<PAGE>

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                          SECURITIES AND EXCHANGE COMMISSION
                                 Washington, DC 20549
                                 ___________________
                                           
                                      FORM 10-Q
                                           

                [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) 
                        OF THE SECURITIES EXCHANGE ACT OF 1934
                                           
                     FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997
                                           
                                          OR
                                           
                [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) 
                        OF THE SECURITIES EXCHANGE ACT OF 1934
                                           
                  For the transition period from ______ to ________
                                           
                          Commission file number   00-26810
                                                  ---------


                                  LOGIC WORKS, INC.
                (Exact name of registrant as specified in its charter)
                                           
                   DELAWARE                              22-2663477
        (State or other jurisdiction of              (I.R.S. Employer 
        incorporation or organization)              Identification No.)
                                           
                            UNIVERSITY SQUARE AT PRINCETON
                                   111 CAMPUS DRIVE
                                 PRINCETON, NJ 08540
                (Address and zip code of principal executive offices)
                                           
                                    (609) 514-1177
                 (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       .
                                        -----     -----

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:  12,386,000 COMMON STOCK SHARES
OUTSTANDING AT JULY 30, 1997.



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<PAGE>



                                  LOGIC WORKS, INC.

                                  TABLE OF CONTENTS




PART I.  FINANCIAL INFORMATION                                            PAGE

Item 1.  Financial Statements

         Condensed Consolidated Balance Sheets at June 30, 1997 and 
         December 31, 1996....................................................3
         Condensed Consolidated Statements of Operations  for the 
         Three and Six  Months Ended June 30, 1997 and 1996...................4
         Condensed Consolidated Statements of Cash Flows for the 
         Six  Months Ended June 30, 1997 and 1996.............................5
         Notes to Condensed Consolidated Financial Statements ................6

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations.............................................7-10

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings...................................................11
Item 2.  Changes in Securities...............................................11
Item 3.  Defaults Upon Senior Securities.....................................11
Item 4.  Submission of Matters to a Vote of Security Holders.................11
Item 5.  Other Information...................................................12
Item 6.  Exhibits and Reports on Form 8-K....................................12

         Signatures..........................................................13

                                          2


<PAGE>

                             PART I.   FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


                                  LOGIC WORKS, INC.
                        CONDENSED CONSOLIDATED BALANCE SHEETS
                                    (in thousands)



                                                     JUNE 30,  DECEMBER 31,
                                                       1997        1996
                                                   ------------------------
    ASSETS                                          (unaudited)  (audited)
Current Assets
         Cash and cash equivalents                   $ 24,797   $ 20,385
         Marketable securities                          9,131      8,109
         Accounts receivable, net                       7,958     10,182
         Other current assets                           3,875      3,675
                                                   ----------------------
         Total current assets                          45,761     42,351

Property and equipment, net                             4,196      3,760
Other assets                                            2,248      2,258
                                                   ----------------------
    Total assets                                     $ 52,205   $ 48,369
                                                   ----------------------
                                                   ----------------------
LIABILITIES AND STOCKHOLDERS" EQUITY
Current Liabilities
    Accounts payable                                 $  2,247   $  2,394
    Accrued compensation                                2,638      2,014
    Deferred revenue                                    5,500      5,296
    Income taxes payable                                1,236         26
    Other current liabilities                           4,533      4,324
                                                   ----------------------
    Total current liabilities                          16,154     14,054

Total stockholders" equity                             36,051     34,315
                                                   ----------------------
    Total liabilities and stockholders' equity       $ 52,205   $ 48,369
                                                   ----------------------
                                                   ----------------------

              See notes to condensed consolidated financial statements.


                                          3


<PAGE>

<TABLE>
<CAPTION>


                                           LOGIC WORKS, INC.
                           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                             (unaudited)
                           (dollars in thousands except per share amounts)


                                       THREE MONTHS        THREE MONTHS        SIX MONTHS          SIX MONTHS
                                          ENDED                ENDED              ENDED               ENDED
                                         JUNE 30,            JUNE 30,            JUNE 30,           JUNE 30,
                                          1997                 1996               1997               1996
                                       ---------------------------------       ------------------------------
<S>                                    <C>                 <C>                 <C>                 <C>
   Revenues
    License fees                       $   8,812           $    9,211          $ 16,374            $ 16,642
    Maintenance & service fees             3,192                2,291             6,146               4,300
                                       ---------------------------------       -----------------------------
    Total revenues                        12,004               11,502            22,520              20,942

   Cost of revenues
    Cost of license fees                     638                  541             1,359                 987
    Cost of maintenance & service fees       937                  938             1,759               1,992
                                       ---------------------------------       -----------------------------
    Total cost of revenues                 1,575                1,479             3,118               2,979

   Gross margin                           10,429               10,023            19,402              17,963

   Operating expenses
    Sales and marketing                    6,265                6,146            12,091              11,192
    Research and development               1,753                1,340             3,474               2,602
    General and administrative             1,644                1,373             3,055               2,720
                                       ---------------------------------       -----------------------------
    Total operating expenses               9,662                8,859            18,620              16,514

   Operating income                          767                1,164               782               1,449
                                     
   Other income, net                         370                  236               587                 494
                                        ---------------------------------       -----------------------------
                                     
   Income before income taxes              1,137                1,400             1,369               1,943
                                     
   Income taxes                              421                  532               509                 759
                                        ---------------------------------       -----------------------------
                                     
   Net income                          $     716           $      868          $    860            $  1,184
                                        ---------------------------------       -----------------------------
                                        ---------------------------------       -----------------------------

   Primary earnings per share          $    0.06           $     0.07          $   0.07            $   0.09
                                        ---------------------------------       -----------------------------
                                        ---------------------------------       -----------------------------
   Fully diluted earnings per share    $    0.06           $     0.07          $   0.07            $   0.09
                                        ---------------------------------       -----------------------------
                                        ---------------------------------       -----------------------------

   Weighted average shares outstanding
   Primary                                12,572               12,911            12,541              12,933
                                        ---------------------------------       -----------------------------
                                        ---------------------------------       -----------------------------
   Fully diluted                          12,574               12,911            12,541              12,934
                                        ---------------------------------       -----------------------------
                                        ---------------------------------       -----------------------------
</TABLE>




          See notes to condensed consolidated financial statements.


                                          4


<PAGE>

                                      LOGIC WORKS, INC.
                          CONDENSED CONSOLIDATED STATEMENTS OF CASH 
                                            FLOWS
                                         (unaudited)
                                       (in thousands)


<TABLE>
<CAPTION>
                                                                                  SIX MONTHS 
                                                                                    ENDED
                                                                                    JUNE 30,   
                                                                          ---------------------
                                                                               1997       1996
                                                                          ---------------------
<S>                                                                            <C>       <C>
    CASH FLOWS FROM OPERATING ACTIVITIES
    Net income                                                              $    860   $  1,184
    Adjustments to reconcile net income
    to net cash provided by (used in)
    operating activities:
         Depreciation and amortization                                           944        434
         Compensation element of common
            stock, warrants and stock option grants                               56        332
         Changes in operating assets and liabilities:
            Decrease (increase) in current assets and other noncurrent assets  2,005     (1,756)
            Increase (decrease) in accounts payable and accrued liabilities    1,985     (2,201)
            Increase in deferred revenue                                         204        567
                                                                          ----------------------
    Net cash provided by (used in) operating activities                        6,054     (1,440)
                                                                          ----------------------

    CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase of property and equipment                                        (1,097)    (2,925)
    Purchase of marketable securities                                         (9,101)   (10,753)
    Proceeds from sale of marketable securities                                8,079     10,195
    Purchase of intangibles                                                     (230)      (129)
                                                                          ----------------------
    Net cash used in investing activities                                     (2,349)    (3,612)
                                                                          ----------------------

    CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from the issuance of stock                                          726      2,263
                                                                          ----------------------

    Effect of foreign exchange rate on cash                                      (19)      (101)
                                                                          ----------------------

    Net increase (decrease) in cash and cash equivalents                       4,412     (2,890)
    Cash and cash equivalents at beginning of period                          20,385     l9,628
                                                                          ----------------------
    Cash and cash equivalents at end of period                            $   24,797  $  16,738
                                                                          ----------------------
                                                                          ----------------------

</TABLE>



          See notes to condensed consolidated financial statements.

                                          5


<PAGE>

                                  LOGIC WORKS, INC.

                 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (unaudited)

1. ORGANIZATION AND BASIS OF PRESENTATION

Logic Works, Inc. (the "Company") is a provider of database design, and modeling
solutions. The Company was incorporated in Delaware in 1985 and operates in one
industry segment. The Company has subsidiaries in Australia, Canada, England,
Germany and France to further broaden its global market. The Company markets its
products worldwide primarily through direct and indirect sales and marketing
channels. The accompanying  condensed consolidated financial statements include
the accounts of the Company and its wholly-owned subsidiaries.

The accompanying condensed consolidated financial statements have been prepared
in accordance with the rules and regulations of the Securities and Exchange
Commission and, accordingly, do not include all financial information and
footnotes required under generally accepted accounting principles for complete
financial statements.  In the opinion of management, the accompanying condensed
consolidated financial statements contain all adjustments consisting of normal
recurring adjustments that the Company considers necessary for a fair
presentation of the financial position of the Company as of June 30, 1997 and
the results of the Company's operations for the three and six months ended June
30, 1997 and 1996, respectively, and its cash flows for the six months ended
June 30, 1997 and 1996, respectively. This report on Form 10-Q should be read in
conjunction with the Company's audited financial statements for the year ended
December 31, 1996 and the notes therein, included in the Company's annual report
on Form 10-K. Certain amounts have been reclassified to conform with current
year presentation.  The results of operations for interim periods are not
necessarily indicative of the results of operations to be expected for the
entire year.

2.  PER SHARE AMOUNTS

Primary and fully diluted net income per share is computed using the weighted
average number of common and dilutive common equivalent shares outstanding and
gives effect to certain adjustments. Shares used in computing primary net income
per share include common shares and common equivalent shares consisting of
outstanding stock options.

3.  IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

In February 1997, the Financial Accounting Standards Board issued Statement No.
128, "Earnings per Share", which is required to be adopted on December 31, 1997.
At that time, the Company will be required to change the method currently used
to compute earnings per share and to restate all prior periods.  Under the new
requirements for calculating primary earnings per share, the dilutive effect of
options will be excluded.  The Company anticipates no impact to primary earnings
per share for the three months ended June 30, 1997 and the Company anticipates
an increase of $0.01 to primary earnings per share for the three months ended
June 30, 1996.  The Company anticipates no impact to primary earnings per share
for the six months ended June 30, 1997 and the Company anticipates an increase 
of $0.02 to primary earnings per share for the six months ended June 30, 1996. 
The impact of Statement 128 on the calculation of fully diluted earnings per 
share for these quarters is not anticipated to be material.

                                          6


<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

THIS QUARTERLY REPORT CONTAINS, IN ADDITION TO HISTORICAL INFORMATION,
FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. THE COMPANY'S
ACTUAL RESULTS COULD DIFFER SIGNIFICANTLY FROM THE RESULTS DISCUSSED IN THE
FORWARD-LOOKING STATEMENTS. FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH
DIFFERENCES INCLUDE THOSE DISCUSSED IN "BUSINESS CONSIDERATIONS" IN THE
COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1996, WHICH
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

The Company is a leading provider of database design and modeling solutions. The
Company's Windows-based products allow customers to realize the benefits of
client/server systems by enabling easy, rapid and high-quality design,
deployment and management of relational databases and related applications. 

RESULTS OF OPERATIONS

The following table sets forth certain operating data as a percentage of total
revenues for the periods indicated (subtotals not adjusted for rounding): 

<TABLE>
<CAPTION>

                                                 THREE MONTHS ENDED       SIX MONTHS ENDED
                                                      JUNE 30,                 JUNE 30,
                                            ----------------------------------------------
                                                  1997      1996           1997      1996
                                            ----------------------------------------------
<S>                                             <C>      <C>              <C>       <C>
    PERCENTAGES OF REVENUES:
    Revenues:
     License fees                                73.4 %    80.1 %         72.7 %    79.5 %
     Maintenance & service fees                  26.6      19.9           27.3      20.5
                                            ----------------------------------------------
       Total revenues                           100.0     100.0          100.0     100.0
                                            ----------------------------------------------

    Cost of revenues:
     License fees                                 5.3       4.7            6.0       4.7
     Maintenance & service fees                   7.8       8.2            7.8       9.5
                                            ----------------------------------------------
       Total cost of revenues                    l3.1      12.9           13.8      14.2
                                            ----------------------------------------------

    Gross margin                                 86.9      87.1           86.2      85.8
                                            ----------------------------------------------
    Operating expenses:
     Sales and marketing                         52.2      53.4           53.7      53.4
     Research and development                    14.6      11.7           15.4      12.4
     General and administrative                  13.7      11.9           13.6      13.0
                                            ----------------------------------------------
       Total operating expenses                  80.5      77.0           82.7      78.8
                                            ----------------------------------------------

    Operating income                              6.4      10.1            3.5       7.0
    Other income                                  3.1       2.1            2.6       2.4
                                            ----------------------------------------------

    Income before income taxes                    9.5      12.2            6.1       9.4
    Income taxes                                  3.5       4.6            2.3       3.6
                                            ----------------------------------------------

    Net income                                    6.0 %     7.6 %          3.8 %     5.8 %
                                            ----------------------------------------------
                                            ----------------------------------------------


</TABLE>


 TOTAL REVENUES. Total revenues increased 4.3% to $12.0 million in the three
months ended June 30, 1997 from $11.5 million in the three months ended June 30,
1996.  Total revenues increased 7.7% to $22.5 million 

                                          7


<PAGE>

in the six months ended June 30, 1997 from $20.9 million in the six months ended
June 30, 1996.  The Company's revenues are derived from two sources: license
fees and maintenance and service fees. The Company derived approximately $2.8
million and $2.5 million or 23.3% and 21.7% of its total revenues, from
international customers in the three months ended June 30, 1997 and 1996, and
$5.2 million  and $4.8 million, or 23.1% and 23.0% of its total revenues from
international customers in the six months ended June 30, 1997 and 1996,
respectively. The Company expects that international revenues will continue to
represent a significant percentage of total revenues. To date, the majority of
the Company's international license fees and service fees have been denominated
in United States dollars and, accordingly, the Company has not hedged its
exposure to foreign currency fluctuations. The Company anticipates that, in the
future, an increasing proportion of the Company's sales will be denominated in
foreign currencies. In such event, an increasingly significant portion of the
Company's revenues will be subject to the risks inherent in international
operations. These risks include, but are not limited to, unexpected changes in
regulatory requirements, exchange rates, tariffs and other barriers, and
potentially adverse tax consequences. The Company may enter into hedging
transactions to mitigate the effects of exchange rate variations. 


 LICENSE FEES.  License fees decreased 4.3% to $8.8 million in the three months
ended June 30, 1997 from $9.2 million in the three months ended June 30, 1996.
License fees decreased 1.2% to $16.4 million in the six months ended June 30,
1997 from $16.6 million in the six months ended June 30, 1996.  Management
believes the decrease is mainly attributable to more stringent policies on sale
contract terms and conditions in the six months ended June 30, 1997, as
compared to the same period in 1996.   A favorable impact of these policies is
evidenced in the reduction in days sales outstanding at June 30, 1997 as
compared to June 30, 1996. The ERWIN product line accounted for 75.4% and 78.5%
of the Company's license fees  for the three months ended June 30, 1997 and
1996, and 75.2% and 80.0% for the six months ended June 30, 1997 and 1996,
respectively.  In June 1997, the Company released ErWIN 3.0.  The Company
anticipates that this product will generate increased license fee revenue in
the future.  ModelMart  accounted for 9.6% and 8.3% of license fees for the
three months ended June 30, 1997 and 1996, and 9.9% and 6.4% of license fees
for the six months ended June 30, 1997 and 1996, respectively.  License fees
include revenues from software licensed either directly from the Company or
through Value Added Resellers, dealers or distributors, and from third party
software.  The remainder of the license fees were received primarily from
licenses of BPWIN. 
 

 COST OF LICENSE FEES.  Cost of license fees as a percentage of license fee
revenues was 7.2% and 5.9% for the three months ended June 30, 1997 and 1996,
respectively and 8.3% and 5.9% for the six months ended June 30, 1997 and 1996,
respectively. The increase in the cost of license fees is the result of the
release of ERWIN 3.0 in June 1997. The Company may  enter into, from time to
time,  arrangements under which the Company will resell third party products,
resulting in additional costs of license fees. Cost of license fees consists
primarily of the costs of product media, duplication, manuals, shipping and
third party royalty costs for software licensed to the Company's customers.

MAINTENANCE & SERVICE FEE REVENUE.   Maintenance and service fee revenue
increased by 39.1% to $3.2 million in the three months ended June 30, 1997 from
$2.3 million in the three months ended June 30, 1996.  Maintenance and service
fee revenue increased 41.9% to $6.1 million in the six months ended June 30,
1997 from $4.3 million in the six months ended June 30, 1996. The growth in
maintenance and service fee revenues during the periods presented was primarily
the result of increased maintenance fees as a result of a targeted effort from
the sales force to increase the renewal rate on maintenance agreements and of
the increase in ModelMart license revenue, for which all users in the workgroup
are encouraged to be under maintenance.  Consulting and training services
provided by the Company's Professional Services Group decreased 25% from $.7
million in the three months ended June 30, 1996 to $.5 million for the three
months ended June 30, 1997.  This decrease is mainly attributable to a
reduction in headcount in the Professional Services Group.   

COST OF MAINTENANCE & SERVICES.  Cost of maintenance and services as a
percentage of maintenance and service fee revenue was 29.4% and 40.9% for the
three months ended June 30, 1997 and 1996, respectively and 28.6% and 46.3% for
the six months ended June 30, 1997 and 1996 respectively.  The decrease in cost 

                                          8


<PAGE>


for these periods is the result of a larger increase in maintenance fees which
has a lower cost than training and consulting services. Training and consulting
fees generate lower margins than maintenance fees because of the labor intensive
nature of training and consulting. Cost of maintenance and services consists
primarily of personnel and related costs for training, consulting provided by
the Professional Services Group, customer technical support and payments to
third party service providers. Cost of maintenance and services also reflects
the costs associated with product media, duplication, manuals, and shipping
product upgrades to customers who have subscribed to the Company's maintenance
plans. 

SALES AND MARKETING.  Sales and marketing expenses increased 3.3% to $6.3
million in the three months ended June 30, 1997 from $6.1 million in the three
months ended June 30, 1996 and represented 52.2% and 53.4%, of total revenues in
each period, respectively. Sales and marketing expenses increased 8.0% to $12.1
million in the six months ended June 30, 1997 from $11.2 million in the six
months ended June 30, 1996 and represented 53.7% and 53.4% respectively, of
total revenues in each period. Sales and marketing expenses increased due
primarily to increases in personnel expenses from increased hiring, increased
advertising and promotional costs, and increased sales commissions.  The
significant growth in the Company's sales and marketing expenses during the
three and six months ended June 30, 1997 reflects the expansion of its direct
field sales force and its European marketing staff.  The increase in sales and
marketing expenses during the three and six months ended June 30, 1997 also
reflects increased advertising and promotional programs related to releases of
extended versions of ERWIN, ModelMart and BPWIN and releases of new products
such as Universal Directory and TESTBytes.  In March 1997, the Company also
hosted its first International User Conference in New Orleans.  Sales and
marketing expenses consist primarily of salaries, commissions and bonuses paid
to sales and marketing personnel, as well as travel and promotional expenses. 

 RESEARCH AND DEVELOPMENT. Research and development expenses increased 38.5% to
$1.8 million in the three months ended June 30, 1997 from $1.3 million in the
three months ended June 30, 1996 and represented 14.6% and 11.7% of total
revenues, respectively. Research and development expenses increased 34.6% to
$3.5 million in the six months ended June 30, 1997 from $2.6 million in the six
months ended June 30, 1996 and represented 15.4% and 12.4% of total revenues,
respectively. The increase in research and development expenses during the
periods presented was the result of the Company's ongoing development of
extended versions of ERWIN, BPWIN, TESTBytes, ModelMart and Universal Directory,
as well as ongoing development of new products such associated with the
Company's new Universal Modeling Architecture, and the continuation of its
quality control and quality assurance programs. Research and development
expenses are generally charged to operations as they are incurred and have not
been capitalized since capitalizable costs have not been material. Research and
development expenses consist primarily of software engineering personnel costs,
costs of third party equipment and software for development purposes and costs
of outside consultants hired by the Company to assist in its product development
efforts. 


GENERAL AND ADMINISTRATIVE.  General and administrative expenses increased 14.3%
to $1.6 million for the three months ended June 30, 1997 from $1.4 million for
the three months ended June 30, 1996 and represented 13.7% and 11.9% of total
revenues, respectively.  General and administrative expenses increased 14.8% to
$3.1 million for the six months ended June 30, 1997 from $2.7 million for the
six months ended June 30, 1996 and represented 13.6% and 13.0% of total
revenues, respectively.  The increase in general and administrative expenses
related primarily to the overall expansion of the Company's operations and
facilities and costs incurred in the search for a new chief executive officer.
General and administrative expenses consist primarily of salaries of
administrative, executive and financial personnel, provision for doubtful
accounts, and professional fees. 

INCOME TAXES.  The Company provides for income taxes at an effective tax rate
based on estimated annual federal and state statutory rates.  

                                          9


<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

At June 30, 1997, the Company had cash and cash equivalents of $24.8 million and
marketable securities of $9.1 million.

Net cash provided by operating activities was $6.1 million for the six months
ended June 30, 1997 and net cash used by operating activities $1.4 million for
the six months ended June 30, 1996.  The increase in cash provided by operating
activities primarily reflects a decrease in accounts receivable and an increase
in accounts payable and accrued liabilities.  The decrease in accounts
receivable is primarily attributable  to significant cash collection of
accounts receivable in 1997 which is reflected in the Company's increased cash
position at June 30, 1997.  The increase in accounts payable and accrued
liabilities arose in the normal course of operations. 

Net cash and cash equivalents used in investing activities decreased $1.3
million in the first six months of 1997 as compared to the same period in 1996. 
This decrease in investing activities primarily reflects the net change in the
marketable securities position.

Net cash provided by financing activities decreased by $1.5 million  in the
first six months of 1997 compared to the same period in 1996 as a result of the
decrease in the exercising of employee stock options.

The Company believes that its existing cash balances together with cash flow
from operations will be sufficient to meet its cash requirements for at least
the next twelve months.











"LOGIC WORKS," "ERWIN," "TESTBYTES," "BPWIN," "OOWIN," AND "RPTWIN" ARE
REGISTERED TRADEMARKS OF THE COMPANY.  "MODELMART," "Universal Directory,"
"UNIVERSAL MODELING  ARCHITECTURE (UMA)," "LOGIC WORKS" WITH LOGO AND THE PHRASE
"MAKING DATABASE DESIGN EASIER IN A CLIENT/SERVER WORLD" ARE TRADEMARKS OF THE
COMPANY.  THIS FILING ON FORM 10-Q ALSO INCLUDES TRADEMARKS AND TRADENAMES OF
COMPANIES OTHER THAN LOGIC WORKS, INC.

                                          10


<PAGE>
 


                              PART II -- OTHER INFORMATION



ITEM 1.  LEGAL PROCEEDINGS
         
         The Company is not subject to any lawsuits or other claims brought in
         the ordinary course of business,  which, in the opinion of management,
         based upon consultation with legal counsel, will have a material
         adverse effect on the Company's business, financial condition, and/or
         results of operations.

ITEM 2.  CHANGES IN SECURITIES

         Not applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         (a) The Annual Meeting of Stockholders of the Company was held 
             on May 7, 1997.
    
         (b) The motions before stockholders were:
         
              (1)   To elect two Class I Directors:


<TABLE>
<CAPTION>

                        VOTES          VOTES          VOTES                         BROKER
NAME OF DIRECTOR        FOR            AGAINST        WITHHELD       ABSTENTIONS    NONVOTES
<S>                <C>                 <C>            <C>            <C>
Charles Federman   6,079,280           456,991             -              -             -
Paul E. Blondin    6,079,280           456,991                            -             -
</TABLE>



              (2)  To ratify the selection of Ernst & Young LLP, independent
                   public accountants, as auditors of the Company for the
                   fiscal year ending December 31, 1997.

                   Votes For           6,501,693
                   Votes Against         29,584
                   Votes Withheld        4,994
                   Abstentions              -
                   Broker Nonvotes          -

              (3)  To approve an amendment to the 1995 Stock Option/Stock
                   Issuance Plan to effect an increase to the number of shares
                   of Common Stock of the Company available for issuance by one
                   million shares,

                   Votes For           1,925,768
                   Votes Against       1,130,953
                   Votes Withheld           -
                   Abstentions           67,460
                   Unvoted             3,412,090

                                           11


<PAGE>

ITEM 5.       OTHER INFORMATION

              Not applicable.

ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K

              a)   Exhibits

              11.  Statement regarding computation of per share earnings.

              27.  Statement regarding financial data schedule.

              b)   Reports on Form 8-K

                   No Reports on Form 8-K

                                           12


<PAGE>

                                       SIGNATURES


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.



                                       LOGIC WORKS, INC.

Dated:  August 14 , 1997               By: /s/ GREGORY A. PETERS
                                       --------------------------------

                                       Gregory A. Peters
                                       Acting Chief Executive Officer, 
                                       Acting President 
                                       (Principal Executive Officer)
                                       Executive Vice President and 
                                       Chief Financial 
                                       Officer (Principal Financial Officer)

                                           13


<PAGE>




                                      EXHIBIT INDEX


NUMBER    DESCRIPTION                                              PAGE NO.


11      Statement re:  Computation of Per Share Earnings             15
27      Statement re:  Financial Data Schedule                       16

                                           14