SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                FORM 10-K/A

   [X] Annual Report Pursuant to Section 13 or 15 (d) of the Securities
                           Exchange Act of 1934

                             (Amendment No. 2)

                For the fiscal year ended December 31, 1996

                                    or

       [ ] Transition Report Pursuant to Section 13 or 15(d) of the
                      Securities Exchange Act of 1934

            For the transition period from _______ to ________

                      Commission File Number 0-25646


                           EXPERT SOFTWARE, INC.

    State of Delaware - I.R.S. Employer Identification No.: 65-0359860

                             800 Douglas Road
                        Executive Tower, Suite #750
                          Coral Gables, FL 33134
                              (305) 567-9990

     Securities Registered Pursuant to Section 12(b) of the Act: None

        Securities Registered Pursuant to Section 12(g) of the Act:

                Common Stock (par value of $0.01 per share)





Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.   Yes [ x ]
No  [    ]

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

The aggregate market value of shares of Common Stock held by
non-affiliates of the Registrant as of March 21, 1997 was approximately
$12,675,000. For purposes of this computation, all executive officers,
directors and 5% owners of the Registrants have been deemed to be
affiliates.

As of March 21, 1997, there were 7,514,679 shares of the Registrant's
Common Stock, $ .01 par value, outstanding.



<PAGE>

    Part III, Items 10, 11, 12 and 13 of this report on Form 10-K is
hereby amended and restated in full by adding those items as follows:


                                 PART III

Item 10.   Directors and Executive Officers of the Registrant

Name                          Age                    Position            

Kenneth P. Currier            48       Chief Executive Officer, Secretary
                                           and Director

Susan A. Currier              47       President and Director

Charles H. Murphy             52       Chief Financial Officer and Treasurer

Timothy R. Leary              45       Vice President of Sales

Michael A. Appel              52       Vice President of Operations

Anne E. Aitken                38       Vice President of Marketing

Stephen J. Clearman (1)       45       Director

A. Bruce Johnston (1)         36       Director

William H. Lane III (2)       58       Director

Charles E. Noell III (2)      44       Director
               

(1)   Member of the Compensation Committee.

(2)   Member of the Audit Committee.


Kenneth  P. Currier,   a  co-founder  of  the  Company,  has  served  as  a
Director,  Chief  Executive  Officer and Secretary of the Company since its
inception in October  1992.  Mr.  Currier  also  co-founded  the  Company's
predecessor,   Softsync,   Inc.   ("Softsync")   a  publisher  of  consumer
software,  in 1982,  and served as  President  of Softsync  from 1990 until
formation  of the  Company in 1992.  Mr.  Currier is the spouse of Susan A.
Currier, President and a Director of the Company.

Susan A.  Currier,  a co-founder  of the Company,  has served as a Director
and  President  of the Company  since its  inception in October  1992.  Ms.
Currier also co-founded the Company's  predecessor,  Softsync, in 1982, and
served as Vice  President  responsible  for sales and marketing of Softsync
from 1990  until  formation  of the  Company  in 1992.  Ms.  Currier is the
spouse of Kenneth P.  Currier,  Chief  Executive  Officer and a Director of
the Company.

Charles  H.  Murphy has served as Chief  Financial  Officer of the  Company
since April 1996.  Prior to that,  Mr. Murphy was Chief  Financial  Officer
at Mergent  International,  Inc., a company  which  specializes  in desktop
and enterprise  security  software  applications,  from 1995 to 1996. Prior
to  Mergent,  Mr. Murphy  was Vice  President  of  Finance,  Secretary  and
Director  at  Package  Machinery   Company,  a  manufacturer  of  specialty
machinery, from 1986 to 1995.

Timothy  R.  Leary has  served as Vice  President  of Sales of the  Company
from its  formation in October  1992.  Mr. Leary was the Vice  President of
Sales at Softsync  from April 1992  through  October  1992.  Prior to that,
Mr.  Leary was Vice  President  of Sales of Aapps  Corporation,  a computer
hardware and software manufacturer, from April 1989 to March 1992.

Michael  A.  Appel  has  served  as Vice  President  of  Operations  of the
Company  since  March  1996.  Prior to that,  Mr.  Appel  was  Director  of
Manufacturing  for Bleyer  Industries  from January  1992 through  February
1996.  Prior to that,  Mr.  Appel  was Vice  President  of  Operations  for
Superior Toy from June 1990 through December 1991.

Anne E. Aitken has served as Vice  President  of  Marketing  of the Company
since March 1997.  Prior to that,  Ms. Aitken served as Senior  Director of
Marketing  at  Blockbuster   Entertainment  Inc.  from  September  1995  to
January   1997.   Prior  to   Blockbuster,   Ms.  Aitken  was  Director  of
Advertising  with Burger King  Corporation from September 1992 to September
1995.

Stephen J.  Clearman has served as a Director of the Company  since October
1992. Mr.  Clearman has been a general  partner of Geocapital  Partners,  a
venture  capital  management  firm,  since he co-founded that firm in 1984.
Mr. Clearman also serves as a director of Word Access, Inc., a  repair  and
manufacturing  services  provider  to   the  telecommunications   industry,
Memberworks, Inc., a consumer credit  card membership services company, and
Seamed, Corp., a designer and  manufacturer  of  medical  instruments.  Mr.
Clearman also serves as a director of a number of privately-held companies.

A. Bruce  Johnston  has served as a Director of the Company  since  October
1992.  Mr.  Johnston  has been a  Principal  of TA  Associates,  a  private
equity  investor,  since  January  1996  and  was a  Vice  President  of TA
Associates  from June 1992 to December 1995.  Prior to that,  Mr.  Johnston
was  a  General  Manager  of  Lotus  Development  Corporation,  a  software
publisher,  from  June  1988  to  June  1992.  Mr.  Johnston  serves  as  a
director of Trident International, Inc., a manufacturer of high performance
printing  systems,  Restrac, Inc., a  client-server application company, as
well as a number of privately-held companies.

William H. Lane  III  has  served as  a Director of the  Company  since his
appointment  by the Board of  Directors  on  January  29,  1997.  Mr.  Lane
retired  as  Vice  President,   Chief  Financial  Officer,   Secretary  and
Treasurer of Intuit, Inc. a software  publisher,  in July 1996. He held the
same  positions at  ChipSoft,  Inc.  from July 1991 until  Intuit  acquired
ChipSoft in December  1993. He also served as Vice  President,  Finance and
Administration for Honeywell Information Systems.  Mr. Lane  also serves as
a director of MetaTools, Inc., a  visual computing  software publisher, and
Quarterdeck Corp., a PC utility software company.

Charles  E.  Noell  III has  served  as a  Director  of the  Company  since
October  1992.  Mr. Noell has been  President and Chief  Executive  Officer
of JMI,  Inc., a private  holding  company,  since January  1992.  Prior to
that,   Mr.  Noell  was  a  Managing   Director  of  Alex.   Brown  &  Sons
Incorporated  from 1981 to 1992.  Mr.  Noell also  serves as a director  of
Transaction  Systems   Architects,   Inc.,  an  electronic  funds  transfer
software company, Homegate Hospitality Inc.,  a provided of services to the
hotel industry,  Peregrine Systems Inc., a developer  of systems management
software, and a number of privately-held companies.


Compliance With Section 16(a) of The Securities Exchange Act of 1934

Section  16(a)  of  the  Securities   Exchange  Act  of  1934  requires  the
Company's  officers and directors,  and persons who own more than 10% of the
Company's  outstanding  shares of Common Stock, to file reports of ownership
and changes in ownership  with the  Securities  and Exchange  Commission and
Nasdaq.  Officers,  directors and greater than ten percent  stockholders are
required  by SEC  regulations  to furnish  the  Company  with  copies of all
Section 16(a) forms they file.

Based  solely on its review of the copies of such forms  received  by it, or
written  representations  from  certain  reporting  persons  that no Section
16(a) reports were  required for those  persons,  the Company  believes that
during the fiscal year ended  December  31,  1996,  all filing  requirements
were  complied  with,  except in the case of Susan A.  Currier who failed to
timely file one report regarding a scheduled sale of the Common Stock.




<PAGE>

Item 11.                 Executive Compensation

The  following  sections  of this  Form  10-K set  forth  and  discuss  the
compensation  paid or awarded  during  the last two years to the  Company's
Chief  Executive  Officer  and  the  four  other  most  highly  compensated
executive  officers who earned in excess of $100,000  during the year ended
December 31, 1996 (collectively, the "Named Executives").


Summary Compensation Table

The  following  table shows for the fiscal years ended  December 31,  1994,
1995, and 1996 compensation paid by the Company to the Named Executives.

<TABLE>
                                              Long Term
                                             Compensation
                     Annual Compensation    Awards     Payouts
                     -----------------------------------------
                                   Other    Restric-  Securities         All
                                   Annual   ted Stock Underlying LTIP    Other
Name and        Year Salary  Bonus Compen-  Awards    Option     Payouts Compen-
Principal                          sation                                sation
Position              ($)     ($)    ($)      ($)      (#)        ($)     ($)
-------------------------------------------------------------------------------
<S>             <C>  <C>                              <C>                   
Kenneth P.      1996 170,000   --    --      --       130,000     --      --
Currier         1995 125,00 50,000   --      --         --        --      --
Chief           1994 110,00 86,188   --      --       125,000     --      --
Executive
Officer and
Secretary       

Susan A.        1996 170,000   --    --      --       130,000     --      --
Currier         1995 125,00 50,000   --      --         --        --      --
President       1994 110,00 86,188   --      --       125,000     --      --
                

Charles H.      1996 90,167 20,000 48,122(2) --        50,000     --      --
Murphy                             
Chief Financial
Officer and
Treasurer

Timothy R.     1996 100,000 26,332   --      --        10,000     --      --
Leary          1995  90,000 71,820   --      --         5,000     --      --
Vice           1994  80,000 73,992   --      --         --        --      --
President of
Sales

Kenneth J.     1996 123,333  8,125   --      --        20,000     --      --
Tarolla        1995 110,000 21,502   --      --         --        --      --    
Vice           1994   9,275  --      --      --        30,000     --      --
President of
Development(1)
----------------
<FN>

(1)  Mr. Tarolla resigned from the Company on March 28, 1997.

(2)  Consists of reimbursed  moving costs paid upon Mr. Murphy's  relocation
     in connection with beginning employment with the Company in April 1996.
     Mr.  Murphy would  receive six months'  severance  pay in the event his
     employment is terminated without cause,  or due to change of control.
</FN>
</TABLE>

<PAGE>

Option Grants in Last Fiscal Year

The following  table sets forth each grant of stock  options  during 1996 to
the  Named  Executives.  No stock  appreciation  rights  ("SARs")  have been
granted.

<TABLE>

                                                       Potential Realizable
                                                         Value at Assumed
                                                         Annual Rates of
                                                            Stock Price
                                                           Appreciation
                                                             for Option
                 Individual Grants                            Term (3)
              ------------------------------------------  ---------------
                         % of
              Number     Total
              of         Options/SARs 
              Securities Granted         
              Underlying to           Exercise        
              Options    Employees    or Base     Expir-          
              Granted    in Fiscal    Price       ation     
Name          (#) (1)    Year (2)     ($/Sh)      Date     5%($)  10% ($)  
--------------------------------------------------------  ---------------
<S>     <C>    <C>    <C>    <C>    <C>    <C>
Kenneth P.      
Currier (4)...  130,000      24.3%    $13.250     n/a        --      --
Susan A.        
Currier (4)...  130,000      24.3      13.250     n/a        --      --
Charles H.    
Murphy........   50,000       9.3       5.375    7/15/06-
                                                10/17/06  169,015 428,318
Timothy R.           
Leary.........   10,000       1.9       5.375   10/17/06   33,803  85,664
Kenneth J.     
Tarolla (5)...   20,000       3.7       5.375   06/28/97    --      --
--------------
<FN>

(1)  All options  were  granted  pursuant to the Amended and  Restated  1992
     Stock Option Plan (the "1992 Option Plan") and vest in equal  quarterly
     increments over a four year period.

(2)  Percentages  are based on a total of shares of Common Stock  underlying
     all options granted to employees of the Company in 1996.

(3)  This  column  shows the  hypothetical  gains or option  spreads  of the
     options  granted based on assumed annual  compound  stock  appreciation
     rates of 5% and 10% over the full  10-year  terms of the  options.  The
     5% and 10% assumed rates of  appreciation  are mandated by the rules of
     the  Securities  and  Exchange  Commission  and  do not  represent  the
     Company's estimate or projection of future Common Stock prices.

(4) The options  granted to Mr. and Mrs.  Currier  during 1996 were canceled
    in April 1997.

(5) Mr.  Tarolla  resigned  from the Company on March 28, 1997.  Pursuant to
    the Amended and  Restated  1992 Option  Plan,  vested  options not
    exercised  upon  termination  expire  three  months  after  the  date of
    termination.

</FN>
</TABLE>

<PAGE>

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

The following  table sets forth the shares  acquired and the value  realized
upon  exercise  of stock  options  during 1996 by the Named  Executives  and
certain information concerning the number and value of unexercised options.

<TABLE>

                                     Number of           
                                     Securities           Value of
                                     Underlying          Unexercised
                                     Unexercised        In-the-Money
                                     Options at           Options at
                                     FY-End (#)        FY-End ($) (1)     
                                 --------------------------------------
               Shares   
               Acquired 
               on       Value                            
               Exercise Realized  Exercis-  Unexer-   Exercis-  Unexer-                                   
Name           (#)      ($)        able    cisable     able    cisable
-----------------------------------------------------------------------
<S>     <C>    <C>    <C>    <C>    <C>    <C>
Kenneth P.    
Currier  (2)..      --      --    189,583   29,167  549,010    73,647
Susan A.      
Currier  (2)..      --      --    189,583   29,167  549,010    73,647
Charles H.    
Murphy........      --      --      5,000   45,000       --        --
Timothy R.    
Leary.........      --      --     28,925   28,645   87,564    51,853
Kenneth J.    
Tarolla.......      --      --     15,313   34,687    7,688    10,763
---------------
<FN>
(1)  Based on the fair  market  value of the Common  Stock on  December  31,
     1996 ($3.375 per share),  less the  aggregate  option  exercise  price.
     Options  are  in-the-money  if the market  value of the shares  covered
     thereby is greater than the option exercise price.

(2)  Options  granted to Kenneth P. Currier and Susan A. Currier during 1996
     were canceled in April 1997 and are therefore excluded from this table.
     Information regarding these grants,  however,  is provided in the table
     entitled "Option Grants in Last Fiscal Year".
</FN>
</TABLE>


Compensation Committee Interlocks and Insider Participation

As of April 21,  1997,  the  members of the  Compensation  Committee  of the
Board  of  Directors  were  Stephen  J.  Clearman  and  A.  Bruce  Johnston.
Messrs.  Clearman  and  Johnston  are  each  associated  with an  investment
partnership  which owns  Common  Stock and which  previously  held shares of
preferred  stock  of  the  Company  and  subordinated  notes  issued  by the
Company.   During  1995,  the  Company   redeemed  all  of  the  outstanding
preferred  stock  and  repaid  all of  its  subordinated  indebtedness.  See
"Certain Relationships and Related  Transactions".  No executive officers of
the Company serve on the Compensation Committee.


Employment Agreements

As of February 23, 1995,  the Company  entered  into  employment  agreements
with each of Kenneth  P.  Currier  and Susan A.  Currier  pursuant  to which
they are employed as Chief  Executive  Officer and President of the Company,
respectively.   These  employment   agreements  currently  provide  for  the
payment  of an  annual  salary  to each of the  Curriers  in 1996,  which is
subject to change by the Compensation Committee of the Board of Directors.

These  employment  agreements  also  entitle each of the Curriers to receive
annual cash bonuses in amounts,  and based upon the  achievement  of Company
objectives,  established from  year-to-year by the  Compensation  Committee.
These  agreements  are  subject to  automatic  one-year  extensions  on each
December  31st unless  earlier  terminated  by either the  executive  or the
Company.  Under  the  employment   agreements,   each  of  the  Curriers  is
entitled  to  severance  benefits  equal to six months  salary and  benefits
plus a pro rated  cash bonus in the event of either a  termination  of their
employment by the Company  without  cause or a termination  by the executive
in   response   to   certain   changes   in   the   executive's   employment
circumstances,  subject to increase to  one-year's  salary and benefits plus
a pro  rated  cash  bonus  after a change  in  control  of the  Company  (as
defined  in  the  agreements)  in the  event  of  either  a  termination  of
employment by the Company  without  cause or a termination  by the executive
in response to certain changes in the executive's employment circumstances.




<PAGE>

Item 12.Security Ownership of Certain Beneficial Owners and Management

The  following  table sets forth,  to the best  knowledge  and belief of the
Company,  certain  information  regarding  the  beneficial  ownership of the
Company's  Common  Stock as of April 21,  1997 by (i) each  person  known by
the Company to be the  beneficial  owner of more than 5% of the  outstanding
Common  Stock,  (ii) each  of the  Company's  Directors,  (iii) each  of the
Named Executive  Officers and (iv) all of the Company's  executive  officers
and Directors as a group.
<TABLE>


                                                Shares      Percent
Directors, Executive Officers                Beneficially     of
     and 5% Stockholders                       Owned(1)     Class(2)
<S>                                       <C>             <C>

TA Associates Group.......................  1,989,252 (3)   26.5%
  High Street Tower, Suite 2500
  125 High Street
  Boston, MA  02110

Geocapital II, L.P........................    691,545       9.2%
  One Bridge Plaza
  Fort Lee, NJ  07024

JMI Equity Fund, L.P......................    470,287       6.3%
  1414 South West Freeway, Suite 6200
  Sugarland, TX  77478

Waddell & Reed, Inc.......................    564,000 (4)   7.5%
  2001 Third Avenue South
  Birmingham, AL  35233

Granahan Investment Management, Inc.......    525,750 (5)   7.0%
  275 Wyman Street, Suite 270
  Waltham, MA  02154

Putnam Investments, Inc...................    455,300 (6)   6.1%
  One Post Office Square
  Boston, MA  02109

Hambrecht & Quist Group...................    452,242 (7)   6.0%
  One Bush Street
  San Francisco, CA  94104

T. Rowe Price Associates, Inc.............    382,500 (8)   5.1%
  100 East Pratt Street
  Baltimore, MD  21202

Kenneth P. Currier........................    725,166 (9)   9.2%
Susan A. Currier..........................    725,166(10)   9.2%
A. Bruce Johnston.........................      3,213(11)   *
Stephen J. Clearman.......................    691,545(12)   9.2%
Charles E. Noell III......................    470,287(13)   6.3%
William H. Lane III.......................         --       --
Charles H. Murphy.........................     11,250(14)   *
Kenneth J. Tarolla........................     18,063(15)   *
Timothy R. Leary..........................     64,063(16)   *
Michael A. Appel..........................      6,563(17)   *
Anne E. Aitken............................         --       --
All directors and executive officers as
 a group (11 persons).....................  1,990,150(18)   24.9%
_____________________________
* Represents less than 1% of the outstanding shares.
<FN>
(1) Beneficial  ownership is determined in accordance  with the rules of the
    Securities  and Exchange  Commission  and generally  includes  voting or
    investment  power with  respect to  securities.  Shares of Common  Stock
    subject  to  options  that  are  currently  exercisable  or  exercisable
    within 60 days of March 31,  1997 are  deemed to be  beneficially  owned
    by the person  holding  such  options for the purpose of  computing  the
    percentage  of  ownership  of  such  person,  but  are  not  treated  as
    outstanding  for the  purpose  of  computing  the  purpose  of an  other
    person.

(2) Applicable  percentage  of  ownership  is based on  7,514,679  shares of
    Common Stock  outstanding as of March 31, 1997 together with  applicable
    options for each stockholder.

(3) Includes  1,136,310  shares  of  Common  Stock  held by  Advent VI L.P.,
    510,064  shares held by Advent  Atlantic  and  Pacific II L.P.,  184,181
    shares  held by  Advent  Industrial  II  L.P.,  141,685  shares  held by
    Advent New York L.P.,  and 17,002  shares held by TA Venture  Investors,
    L.P.  The  respective   general  partners  of  Advent  VI  L.P.,  Advent
    Atlantic  and Pacific II L.P.,  Advent  Industrial  II L.P.,  Advent New
    York  L.P.  and  TA  Venture  Investors  L.P.  (collectively,   the  "TA
    Associates  Group")  exercise  sole  investment  and  voting  power with
    respect  to shares of  Common  Stock  held by such  entities.  A.  Bruce
    Johnston, a Director of the Company, is a Principal of TA Associates.

(4) As  reported  in a Schedule  13G dated  January  31, 1997 and filed with
    the  Securities  and  Exchange  Commission  jointly  by  Waddell & Reed,
    Inc.,  Waddell  & Reed  Investment  Management  Company,  Waddell & Reed
    Asset  Management  Company,  Waddell & Reed  Financial  Services,  Inc.,
    Torchmark   Corporation,   United  Investors   Management  Company,  and
    Liberty National Life Insurance Company.

(5) As  reported  in a Schedule  13G dated  January  31, 1997 and filed with
    the Securities and Exchange  Commission,  these  securities are owned by
    various  individual  and  institutional  investors  (including  Vanguard
    Explorer  Fund,  Inc.,  which  owns  445,500 of such  shares)  for which
    Granahan Investment  Management,  Inc. serves as investment adviser with
    power to direct  investments  and/or sole power to vote the  securities.
    For purposes of the reporting  requirements  of the Securities  Exchange
    Act of 1934,  Granahan  Investment  Management,  Inc.  is deemed to be a
    beneficial  owner  of  such  securities;  however,  Granahan  Investment
    Management,   Inc.  expressly   disclaims  that  it  is,  in  fact,  the
    beneficial owner of such securities.

(6) As  reported  in a Schedule  13G dated  January  27, 1997 and filed with
    the Securities and Exchange  Commission,  these  securities are owned by
    various   individual  and  institutional   investors  for  which  Putnam
    Investments,  Inc.  serves as  investment  adviser  with power to direct
    investments  and/or sole power to vote the  securities.  For purposes of
    the  reporting  requirements  of the  Securities  Exchange  Act of 1934,
    Putnam  Investments,  Inc.  is deemed to be a  beneficial  owner of such
    securities;  however, Putnam Investments,  Inc. expressly disclaims that
    it is, in fact, the beneficial owner of such securities.

(7) As  reported  in a Schedule  13D dated  April 7, 1997 and filed with the
    Securities and Exchange  Commission  jointly by Hambrecht & Quist Group,
    Hambrecht & Quist  California,  Hambrecht & Quist  L.L.C.  and Daniel H.
    Case III.

(8) As reported  in a Schedule  13G dated  February  14, 1997 and filed with
    the Securities and Exchange  Commission,  these  securities are owned by
    various  individual and institutional  investors for which T. Rowe Price
    Associates,  Inc.  serves as  investment  adviser  with  power to direct
    investments  and/or sole power to vote the  securities.  For purposes of
    the reporting  requirements  of the Securities  Exchange Act of 1934, T.
    Rowe Price  Associates,  Inc. is deemed to be a beneficial owner of such
    securities;   however,   T.  Rowe  Price  Associates,   Inc.   expressly
    disclaims that it is, in fact, the beneficial owner of such securities.

(9) Includes  362,583  shares  of  Common  Stock  beneficially  owned by Mr.
    Currier's  wife,  Susan A. Currier,  as to which Mr.  Currier  disclaims
    beneficial  ownership,  76,000 shares  beneficially owned by Mr. and Ms.
    Currier  jointly and 197,083  shares which Mr.  Currier may acquire upon
    the exercise of stock options within 60 days of March 31, 1997.

(10)Includes 362,583 shares of Common Stock beneficially owned by Ms. Currier's
    husband, Kenneth P. Currier, as to which Ms. Currier disclaims beneficial
    ownership, 76,000 shares beneficially owned by Mr. and Ms. Currier
    jointly and 197,083 shares which Ms. Currier may acquire upon the
    exercise of stock options within 60 days of March 31, 1997.

(11)Represents 3,213 shares of Common Stock beneficially owned by A. Bruce 
    Johnston     through TA Venture Investors L.P. which are included in the 
    17,002 shares described in footnote (2) above as being owned by TA Venture
    Investors L.P.  Does not include any shares beneficially owed by
    Advent VI L.P., Advent Atlantic and Pacific II L.P., Advent Industrial
    II L.P. or Advent New York L.P., or the remainder of the shares
    described in footnote (2) above as being owned by TA Venture Investors
    L.P., as to which Mr. Johnston disclaims beneficial ownership.

(12)Includes 691,545 shares of Common Stock held by Geocapital II, L.P. Stephen
    J. Clearman, BVA Associates, James Harrison and Irwin Lieber are the
    general partners (the "Geocapital General Partners") of Softven
    Management which is the sole general partner of Geocapital II, L.P.,
    and share voting and investment power with respect to these shares.
    The Geocapital General Partners disclaim beneficial ownership of such
    shares, except to the extent of each partner's proportionate pecuniary
    interest therein.

(13)Includes 470,287 shares of Common Stock held by JMI Equity Fund, L.P.
    Charles E. Noell III, Harry S. Gruner, Anthony Moores and Norris van den
    Berg are the general partners (the "JMI General Partners") of JMI Partners,
    L.P., which is the sole general partner of JMI Equity Fund, L.P., and
    share voting and investment power with respect to such shares.  The
    JMI General Partners disclaim beneficial ownership of such shares,
    except to the extent of each partner's proportionate pecuniary
    interest therein.

(14)Consists of 11,250 shares of Common Stock which Mr. Murphy may acquire upon
    the exercise of stock options within 60 days of March 31, 1997.

(15)Consists of 18,063 shares of Common Stock which Mr.Tarolla may acquire upon
    the exercise of stock options within three months of March 28, 1997,
    the date of Mr. Tarolla's resignation from the Company.

(16)Includes 46,633 shares which Mr. Leary may acquire upon the exercise of 
    stock options within 60 days of March 31, 1997.

(17)Consists of 2,500 shares of Common Stock which Mr. Appel may acquire upon
    the exercise of stock options within 60 days of March 31, 1997.

(18)Includes approximately 475,737 shares which may be acquired upon the
    exercise of stock options within 60 days of March 31, 1997.
</FN>
</TABLE>

Item 13.     Certain Relationships and Related Transactions


A.  Bruce  Johnston,  a  Director  of  the  Company,  is a  Principal  of TA
Associates.  Stephen J.  Clearman,  a Director of the Company,  is a general
partner of the  general  partner of  Geocapital  II,  L.P.  Charles E. Noell
III,  a  Director  of the  Company,  is a  general  partner  of the  general
partner  of JMI  Equity Fund,  L.P.   Kenneth  and  Susan   Currier, who are
married to one another, are  Directors  and the Chief  Executive Officer and
President of the Company, respectively.

The Company has a policy  whereby all  transactions  between the Company and
its  officers,   directors  and  affiliates   (other  than   employment  and
compensation  matters)  will  be  reviewed  by the  Audit  Committee  of the
Company's Board of Directors or a comparable committee.





                                 SIGNATURE

  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.

                                          EXPERT SOFTWARE, INC.

Date:  May 21, 1997                       By:  /s/ CHARLES H. MURPHY    
                                               Charles H. Murphy
                                               Chief Financial Officer
                                               (Principal Financial Officer and
                                                Principal Accounting Officer)