SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-Q

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

For the quarter ended March 31, 1998     Commission File Number         0-26368

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

                  DELAWARE                            13-2966911
       (State or other jurisdiction      (I.R.S. Employer Identification No.)
     of incorporation or organization)

               301 Route 17 North
             Rutherford, New Jersey 
             (Address of principal                  07070
               executive offices)                 (Zip Code)

                                 (201) 935-3400
              (Registrant's telephone number, including area code)

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    |_|

   Number of shares outstanding of the issuer's common stock as of May 5, 1998

                 Class                          Number of Shares Outstanding
----------------------------------------        ----------------------------
Common Stock, par value $0.01 per share                  23,792,105
<PAGE>                                   

                            COMPUTRON SOFTWARE, INC.

                                      INDEX

                                                                          Page
PART I      FINANCIAL INFORMATION                                        Number
                                                                         ------

            Item 1.  Financial Statements

                     Consolidated Balance Sheets
                        December 31, 1997 and March 31, 1998 ..............   3
                     Consolidated Statements of Operations
                        Three months ended March 31, 1997 and 1998 ........   4
                     Consolidated Statements of Cash Flows
                        Three months ended March 31, 1997 and 1998 ........   5
                     Notes to Consolidated Interim Financial Statements ...   6
            
            Item 2.  Management's Discussion and Analysis of Financial
                       Condition and Results of Operations ................   9

PART II     OTHER INFORMATION

            Item 1.  Legal Proceedings ....................................  23

            Item 6.  Exhibits and Reports on Form 8-K .....................  23

SIGNATURES

                Signatures ................................................  24


                                       2
<PAGE>


                            COMPUTRON SOFTWARE, INC.
                           CONSOLIDATED BALANCE SHEETS
                      (In thousands, except per share data)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                          December 31, March 31,
                                                            1997         1998
                                                            ----         ----
                                     ASSETS
<S>                                                       <C>         <C>     
Current assets:
  Cash and cash equivalents                               $  6,280    $  6,659
  Short-term investments                                       193         185
  Restricted cash                                            6,124       6,325
  Accounts receivables, less reserves of $3,056 at
    December 31, 1997 and $2,844 at March 31, 1998          11,420      12,518
  Prepaid expenses and other current assets                  3,230       3,130
                                                          --------    --------
      Total current assets                                  27,247      28,817
                                                          --------    --------
Equipment and leasehold improvements, at cost:
  Computer and office equipment                             11,844      12,404
  Furniture and fixtures                                     1,298       1,478
  Leasehold improvements                                       592         919
                                                          --------    --------
                                                            13,734      14,801
  Less--accumulated depreciation and amortization            9,670      10,289
                                                          --------    --------
                                                             4,064       4,512
                                                          --------    --------
Capitalized software development costs, net of
  accumulated amortization of $3,734 at December
  31, 1997 and $3,911 at March 31, 1998                      1,429       1,252
Goodwill, net of accumulated amortization of $1,072
   at December 31, 1997 and $1,200 at March 31, 1998         1,732       1,549

Other assets                                                 1,126         830
                                                          --------    --------
                                                          $ 35,598    $ 36,960
                                                          ========    ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Current portion of long-term debt and capital leases    $     71    $  1,723
  Accounts payable                                           4,375       4,871
  Accrued expenses                                          10,956      10,656
  Deferred revenue                                           9,078       9,644
                                                          --------    --------
      Total current liabilities                             24,480      26,894
                                                          --------    --------
Long-term liabilities:
Long-term debt and capital leases, less current portion         23       3,355
                                                          --------    --------
Commitments and contingencies
Common stock subject to repurchase                           5,000       5,000
Stockholders' equity:
                                                          --------    --------
    Preferred stock, $.01 par value, authorized 5,000
      shares, no shares issued and outstanding                  --          --
    Common stock, $.01 par value, authorized 50,000 
      shares; 23,777 shares and 23,778 shares 
      issued and outstanding at December 31, 1997 and
      March 31, 1998, respectively                             238         238
    Additional paid-in capital                              69,373      69,374
    Accumulated deficit                                    (63,016)    (67,221)
    Cumulative translation adjustment                         (500)       (680)
                                                          --------    --------

      Total stockholders' equity                             6,095       1,711
                                                          --------    --------
                                                          $ 35,598    $ 36,960
                                                          ========    ========
</TABLE>

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



                                       3
<PAGE>


                            COMPUTRON SOFTWARE, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (In thousands, except per share data)
                                   (Unaudited)

                                               Three months ended March 31,
                                               ----------------------------
                                                     1997        1998
                                                     ----        ----
Revenues:

   License fees                                  $  5,629    $  4,019
   Services                                        11,162      11,004
                                                 --------    --------
     Total revenues                                16,791      15,023
                                                 --------    --------

Operating expenses:
   Cost of license fees                               281       1,014
   Cost of services                                 6,562       7,135
   Sales and marketing                              4,954       4,249
   Research and development                         2,431       2,636
   General and administrative                       3,829       4,304
                                                 --------    -------- 
     Total operating expenses                      18,057      19,338
                                                 --------    -------- 
Operating loss                                     (1,266)     (4,315)
                                                 --------    -------- 


Other income (expense):
   Costs related to class action litigation          (992)        (22)
   Other income                                       261         132
                                                 --------    -------- 
       Other income (expense), net                   (731)        110
                                                 --------    -------- 

Net loss                                         $ (1,997)   $ (4,205)
                                                 ========    ========   
Net loss per common
   and common equivalent share                   $  (0.10)   $  (0.18)
                                                 ========    ========   
Weighted average number of
     common and common equivalent
     shares                                        20,809      23,777
                                                 ========    ========    


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


                                       4
<PAGE>


                            COMPUTRON SOFTWARE, INC.
                      CONSOLIDATED STATEMENTS OF CASHFLOWS
                      (In thousands, except per share data)
                                   (Unaudited)

                                                    Three Months Ended March 31,
                                                    ----------------------------
                                                           1997        1998
                                                           ----        ----

Cash flows from operating activities:
Net loss                                               $ (1,997)   $ (4,205)
Adjustments to reconcile net loss to net
   cash flows provided by (used in) operating 
   activities
   Depreciation and amortization                            870         925
Changes in current assets and liabilities
   Restricted cash                                        1,788        (203)
   Accounts receivable                                    5,317      (1,115)
   Prepaid expenses and other current assets                (29)         84
   Accounts payable and accrued expenses                 (2,260)        333
   Deferred revenue                                         136         545
Net cash flows provided by (used in) operating         --------    --------
   activities                                             3,825      (3,636)
                                                       --------    --------
Cash flows from investing activities:
   Other assets                                             196         271
   Purchase of equipment and leasehold improvements        (150)     (1,072)
   Decrease in short-term investments                      (527)         (2)
                                                       --------    --------
Net cash flows used in investing activities                (481)       (803)
                                                       --------    --------

Cash flows from financing activities:
   Proceeds from exercise of stock options                   10           1
   Proceeds from long-term debt                              --       5,000
   Payments of notes payable                             (1,402)         --
   Payments of long-term debt and capital lease 
   obligations                                             (106)        (16)
                                                       --------    --------
Net cash flows provided by (used in) financing 
   activities                                            (1,498)      4,985
                                                       --------    --------
Foreign currency exchange rate effects                     (359)       (167)
                                                       --------    --------
Net increase in cash and cash equivalents                 1,487         379
Cash and cash equivalents, beginning of period           19,730       6,280
                                                       ========    ========
Cash and cash equivalents, end of period               $ 21,217    $  6,659
                                                       ========    ========

Supplemental disclosures of cash flow information
and noncash financing activities:
   Cash paid during the period for -
    Interest                                           $      9    $      1
                                                       ========    ========
    Income taxes                                       $     86    $     20
                                                       ========    ========

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



                                       5
<PAGE>




                            COMPUTRON SOFTWARE, INC.
               NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                        (in thousands, except share data)

(1) OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

The Company designs, markets and supports n-tier, Internet-enabled
client/server-based financial, workflow, desktop document access and storage,
and maintenance and asset management software solutions to manage
mission-critical applications in large organizations operating across a broad
range of industries worldwide.

Basis of Presentation:

The accompanying unaudited consolidated financial statements include the
accounts of Computron Software, Inc. and its wholly owned foreign subsidiaries
located in Australia, Canada, France, Germany, Poland, Singapore, South Africa
and the United Kingdom, (collectively, the "Company"). These consolidated
financial statements have been prepared by the Company in accordance with
generally accepted accounting principles and in the opinion of management,
contain all adjustments, consisting only of those of a normal recurring nature,
necessary for a fair presentation of these financial statements.

These consolidated financial statements should be read in conjunction with the
financial statements and related notes included in the Company's 1997 Annual
Report on Form 10-K filed with the Securities and Exchange Commission.

The results of operations for the three months ended March 31, 1998 are not
necessarily indicative of results to be expected for any future periods.

(a) Revenue Recognition

The Company recognizes revenue from non-cancelable software licenses upon
product shipment, provided collection is probable and no significant vendor and
post-contract customer obligations remain at the time of shipment. Post contract
support (maintenance) service fees are typically billed separately and are
recognized on a straight line basis over the life of the applicable agreement.
The Company recognizes service revenues from consulting and implementation
services, including training, provided by both its own personnel and by third
parties, upon performance of the services. The Company recognizes revenue from
certain contracts, generally those with fixed prices, using the percentage of
completion method. Anticipated losses, if any, are charged to operations in the
period such losses are determined.

In October 1997, the American Institute of Certified Public Accountants issued
Statement of Position 97-2 "Software Revenue Recognition" ("SOP 97-2"). SOP 97-2
is effective for transactions entered into in fiscal years beginning after
December 15, 1997. The Company has adopted SOP 97-2 which did not have a
significant impact on its current revenue recognition policies.


                                       6
<PAGE>

                            COMPUTRON SOFTWARE, INC.
         NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS (continued)
                        (in thousands, except share data)

(b) Cash and Cash Equivalents

Cash equivalents are stated at cost, which approximates market, and consist of
short-term, highly liquid investments with original maturities of less than
three months. In addition, $5,000 borrowed on March 31, 1998 was restricted
until April 8, 1998 when the bank received from the U.S. Copyright Office
approvals of copyright registration applications that the Company filed prior to
March 31, 1998 on its various products.

(c) Reclassification

Certain reclassifications have been made to prior periods to conform to the
current year presentation.

(2) REVOLVING LINE OF CREDIT AND LONG-TERM DEBT

On March 31, 1998, the Company entered into a Loan and Security Agreement
("Agreement") which provides for maximum borrowings of up to $10 million. Upon
signing, the Company borrowed $5 million pursuant to a three year term loan. The
term loan bears interest at prime plus 1.5%, and is repayable in 36 monthly
installments beginning May 1, 1998. The Company currently has available the
lesser of $5 million or 85% of eligible receivables under a revolving line of
credit pursuant to the Agreement.

Borrowings under the revolving line of credit will bear interest at prime plus
1.25%. The Agreement provides for yearly fees as follows: (i) $111 in year one,
$86 in years two and three and (ii) an unused revolving line of credit fee of
 .375% per annum. The agreement is secured by substantially all domestic assets
of the Company together with a pledge of 65% of the stock of its foreign
subsidiaries, and contains certain financial and restrictive covenants.

(3) CONTINGENCIES

On March 6, 1998, the District Court issued a final order approving a settlement
in the class action securities litigation, In re Computron Software, Inc.
Securities Litigation, Master File No. 96-1911 (AJL), brought against the
Company and certain of its present and former officers and directors in the
United States District Court for the District of New Jersey.

The overall settlement includes consideration totaling $15 million for the
benefit of class members, including consideration from the Company, and payments
from certain of its present and former officers and directors, its former
auditors, and the insurance companies that provided Computron with directors and
officers liability insurance. In return for the payments by the insurance
companies, the settlement also resolves a separate lawsuit brought by the
Company against the insurance companies. As its share of the settlement, the
Company has paid $1 million in cash, and will issue 1 million shares of Common
Stock of the Company.

Class members will receive a non-transferable right to resell the stock received
in the settlement to a business trust formed by the Company at a price of $5.00
per share. In March 1998, the trust was capitalized by a contribution of $5
million from the Company's restricted cash, which will be used to pay the claims
of any class members who receive stock in the settlement and exercise their
right to resell such stock to the trust according to the terms of the
Stipulation of Settlement.

                                        7
<PAGE>

                 COMPUTRON SOFTWARE, INC. NOTES TO CONSOLIDATED
                    INTERIM FINANCIAL STATEMENTS (continued)
                       (in thousands, except share data)

The exercise period during which class members may resell these shares to the
trust will be December 1, 1998 to December 21, 1998, or later period if all
necessary court proceedings have not been completed by November 1, 1998. The
resale right will expire at the end of the exercise period, or earlier as to any
shares issued in the settlement that are sold by class members prior to the
final day of the exercise period. The resale right will also expire earlier than
the exercise period if the closing price of the Company's Common Stock is higher
than $5.00 per share for 20 consecutive trading days. The Company recorded a
charge to operations of $6 million during the quarter ended September 30, 1997,
reflecting the Company's share of the settlement costs, excluding legal fees.

Historically, the Company has been involved in other disputes and/or litigation
encountered in its normal course of business. The Company believes that the
ultimate outcome of these proceedings will not have a material adverse effect on
the Company's business, financial condition and results of operations or cash
flows.

(4)  Comprehensive Income

Effective January 1, 1998 the Company adopted SFAS No. 130, a new accounting
rule on reporting comprehensive income. The rule requires reporting of
comprehensive income, which includes net income and all other non-owner changes
in equity during a period as follows:

                                                            Three Months Ended
                                                                 March 31,
                                                          ----------------------
                       
                                                               1997       1998
                                                            -------    -------
                                        
Net loss ..............................................     $(1,997)   $(4,205)
                                                   
Cumulative translation adjustment......................        (694)      (180)
                                                            -------    ------- 
Comprehensive income ..................................     $(2,691)   $(4,385)
                                                            =======    ======= 

(5)  Net Loss Per Common Share

Net loss per common share is presented in accordance with Statement of Financial
Accounting Standards No. 128, "Earnings per Share" ("SFAS No. 128"). SFAS No.
128 provides for new accounting principles used in the calculation of earnings
per share and was effective for financial statements for both interim and annual
periods ended after December 15, 1997. The Company has restated the net loss per
common share for all periods presented to give effect to SFAS No. 128.

Net loss per common share is based on the weighted average number of shares of
common stock outstanding during the period. Diluted net loss per common share is
not presented as it is antidilutive. Stock options, warrants, common stock
subject to repurchase, and contingently issuable shares in connection with the
December 1997 private placement of common stock are the only securities issued
which would have been included in the diluted earnings per share calculation had
their effect been dilutive.


                                        8
<PAGE>
                                   
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

Overview

This Report contains statements of a forward-looking nature relating to future
events or the future financial performance of the Company. Investors are
cautioned that such statements are only predictions and that actual events or
results may differ materially. In evaluating such statements, investors should
specifically consider the various factors identified in this Report and in the
Company's 1997 Annual Report on Form 10-K filed with the Securities and Exchange
Commission which could cause actual results to differ materially from those
indicated by such forward-looking statements, including the matters set forth
under the caption "Certain Factors That May Affect Future Results and Financial
Condition and the Market Price of Securities" below.

The Company was founded in 1978 as a developer of custom financial software for
mission-critical applications in large organizations, primarily financial
institutions. In the early 1980's, the Company developed financial software for
legacy platforms and introduced sophisticated enterprise-wide financial
software. Identifying the need for client/server financial software applications
in the late 1980's, the Company commenced the re-architecture of its financial
software and began the development and deployment of new product, specifically a
workflow and document management product. In 1993, the Company introduced
Computron Financials and Computron Workflow, the client/server versions of its
financial and workflow products. Computron COOL was introduced in the latter
half of 1993. Since 1994, the Company has released versions of its products with
the capability to interoperate with popular RDBMS software. During the fourth
quarter of 1995, the Company acquired the rights to its Computron Yorvik
Software.

During 1996, the Company acquired the Financial Services Division of Generale de
Service Informatique (GSI) based in Paris, France, and certain assets of AT&T
Istel and Co., GMBH, in Essen, Germany. These operations primarily provide
software services in their respective countries.

The Company's revenues are derived from license fees and services. Revenues for
services and training are recognized upon performance of the services. The
Company's license agreements generally do not provide a right of return.
Historically, the Company's backlog has not been substantial, since products are
generally shipped as orders are received.

The Company has experienced, and may in the future experience, significant
fluctuations in its quarterly and annual revenues and results of operations. The
Company believes that domestic and international operating results will continue
to fluctuate significantly in the future as a result of a variety of factors,
including the timing of revenue recognition related to significant license
agreements, the lengthy sales cycle for the Company's products, the proportion
of revenues attributable to license fees versus services, the utilization of
third parties to perform services, the amount of revenue generated by resales of
third party software, changes in product mix, demand for the Company's products,
the size and timing of individual license transactions, the introduction of new
products and product enhancements by the Company or its competitors, 


                                       9
<PAGE>

changes in customers' budgets, competitive conditions in the industry and
general economic conditions.

Following the audits of the Company's consolidated financial statements for
1994, 1995 and 1996 the Company received management letters from its former
independent public accountants, which enumerated material weaknesses in the
Company's financial and accounting processes, controls, reporting systems and
procedures. The Company's former independent public accountants highlighted the
Company's need for additional financial and accounting personnel with software
industry experience.

In response to the management letter and recent operating results, during 1997
the Company hired senior executives with significant experience in the software
industry, and improved financial and accounting processes, controls, reporting
systems and procedures, which eliminated all material weaknesses.

The Company incurred net losses of $8.6 million for 1995, $31.8 million for
1996, and $13.6 million for 1997, and reported a net loss of $4.2 million for
the quarter ended March 31, 1998. As of March 31, 1998, the Company had an
accumulated deficit of $67.2 million. There can be no assurance that the Company
will be profitable in the future.

In June 1997, the FASB issued SFAS No. 131, "Disclosure about Segments of an
Enterprise and Related Information" ("SFAS 131"). SFAS 131 establishes standards
for the way public business enterprises report information about operating
segments in annual financial statements and requires that those enterprises
report selected information about reporting segments in annual financial
statements and requires that those enterprises report selected information about
reporting segments in interim financial reports issued to shareholders. It also
establishes standards for related disclosures about products and services,
geographic areas and major customers. SFAS 131 is effective for financial
statements for fiscal years beginning after December 15, 1997, and the Company
will comply beginning with year-end 1998 results. Financial statement
disclosures for prior periods are required to be restated. The Company is in the
process of evaluating the disclosure requirements. The adoption of SFAS 131 will
have no impact on the Company's consolidated results of operations, financial
position or cash flows.


                                       10
<PAGE>

Results of Operations

The following table sets forth, for the periods indicated, certain operating
data as a percentage of total revenues:

                               Three Months Ended
                                   March 31,
                           ---------------------------
                                 1997      1998
                                 ----      ----
Revenues:
  License fees ..............    33.5%     26.8%
  Services ..................    66.5      73.2
                                -----     -----
     Total revenues .........   100.0     100.0

Operating expenses:
  Cost of license fees ......     1.7       6.7
  Cost of services ..........    39.1      47.5
  Sales and marketing .......    29.5      28.3
  Research and development ..    14.4      17.6
  General and administrative     22.8      28.6
                                -----     -----
     Total operating expenses   107.5     128.7
                                -----     -----

Operating loss ..............    (7.5)    (28.7)
Other income (expense) ......    (4.4)       .7
                                -----     -----
Loss before income taxes ....   (11.9)    (28.0)
Income tax provision ........      --        --

                                -----     -----
Net loss ....................   (11.9)%   (28.0)%
                                =====     =====

Total Revenues

Total revenues decreased 10.5% for the three months ended March 31, 1998,
compared to the three months ended March 31, 1997. The decrease was mainly
attributable to license fee revenue of $3.5 million received from one customer
during the first quarter of 1997.

The Company derived approximately $7.4 million and $7.9 million or 44.0% and
52.5% of its total revenues, from customers outside of the United States for the
three months ended March 31, 1997 and 1998, respectively. The Company expects
that such revenues will continue to represent a significant percentage of its
total revenues in the future. Most of the Company's international license fees
and services revenue are denominated in foreign currencies. With respect to the
Company's sales that are US dollar-denominated, decreases in the value of
foreign currencies relative to the US dollar could make the Company's products
less price competitive.

License Fees

License fees include revenues from software license agreements entered into
between the Company and its customers with respect to both the Company's
products and third party products resold by the Company. License fees decreased
28.6% for the three months ended 


                                       11
<PAGE>

March 31, 1998, as compared to the three months ended March 31, 1997. The
decrease was attributable to a $3.5 million license contract in 1997 from one
customer which represented 62.2% of total license revenues during the quarter
ended March 31, 1997.

Services Revenue

Services revenue includes fees from software maintenance agreements, training,
installation and consulting services. Maintenance fees are billed separately and
are recognized ratably over the period of the maintenance agreement. Training,
installation and consulting service revenues are recognized as the services are
performed. Services revenue remained relatively flat for the three months ended
March 31, 1998, as compared to the three months ended March 31, 1997.

Cost of License Fees

Cost of license fees consists primarily of amortization of capitalized software
development costs, amounts paid to third parties with respect to products resold
by the Company in conjunction with licensing of the Company's products and, to a
lesser extent, the costs of documentation.

The dollar cost of license fees increased substantially during the quarter ended
March 31, 1998 as compared to the corresponding prior year period as more third
party products were resold by the Company during the quarter ended March 31,
1998.

Cost of Services

Cost of services consists primarily of personnel costs for training,
installation, consulting and customer support. These costs include training
third party service and support organizations for the Company's products.

For the three months ended March 31, 1998, cost of services as a percentage of
services revenue was 64.8% compared to 58.8% for the three months ended March
31, 1997, as certain consultants were transferred from billable revenue
engagements to non-billable quality assurance work to expedite Computron's
current 4.0 release.

Sales and Marketing

Sales and marketing expenses consist primarily of salaries, commission and
bonuses, as well as travel and promotional expenses.

Sales and marketing expenses decreased for the three months ended March 31, 1998
as compared to the three months ended March 31, 1997, primarily due to lower
commissions, as well as a decrease in personnel.

Research and Development

Research and development expenses consist primarily of engineering personnel
costs, costs of third party equipment and software for development purposes and
costs of outside consultants hired by the Company to assist its product
development efforts. Research and development expenses are generally charged to
operations as incurred. However, certain software development costs are
capitalized in accordance with Statement of Financial Accounting 


                                       12
<PAGE>

Standards No. 86. Such capitalized software development costs are generally
amortized over periods not exceeding three years.

Software research and development expenses increased from $2.4 million in the
first quarter of 1997 to $2.6 million in the first quarter of 1998 due to an
increase in personnel. The Company has not capitalized software development
costs in either 1997 or 1998. The rate of capitalization of software development
costs may fluctuate depending on the mix and stage of development of the
Company's product development and engineering projects.

General and Administrative

General and administrative expenses consist primarily of administrative,
executive and financial personnel costs, and outside professional fees. General
and administrative expenses represented 28.6% of total revenues for the three
months ended March 31, 1998, compared to 22.8% of total revenues for the three
months ended March 31, 1997. General and administrative expenses increased 12.4%
for the three months ended March 31, 1998, as compared to the three months ended
March 31, 1997, primarily due to increases in payroll and related costs due to
an increase in finance and general management personnel.

Quarterly Results

The Company has experienced, and may in the future continue to experience,
significant quarter to quarter fluctuations in results of operations and
revenues. Such fluctuations may result in volatility in the price of the
Company's Common Stock. Quarterly revenues and results of operations may
fluctuate as a result of a variety of factors, including the lengthy sales cycle
for the Company's products, the proportion of revenue attributable to license
fees versus services, the amount of revenue generated by resales of third party
software, changes in product mix, demand for the Company's products, the size
and timing of individual license transactions, the introduction of new products
and product enhancements by the Company or its competitors, changes in customer
budgets, competitive conditions in the industry and general economic conditions.
Further, the license of the Company's products generally involves a significant
commitment of capital, and may be delayed due to time-consuming authorization
procedures within an organization. For these and other reasons, the sales cycles
for the Company's products are typically lengthy and subject to a number of
significant risks over which the Company has little or no control, including
customers' budgetary constraints and internal authorization reviews. The Company
has historically operated with relatively little backlog, since its products are
generally shipped as orders are received. The Company has historically
recognized a substantial portion of its revenues in the last month of a quarter,
with these revenues frequently concentrated in the last week of the quarter.
License fees in any quarter are substantially dependent on orders booked and
shipped in the last month and last week of that quarter. Delays in the timing of
recognition of specific revenues may adversely and disproportionately affect the
Company's results of operations because a high percentage of the Company's
operating expenses are relatively fixed, and planned expenditures are based
primarily on sales forecasts and only a small percentage of the Company's
operating expenses vary with its revenues. Accordingly, the Company believes
that period to period comparisons of results of operations are not necessarily
meaningful and should not be relied upon as an indication of future results of
operations. There can be no assurance that the Company will be profitable in any
future quarter.

                                       13
<PAGE>

The Company's business has experienced and is expected to continue to experience
significant seasonality, due in part to customer buying patterns. These
fluctuations are caused primarily by customer budgeting and purchasing pattern,
and by the Company's sales commission policies which compensate sale personnel
on the basis of quarterly and annual performance quotas. The Company believes
this pattern may continue in the future.

Due to the foregoing factors, it is likely that in some future quarter the
Company's operating results will be below the expectations of public market
analysts and investors. Such an event would have a material adverse effect on
the price of the Company's Common Stock.

Liquidity and Capital Resources

At March 31, 1998, the Company had cash, cash equivalents, restricted cash and
short-term investments of $13.2 million and working capital of $1.9 million. As
of March 31, 1998, the Company signed a $10 million credit facility pursuant to
which they borrowed $5 million under a three year term loan. Borrowings under
the Agreement are secured by substantially all domestic assets of the Company
including a pledge of 65% of the stock of the Company's foreign subsidiaries.
The Company is required to comply with quarterly and annual financial statement
reporting requirements, as well as certain financial covenants. In addition, the
Company has a facility, with a separate financial institution, for $1.2 million
of outstanding letters of credit that mature on July 31, 1998.

The Company's operating activities provided (used) cash of $3.8 million and
($3.6) million for the three months ended March 31, 1997 and 1998, respectively.
Net cash used by operations in the three months ended March 31, 1998 was
comprised primarily of the net loss offset by an increase in deferred revenue.
Net cash provided by operations during the three months ended March 31, 1997 was
comprised of decreases in accounts receivable and restricted cash, offset by the
net loss and decreases in accounts payable and accrued expenses.

The Company's investing activities used cash of $0.5 million and $0.8 million
for the three months ended March 31, 1997 and 1998, respectively. The principal
uses during 1998 have been leasehold improvements and equipment purchases.

Cash provided (used) by financing activities was ($1.5) million and $5.0 million
during the three months ended March 31, 1997 and 1998, respectively and related
mainly to the issuance of long-term debt in 1998 and repayment of debt in 1997.

The Company has no significant capital commitments. The Company's aggregate
minimum operating lease payments for the remainder of 1998 and 1999 are expected
to be approximately $4.0 million. The Company expects that its operating cash
flow will be sufficient to fund the Company's working capital requirements
(including the Common Stock subject to repurchase as a result of the settlement
of the class action securities litigation) through 1998. However, the Company's
ability to achieve this result is affected by the extent of cash generated from
operations and the pace at which the Company utilizes its available resources.
Accordingly, the Company may in the future be required to seek additional
sources of financing including the issuance of debt and/or sale of equity
securities. No assurance can be given that any such additional sources of
financing or guarantees will be available on acceptable terms or at all.

Certain Factors That May Affect Future Results and Financial Condition and the
Market Price of Securities

The Company's future business, results of operations and financial condition are
also dependent on the Company's ability to successfully develop, manufacture,
market and support its products in order to meet customer demands. Inherent in
this process are a number of factors that the Company must carefully manage in
order to be successful. A discussion of certain of these factors is discussed
below.

                                       14
<PAGE>

History of Operating and Net Losses

The Company generated a net loss of $31.8 million for 1996 and $13.6 million for
1997, and reported a net loss for the first quarter of 1998 of $4.2 million. The
Company also incurred a net loss for each of the five years in the period ended
December 31, 1995. As of March 31, 1998, the Company had an accumulated deficit
of $67.2 million. There can be no assurance that the Company will be profitable
in the future.

Potential for Significant Fluctuations in Quarterly Operating Results;
Seasonality

The Company has experienced, and may in the future experience, significant
quarter to quarter fluctuations in revenues and results of operations. Such
fluctuations may result in volatility in the price of the Company's Common
Stock. Quarterly revenues and results of operations may fluctuate as a result of
a variety of factors, including the proportion of revenues attributable to
license fees versus services, the utilization of third parties to perform
services, the amount of revenue generated by resales of third party software,
changes in product mix, demand for the Company's products, the size and timing
of individual license transactions, the introduction of new products and product
enhancements by the Company or its competitors, changes in customer budgets,
competitive conditions in the industry and general economic conditions. Further,
the license of the Company's products generally involves a significant
commitment of capital by the customer and may be delayed due to time-consuming
authorization procedures within an organization. For these and other reasons,
the sales cycles for the Company's products are typically lengthy and subject to
a number of significant risks over which the Company has little or no control,
including customers' budgetary constraints and internal authorization reviews.
The Company has historically operated with little backlog, since its products
are generally shipped as orders are received. The Company has historically
recognized a substantial portion of its revenues in the last month of a quarter,
with these revenues frequently concentrated in the last week of the quarter.
License fees in any quarter are substantially dependent on orders booked and
shipped in the last month and last week of that quarter. Delays in the timing of
recognition of specific revenues may adversely and disproportionately affect the
Company's results of operations because a high percentage of the Company's
operating expenses are relatively fixed, planned expenditures are based
primarily on sales forecasts and only a small percentage of the Company's
operating expenses vary with its revenues. Accordingly, the Company believes
that period to period comparisons of results of operations are not necessarily
meaningful and should not be relied upon as an indication of future results of
operations. There can be no assurance that the Company will be profitable in any
future quarter.

The Company's business has experienced and is expected to continue to experience
significant seasonality, due in part to customer buying patterns. These
fluctuations are caused primarily by customer budgeting and purchasing patterns,
and by the Company's sales commission policies which generally compensate sales
personnel on the basis of quarterly and annual performance quotas. The Company
believes this pattern may continue in the future.

Due to the foregoing factors, the Company's operating results may be below the
expectations of public market analysts and investors, in some future quarter .
Such an event may have a material adverse effect on the price of the Company's
Common Stock. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations."


                                       15
<PAGE>

Litigation

During 1996, the Company and certain of its current and former officers and
directors were named as defendants in six civil suits filed as class actions on
behalf of individuals claiming to have purchased Computron Common Stock during
the time period from August 24, 1995, through January 27, 1997. The suits were
filed in the United States District Court for the District of New Jersey and
have been consolidated by court order into one suit captioned In re Computron
Software, Inc. Securities Litigation, Master File No-96-1911 (AJL). See "Item 3.
Legal Proceedings".

On March 6, 1998, the District Court issued a final order approving the
settlement of this class action securities litigation. See Footnote 3 to the
Consolidated Interim Financial Statements.

Historically, the Company has been involved in other disputes and/or litigation
encountered in its normal course of business. The Company believes that the
ultimate outcome of these proceedings will not have a material adverse effect on
the Company's business, financial condition and results of operations or cash
flows.

Management Changes

The Company experienced significant turnover of executive management during 1996
and early 1997. In February 1997, the Company added a number of key officers,
including its President and Chief Executive Officer and its Executive Vice
President and Chief Financial Officer, and later in 1997 added its Senior Vice
President of Operations and Senior Vice President of Sales and Marketing.
Failure to attract and maintain key management and employee personnel could have
material adverse effects on the quality of the Company's products, and the
Company's business and financial condition and results of operations.

Intense Competition

The financial applications and business software market is intensely competitive
and rapidly changing. A number of companies offer products similar to the
Company's products and target the same customers as the Company. The Company
believes its ability to compete depends upon many factors within and outside its
control, including the timing and market acceptance of new products and
enhancements developed by the Company and its competitors, product
functionality, performance, price, reliability, customer service and support,
sales and marketing efforts and product distribution. The primary competition
for Computron Financials is the financial applications software offered by
Oracle Corporation, PeopleSoft, Inc. and SAP AG. The principal competitors for
the Company's Computron Workflow and Computron COOL software are Eastman Kodak
Company ("Kodak"), which acquired the software division of Wang Laboratories,
Inc. ("Wang"), and FileNet Corporation. The principal competitors for the
Company's Computron Yorvik(TM) software are Project Software Development, Inc.
(PSDI), Indus International, Inc. (Indus) and others. The Company has an
agreement with Kodak pursuant to which Kodak has the right to license Computron
COOL software to third parties under its own private label and modify such
software. Most of the Company's competitors are substantially larger than the
Company and have significantly greater financial, technical, and marketing
resources, and extensive direct and indirect channels of distribution. As a
result, they 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 their


                                       16
<PAGE>

products than the Company. The Company's products also compete with products
offered by other vendors, and with proprietary software developed by third-party
professional service organizations and management information systems
departments of potential customers. Due to the relatively low barriers to entry
in the software market, the Company expects additional competition from other
established and emerging companies as the client/server applications software
market continues to develop and expand. The Company also expects that
competition will increase as a result of software industry consolidations. 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 the needs of the Company's prospective
customers. Accordingly, it is possible that new competitors or alliances among
competitors may emerge and rapidly acquire significant market share. Increased
competition is likely to result in price reductions, reduced gross margins and
loss of market share, any of which would have a material adverse effect on the
Company's business, results of operations and financial condition. There can be
no assurance that the Company will be able to compete successfully against
current or future competitors or that competitive pressures will not have a
material adverse effect on the Company's business, results of operations and
financial condition. See "Business--Competition", in the Company's 1997 Annual
Report of Form 10-K.

Dependence on Principal Products

Substantially all of the Company's revenues are derived from the licensing of
Computron Financials, Computron Workflow, Computron COOL, Computron Yorvik and
fees from related services. These products and services are expected to continue
to account for substantially all of the Company's revenues for the foreseeable
future. Accordingly, the Company's future results of operations will depend, in
part, on achieving broader market acceptance of these products and services, as
well as the Company's ability to continue to enhance these products and services
to meet the evolving needs of its customers. A reduction in demand or increase
in competition in the market for financial applications or business software, or
decline in sales of such products and services, could have a material adverse
effect on the Company's business, results of operations and financial condition.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and, in the Company's Annual Report on Form 10-K,
"Business--Products", in the Company's 1997 Annual Report of Form 10-K.

New Products and Rapid Technological Change; Risk of Product Defects,
Development Delays and Lack of Market Acceptance

The financial applications and business software market is characterized by
rapid technological change, changes in customer requirements, frequent new
product introductions and enhancements and emerging industry standards. Such
changes may or may not affect the Company's software performance, customization,
reporting functionality, or other business objectives, and may or may not render
the Company incapable of meeting future customer software demands. The
introduction of products embodying new technologies and emergence of new
industry standards can render existing products obsolete and unmarketable.
Accordingly, the life cycles of the Company's products are difficult to
estimate. The Company's future success will depend in part upon its ability to
enhance its current products and to develop and introduce new products that
respond to evolving customer requirements and keep pace with technological
development and emerging industry standards, such as new operating systems,
hardware platforms, interfaces and third party applications software. There can
be no assurance that the Company will be successful in developing and marketing
product enhancements or new products


                                       17
<PAGE>

that respond to technological change, changes in customer requirements, or
emerging industry standards, that the Company will not experience difficulties
that could delay or prevent the successful development, introduction and
marketing of such products and enhancements, or that any new products or
enhancements that it may introduce will achieve market acceptance. The inability
of the Company, for technological or other reasons, to develop and introduce new
products or enhancements in a timely manner in response to changing customer
requirements, technological change or emerging industry standards, would have a
material adverse effect on the Company's business, results of operations and
financial condition.

Software products as complex as those offered by the Company often encounter
development delays and may contain undetected errors or failures when introduced
or when new versions are released. Such delays, errors or failures create a risk
that the software will not meet its stated functionality and could cause the
Company's future operating results to fall short of the published expectations
of certain public market financial analysts. From time to time, the Company
ports its products to various, new platforms, though no assurance can be given
concerning the successful development of the Company's software products on
these additional platforms or the performance characteristics of its
applications. In addition, the Company and its products and technologies rely
upon third-party products from hardware vendors, software vendors, RDBMS
vendors, tools vendors, reporting products, etc. Such dependencies may or may
not affect the Company's ability in the future to provide continued availability
and/or support for all Computron products. The Company has in the past
experienced delays in the development of software by third parties which
software is being licensed to and implemented by customers who are
simultaneously licensing and implementing the Company's products. Those delays
have resulted in delays in the development and shipment of the Company's
products. There can be no assurance that, despite testing by the Company and by
current and potential customers, errors will not be found in new products or
enhancements after commencement of commercial shipments, or that the Company
will not experience development delays, resulting in loss of or delay in market
acceptance of a new product or enhancement, which could have a material adverse
effect on the Company's business, results of operations and financial condition.
See "Business--Product Development," in the Company's 1997 Annual Report on Form
10-K

Dependence on Proprietary Rights; Risks of Infringement

The Company's success is heavily dependent upon its proprietary technology. The
Company regards its software as proprietary, and relies primarily on a
combination of contractual provisions and trade secrets, copyright and trademark
law to protect its proprietary rights. The Company has no patents or patent
applications pending, and existing trade secrets and copyright laws afford only
limited protection. 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 while 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. The Company makes source code available to certain of its customers
which may increase the likelihood of misappropriation or other misuse of the
Company's software. In addition, the laws of some foreign countries do not
protect the Company's proprietary rights to the same extent as do the laws of
the United States. There can be no assurance that the steps taken by the Company
to protect its proprietary rights will be adequate or that the Company's

                                       18
<PAGE>

competitors will not independently develop technologies that are substantially
equivalent or superior to the Company's technologies.

The Company has obtained a Federal registration for its trademark "Computron",
and its application for a Federal registration for its trademark "Yorvik" is
pending in the United States. In addition the Company has certain U.S. common
law rights, and rights under foreign laws in relation to its trademarks, service
marks and product names. Although the Company believes that the trademarks and
service marks it uses are distinct, there can be no assurance that the Company
will be able to register or protect such trademarks and service marks.

The Company does not believe that any of its products, trademarks or other
proprietary rights infringe the proprietary rights of third parties. However,
there can be no assurance that third parties will not assert infringement claims
against the Company in the future with respect to current or future products. As
the number of software products in the industry increases and the functionality
of these products further overlap, the Company believes that software developers
may become increasingly subject to infringement claims. Any such claims, with or
without merit, can be time consuming and expensive to defend, cause product
shipment delays or require the Company to enter into royalty or licensing
agreements. Such royalty and license agreements, if required, may not be
available on terms acceptable to the Company, or at all, which could have a
material adverse effect on the Company's business, results of operations and
financial condition. See "Business--Intellectual Property," in the Company's
1997 Annual Report on Form 10-K

Security Risks

      The Company's products provide security features designed to protect its
users' data from unauthorized retrieval or modification. Its built in security
features utilize the capabilities of its own applications, the client operating
system software, as well as the security features contained in the RDBMS
platforms on which the applications run. Computron's systems add additional
capabilities to those provided by the underlying security systems. Though the
Company is not aware of any violations of its application security architecture
within its installed base, and its security features are subject to constant
review and enhancement, no assurances can be given concerning the successful
implementation of security features and their effectiveness within a customer's
operating environment. In the event of an actual security breach, there may be a
material adverse effect on the Company's business, results of operations, and
financial condition.

Risks Associated with International Operations

The Company derived approximately $14.2 million, $21.3 million and $29.4 million
or 26.9%, 39.2% and 43.4% of its total revenues, from customers outside of the
United States in 1995, 1996, and 1997, respectively. The Company derived
approximately $7.4 million and $7.9 million or 44% and 52.5% of its total
revenues from customers outside the United States for the quarters ended March
31, 1997 and 1998, respectively. The Company expects that such revenues will
continue to represent a significant percentage of its total revenues in the
future. The Company believes that its continued growth and profitability will
require expansion of its sales in international markets. There can be no
assurance, however, that the Company will be able to maintain or increase
international market demand for its products and services. Most of the Company's
international license fees and services revenue are denominated in foreign

                                       19
<PAGE>

currencies. The Company does not currently hedge its foreign exchange exposure.
With respect to the Company's sales that are U.S. dollar-denominated, decreases
in the value of foreign currencies relative to the U.S. dollar could make the
Company's products less price competitive. Additional risks inherent in the
Company's international business activities generally include unexpected changes
in regulatory requirements, tariffs and other trade barriers, costs of
localizing products for foreign countries, lack of acceptance of localized
products in foreign markets, longer accounts receivable payment cycles,
difficulties in managing international operations, potentially adverse tax
consequences, restrictions on repatriation of earnings, reduced legal protection
of the Company's intellectual property, and the burdens of complying with a wide
variety of foreign laws. There can be no assurance that such factors will not
have a material adverse effect on the Company's future international revenues
and, consequently, on the Company's business, results of operations and
financial condition. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations."

Expansion of Indirect Channels

An integral part of the Company's strategy is to expand indirect marketing
channels using systems integrators and to increase the proportion of the
Company's customers licensed through such indirect channels. The Company is
currently investing, and intends to continue to invest, significant resources to
develop indirect marketing channels. There can be no assurance that the Company
will be able to attract and maintain relationships with systems integrators that
will be able to market the Company's products effectively and will be qualified
to provide timely and cost-effective customer support and service. The Company's
agreements with such third parties are generally not exclusive and many of those
third parties also market competitive products. In many cases, these agreements
may be terminated by either party at any time without cause. The inability to
attract and retain systems integrators could have a material adverse effect on
the Company's business, results of operations and financial condition. See
"Business--Sales and Marketing" and "Strategic Alliances, " in the Company's
1997 Annual Report on Form 10-K.

Reliance on Certain Relationships

The Company relies on relationships with a number of consultants, systems
integrators and software and hardware vendors to enhance its product development
and marketing and sales efforts, to implement the Company's software products
and to support its customers. These relationships, many of which are not the
subject of formal written agreements, provide marketing and sales leads to the
Company's direct sales force, assistance in the Company's product development
process and assistance in the service and implementation of the Company's
products. There can be no assurance that these companies, most of which have
significantly greater financial and marketing resources than the Company, will
not develop or market software products which compete with the Company's
products in the future or will not otherwise discontinue their relationships
with or support of the Company. The failure by the Company to maintain its
existing relationships, or to establish new relationships in the future, because
of a divergence of interests, acquisition of one or more of these third parties
or other reason, could have a material adverse effect on the Company's business,
product development, results of operations, and financial condition.

The Company also licenses software from third parties which is incorporated into
its products. These licenses expire from time to time. In addition, the Company
generally does not have access to source code for the software supplied by these
third


                                       20
<PAGE>

parties. Certain of these third parties are small companies that do not have
extensive financial and technical resources. If any of these relationships were
terminated or if any of these third parties were to cease doing business or
terminate the support of these products, the Company may be forced to expend
significant time and development resources to try to replace the licensed
software. Such an event would have a material adverse effect upon the Company's
business, results of operations and financial condition. See
"Business--Strategic Alliances," and "Intellectual Property," in the Company's
1997 Annual Report on Form 10-K.

Control by Existing Stockholders

The Company's executive officers, directors and affiliates together beneficially
own approximately 58% of the outstanding shares of Common Stock as of March 6,
1998. As a result, these stockholders are able to exercise control over matters
requiring stockholder approval, including the election of directors, and
mergers, consolidations and sales of all or substantially all of the assets of
the Company. This may prevent or discourage tender offers for the Company's
Common Stock unless the terms are approved by such stockholders.

Reliance on Key Personnel

The Company's future success will depend to a significant extent upon a number
of key management and technical personnel. The loss of the services of one or
more key employees could have a material adverse effect on the Company's
business. The Company is a party to employment agreements with certain key
personnel. In addition, the Company is the beneficiary of key-person life
insurance on the lives of certain key personnel. The Company believes that its
future success will also depend in large part upon its ability to attract and
retain highly skilled technical, management, sales and marketing personnel.
Competition for such personnel is intense, and the services of qualified
personnel are difficult to obtain and replace. There can be no assurance that
the Company will be successful in attracting and retaining the personnel
necessary to develop, market, service and support its products and conduct its
operations successfully. The inability of the Company to attract, hire,
assimilate and retain such personnel, or to increase revenues at a rate
sufficient to absorb the resulting increased expenses, would have a material
adverse effect on the Company's business, results of operations and financial
condition.

Possible Volatility of Stock Price

The trading price of the Company's Common Stock has been, and, in the future
could be, subject to significant fluctuations in response to variations in
quarterly operating results, the gain or loss of significant contracts, changes
in earning estimates by analysts, announcements of technological innovations or
new products by the Company or its competitors, general conditions in the
software and computer industries and other events or factors. In addition, the
stock market in general has experienced extreme price and volume fluctuations
which have affected the market price from many companies in industries similar
or related to that of the Company and which have been unrelated to the operating
performance of such companies. These market fluctuations may adversely affect
the market price of the Company's Common Stock.

Anti-Takeover Effect of Certain Charter and By-Law Provisions and Delaware Law


                                       21
<PAGE>

The Company's Fourth Amended and Restated Certificate of Incorporation
authorizes the Board of Directors to issue, without stockholder approval,
5,000,000 shares of Preferred Stock with voting, conversion and other rights and
preferences that could materially and adversely affect the voting power or other
rights of the holders of Common Stock. Although the Company has no current plans
to issue any shares of Preferred Stock, the issuance of Preferred Stock or of
rights to purchase Preferred Stock could be used to discourage an unsolicited
acquisition proposal. In addition, the possible issuance of Preferred Stock
could discourage a proxy contest, make more difficult the acquisition of a
substantial block of the Company's Common Stock or limit the price that
investors might be willing to pay in the future for shares of the Company's
Common Stock. Certain provisions of the Company's by-laws and of Delaware law
applicable to the Company could delay or make more difficult a merger, tender
offer or proxy contest involving the Company.

       

                                       22
<PAGE>

                            COMPUTRON SOFTWARE, INC.
                                     Part II
                                Other Information

Item 1. Legal Proceedings

On March 6, 1998 the District Court issued a final order approving a settlement
in the class action securities litigation, In re Computron Software, Inc.
Securities Litigation, Master File No. 96-1911 (AJL), brought against the
Company and certain of its present and former officers and directors in the
United States District Court for the District of New Jersey.

The overall settlement includes consideration totaling $15 million for the
benefit of class members, including consideration of $6 million from the
Company, and payments from certain of its present and former officers and
directors, its former auditors, and the insurance companies that provided
Computron with directors and officers liability insurance. In return for the
payments by the insurance companies, the settlement also resolves a separate
lawsuit brought by the Company against the insurance companies. As its share of
the settlement, the Company has paid $1 million in cash, and will issue 1
million shares of Common Stock of the Company.

Class members will receive a non-transferable right to resell the stock received
in the settlement to a business trust formed by the Company at a price of $5.00
per share. The trust was capitalized by a contribution of $5 million by the
Company in March of 1998, which will be used to pay the claims of any class
members who receive stock in the settlement and exercise their right to resell
such stock to the trust according to the terms of the Stipulation of Settlement.
The exercise period during which class members may resell these shares to the
trust will be December 1, 1998 to December 21, 1998, or a later period if all
necessary court proceedings have not been completed by November 1, 1998. The
resale right will expire at the end of the exercise period, or earlier, as to
any shares issued in the settlement that are sold by class members prior to the
final day of the exercise period. The resale right will also expire earlier than
the exercise period if the closing price of Computron's Common Stock is higher
than $5.00 per share for 20 consecutive trading days. The company recorded a
charge to operations of $6 million during the quarter ended September 30, 1997,
reflecting the Company's share of the settlement costs, excluding legal fees.

Historically, the Company has been involved in other disputes and/or litigation
encountered in its normal course of business. The Company believes that the
ultimate outcome of these proceedings will not have a material adverse effect on
the Company's business, financial condition and results of operations or cash
flows.

Item 6. Exhibits and Reports on Form 8-K

      a) Exhibits

            Exhibit 10.26 - Loan and Security Agreement with Foothill Capital
            Corporation dated March 31, 1998

            Exhibit 27 - Financial Data Schedule (Edgar filing only).

      b) Reports on Form 8-K

            In the first quarter of 1998, the Company filed one Report on Form
            8-K, dated January 8, 1998, reporting on Item 9, Sales of Equity
            Securities Pursuant to Regulation S.


                                       23
<PAGE>

                            COMPUTRON SOFTWARE, INC.

                                    SIGNATURE

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

                                     COMPUTRON SOFTWARE, INC.

Date: May 14, 1998                   By: /s/ Michael R. Jorgensen
                                         ---------------------------------
                                          Michael R. Jorgensen
                                          Executive Vice President, Chief
                                          Financial Officer, Treasurer and
                                          Secretary (Principal Financial and
                                          Accounting Officer)


                                       24