents at end of period        $9,193    $14,447    $12,284
                                               ========== ========== ==========
Supplemental cash flow disclosures:
Cash (received) paid during the year for taxes       364       (997)     1,203
Tax benefit from disqualifying dispositions           87                    49
</TABLE>
    The accompanying notes are an integral part of these
             consolidated financial statements.
<PAGE>



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.      Business of the Company:

         Input Software, Inc. and subsidiaries (the "Company")
develops, markets, and services  software that helps automate and
manage the input of external information into an organization's
internal computing systems.  On September 8, 1998 the Company sold
its display division to its management (see Note 3).  Accordingly,
the operating results and net assets of the display division have
been segregated from continuing operations in prior periods and
reported as separate line items on the statements of operations
and balance sheets.


2.      Summary of Significant Accounting Policies:

        Principles of Consolidation:
        The consolidated financial statements include the accounts
of the Company and its wholly owned subsidiaries, Input Software
GmbH and Input Software (UK) Ltd.  All significant intercompany
accounts and transactions have been eliminated.

Restatement and Reclassifications:
        The financial statements for 1997 and 1998 have been
restated for the effects of the discontinued operations of the
display division (see Note 3).

        Use of Estimates:
        The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amount of
assets 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 those estimates.

        Certain Risks and Concentrations:
        The Company's products are concentrated in the data capture
and document management industry which is highly competitive and
rapidly changing.   Significant technological changes in the
industry, including changes in computing platforms, changes in
customer requirements, the infringement of proprietary patent, or
the emergence of a major direct competitor could affect operating
results adversely.  In addition, a significant portion of the
Company's revenue derives from international sales.  Fluctuations
of the U.S. dollar against foreign currencies or local economic
conditions could adversely affect operating results.

        Property and Equipment:
        Property and equipment are stated at cost and depreciated on
a straight-line basis over estimated useful lives of three years.
Leasehold improvements are recorded at cost and depreciated on a
straight-line basis over the lesser of their useful lives or the
related lease term.

        Revenue Recognition
        Revenue is generated from four primary sources: licensing of
product, royalties, software maintenance, and professional
services.  Product licensing and royalty revenue is recognized
upon shipment if a signed agreement exists, the fee is fixed and
determinable, collection of invoice amounts are probable, and
product returns are reasonably estimable. Maintenance revenue for
ongoing customer support and product updates is recognized ratably
over the period of the maintenance contract.  Payments for such
are generally made in advance and are non-refundable.
Professional service revenue is recognized as services are
provided.  For contracts with multiple obligations (e.g.
deliverable and undeliverable products, maintenance and other
services), the Company allocates revenue to each component of the
contract based on objective evidence of its fair value, which is
specific to the Company, or for products not being sold
separately, the price established by management.

        Advertising:
        The Company expenses the costs of advertising as the
expenses are incurred.  The costs of advertising consist primarily
of magazine advertisements, brochures, other direct production
costs.  Costs associated with trade shows are charged to expense
upon completion of the trade show.  The advertising and related
promotional expense for the years ended December 31, 1999, 1998,
and 1997 was $1.0 million, $722,000 and $634,000 respectively.

        Income Taxes:
        Income taxes are accounted for under the liability method.
Under this method, deferred tax assets and liabilities are
determined based on differences between financial reporting and
tax bases of assets and liabilities and are measured using the
enacted tax rates and laws that will be in effect when the
differences are expected to reverse.

        Computation of Net Income (Loss) Per Common Share:
        Basic EPS is computed by dividing income available to common
stockholders by the weighted average number of common shares
outstanding for that period.  Diluted EPS is computed giving
effect to all dilutive potential common shares that were
outstanding during the period.  Dilutive potential common shares
consist of incremental common shares issuable upon exercise of
stock options, warrants and convertible securities for all
periods.

        In accordance with the disclosure requirements of SFAS 128,
a reconciliation of the numerator and denominator of basic and
diluted EPS is provided as follows (in thousands):



<TABLE>
<CAPTION>
                                                          Year Ended December 31,
                                                    --------------------------------
                                                       1999       1998       1997
                                                    ---------- ---------- ----------
<S>                                                 <C>        <C>        <C>
Net income (loss)                                       ($141)     ($312)    $1,081
  (numerator)

Shares used in basic EPS calculations
  (denominator)                                         4,370      5,657      7,248

Dilutive effect of stock options                                                 37

Shares used in diluted EPS calculations                 4,370      5,657      7,285

Basic EPS                                              ($0.03)    ($0.06)     $0.15

Diluted EPS                                            ($0.03)    ($0.06)     $0.15
</TABLE>

Options outstanding at December 31, 1999, 1998, and 1997 not
included in computation of diluted EPS because the exercise price
was greater than the average market price or because the Company
incurred a net loss:

<TABLE>
<CAPTION>
                                                       1999       1998       1997
                                                    ---------- ---------- ----------
<S>                                                 <C>        <C>        <C>
number of options shares (0000)                         2,660      1,876      1,858
price range                                         $1.39-$15.7$1.39-$15.7$.40-$16.2
</TABLE>


        Concentration of Credit Risk:

     The Company sells its products primarily in North America
and Europe.  The Company performs ongoing credit evaluations of
its customers and generally does not require collateral.  The
Company maintains reserves for potential credit losses which have
been within management's expectations.  Substantially all cash and
cash equivalents are held by one bank
     In accordance with Statement of Financial Accounting
Standard No. 52, "Foreign Currency Translation", the assets and
liabilities denominated in foreign currency are translated into
U.S. dollars at the current rate of exchange existing at period
end.  Gains and losses resulting from foreign exchange
transactions are included in results of operations.


        Comprehensive Income

     The Company has adopted the provisions of Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive
Income", effective January 1, 1998. This statement requires the
disclosure of comprehensive income and its components in a full
set of general-purpose financial statements. Comprehensive income
is the change in equity from transactions and other events and
circumstances other than those resulting from investments by
owners and distributions to owners. There are no significant
components of comprehensive income excluded from net income;
therefor, no separate statement of comprehensive income has been
presented.


        Cash and Cash Equivalents:

     The Company considers all highly liquid investments with an
original maturity from date of purchase of one year or less to be
cash equivalents.


        Recent Pronouncements

     In December 1998, AcSEC released Statement of Position 98-9
("SOP 98-9"), "Modification of SOP 97-2, `Software Revenue
Recognition,' with Respect to Certain Transactions." SOP 98-9
amends SOP 97-2 to require that an entity recognize revenue for
multiple element arrangements by means of the "residual method"
when (1) there is vendor-specific objective evidence ("VSOE") of
the fair values of all the undelivered elements that are not
accounted for by means of long-term contract accounting, (2) VSOE
of fair value does not exist for one or more of the delivered
elements, and (3) all revenue recognition criteria of SOP 97-2
(other than the requirement for VSOE of the fair value of each
undelivered element) are satisfied
     The provisions of SOP 98-9 that extend the deferral of
certain paragraphs of SOP 97-2 became effective December 15, 1998.
These paragraphs of SOP 97-2 and SOP 98-9 were effective for
transactions that were entered into in fiscal years beginning
after March 15, 1999.  Retroactive application is prohibited.  We
have evaluated the requirements of SOP 98-9 and do not believe it
will have a material impact on our current revenue recognition
policies.
     As of January 1, 1999 the Company adopted Statement of
Position 98-1 ("SOP 98-1"), "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use." This statement
provides guidance on accounting for the costs of computer software
developed or obtained for internal use and applies to all
nongovernmental entities. The adoption of SOP 98-1 had no material
impact on the Company's financial statements.
     In June of 1998, the Financial Accounting Standards Board
("FASB") issued Statement of Financial Standards No. 133 ("SFAS
133"), "Accounting for Derivative Instruments and Hedging
Activities," which is effective for all fiscal quarters of fiscal
years beginning after June 15, 1999.  It requires that an entity
recognize all derivatives as either assets or liabilities in the
statement of financial position and measure those instruments at
fair value.  In July of 1999, the FASB issued Statement of
Financial Standards No. 137 ("SFAS 137"), "Accounting for
Derivative Instruments and Hedging Activities - Deferral of the
Effective Date of FASB Statement No. 133," which defers the
effective date to all fiscal quarters of fiscal years beginning
after June 15, 2000.  The Company has not yet evaluated the
effects of this change on its operations.  The Company will adopt
SFAS 133 as required for its first quarterly filing of the fiscal
year 2001.
     In December, 1999 the SEC issued Staff Accounting Bulletin
No. 101 ("SAB 101), "Revenue Recognition in Financial Statements."
SAB 101 provides guidance for revenue recognition under certain
circumstances.  We are currently evaluating the impact of SAB 101
on the financial statements and related disclosures which will be
effective for the year ended December 31, 2000.


3.      Discontinued Operations

        On September 8, 1998 the Company sold its display division
to its current management team.  The business now operates as a
private company named Cornerstone Peripherals Technology, Inc.
("CPT")  Under the terms of the sale the Company sold certain
assets and transferred certain liabilities associated with the
display division.  The Company retained certain assets, primarily
accounts receivable and some inventory, which were substantially
converted to cash by December 31, 1998.  The Company holds a
minority equity interest in CPT.  Accordingly, the operating
results and net assets of the display division have been
segregated from continuing operations and reported separately on
the financial statements (see Note 6).


4.   Balance Sheet Components (in thousands):


        Property and equipment:           1999      1998
                                        --------- ---------
     Office equipment and machinery       $2,224    $1,832
     Software                                480       188
     Leasehold improvements                  520       444
                                        --------- ---------
                                           3,224     2,464
     Less accumulated depreciation
        and amortization                  (1,745)   (1,256)
                                        --------- ---------
                                          $1,479    $1,208
                                        ========= =========

        Depreciation expense was approximately $556,000, $669,000, and
$383,000 in 1999, 1998, and 1997 respectively


5.      Commitments:

        Commitments

        The Company has entered into various operating leases for their
facilities and sales offices.  Future rental commitments under these
operating leases are as follows (in thousands):

Year ended December 31,

     2000                                 $1,113
     2001                                  1,153
     2002                                  1,194
     2003                                  1,237
     2004                                    317
     Subsequent years                        524
                                        ---------
      Total                               $5,538
                                        =========

        Rent expense was approximately $1.2 million, $409,000, and
$204,000 in 1999, 1998, and 1997, respectively.


6.  Financial Information for the Display Division

     Operating results of the discontinued display division are as follows:

<TABLE>
<CAPTION>
                                     Year Ended December 31,
                               -------------------------------
                                            1998       1997
                                          ---------  ---------
<S>                            <C>        <C>        <C>
Revenue                                    $16,510    $79,614
Net income (loss)                             (361)       687


Assets and liabilities:
                                            1998       1997
                                          ---------  ---------
Accounts receivable                                   $12,941
Inventory                                             $10,933
Equipment                                              $1,460
Other Assets                                $1,138       $195
                                          ---------  ---------
Total assets                                $1,138    $25,529

Accounts payable                                       $6,146
Accrued Warranty                                       $1,931
Deferred revenue                                         $360
Accrued Liabilities                           $962     $1,630
                                          ---------  ---------
Total liabilities                             $962    $10,067

Net Assets                                    $176    $15,462
                                          =========  =========
</TABLE>


7.      Stockholders' Equity:

        Preferred Stock:  The Board of Directors is authorized to
determine the price, rights, preferences, privileges and
restrictions (including voting rights) of preferred stock without
any further vote or action by the stockholders.  The Board is also
authorized to increase or decrease the number of shares of any
series.  At December 31, 1999, there were 2,000,000 shares of $.01
par value preferred stock authorized.  No preferred shares were
issued and outstanding at December 31, 1999, 1998, or 1997.

        Employee-Stock Purchase Plan:  The Board of Directors has
reserved 200,000 shares of common stock for issuance under the
1993 Employee Stock Purchase Plan, 130,000 shares under the 1997
Employee Stock Purchase Plan, and 150,000 shares under the 1998
Employee Stock Purchase Plan.  Employees may elect to have the
Company withhold up to 10% of their compensation for the purchase
of the Company's common stock.  The amounts withheld are used to
purchase the Company's common stock at a price equal to 85% of the
fair market value of the stock on the first day of a two-year
offering or the last day of a six-month purchase period, whichever
is lower.  The number of shares employees may purchase is subject
to certain limitations.

        Stock-Option Plan:  The Company has established the 1993
Stock Option/Stock Issuance Plan and the 1999 Stock Plan.  As
amended, the 1993 Plan authorizes the issuance of up to 2,974,852
shares of common stock over the term of the Plan, pursuant to the
grant of incentive stock and non-qualified stock options and the
direct issuance of shares to eligible employees, independent
consultants and non-employee directors. The 1999 Plan authorizes
the issuance of up to 300,000 shares of common stock over the term
of the Plan, pursuant to the grant of non-qualified stock options
and the direct issuance of shares to eligible employees,
independent consultants and non-employee directors. Additionally,
the Company has issued an option for 47,750 shares to a consulting
firm with which it has an ongoing business relationship.

        Under these Plans, the exercise price per share is
determined by the Compensation Committee.  The exercise price of
an incentive option cannot be less than 100% of the fair market
value of the common stock on the grant date and the exercise price
of a non-qualified option cannot be less than 85% of such fair
market value.  Options generally vest over four years and are
exercisable for a term of ten years.

      Aggregate activity  under the plans is as follows (in thousands
except the per share amounts):

<TABLE>
<CAPTION>
                                                      Options Outstanding
                                       -------------------------------------------
                             Shares                                       Weighted-
                            Available  Number                             average
                              for        of                               Exercise
                             Grant     Shares    Price Per Share Amount    Price
                            --------   ------- ---------------- --------- --------
<S>                         <C>        <C>     <C>              <C>       <C>
Balance, December 31, 1996      280     1,395   $0.40 - $18.50   $11,600    $8.32

   Plan Amendment               400
   Options granted           (1,068)    1,068   $4.63 -  $9.25     7,325    $6.86
   Options canceled             427      (427)  $5.60 - $15.25    (3,554)   $8.31
   Options exercised                      (53)  $0.40 -  $8.63      (115)   $2.18
   Options expired               88       (88)  $3.00 - $15.25      (759)   $8.66
                            --------   -------                  ---------
Balance, December 31, 1997      127     1,895   $0.40 - $16.25   $14,497    $7.65

   Plan Amendment               200
   Options granted             (523)      523   $4.69 -  $7.75     3,471    $6.64
   Options canceled             540      (540)  $1.60 - $15.25    (4,096)   $7.59
   Options exercised                       (2)  $1.39 -  $5.94       (12)   $5.42
                            --------   -------                  ---------
Balance, December 31, 1998      344     1,876   $1.39 - $15.75   $13,860    $7.39

   Plan Amendment               648
   Options granted             (982)      982   $3.69 - $15.38     5,134    $5.23
   Options canceled             124      (182)  $4.00 -  $9.50    (1,437)   $7.47
   Options exercised                      (16)  $5.60 -  $8.63      (116)   $7.30
                            --------   -------                  ---------
Balance, December 31, 1999      134     2,660   $1.39 - $15.75   $17,441    $6.58
                            ========   =======                  =========
</TABLE>

        During 1995, the Financial Accounting Standards Board issued
Statement No. 123, Accounting for Stock-Based Compensation (SFAS
No. 123).  This standard, which establishes a fair value-based
method for stock-based compensation plans, also permits an
election to continue following the requirements of APB Opinion No.
25, Accounting for Stock Issued to Employees, with disclosures of
pro-forma net income and earnings per share under the new method.
The Company continues to follow the requirements of APB Opinion
No. 25, with disclosure of pro-forma information concerning its
stock option and employee stock purchase plans in accordance with
SFAS No. 123 .

        The following table summarizes information with respect to
stock options outstanding at December 31, 1999:
<TABLE>
<CAPTION>
                          Options Oustanding             Options Exercisable
                  ----------------------------------  -----------------------
                               Weighted
                    Number      Average    Weighted      Number     Weighted
                  Outstanding  Remaining   Average    Exercisable   Average
    Range of         as of    Contractual  Exercise      as of      Exercise
 Exercise Prices   12/31/99   Life (Years)  Price       12/31/99     Price
----------------  ----------- ----------- ----------  ------------ ----------
<S>               <C>         <C>         <C>         <C>          <C>
                    (000s)                               (000s)
 $1.39 -  $5.00          558         8.1      $4.68           220      $4.93
 $5.06 -  $6.19          849         9.1       5.52            61       5.63
 $6.25 - $15.75        1,253         7.2       8.14           823       8.50
                  -----------                         ------------
                       2,660         8.0      $6.58         1,104      $7.63
                  ===========                         ============
</TABLE>

      Fair  value of each option grant is estimated  on  the date  of
the grant using the Black-Scholes option  pricing model  with the
following weighted average assumptions used for grants in 1999, 1998, and 1997:

                                             1999       1998       1997
                                           ---------  ---------  ---------
   Risk-free interest rates                    5.50%      5.17%      6.12%
   Expected life                           3.5 years  3.5 years  3.8 years
   Volatility                                    50%        66%        66%
   Dividend yield                               --         --         --


      The weighted average fair value of those options granted in 1999, 1998,
1997 was $2.79, $3.36 and $3.53, respectively. The Company has also estimated
the fair value for the purchase rights issued under the Company's Employee Stock
Purchase plan, under the Black-Scholes valustion model using the following
assumptions for 1999, 1998, and 1997:

                                             1999       1998       1997
                                           ---------  ---------  ---------
   Risk-free interest rates                    5.50%      5.17%      5.32%
   Expected life                            0.50 years 0.50 years 0.50 years
   Volatility                                    50%        66%        66%
   Dividend yield                               --         --         --

      The weighted average fair value of those purchase rights
granted in 1999, 1998 and 1997 was $2.61, $2.51 and $6.11, respectively.

      The  following pro forma income information  has  been prepared
following  the provisions of SFAS No. 123 (in thousands except per
share data):

                                             1999       1998       1997
                                           ---------  ---------  ---------
   Net income (loss)- proforma              ($1,443)   ($1,864)   ($1,238)
   Basic EPS - proforma                      ($0.33)    ($0.33)    ($0.17)
   Diluted EPS - proforma                    ($0.33)    ($0.33)    ($0.17)

      The  above  pro  forma effects on income  may  not  be
representative of the effects on net income for future years as  option
grants  typically vest over  several  years  and additional options are
generally granted each year.


8.      Significant Customers and Export Revenues:

     The Company has adopted SFAS No. 131, "Disclosure about Segments
of an Enterprise and Related Information, " effective for fiscal years
beginning after December 15, 1997. SFAS No. 131 supercedes SFAS No. 14,
"Financial Reporting for Segments of a Business Enterprise", SFAS No.
131 changes current practice under SFAS No. 14 by establishing a new
framework on which to base segment reporting and introduces requirements
for interim reporting of segment information.
     The Company has determined that it has a single reportable segment
consisting of the development, marketing and servicing of information
capture software. Management uses one measurement of profitability and
does not disaggregate its business for internal reporting. Operations
outside the United States primarily consist of sales offices in United
Kingdom and Germany, responsible for the sales activities to foreign
customers,  invoiced by the Company's headquarters in the United
States. The foreign  subsidiaries do not carry any significant
long-live assets, and income  and assets of the Company's foreign
subsidiaries were not significant. Revenue from external customers by
geographic area for each of the three fiscal periods is presented in
the following table:

<TABLE>
<CAPTION>
                                 1999       1998       1997
                               ---------  ---------  ---------
<S>                            <C>        <C>        <C>
US                              $16,189    $12,866     $9,768
   % of total                      73.0%      74.0%      80.0%
International                     5,989      4,543      2,472
   % of total                      27.0%      26.0%      20.0%
</TABLE>

        For the years ended December 31 1999, 1998, and 1997 no customer
accounted for more than 10% of the Company's revenues.


9.Income Taxes:

     Income tax expense(benefit) consists of (in thousands):

                                     1999      1998      1997
                                   --------- --------- ---------
Current:
  Federal                                                  $444
  State and local                         2         2       414
  Foreign                               128                  47
                                   --------- --------- ---------
                                       $130        $2      $905
                                   --------- --------- ---------
Deferred:
  Federal                             ($161)     $160     ($193)
  State and local                       (45)       58      (143)
                                   --------- --------- ---------
                                      ($206)     $218     ($336)
                                   --------- --------- ---------
Total:
  Federal                             ($161)     $160      $251
  State and local                       (43)       60       271
  Foreign                               128                  47
                                   --------- --------- ---------
                                       ($76)     $220      $569
                                   ========= ========= =========

      The Company's effective tax rate differs from the statutory
federal income tax rate as shown in the following schedule:

                                     1999      1998      1997
                                   --------- --------- ---------
Statutory federal income tax rate     -34.0%     34.0%     34.0%
State taxes                             5.8%      5.7%      5.8%
Foreign taxes in excess of US rate     19.9%
Research and development credits      -41.5%     -3.7%
Tax exempt interest                                        -1.0%
Non-deductible expenses                17.8%
Other, net                             -3.2%     -4.9%     -4.2%
                                   --------- --------- ---------
                                      -35.2%     31.1%     34.6%
                                   ========= ========= =========

       The components of the deferred tax asset (in thousands):

                                               1999      1998
                                             --------- ---------
Deferred tax assets:
  Provision for doubtful accounts                 $87      $223
  Accrued liabilities                             471       483
  Depreciation and basis differences                        949
  Net operating loss carryforwards              3,369     2,344
  Research & development tax
   credit carryforwards                         1,440       770
                                             --------- ---------
       Total deferred tax asset                $5,367    $4,769
                                             ========= =========
Deferred tax liabilities:

  Depreciation and basis differences              (41)

Net deferred tax asset                         $5,326    $4,769
                                             ========= =========

     At December 31, 1999, the Company had $9.9 million and $2.2
million of federal and California net operating loss carryfowards.
These carryforwards expire beginning 2018 and 2003 for federal and
California tax purposes, respectively.  In addition, the Company
had $945,000 of research and development tax credits available to
offset future U.S. federal income tax.  These carryforwards expire
in 2004.  For California franchise tax purposes, the Company has
research and development credit carryforwards of $750,000.


10.     Special Incentive Bonus Plan

        On October 8, 1999, the Company adopted (and further amended
on December 29, 1999 and February 1, 2000) a Special Incentive
Bonus Plan that, upon a specified increase to the Company's per
share stock price, would result in bonus payments of $2.6 million,
consisting of  a combination of cash and stock.
During February 2000 the Company satisfied the requirements for
payment of bonuses pursuant to the plan.


11.     Employee Benefit Plan

        The Company provides a 401(K) Plan to its employees
providing tax deferred salary deductions for eligible employees.
Participants may make voluntary contributions between 1% and 20%
of their compensation subject to certain annual maximums.  The
Company matches 50% of employee contributions with a maximum of
$2,000 per employee.  The Plan provides for additional Company
contributions at its discretion.  Total contributions made by the
Company were  $212,000, $157,000, and $168,000 during 1999, 1998,
and 1997, respectively.


12.       Stock Repurchases

        Since February  1997 through February, 2000, the Company's
Board of Directors has authorized the use of up to $25 million to
repurchase the Company's common stock.  Through December 31, 1999
the Company has repurchased 3.8 million shares for a total of
$23.6 million.  The repurchased stock is expected to be held by
the Company as treasury stock to be used to meet the Company's
obligations under its stock plans and for other corporate
purposes.  Purchases have been and may continue to be made from
time-to-time on the open market or in privately negotiated
transactions.  The timing and volume of purchases will be
dependent upon market conditions and other factors.  The Company
has used  cash on hand to fund its purchases.





<PAGE>


                REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders
of Input Software, Inc.:

Our audits of the financial statements referred to in our report
dated January 31, 2000, appearing herein this Annual Report on
Form 10-K also included an audit of the financial statement
schedule listed in Item14(a)(2) of this Form 10-K. 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.

PricewaterhouseCoopers LLP
San Jose, California
January 31, 2000

















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                        INPUT SOFTWARE, INC.

      SCHEDULE II  -  VALUATION AND QUALIFYING ACCOUNTS
                             (in thousands)

                                          Additions
                              Balance at  Charged to               Balance
                              beginning   costs and                 at end
Description                    of year     expenses   Write-Offs   of year
----------------------------  ----------  ----------  ----------  ----------
Year ended December 31, 1999
   Allowance for bad debt          $559       ($350)         $0        $209

Year ended December 31, 1998
   Allowance for bad debt          $409        $207        ($57)       $559

Year ended December 31, 1997
   Allowance for bad debt          $175        $249        ($15)       $409



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