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                                 UNITED STATES
 
                       SECURITIES AND EXCHANGE COMMISSION
 
                             WASHINGTON, D.C. 20549
 
                                  FORM 10-K/A
 
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
   EXCHANGE ACT OF 1934
 
                    FOR THE FISCAL YEAR ENDED JUNE 30, 1997
 
                                       OR
 
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
   SECURITIES EXCHANGE ACT OF 1934
 
                         COMMISSION FILE NUMBER 0-19092
 
                            ------------------------
 
                               ROSS SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)
 
<TABLE>
<S>                                     <C>                                     <C>
              CALIFORNIA                        TWO CONCOURSE PARKWAY                         94-2170198
       (State of incorporation)                       SUITE 800                            (I.R.S. Employer
                                                ATLANTA, GEORGIA 30328                   Identification No.)
                                                    (770) 351-9600
                                              (Address and telephone of
                                             principal executive offices)
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          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
 
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<S>                               <C>
                                      NAME OF EACH EXCHANGE ON
      TITLE OF EACH CLASS                 WHICH REGISTERED
              None                              None
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          SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
 
                           Common Stock, no par value
 
                                (Title of class)
 
    Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES /X/ NO / /
 
    Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / /
 
    The aggregate market value of the Registrant's voting stock held by
non-affiliates of the Registrant, based upon the closing sale price of the
Common Stock on September 12, 1997 in the over-the-counter market as reported by
NASDAQ, was approximately $70,980,352. Shares of voting stock held by each
officer and director and by each person who owns 5% or more of the outstanding
Common Stock have been excluded in that such persons may be deemed to be
affiliates. This determination of affiliate status is not necessarily a
conclusive determination for other purposes.
 
    As of September 12, 1997, the Registrant had outstanding 19,248,909 shares
of Common Stock and 107 shares of Series E Redeemable Convertible Preferred
Stock.
 
                      DOCUMENTS INCORPORATED BY REFERENCE
 
    Parts of the Proxy Statement for the Registrant's 1997 Annual Meeting of
Shareholders to be held November 19, 1997 are incorporated by reference in Part
III of this Form 10-K Report.
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    This 10-K/A is being filed to include new Exhibits. Other than the 
Exhibits being filed herewith, all other information included in the initial 
filing is unchanged.

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                                   SIGNATURES
 
    Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the Registrant has duly caused this Amendment on Form 
10-K/A to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Atlanta, State of Georgia, on the 29th day of 
April, 1998.
 
                                ROSS SYSTEMS, INC.
 
                                By:              /s/ DENNIS V. VOHS
                                     -----------------------------------------
                                       Dennis V. Vohs, Chairman Of The Board
                                            and Chief Executive Officer
 
    Pursuant to the requirements of the Securities Exchange Act of 1934, this 
Report has been signed below by the following persons on behalf of the 
Registrant and in the capacities and on the dates indicated.
 
          SIGNATURE                        TITLE                    DATE
------------------------------  ---------------------------  -------------------
 
                                Chairman of the Board,
      /s/ DENNIS V. VOHS          Chief
------------------------------    Executive Officer and          April 29, 1998
        Dennis V. Vohs            Director (Principal
                                  Executive Officer)
 
                                Corporate Controller
     /s/ JAMES RILEY              (Principal                     April 29, 1998
------------------------------    Financial and
     James Riley                  Accounting Officer) 
                                  and Assistant Secretary
                              
 
     * MARIO M. ROSATI
------------------------------  Director                        April 29, 1998
       Mario M. Rosati
 
     * BRUCE J. RYAN
------------------------------  Director                        April 29, 1998
        Bruce J. Ryan
 
     * J. PATRICK TINLEY
------------------------------  President, Chief Operating      April 29, 1998
      J. Patrick Tinley           Officer and Director
 
 
    /s/ DENNIS V. VOHS
------------------------------                                  April 29, 1998
        Dennis V. Vohs
      (Attorney-In-Fact)
 
                                        2
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                               ROSS SYSTEMS, INC.
                     AMENDMENT TO ANNUAL REPORT ON FORM 10-K/A
                            YEAR ENDED JUNE 30, 1997
                               ROSS SYSTEMS, INC.
                               INDEX TO EXHIBITS
 
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<CAPTION>

  EXHIBIT
    NO.                                                     DESCRIPTION
-----------  ---------------------------------------------------------------------------------------------------------
<C>          <S>
 
       3.1   Article of Incorporation, as amended (1)
 
       3.2   Certificate of Determination of Rights, Preferences and Privileges of Series A Preferred Stock, Series B
             Preferred Stock and Series C Preferred Stock of Ross Systems, Inc. (2)
 
       3.3   Bylaws, as amended (3)
 
       3.4   Certificate of Determination of Rights, Preferences and Privileges of Series E Preferred Stock of Ross
             Systems, Inc. (4)
 
      10.1   Subscription Agreement dated December 29, 1995 between Registrant and Fletcher International Limited (5)
 
      10.2   Subscription Agreement dated June 28, 1996 between Registrant and Fletcher International Limited (6)
 
      10.3   Amendment No. 1 dated July 8, 1996 to the December 29, 1995 Subscription Agreement and the June 28, 1996
             Subscription Agreement between Registrant and Fletcher International Limited (6)
 
      10.4   Amendment No. 2 dated June 10, 1997 to the December 29, 1995 Subscription Agreement and the June 28, 1996
             Subscription Agreement between Registrant and Fletcher International Limited*
 
      10.5A  Extension Agreement and Amendment to Loan Documents dated March 21, 1997 between Registrant and Coast 
             Business Credit, a division of Southern Pacific Thrift and Loan Association
 
      10.5B  Extension Agreement and Amendment to Loan Documents dated August 18, 1995 between Registrant and CoastFed 
             Business Credit Corporation ("Coast")
 
      10.5C  First Amendment to Loan and Security Agreement dated June 30, 1995 between Registrant and Coast
 
      10.5D  Loan and Security Agreement dated October 11, 1994 between Registrant and Coast
 
      11.1   Statement regarding Computation of Per Share Earnings*
 
      21.1   Listing of Subsidiaries of Registrant*
 
      23.1   Consent of Coopers & Lybrand LLP
 
      23.2   Consent of KPMG
 
      23.3   Consent of KPMG Peat Marwick LLP
 
      24.1   Power of Attorney*
 
        27   Financial Data Schedule*
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------------------------
 
(1) Incorporated by reference to the exhibit filed with the Registrant's
    Quarterly Report on Form 10-Q for the period ended December 31, 1995, as
    amended by the exhibits filed by the Registrant's Current Report on Form 8-K
    dated February 13, 1996. Additional amendment previously filed as an 
    exhibit to the Annual Report on Form 10-K for the year ended June 30, 
    1997 filed on September 29, 1997.
 
(2) Incorporated by reference to the exhibit filed with the Registrant's
    Quarterly Report on Form 10-Q for the period ended March 31, 1996 filed May
    6, 1996.
 
(3) Incorporated by reference to the exhibit filed with the Registrant's Annual
    Report on Form 10-K filed September 27, 1993.
 
                                       3
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(4) Incorporated by reference to the exhibit filed with the Registrant's
    Quarterly Report on Form 10-Q for the period ended December 31, 1996 filed
    February 13, 1997.
 
(5) Incorporated by reference to the exhibit filed with the Registrant's
    Quarterly Report on Form 10-Q for the period ended December 31, 1995 filed
    February 14, 1996.
 
(6) Incorporated by reference to the exhibit filed with the Registrant's
    Quarterly Report on Form 10-Q for the period ended September 30, 1996 filed
    November 8, 1996.
 
 *  Previously filed.

                                       4