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 September 30, 1999          Commission File Number 0-26358

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

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

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

                                 (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 October 28, 1999

                 Class                        Number of Shares Outstanding
-----------------------------------------     ----------------------------
Common Stock, par value $0.01 per share                23,913,557
<PAGE>

                            COMPUTRON SOFTWARE, INC.

                                      INDEX

                                                                           Page
PART I      FINANCIAL INFORMATION                                         Number

            Item 1. Financial Statements

                    Consolidated Balance Sheets
                      December 31, 1998 and September 30, 1999
                      (unaudited) .......................................    3
                    Consolidated Statements of Operations (unaudited)
                      Three and nine months ended September 30, 1998
                      and 1999 ..........................................    4
                    Consolidated Statements of Comprehensive Loss
                      (unaudited)
                      Three and nine months ended September 30, 1998
                      and 1999 ..........................................    5
                    Consolidated Statements of Cash Flows (unaudited)
                      Nine months ended September 30, 1998 and 1999 .....    6
                    Notes to Consolidated Interim Financial Statements ..    7

            Item 2. Management's Discussion and Analysis of Financial
                      Condition and Results of Operations ...............   11

            Item 3. Quantitative and Qualitative Disclosures About
                      Market Risk .......................................   17

PART II     OTHER INFORMATION

            Item 1. Legal Proceedings ...................................   25

            Item 6. Exhibits and Reports on Form 8-K ....................   25

SIGNATURES

            Signatures ...................................................  26


                                       2
<PAGE>

                            COMPUTRON SOFTWARE, INC.
                           CONSOLIDATED BALANCE SHEETS
                                 (In thousands)

                                                      December 31, September 30,
                                                          1998         1999
                                                      ------------ -------------
                     ASSETS                                         (Unaudited)
Current assets:
  Cash and cash equivalents                             $  4,009     $  1,505
  Restricted cash                                          4,856          299
  Accounts receivable, net of allowance for doubtful
      accounts of $2,192 and $1,488 at December 31,
      1998 and September 30, 1999, respectively           11,172       10,354
  Prepaid expenses and other current assets                2,309        1,607
                                                        --------     --------
      Total current assets                                22,346       13,765
                                                        --------     --------
Equipment and leasehold improvements, at cost:
  Computer and office equipment                           12,641       11,779
  Furniture and fixtures                                   1,510        1,312
  Leasehold improvements                                     976        1,085
                                                        --------     --------
                                                          15,127       14,176
  Less--accumulated depreciation and amortization         11,957       11,848
                                                        --------     --------
                                                           3,170        2,328
                                                        --------     --------

Capitalized software development costs, net of
  accumulated amortization  of $4,439 and $4,859 at
  December 31, 1998 and September 30, 1999, respectively   1,024        1,654
Goodwill, net of accumulated amortization of $1,607
at December 31, 1998                                       1,291           --
Other assets                                                 686          633
                                                        --------     --------
                                                        $ 28,517     $ 18,380
                                                        ========     ========

        LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
  Current portion of long-term debt and capital lease
      obligations                                       $  1,685     $  1,670
  Short term borrowings                                       --        1,304
  Accounts payable                                         4,513        4,065
  Accrued expenses                                         8,503        7,459
  Due to shareholders                                      4,404           --
  Deferred revenue                                         9,558        8,401
                                                        --------     --------
      Total current liabilities                           28,663       22,899
                                                        --------     --------
Long-term liabilities:
Long-term debt and capital lease obligations, net of
      current portion                                      2,229          977
                                                        --------     --------
Commitments and contingencies Stockholders' deficit:
    Preferred stock, $.01 par value, authorized 5,000
      shares, no shares issued and outstanding                --           --
    Common stock, $.01 par value, authorized 50,000
      shares; 23,913 shares and 23,914 shares issued
      and outstanding at December 31, 1998 and
      September 30, 1999, respectively                       239          239
    Additional paid-in capital                            70,122       70,122
    Accumulated deficit                                  (72,059)     (75,224)
    Accumulated other comprehensive loss                    (677)        (633)
                                                        --------     --------
      Total stockholders' deficit                         (2,375)      (5,496)
                                                        --------     --------
                                                        $ 28,517     $ 18,380
                                                        ========     ========

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)

<TABLE>
<CAPTION>
                                               Three Months Ended       Nine Months Ended
                                                  September 30,           September 30,
                                              --------------------    --------------------
                                                1998        1999        1998        1999
                                              --------    --------    --------    --------
<S>                                           <C>         <C>         <C>         <C>
Revenues:
   License fees                               $  3,233    $  1,160    $ 10,612    $  7,009
   Services                                     12,922      11,063      35,386      36,390
                                              --------    --------    --------    --------
     Total revenues                             16,155      12,223      45,998      43,399
                                              --------    --------    --------    --------

Operating expenses:
   Cost of license fees                            705         310       2,515       1,526
   Cost of services                              6,909       5,793      21,725      19,354
   Sales and marketing                           3,039       2,547      11,601       8,920
   Research and development                      2,409       1,806       7,966       5,915
   General and administrative                    2,948       2,749      10,213       9,618
   Goodwill impairment                              --         573          --         573
   Restructuring costs                              --          --       1,311          --
                                              --------    --------    --------    --------
     Total operating expenses                   16,010      13,778      55,331      45,906
                                              --------    --------    --------    --------
Operating income (loss)                            145      (1,555)     (9,333)     (2,507)
                                              --------    --------    --------    --------
Other income (expense):
   Costs related to class action litigation         --          --         (40)         --
   Loss on sale of subsidiary                       --          --          --        (261)
   Interest income                                 109          14         368          71
   Interest expense                               (150)       (110)       (307)       (326)
   Other expense                                   (52)        (71)        (74)       (142)
                                              --------    --------    --------    --------
     Other expense, net                            (93)       (167)        (53)       (658)
                                              --------    --------    --------    --------
Net income (loss)                             $     52    $ (1,722)   $ (9,386)   $ (3,165)
                                              ========    ========    ========    ========

Basic and diluted income (loss)
   per common share                           $     --    $  (0.07)   $  (0.39)   $  (0.13)
                                              ========    ========    ========    ========

Weighted average basic and diluted
   common shares outstanding                    23,791      23,914      23,788      23,914
                                              ========    ========    ========    ========
</TABLE>

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


                                       4
<PAGE>

                            COMPUTRON SOFTWARE, INC.
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
                                 (In thousands)
                                  (Unaudited)

<TABLE>
<CAPTION>
                                          Three Months Ended    Nine Months Ended
                                          ------------------    ------------------
                                             September 30,         September 30,
                                          ------------------    ------------------
                                            1998       1999       1998       1999
                                          -------    -------    -------    -------
<S>                                       <C>        <C>        <C>        <C>
Net income (loss)                         $    52    $(1,722)   $(9,386)   $(3,165)
Foreign currency translation adjustment       (67)      (110)      (153)        44
                                          -------    -------    -------    -------
    Comprehensive loss                    $   (15)   $(1,832)   $(9,539)   $(3,121)
                                          =======    =======    =======    =======
</TABLE>

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


                                       5
<PAGE>

                            COMPUTRON SOFTWARE, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                      Nine Months Ended
                                                                        September 30,
                                                                     ------------------
                                                                       1998       1999
                                                                     -------    -------
<S>                                                                  <C>        <C>
Cash flows from operating activities:
Net loss                                                             $(9,386)   $(3,165)
Adjustments to reconcile net loss to net
    cash flows used in operating activities -
          Depreciation and amortization                                2,768      2,112
          Goodwill impairment                                             --        573
          Provision for doubtful accounts                                 --        172
          Loss on sale of subsidiary                                      --        261
Changes in current assets and liabilities, net of divestiture
          Restricted cash                                                675      4,307
          Accounts receivable                                         (1,320)       (44)
          Prepaid expenses and other current assets                      (37)       629
          Accounts payable and accrued expenses                         (785)      (845)
          Due to shareholders                                             --     (4,404)
          Deferred revenue                                                88     (1,115)
                                                                     -------    -------
Net cash flows used in operating activities                           (7,997)    (1,519)
                                                                     -------    -------

Cash flows from investing activities:
          Other assets                                                   376         15
          Net proceeds from sale of subsidiary                            --      1,191
          Capitalized software development costs                          --     (1,050)
          Purchase of equipment and leasehold improvements            (1,610)      (634)
          Short-term investments                                         193         --
                                                                     -------    -------
Net cash flows used in investing activities                           (1,041)      (478)
                                                                     -------    -------

Cash flows from financing activities:
          Proceeds from exercise of stock options                         23         --
          Proceeds from long term debt                                 5,000         --
          Net borrowings from revolving line of credit                    --      1,304
          Payments of long term debt and capital lease obligations      (753)    (1,268)
                                                                     -------    -------
Net cash flows provided by financing activities                        4,270         36
                                                                     -------    -------
Foreign currency exchange rate effects                                  (171)      (543)
                                                                     -------    -------
Net decrease in cash and cash equivalents                             (4,939)    (2,504)
Cash and cash equivalents, beginning of period                         6,280      4,009
                                                                     -------    -------
Cash and cash equivalents, end of period                             $ 1,341    $ 1,505
                                                                     =======    =======

Supplemental disclosures of cash flow information:
          Cash paid during the period for -
                  Interest                                           $   262    $   267
                                                                     =======    =======
                  Income taxes                                       $    40    $    36
                                                                     =======    =======
</TABLE>

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


                                       6
<PAGE>

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

(1) OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

The Company designs, develops, markets and supports client/server financial,
workflow, plant maintenance and archival data management software solutions to
manage mission-critical applications in large organizations operating across a
broad range of industries worldwide.

Basis of Presentation:

The accompanying consolidated financial statements include the accounts of
Computron Software, Inc. and its wholly owned foreign subsidiaries located in
Australia, Canada, France, Germany (through May 31, 1999), Poland, Singapore,
South Africa and the United Kingdom (collectively, the "Company"). The unaudited
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 consolidated
financial statements.

These consolidated financial statements should be read in conjunction with the
consolidated financial statements and related notes included in the Company's
1998 Annual Report on Form 10-K filed with the Securities and Exchange
Commission.

The results of operations for the three and nine months ended September 30,
1999, are not necessarily indicative of results to be expected for any future
periods.

(a) Revenue Recognition

The Company recognizes revenue in accordance with Statement of Position 97-2
"Software Revenue Recognition" ("SOP 97-2"). Revenue from non-cancelable
software licenses is recognized when the license agreement has been signed,
delivery has occurred, the fee is fixed or determinable and collectibility is
probable. Post contract support (maintenance) 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, pursuant to a
professional services agreement. When the Company enters into a license
agreement requiring development or significant customization of the software
products, the Company recognizes revenue relating to the agreement using
contract accounting. Anticipated losses, if any, are charged to operations in
the period such losses are determined.

(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.


                                       7
<PAGE>

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

(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. The
Agreement contains a revolving line of credit and a term loan. The term loan
provided for $5 million available in one drawdown which the Company borrowed on
the closing date. The term loan bears interest at prime rate (8.25% at September
30, 1999) plus 1.5%, and is repayable in 36 monthly installments beginning May
1, 1998. Under the revolving line of credit the Company currently has available
the lesser of $5 million or 85% of eligible receivables, as defined. Such
available amount is reduced further by a $0.6 million letter of credit
outstanding at September 30, 1999. The available amount under the revolving line
of credit at September 30, 1999, net of outstanding borrowings, was
approximately $0.5 million.

Borrowings under the revolving line of credit bear interest at prime rate 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 restrictive covenants. The Company
was in compliance with the covenants as of September 30, 1999.

Effective March 8, 1999, the Company amended the Agreement ("Amended Agreement")
in order to increase amounts available under the term loan portion of the
facility by the lesser of $1 million or eligible maintenance revenue, as
defined, through September, 2001, to extend the termination date of the credit
facility to March 31, 2002, and to establish financial restrictive covenants for
1999.

Additional amounts under the Amended Agreement are available in as many as two
one-time borrowings of $500, and are subject to the limitation that the total
outstanding balance of term loans under the credit line may not exceed 50% of
eligible maintenance revenues through March 2000, 40% of eligible maintenance
revenues from April 1, 2000 through March 31, 2001, and 30% of eligible
maintenance revenues from April 1, 2001 to September 30, 2001. Additional term
loans borrowed are repayable in equal monthly principal installments from the
date of borrowing to March 31, 2002. As of September 30, 1999, the amount
available under the term loan portion of the facility was approximately $1.0
million.

(3) CONTINGENCIES

On March 6, 1998, the District Court issued a final order approving the
settlement of the class action securities litigation. The overall settlement
included consideration totaling $15 million for the benefit of class members,
including $6 million of 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 resolved a separate lawsuit brought by the Company against the
insurance companies. As its share of the settlement, the Company paid $1 million
in cash, and issued one million shares of Common Stock of the Company
("Settlement Stock"). 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. The class members received a
non-transferable right to resell the Settlement Stock to a business trust formed
by the Company at a price of


                                       8
<PAGE>

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

$5.00 per share during a period from December 1, 1998 to December 21, 1998 (the
"Put Period"). The trust was capitalized by a contribution of $5 million in cash
by the Company in March 1998. During the Put Period, class members exercised the
put with respect to 881 shares of Settlement Stock. The right to put the
remaining shares of Settlement Stock automatically expired as of midnight on
December 21, 1998. Pursuant to the terms of the stipulation of settlement, the
Company paid $4,404 during January 1999 in satisfaction of the timely claims
made under the put, and returned to the Company the remaining balance of the
trust. Shares of Settlement Stock that were not timely put according to the
terms of the settlement remain freely transferable.

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, consolidated financial condition, results of operations
or cash flows.

(4) Comprehensive Income (Loss)

Effective January 1, 1998 the Company adopted Statement of Financial Accounting
Standards (SFAS) No. 130, "Reporting Comprehensive Income," a new accounting
rule on reporting comprehensive income (loss). SFAS No. 130 requires reporting
of comprehensive income (loss), which includes net income (loss) and all other
non-owner changes in equity (deficit) during a period.

(5) Basic and Diluted Net Loss Per Common Share

Basic and diluted net loss per common share is presented in accordance with SFAS
No. 128, "Earnings Per Share" ("SFAS No. 128"). Basic 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 the same as basic net
loss per common share since the effect of stock options, warrants and
contingently issuable shares in connection with the December 1997 private
placement of common stock and the Settlement Stock, as defined in Note 3, is
anti-dilutive for all periods presented.

(6) GOODWILL IMPAIRMENT

Pursuant to SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of," the Company evaluated the
recoverability of goodwill and determined that due to the decline in legacy
product services revenue in the France operations and the inability for those
operations to generate any license revenue from products developed in the U.S.,
the undiscounted expected future cash flows will be insufficient to recover the
carrying amount of goodwill.

Accordingly, in the third quarter of 1999, the Company recorded a charge of
$573, or $0.02 per diluted common share, for the impairment of goodwill related
to the 1996 purchase of operations in France. Yearly amortization of such
goodwill was approximately $385.


                                       9
<PAGE>

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

(7) SALE OF SUBSIDIARY

On June 1, 1999, the Company sold its wholly-owned subsidiary located in Germany
for gross proceeds totaling $1,350. The Company recorded a loss of $261 or $0.01
per share.

The following table sets forth significant financial data of the German
subsidiary for comparison purposes. The 1999 amounts include results through May
31, 1999.

<TABLE>
<CAPTION>
                               Three Months Ended              Nine Months Ended
                         -----------------------------   -----------------------------
                         September 30,   September 30,   September 30,   September 30,
                             1998            1999            1998            1999
                         -------------   -------------   -------------   -------------
<S>                         <C>             <C>             <C>             <C>
Revenues:
   License fees             $  299          $   --          $2,079          $  438
   Services                    835              --           2,444           1,472
                            ------          ------          ------          ------
                             1,134              --           4,523           1,9
                            ------          ------          ------          ------

Total operating expenses     1,373              --           4,873           2,009
                            ------          ------          ------          ------
Operating loss                (239)             --            (350)            (99)
   Other income, net            (9)             --             (15)            (16)
                            ------          ------          ------          ------
Net loss                    $ (248)         $   --          $ (335)         $  (83)
                            ======          ======          ======          ======
</TABLE>


                                       10
<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 1998 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 products, 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.

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

On June 1, 1999, the Company sold its wholly-owned subsidiary located in Essen,
Germany.

The Company's revenues are derived from license fees and services. Revenue from
non-cancelable software licenses is recognized when the license agreement has
been signed, delivery has occurred, the fee is fixed or determinable and
collectibility is probable. Revenues for consulting and implementation services,
including training, are recognized upon performance of the services. When the
Company enters into a license agreement requiring development or significant
customization of the software products, the Company recognizes revenue relating
to the agreement using contract accounting. 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


                                       11
<PAGE>

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
customers' budgets, competitive conditions in the industry and general economic
conditions. For a description of certain factors which may affect the Company's
operating results, see "Potential for Significant Fluctuations in Operating
Results; Seasonality."

The Company incurred net losses of $31.8 million for 1996, $13.6 million for
1997 and $9.0 million for 1998, and reported a net loss of $3.2 million for the
nine months ended September 30, 1999. As of September 30, 1999 the Company had
an accumulated deficit of $75.2 million. There can be no assurance that the
Company will be profitable in the future or will generate positive cash flows
from operating activities.

Restructuring Costs

During its fiscal second quarter of 1998, the Company committed itself to a plan
whereby it eliminated 32 positions in the United States, which were rendered
redundant through a reengineering process, and eliminated 16 positions from the
France operations, which were servicing legacy products. Of the 48 positions
eliminated, all were terminated prior to December 31, 1998 except as follows:
six people resigned prior to being terminated and one position was terminated
subsequent to December 31, 1998. Accordingly, the Company recorded a net charge
to operations in 1998 totaling approximately $1.0 million ($1.3 million in the
second quarter of 1998, reduced in the third quarter of 1998 by $0.3 million for
anticipated savings attributable to resignations) reflecting the termination
costs of those personnel. As of December 31, 1998 the Company had incurred cash
outlays of $0.8 million. The remaining $0.2 million included in accrued expenses
was satisfied through cash outlays during the first quarter of 1999.

New Accounting Standards

On December 22, 1998, the AICPA Accounting Standards Executive Committee issued
Statement of Position (SOP) 98-9,"Software Revenue Recognition, with Respect to
Certain Transactions." SOP 98-9 amends paragraphs 11 and 12 of SOP 97-2 to
require recognition of revenue using the "residual method" when (1) there is
vendor-specific objective evidence of the fair values of all undelivered
elements in a multiple-element arrangement that is not accounted for using
long-term contract accounting, (2) vendor-specific objective evidence of fair
value does not exist for one or more of the delivered elements in the
arrangement, and (3) all revenue-recognition criteria in SOP 97-2 other than the
requirement for vendor-specific objective evidence of the fair value of each
delivered element of the arrangement are satisfied. Under the residual method,
the arrangement fee is recognized as follows: (1) the total fair value of the
undelivered elements, as indicated by vendor-specific objective evidence, is
deferred and subsequently recognized in accordance with the relevant sections of
SOP 97-2 and (2) the difference between the total arrangement fee and the amount
deferred for the undelivered elements is recognized as revenue related to the
delivered elements. The Company will adopt SOP 98-9 on January 1, 2000, as
required. The Company expects that the adoption of SOP 98-9 will not have a
material effect on its consolidated financial statements.

Euro Currency

On January 1, 1999, certain countries of the European Union established fixed
conversion rates between their existing currencies and one common currency, the
euro. The euro now trades on currency exchanges and is used in business
transactions. Beginning in January 2002, new euro-denominated currencies will be
issued and the existing local currencies will be withdrawn from circulation by
July 1,


                                       12
<PAGE>

2002. The Company is in the process of arranging euro bank accounts for the
conversion to the euro currency, and is evaluating other systems and business
issues raised by the euro conversion. These issues include the need to ascertain
the effect on its suite of products which it licenses to customers. During 1998,
the Company derived approximately 47.1% of its total revenues outside the United
States, a significant portion of which is in Europe. The Company derived
approximately 39.0% of its total revenues outside the United States for the nine
months ended September 30, 1999. The Company has not completed its assessment of
the potential impact of the euro conversion. However, at present, the Company
believes the euro conversion will not have a material effect on the Company's
consolidated financial position or results of operations.

Year 2000 Compliance

The efficient operation of the Company's business is dependent in part on its
information technology ("IT") systems (which include computer software programs
and operating systems) and its non-IT systems (process control and other systems
which include embedded technologies), collectively the "Internal Programs and
Systems". The Company has been evaluating its Internal Programs and Systems to
identify potential Year 2000 compliance problems, and has primarily conducted
these evaluations and assessments using the Company's information technology
personnel (Phase 1). These actions are necessary to ensure that the Internal
Programs and Systems will be Year 2000 compliant.

Through a combination of modifications to some existing Internal Programs and
Systems and the replacement of other Internal Programs and Systems with new
programs that are already Year 2000 compliant, all critical programs and systems
were Year 2000 compliant as of September 30, 1999. The Company has also
communicated with its suppliers, domestically and abroad, and others to
coordinate Year 2000 conversions and believes that these systems are Year 2000
compliant as well. However, there can be no assurance that these efforts will be
successful or that the systems of other companies on which the Company's
business relies will be timely converted.

Beyond critical systems, the Company's primary business concern is in providing
continuing support to its customer base. Contingency planning has been completed
for the Company's worldwide support organization. The plan provides for
availability of software patch releases and fixes for the previously identified
anomalies to expedite resolution of any issues for which clients may not have
previously installed corrections. In addition, a plan for support through the
transition weekend (i.e., January 1 and 2, 2000) is in place, and a backup
support plan will be implemented in case of major infrastructure failures that
impede access to existing facilities.

Costs incurred in evaluating its Internal Programs and Systems have been less
than $50,000, and anticipated costs necessary to complete such evaluations,
modifications and/or replacements are not expected to exceed $100,000. Most
costs incurred to achieve Year 2000 compliance, have, in fact, been the same as
those required as a normal part of technology upgrades, a critical part of
normal operations within a technology-based organization.

With respect to software programs which the Company licenses externally to
customers (collectively, the "External Programs"), the most recent versions of
the Company's External Programs have been Year 2000 certified. The Company has
notified its customer base that the older versions of the External Programs may
not be Year 2000 compliant, and the Company has encouraged these customers to
upgrade to its most recent versions of the External Programs. In addition,
continuing periodic communication with customers is scheduled for the remainder
of 1999, focused on providing assistance and education to customers as they
transition to the new century, minimizing any possibility of anomalous
conditions.


                                       13
<PAGE>

Costs incurred to date to evaluate and identify potential Year 2000 compliance
problems contained in the Company's External Programs have not been material,
and the Company expects that future expenses associated with achieving Year 2000
compliance will not have a material effect on the consolidated financial results
in 1999 and 2000.

Results of Operations

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

                                Three Months Ended          Nine Months Ended
                                   September 30,              September 30,
                                   -------------              -------------
                                1998          1999         1998          1999
                                -----         -----        -----         -----

Revenues:
  License fees ................  20.0%          9.5%        23.1%         16.2%
  Services ....................  80.0          90.5         76.9          83.8
                                -----         -----        -----         -----
      Total revenues .......... 100.0         100.0        100.0         100.0

Operating expenses:
  Cost of license fees ........   4.4           2.5          5.5           3.5
  Cost of services ............  42.8          47.4         47.2          44.6
  Sales and marketing .........  18.8          20.8         25.2          20.6
  Research and development ....  14.9          14.8         17.3          13.6
  General and administrative ..  18.2          22.5         22.2          22.2
  Goodwill impairment .........    --           4.7           --           1.3
  Restructuring costs .........    --            --          2.9            --
                                -----         -----        -----         -----
      Total operating expenses   99.1         112.7        120.3         105.8
                                -----         -----        -----         -----

Operating income (loss) .......   0.9         (12.7)       (20.3)         (5.8)
Other expenses ................  (0.6)         (1.4)        (0.1)         (1.5)
                                -----         -----        -----         -----
      Net income (loss) .......   0.3%        (14.1)%      (20.4)%        (7.3)%
                                =====         =====        =====         =====

Total Revenues

Total revenues decreased 24.3% and 5.7% for the three and nine months ended
September 30, 1999, respectively, as compared to the corresponding prior year
periods. The decrease for the nine month period was primarily attributable to a
decrease in license fees partially offset by an increase in services revenue.

The Company derived approximately $4.3 million and $16.9 million, or 35.5% and
39.0% of its total revenues, from customers outside of the United States for the
three and nine months ended September 30, 1999, respectively, compared to $6.8
million and $21.2 million, or 42.0% and 46.2%, respectively, for the
corresponding prior year periods. The Company expects that revenues from
customers outside the United States 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.


                                       14
<PAGE>

License Fees

License fees include revenues from software license agreements and hardware
sales entered into between the Company and its customers with respect to both
the Company's products and, to a lesser degree, third party products resold by
the Company. License fees decreased 64.1% and 34.0% for the three and nine
months ended September 30, 1999, respectively, as compared to the prior year
periods. The decrease for the three and nine month periods was attributable to
an industry wide slowdown in customer license sales as a result of Year 2000
projects in process at many organizations, as well as a decrease related to
license and low margin hardware sales in Germany (sold as of June 1, 1999) whose
license fee revenue decreased from $2.1 million for the nine months ended
September 30, 1998 to $0.4 million for the nine months ended September 30, 1999
(see note 7 to the Consolidated Interim Financial Statements).

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 decreased 14.4% for the three months ended September
30, 1999 and increased 2.8% for the nine months ended September 30, 1999
compared to the corresponding prior year periods. The decrease in the third
quarter is due to declines in legacy product service revenues in the Company's
France operations and no services revenue in the Company's German operations
(sold as of June 1, 1999). The year to date increase is mainly due to higher
utilization rates in the U.S. associated with the demand for version upgrades
and implementation services for the Company's core products, partially offset by
declines in legacy product service revenues in the Company's France operations
and only five months of services revenue in the Company's German operations.

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.

Cost of license fees decreased during the three and nine months ended September
30, 1999, as compared to the corresponding prior year period, due to the related
decrease in Germany of hardware sales, as well as lower amortization of
capitalized software and documentation costs.

Cost of Services

Cost of services consists primarily of personnel costs for product quality
assurance, training, installation, consulting and customer support.

Cost of services for the three and nine months ended September 30, 1999
decreased as a percentage of services revenue compared to the prior period due
primarily to continued high utilization rates as demand for services increased,
a decrease in lower margin outsourcing revenue in the Company's France
operations, and a decrease in personnel and their related costs.


                                       15
<PAGE>

Sales and Marketing

Sales and marketing expenses consist primarily of salaries, commissions, bonuses
paid to sales and marketing personnel, as well as travel and promotional
expenses.

Sales and marketing expenses decreased 16.2% and 23.1% for the three and nine
months ended September 30, 1999, respectively, as compared to the prior year
periods as a result of restructuring in the second quarter of 1998 that lowered
headcount and from a reduction in marketing program costs.

Research and Development

Research and development expenses consist primarily of personnel costs, and
costs of equipment facilities and third party software development costs.
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 Standards No. 86. Such
capitalized software development costs are generally amortized over periods not
exceeding three years.

Research and development expenses decreased to $1.8 million and $5.9 million,
for the three and nine months ended September 30, 1999, respectively, from $2.4
million and $8.0 million for the comparable prior year periods mainly due to a
decrease in personnel in France and Germany, as well as, a decrease in temporary
employees in the U.S. The Company capitalized $0.4 million and $1.1 million in
software development costs in the three and nine months ended September 30,
1999, respectively, as compared to none for the comparable prior year periods.
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 salaries for
administrative, executive and financial personnel, and outside professional
fees. General and administrative expenses represented 22.5% and 22.2% of total
revenues for the three and nine months ended September 30, 1999, as compared to
18.2% and 22.2% of total revenues for the comparable prior year periods. General
and administrative expenses decreased 6.8% and 5.8% for the three and nine
months ended September 30, 1999, respectively, as compared to the prior year
periods, primarily due to decreases in professional fees and depreciation
partially offset by increases in payroll related costs and rent expense.

Other Income (Expense)

Other income (expense) net increased to ($167) thousand and ($658) thousand for
the three and nine months ended September 30, 1999, respectively, from ($93)
thousand and ($53) thousand for the comparable prior year periods primarily due
to interest expense on the revolving line of credit and term loan (Note 2), a
reduction in interest income, and as a result of the net loss on the sale of the
wholly-owned subsidiary located in Germany.

Liquidity and Capital Resources

At September 30, 1999, the Company had cash and cash equivalents of $1.5 million
and restricted cash of $0.3 million and a working capital deficit of $9.1
million. Included in the deficit is $8.4 million of deferred revenue. On March
31, 1998, the Company entered into a Loan and Security Agreement


                                       16
<PAGE>

("Agreement") which provides for maximum borrowings of up to $10 million. The
Agreement contains a revolving line of credit and a term loan. The term loan
provided for $5 million available in one drawdown which the Company borrowed on
the closing date. The original term loan was repayable in 36 monthly
installments which began on May 1, 1998. Under the revolving line of credit the
Company currently has available the lesser of $5 million or 85% of eligible
receivables, as defined. Such available amount is reduced further by a $0.6
million letter of credit outstanding at September 30, 1999. The available amount
under the revolving line of credit at September 30, 1999, net of outstanding
borrowings, was approximately $0.5 million. Effective March 8, 1999, the Company
amended its credit facility with its bank in order to increase amounts available
under the term loan portion of the agreement by the lesser of $1 million or
eligible maintenance revenue, as defined, through September, 2001, to extend the
termination date of the credit facility to March 31, 2002, and to establish
financial restrictive covenants for 1999 (see note 2 to the Consolidated Interim
Financial Statements). The available amount under this amendment at September
30, 1999 was approximately $1.0 million.

The Company is required to comply with quarterly and annual financial statement
reporting requirements, as well as certain restrictive financial covenants. The
ability to continue to borrow under the Agreement is dependent upon future
compliance with such covenants and available collateral. Management believes
that the Company's projected operating results over the next twelve months will
result in compliance under the Agreement, although there can be no assurances
that such operating results will be achieved.

The Company's operating activities used cash of $8.0 million and $1.5 for the
nine months ended September 30, 1998 and 1999, respectively. Net cash used by
operations during the nine months ended September 30, 1999 was comprised
primarily of the net loss and a decrease in deferred revenue offset by
depreciation and amortization expense and the goodwill impairment write-off. Net
cash used by operations during the nine months ended September 30, 1998 was
comprised primarily of the net loss offset by depreciation and amortization.

The Company's investing activities used cash of $1.0 million and $0.5 million
for the nine months ended September 30, 1998 and 1999, respectively. Cash used
for the nine months ended September 30, 1999 included proceeds from the sale of
the German subsidiary of $1.2 million offset by cash used for capitalized
software development costs and the purchase of equipment and leasehold
improvements. The principal uses during 1998 were for equipment purchases and
leasehold improvements.

Cash provided by financing activities was $4.3 million and $36 thousand during
the nine months ended September 30, 1998 and 1999, respectively and related
mainly to the issuance of long-term debt in 1998 and short term borrowings
offset by repayments of debt in 1999.

The Company has no significant capital commitments. Planned capital expenditures
for the remainder of 1999 total approximately $0.2 million. The Company's
aggregate minimum operating lease payments for 1999 will be approximately $2.4
million. The Company expects that its operating cash flow and/or available
borrowings under the line of credit will be sufficient to fund the Company's
working capital requirements through 1999. 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 will be
available on acceptable terms or at all.

Item 3. Quantitative and Qualitative Disclosures About Market Risk


                                       17
<PAGE>

In the normal course of business, the Company is exposed to fluctuations in
interest rates and equity market risks as the Company seeks debt and equity
capital to sustain its operations. The Company is also exposed to fluctuations
in foreign currency exchange rates as the financial results of its foreign
subsidiaries are translated into U.S. dollars in consolidation. The Company does
not use derivative instruments or hedging to manage its exposures and does not
currently hold any market risk sensitive instruments for trading purposes.

The information below summarizes the Company's market risk associated with its
debt obligation as of September 30, 1999. Fair value included herein has been
estimated taking into consideration the nature and term of the debt instrument
and the prevailing economic and market conditions at the balance sheet date. The
table below presents principal cash flows by year of maturity based on the terms
of the debt. The variable interest rate disclosed represents the rate at
September 30, 1999. Changes in the prime interest rate during fiscal 1999 will
have a positive or negative effect on the Company's interest expense. Each 1%
fluctuation in the prime interest rate will increase or decrease annual interest
expense for the Company by approximately $39,000, based on the debt outstanding
as of September 30, 1999. Further information specific to the Company's debt is
presented in Note 2 to the Consolidated Interim Financial Statements.

                                 (In thousands)
                                                         Year of Maturity
                     Variable   Estimated           ---------------------------
                     Interest   Fair      Carrying
Description          Rate       Value     Amount    1999     2000     2001
-------------------------------------------------------------------------------

Term loan            9.75%      $2,639    $2,639    $418     $1,667   $554

Revolving line of
credit               9.50%      $1,304    $1,304    $1,304       --     --

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.

History of Operating and Net Losses

The Company generated a net loss of $13.6 million for 1997, $9.0 million for
1998, and reported a net loss for the nine months ended September 30, 1999 of
$3.2 million. As of September 30, 1999, the Company had an accumulated deficit
of $75.2 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,


                                       18
<PAGE>

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."

Litigation

Historically, the Company has been involved in 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

In December 1998, a new Senior Vice President of Sales and Marketing was added.
In July 1999, Greg Groom, the Senior Vice President of Business Operations
resigned from the Company. The responsibilities of the position were assumed by
existing internal management. No other changes were made to the executive
management in 1998 or the first nine months of 1999. 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


                                       19
<PAGE>

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 and PeopleSoft, Inc. The principal competitors for the
Company's Computron Workflow and Computron COOL(TM) software are Eastman Kodak
Company ("Kodak"), Micro Bank, TASC, Staffware Corporation and FileNet
Corporation. The principal competitors for the Company's Computron Yorvik(R)
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
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 1998 Annual
Report on 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".


                                       20
<PAGE>

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 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 1998 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,


                                       21
<PAGE>

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

The Company has obtained Federal registrations for its trademarks "Computron"
and "Yorvik" and has pending applications for Federal registration of several
other trademarks in the U.S. 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
1998 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


                                       22
<PAGE>

The Company derived approximately $21.3 million, $29.4 million and $29.9 million
or 39.2%, 43.4% and 47.1% of its total revenues, from customers outside of the
United States in 1996, 1997 and 1998, respectively. The Company derived
approximately $21.2 million and $16.9 million or 46.2% and 39.0% of its total
revenues from customers outside the United States for the nine months ended
September 30, 1998 and 1999, 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 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."

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 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
1998 Annual Report on Form 10-K.

Control by Existing Stockholders


                                       23
<PAGE>

The Company's executive officers, directors and affiliates together beneficially
own approximately 59% of the outstanding shares of Common Stock as of March 15,
1999. 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 estimates of operating results 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.


                                       24
<PAGE>

                            COMPUTRON SOFTWARE, INC.
                                     Part II
                                Other Information

Item 1. Legal Proceedings

Historically, the Company has been involved in 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

Exhibits

      Exhibit 27 - Financial Data Schedule (Edgar filing only).
Reports on Form 8-K - None


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<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: November 12, 1999                By: /s/ Michael R. Jorgensen
                                           -------------------------------------
                                           Michael R. Jorgensen
                                           Executive Vice President, Chief
                                           Financial Officer and Treasurer


                                       By: /s/ William G. Levering III
                                           -------------------------------------
                                          William G. Levering III
                                          Vice President, Corporate Controller,
                                          Chief Accounting Officer

                                       26