<PAGE>

                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 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 September 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:  0-25526
                                       
                             C*ATS SOFTWARE INC.
            (Exact name of registrant as specified in its charter)
                                       
                                       
         DELAWARE                                77-0185283
(State or other jurisdiction of               (I.R.S. Employer
incorporation or organization)             Identification Number)

1870 EMBARCADERO ROAD, PALO ALTO, CA                94303
(Address of principal executive offices)          (Zip Code)

                                 650-321-3000
             (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.
[X (1)]  Yes  [X (2)]  No

     Number of shares outstanding of the issuer's common stock, $0.001 par 
value as of September 30, 1997:  6,814,213


                                       -1-


<PAGE>

                              C*ATS SOFTWARE INC.
                                       
                                       
                                     INDEX
                                       
                                       
                                       
                                       
PART I.  FINANCIAL INFORMATION

Item 1.  Interim Financial Statements

         Condensed Consolidated Balance Sheets                     3

         Condensed Consolidated Statements of Operations           4

         Condensed Consolidated Statements of Cash Flows           5  

         Notes to Interim Condensed Consolidated 
           Financial Statements                                  6-7


Item 2.  Management's Discussion and Analysis of 
           Financial Condition and Results of Operations        8-12 



PART II.  OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders      13


Item 6.  Exhibits and Reports on Form 8-K                         13

SIGNATURES                                                        13

         Index to Exhibits                                        14

Exhibit 27  EDGAR Requirements for the Format and Input of     15-16
            Financial Data Schedules


                                      -2-

<PAGE>

                              C*ATS SOFTWARE INC.
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                (In thousands)

<TABLE>
<CAPTION>

                                                        September 30,  December 31,
                                                            1997          1996
                                                        -------------  ------------
                  ASSETS                                 (UNAUDITED)
<S>                                                     <C>            <C>
Current assets:
  Cash and cash equivalents                                $  3,391       $  7,041
  Short-term investments                                     16,977         15,088
  Accounts receivable, net                                    3,961          4,558
  Prepaid expenses                                              401            457
  Current income tax refunds due                              1,279             --
  Deferred income taxes                                       2,224          3,790
                                                           ---------      ---------
    Total current assets                                      28,233         30,934

Property and equipment, at cost
  Equipment                                                   2,923          2,754
  Leasehold improvements                                        132            134
  Furniture and fixtures                                        441            457
                                                           ---------      ---------
                                                              3,496          3,345
  Accumulated depreciation                                   (2,669)        (2,367)
                                                           ---------      ---------
    Net property and equipment                                  827            978
Purchased software, at cost                                   1,550          1,464
  Accumulated amortization                                     (848)          (660)
                                                           ---------      ---------
    Net purchased software                                      702            804
Income tax refunds due - longer term                            783             --
Other assets                                                    279            283
                                                           ---------      ---------
                                                           $ 30,824       $ 32,999
                                                           ---------      ---------
                                                           ---------      ---------

   LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                         $    404         $  573
  Accrued liabilities                                         1,012            757
  Accrued compensation                                        1,325          1,217
  Deferred revenue                                            7,987          8,541
                                                           ---------      ---------
    Total current liabilities                                10,728         11,088

Commitments:
Shareholders' equity:
  Common stock                                                    7              7
  Additional paid in capital                                 23,267         22,758
  Cumulative translation adjustment                             199            398
  Accumulated deficit                                        (3,377)        (1,252)
                                                           ---------      ---------
    Total shareholders' equity                               20,096         21,911
                                                           ---------      ---------
                                                           $ 30,824       $ 32,999
                                                           ---------      ---------
                                                           ---------      ---------

</TABLE>

                                      -3-


<PAGE>

                              C*ATS SOFTWARE, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                     (In thousands, except per share data)

<TABLE>
<CAPTION>
                                             Quarter ended September 30,  Nine months ended September 30,
                                                 1997           1996            1997           1996
                                           --------------  -------------  --------------  --------------
                                             (UNAUDITED)    (UNAUDITED)     (UNAUDITED)    (UNAUDITED)
<S>                                        <C>             <C>            <C>             <C>
Revenues:
  License revenue                              $  4,311       $  4,599      $  12,851      $  14,924
  Service and other revenue                         350            304            848            746
                                               ---------      ---------     ----------     ----------
    Total revenues                                4,661          4,903         13,699         15,670

Costs and expenses:
  Cost of revenues                                   72             78            236            206
  Research and development                        1,904          1,692          5,130          4,484
  Sales & marketing                               2,931          2,959          8,355          8,388
  General & administrative                          829            645          2,234          2,005
  In-process R&D and
   one-time project costs                           585              -            585          7,066
                                               ---------      ---------     ----------     ----------
    Total costs & expenses                        6,321          5,374         16,540         22,149
                                               ---------      ---------     ----------     ----------

Operating loss                                   (1,660)          (471)        (2,841)        (6,479)
Interest income                                     248            198            717            669
                                               ---------      ---------     ----------     ----------
Loss before provision for income taxes           (1,412)          (273)        (2,124)        (5,810)
Provision for income taxes                            0           (101)             0            465
                                               ---------      ---------     ----------     ----------
Net loss                                       $ (1,412)      $   (172)     $  (2,124)     $  (6,275)
                                               ---------      ---------     ----------     ----------
                                               ---------      ---------     ----------     ----------

Net loss per share                             $  (0.21)      $  (0.03)     $   (0.32)     $   (0.97)
                                               ---------      ---------     ----------     ----------
                                               ---------      ---------     ----------     ----------

Weighted average common
  shares outstanding                              6,766*         6,623*         6,720*         6,491*

* excludes anti-dilutive
  common share equivalents
</TABLE>


                                     -4-
<PAGE>


                              C*ATS SOFTWARE INC.
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (In thousands)

<TABLE>
<CAPTION>
                                                             Nine Months Ended
                                                       September 30,     September 30,
                                                            1997              1996
                                                       -------------     -------------
                                                        (UNAUDITED)       (UNAUDITED)
<S>                                                    <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                              $  (2,124)        $  (6,275)
  Adjustments to reconcile net loss to net cash
    provided (used) by operating activities:
    Depreciation and amortization                             623               674
    Acquired in-process research and development               --             7,066
    Changes in operating assets and liabilities:
      (Increase) decrease in accounts receivable              597             3,263
      (Increase) decrease in prepaid expenses                  56              (681)
      (Increase) decrease in tax refunds due               (2,062)               --
      (Increase) decrease in deferred tax asset             1,566               198
      (Increase) decrease in other assets                      12                21
      Increase (decrease) in accounts payable                (169)             (971)
      Increase (decrease) in accrued liabilities              255            (1,390)
      Increase (decrease) in accrued compensation             108               549
      Increase (decrease) in deferred revenue                (554)           (3,488)
                                                         ----------       -----------
    Net cash used by operating activities                  (1,692)           (1,034)
                                                         ----------       -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Net sale (purchase) of short-term investments            (1,889)            2,417
  Investment in acquisition of LORGB                           --            (8,084)
  Purchase of property and equipment                         (379)             (641)
                                                         ----------       -----------
    Net cash used in investing activities                  (2,268)           (6,308)
                                                         ----------       -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of common stock                      509             4,606
                                                         ----------       -----------
    Net cash provided by financing activities                 509             4,606
                                                         ----------       -----------

EFFECT OF EXCHANGE RATE CHANGES ON CASH
  AND CASH EQUIVALENTS                                       (199)                6
                                                         ----------       -----------
NET DECREASE IN CASH AND CASH EQUIVALENTS                  (3,650)           (2,730)
CASH AND CASH EQUIVALENTS AT BEGINNING OF
  PERIOD                                                    7,041             4,199
                                                         ----------       -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD               $  3,391          $  1,469
                                                         ----------       -----------
                                                         ----------       -----------
</TABLE>


                                     -5-
<PAGE>

                              C*ATS SOFTWARE INC.
                                       
         NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (unaudited)

1.   NATURE OF OPERATIONS:

     C*ATS Software Inc. (the "Company") was organized in 1988 as a successor 
to a partnership formed in 1986. The Company develops and markets 
client/server software for financial risk management. The majority of the 
Company's current clients are domestic and international financial 
institutions.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

     The accompanying condensed consolidated financial statements have been
prepared pursuant to the rules and regulations of the Securities and Exchange
Commission.  Certain information and footnote disclosures normally included in
annual financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to those rules
and regulations, although the Company believes that the disclosures made are
adequate to make the information presented not misleading.  The interim
financial statements are unaudited, but reflect all adjustments (consisting of
only normal recurring adjustments) which are, in the opinion of management,
necessary for a fair presentation.  The financial statements should be read in
conjunction with the Company's financial statements and footnotes as presented
in the Company's Annual Report filed under SEC Form 10-K.


REVENUE RECOGNITION

     The Company licenses its products to end users under annual license
agreements which include rights to maintenance support services and product
upgrades. Accordingly, license revenues are recognized ratably over twelve
months.

     In addition, the Company provides training and consulting services to its
clients.  Revenue from such services is generally recognized as the services
are performed.  When performing long-term systems integration projects for its
clients,  revenues are recognized based on the percentage-of-completion method.
Any anticipated losses would be recorded in the earliest period in which such
loss may become evident.  The Company does not currently have a long-term
project in process.


                                       -6-

<PAGE>

EARNINGS PER SHARE

     Earnings per share is normally computed using the weighted average 
number of shares of common stock and dilutive common equivalent shares from 
stock options (using the treasury stock method).   In 1996 and 1997, common 
share equivalents would have an anti-dilutive effect on the net loss per 
share calculation, and are therefore  excluded from  the calculations for 
these periods.

     The Financial Accounting Standards Board ("FASB") has issued Financial 
Accounting Standards No. 128, "Accounting for Earnings Per Share" ("SFAS No. 
128"). This statement is effective for financial statements with periods 
beginning after December 31, 1997.  Early adoption is not permitted. The 
Company anticipates adoption of the pronouncement will not have a significant 
effect upon the calculation of its earnings per share.


                                       -7-

<PAGE>

                              C*ATS SOFTWARE INC.

                     MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     This report contains forward-looking statements within the meaning of 
Section 27A of the Securities Act of 1933 and Section 21E of the Securities 
Exchange Act of 1934.  Actual results could differ materially from those 
projected in the forward looking statements as a result of factors set forth 
in the section titled "Future Operating Results" and elsewhere.

RESULTS OF OPERATIONS:

     The following table sets forth for the periods indicated the percentage 
of revenues represented by certain line items in the Company's Consolidated 
Statements of Operations:

<TABLE>
<CAPTION>
                                                              Three Months Ended             Nine Months Ended
                                                         -----------------------------  ----------------------------
                                                          September 30,  September 30,  September 30,  September 30,
                                                              1997           1996           1997           1996
                                                         -------------   -------------  ------------   -------------
                                                           (UNAUDITED)    (UNAUDITED)    (UNAUDITED)    (UNAUDITED)
<S>                                                      <C>             <C>            <C>            <C>
Revenues:
  License revenue                                                92%            94%            94%            95%
  Service and other revenue                                       8              6              6              5
                                                             --------       --------       --------        -------
    Total revenues                                              100            100            100            100
Costs and expenses:
  Cost of revenues                                                2              2              2              1
  Research and development                                       41             35             38             29
  Sales and marketing                                            63             60             61             53
  General and administrative                                     18             13             16             13
  In process R&D and one-time project 
    costs                                                        11             --              4             45
                                                             --------       --------       --------        -------
Total costs and expenses                                        135            110            121            141
                                                             --------       --------       --------        -------
Operating loss                                                  (35)           (10)           (21)           (41)
Interest income                                                   5              4              5              4
                                                             --------       --------       --------        -------
Loss before provision (benefit) for
  income taxes                                                  (30)            (6)           (16)           (37)
Provision (benefit) for income taxes                              0             (2)             0              3
                                                             --------       --------       --------        -------
  Net loss                                                      (30)%           (4)%          (16)%          (40)%


</TABLE>
                                       -8-
<PAGE>

REVENUES

     The Company's revenues are primarily a function of the renewal rates for 
annual product licenses to existing Catalyst and CARMA clients, along with 
new sales of these products. Total revenues during the third quarter of 1997 
decreased to $4.7 million, a 5% reduction versus third quarter 1996 revenues 
of $4.9 million.  The decrease reflected lower renewal bookings of the 
Company's Catalyst product line in late 1996 and the first three quarters of 
1997, which are amortized on an annual basis and reflected as revenue over 
the succeeding twelve month period.  Revenues for the first nine months of 
1997 decreased by 13% to $13.7 million from $15.7 million in 1996.  
International revenues accounted for 85% of total revenues in the third 
quarter and the first nine months of 1997 compared to 81% and 80% during the 
same periods in 1996. Domestic revenues increased by 21% and 28% in the third 
quarter and first three quarters of 1997, respectively versus 1996, while 
international revenues decreased by 7% in the third quarter and 8% 
year-to-date over the same period of 1996. The increase in domestic revenues 
is primarily attributable to trial installations of the Company's CARMA 
product line.

     LICENSE.  License revenue declined by 6% to $4.3 million in the third
quarter of 1997 from $4.6 million in the third quarter of 1996. For the first
nine months of 1997, license revenue decreased by 14% to $12.9 million from
$14.9 million in 1996. License revenue decreased primarily as a result of a
decrease in the number of sites where the Company's products are licensed.

     SERVICE AND OTHER.  Service and other revenues remained at approximately
$0.3 million in the third quarter of 1997 and 1996. Service and other revenues
increased to $0.8 million in the first nine months of 1997 versus year earlier
service revenues of $0.7 million.  In the first three quarters of 1997, the
Company began a series of paid CARMA trial installations at new customer sites.
There is an opportunity for these sites to become licensed CARMA customers
during the future quarters of 1997 and 1998.

COSTS AND EXPENSES

     COST OF REVENUES.  Cost of revenues includes the cost of documentation
materials, royalties and the cost of subcontracted services.  Cost of revenues
remained at approximately $0.1 million in the third quarter of 1997 and 1996
and $0.2 million in the first three quarters of 1997 and 1996.

     RESEARCH AND DEVELOPMENT.  Most of research and development expenditures
are personnel related.  Total expenditures for research and development
increased to $1.9 million in the third quarter compared with $1.7 million in
the third quarter of 1996.  The increase is attributable to additional
development costs of the C*ATS FX product for which license rights were
acquired during the third quarter of 1997.  For the first three quarters of
1997, research and development expenditures increased to $5.1 million from $4.5
million in the first three quarters of 1996 when CARMA related research
encompassed only eight months of activity following the acquisition of LORGB in
February 1996.  New product development continues on future releases of both
the Catalyst and CARMA product lines during 1997. In connection with the
acquisition of licensing rights of the C*ATS FX product in the third quarter of
1997, the company expensed $0.6 million of one time project costs. In


                                      -9-

<PAGE>

connection with the LORGB acquisition during the first quarter of 1996, the 
Company recognized a one-time expense amounting to $7.1 million of in process 
research and development. The amounts of ongoing software development costs 
which could have been capitalized were immaterial and, therefore, no internal 
software development costs have been capitalized by the Company to date. The 
Company believes that significant investment for product research and 
development is essential to product and technical leadership, and the Company 
anticipates that it will continue to commit substantial resources to research 
and development in the future.  The Company anticipates continuing research 
and development expenditures at a similar level of activity during the 
remainder of 1997.

     SALES AND MARKETING.  Sales and marketing expenses consist principally 
of salary, commissions and facilities-related costs.  Sales and marketing 
expenditures declined slightly to $2.9 million in the third quarter of 1997 
relative to 1996 expenditure levels of $3.0 million.  Year-to-date sales and 
marketing expenses remained constant at approximately $8.4 million in 1997 
and 1996. The Company anticipates that sales and marketing expenses will 
increase in dollar amount during the remainder of 1997 and 1998 as the 
Company expands its sales and service organization to support the expanded 
distribution and servicing of the CARMA products.

     GENERAL AND ADMINISTRATIVE.  General and administrative expenses consist 
of personnel costs for finance, contract administration, human resources and 
general management and administration, as well as legal, accounting and 
auditing expenses.  General and administrative expenses in the third quarter 
increased to $0.8 million from $0.6 million in 1996 and to $2.2 million in 
first three quarters of 1997 from $2.0 million during the same period in 
1996. The Company anticipates that general and administrative expenses will 
remain at current levels during the remainder of 1997.

INTEREST INCOME

     Interest income is comprised primarily of interest earned on the 
Company's cash and short term investment balances. Interest income remained 
constant at $0.2 million and $0.7 million in the third quarter and first 
three quarters of 1997 and 1996, respectively.

PROVISION FOR INCOME TAXES

     The Company accounts for income taxes in accordance with Statement of 
Financial Accounting Standards No. 109, "Accounting for Income Taxes," which 
provides for a liability approach under which deferred income taxes are 
provided based upon enacted laws and rates applicable to the periods in which 
the taxes become payable.  The provision for income taxes was 0% and 37% in 
the third quarter and the first three quarters of 1997.  In 1996, the Company 
recognized a 37% benefit in the third quarter and a 37% provision for the 
first nine months.  The provision for income taxes takes into account the 
effects of foreign income taxes and state income taxes, offset by utilization 
of research and development credits and foreign tax credits in both years.

     As of September 30, 1997, the Company had a $7.0 million gross deferred 
tax asset.  Due to certain limitations of benefits related to the tax credit 
and net operating loss carryback rules, the Company has provided a valuation 
allowance of $0.8 million related to the deferred tax asset.


                                       -10-

<PAGE>

      The Company's tax returns for 1990 through 1993 are being examined by 
the Internal Revenue Service relative to the treatment of foreign withholding 
taxes on the Company's software license revenue under tax treaties in effect 
during those years.  The examination may result in adjustments to previously 
filed tax returns.  The Company is currently undertaking competent authority 
relief, which, if successful, will eliminate any potential double taxation.  
The Company believes that it has reserves sufficient to cover any actual tax 
liabilities as a result of this examination; however, no assurance can be 
given that the reserves will be adequate.

FUTURE OPERATING RESULTS

     The Company has derived most of its revenues from the licensing of 
software products and services for derivatives risk management.  The market 
for derivative risk management products is highly competitive.  There is no 
assurance that competition will not cause the Company to lose market share or 
will not affect pricing and margins. In addition, the Company offers other 
products to facilitate firm-wide risk management. The market for firm-wide 
risk management products is at a very early stage of development. Failure of 
a significant market for firm-wide risk management products to develop or, if 
it does, failure of the Company's products to achieve broad market acceptance 
could have a material adverse affect on the Company's business, operating 
results and financial condition.

     The Company's revenues are derived primarily from annual renewable 
license fees, and although the Company has been successful to date in 
negotiating renewable licenses rather than perpetual licenses, the Company 
may in the future encounter resistance to such renewable licenses.  A 
significant decline in the percentage of clients who renew their license or 
the failure of the Company to enter into renewable licenses would have a 
material adverse effect on the business, operating results and financial 
condition of the Company.

     A significant portion of the Company's revenues are derived from sales 
to international clients.  International sales and operations may be limited 
or disrupted by the imposition of government controls, export license 
requirements, political instability, trade restrictions, changes in tariffs 
and exchange rates, difficulties in staffing, coordinating communications, 
managing international operations and other factors.  The Company prices its 
products in U.S. dollars, but it incurs expenses in local currencies for its 
overseas operations.  The Company attempts to reduce its exposure to exchange 
rate fluctuations by purchasing foreign currencies every nine to twelve 
months in amounts equal to the operating expenses estimated to be payable in 
such currencies during the next nine to twelve months.  Regulatory compliance 
requirements differ among foreign countries and are also different from those 
established in the United States, and any inability to obtain necessary 
foreign regulatory approvals on a timely basis could have an adverse effect 
on the Company's international sales, and thereby on its business, financial 
condition and results of operations.  Additionally, the Company's business, 
financial condition and international operating results may be adversely 
affected by fluctuations in currency exchange rates as well as increases in 
duty rates, difficulties in obtaining export licenses, ability to maintain or 
increase prices and competition.

     The Company's acquisition of LORGB entails various risks.  Continued 
development of the CARMA product line will be required.  There is also no 
assurance that the LORGB products will win 


                                        -11-
<PAGE>

broad market acceptance.  The addition of the LORGB personnel and related 
overhead has increased the Company's expenses.  If the Company is not 
successful in marketing the LORGB products, then the Company's earnings will 
be adversely affected.

     The Company's quarterly operating results may fluctuate as a result of a 
variety of factors including the volume and timing of license renewals by 
existing clients, license agreements with new clients, the timing and market 
acceptance of new products or technological advances by the Company or its 
competitors, price levels, and unexpected expenses. The Company's expense 
levels are based, in part, on expectations of future revenues. If revenues in 
a particular quarter do not meet expectations, operating results could be 
adversely affected. The Company expects that its operating results will 
fluctuate in the future as a result of these and other factors. Additionally, 
the Company has accrued a reserve for tax liabilities in connection with an 
Internal Revenue Service examination. There can be no assurance that such a 
reserve will be adequate to cover any liabilities. Results of past quarters 
should not be relied on as an indication of future results.

LIQUIDITY AND CAPITAL RESOURCES

     The Company has funded its operations to date through cash flow from 
operations and its initial public offering of stock effective March 20, 1995. 
As of September 30, 1997, the Company had $20.3 million in cash, cash 
equivalents and short-term investments, and no long term debt.

     Net cash used by operating activities totaled $1.7 million in the first 
three quarters  of 1997 compared to $1.0 million used by operating activities 
during the first three quarters of 1996. During the first three quarters of 
1997,  the Company used $2.3 million for net investing activities. During the 
first three quarters of 1996, the Company used $8.1 million of net cash for 
acquisitions and netted $2.4 million from the purchase and sale of short-term 
investments.  The Company added $0.4 million of property and equipment in the 
first three quarters of 1997 versus $0.6 million added during the first three 
quarters of 1996.  The Company has no significant capital commitments and 
currently anticipates that additions to property and equipment for 1997 will 
be approximately $0.5 million.

     Financing activities provided cash of $0.5 million in the first three 
quarters of 1997 resulting from the exercise of stock options. During the 
first three quarters of 1996, the Company issued $4.2 million of common stock 
in connection with the acquisition of  LORGB in addition to receiving an 
additional $0.4 million from common stock option exercises.

     The Company believes that the liquidity provided by existing cash, cash 
equivalents and short-term investment balances, and the cash flow expected to 
be generated from operations will be adequate to meet the Company's 
anticipated cash needs for working capital and capital expenditure 
requirements for at least the next twelve months.


                                        -12-
<PAGE>

                              C*ATS SOFTWARE INC.
                                       
Item 4.   SUBMISSION OF MATTERS TO A VOTE OF STOCK HOLDERS

          No items were submitted to a vote of security holders during the
          quarter ended September 30, 1997.

Item 6.   EXHIBITS AND REPORTS ON FORM 8-K
          
          No reports on Form 8-K were filed by the Company during the quarter
          ended September 30, 1997.

*******************************************************************************
                                       
                                  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.

                                           C*ATS Software Inc.
                                           (Registrant)


Date:  November 13, 1997              By:  Rod A. Beckstrom
                                           ------------------------------------
                                           Rod A. Beckstrom
                                           Chief Executive Officer and Chairman
                                           (Principal Executive Officer)


Date:  November 13, 1997              By:  David Gilbert
                                           ------------------------------------
                                           David Gilbert
                                           President, Chief Operating and
                                           Chief Financial Officer
                                           (Principal Financial and
                                           Principal Accounting Officer)
                                       


                                     -13-

<PAGE>

                              C*ATS SOFTWARE INC.
                                       
                               INDEX TO EXHIBITS


EXHIBIT                     EXHIBIT TITLE                                 PAGE
NUMBER                                                                   NUMBER

  27       Requirements for the Format and Input of Financial 
           Data Schedules                                                  15


                                       
                                       -14-