<PAGE>

                       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 MARCH 31, 1999
                                       OR,

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

            FROM THE TRANSITION PERIOD FROM            TO 

                         COMMISSION FILE NUMBER 0-27012

                             INSIGNIA SOLUTIONS PLC
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

         ENGLAND AND WALES                      NOT APPLICABLE
  (State or other jurisdiction of              (I.R.S. employer 
   incorporation or organization)            identification number)

                             ----------------------


  41300 CHRISTY STREET                      THE MERCURY CENTRE, WYCOMBE LANE
        FREMONT                                      WOOBURN GREEN
    CALIFORNIA 94538                          HIGH WYCOMBE, BUCKS HP10 0HH
UNITED STATES OF AMERICA                             UNITED KINGDOM
     (510) 360-3700                                 (44) 1628-539500

          (ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES
                       AND PRINCIPAL PLACES OF BUSINESS)

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 [ ]

As of May 12, 1999, there were 12,783,425 Ordinary shares of L 0.20 each 
nominal value, outstanding.

<PAGE>

                             INSIGNIA SOLUTIONS PLC

                         PART 1 - FINANCIAL INFORMATION

<TABLE>
<S>       <C>                                                                                <C>

ITEM 1.   FINANCIAL STATEMENTS:

          Condensed Consolidated Balance Sheet at March 31, 1999
          and December 31, 1998..............................................................3

          Condensed Consolidated Statement of Operations for the three months
          ended March 31, 1999 and 1998......................................................4

          Condensed Consolidated Statement of Cash Flows for the three months
          ended March 31, 1999 and 1998......................................................5

          Notes to Unaudited Condensed Consolidated Financial Statements.....................6

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS.........................................................10

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK........................21

                      PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS.................................................................22

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K..................................................22

SIGNATURES..................................................................................23

</TABLE>

                                     Page 2
<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                             INSIGNIA SOLUTIONS PLC
                      CONDENSED CONSOLIDATED BALANCE SHEET
                        (AMOUNTS IN THOUSANDS, UNAUDITED)

<TABLE>
<CAPTION>
                                                                     March 31,            December 31,
                             ASSETS                                    1999                   1998
                                                               -------------------    -------------------
<S>                                                            <C>                    <C>
Current assets:
          Cash and cash equivalents                                   $  3,577               $  6,798
          Restricted cash                                                  186                    186
          Cash and cash equivalents held in escrow                       6,700                  9,100
          Accounts receivable, net of allowances
              of $948 and $1,449, respectively                           1,017                  1,706
          Prepaid and other current assets                               1,423                  1,515
                                                               -------------------    -------------------
             Total current assets                                       12,903                 19,305

Property and equipment, net                                                928                  1,074
Restricted cash                                                            250                    250
Other noncurrent assets                                                    325                    382
                                                               -------------------    -------------------

                                                                      $ 14,406               $ 21,011
                                                               ===================    ===================

             LIABILITIES AND SHAREHOLDERS' EQUITY 

Current liabilities:
       Accounts payable                                               $    847               $  1,608
       Accrued liabilities                                               2,267                  2,265
       Accrued royalties                                                 1,597                  4,309
       Income taxes payable                                                960                    994
       Deferred revenue                                                    228                    262
       Customer deposits                                                    63                    104
       Capital lease obligations                                            37                     51
                                                               -------------------    -------------------
             Total current liabilities                                   5,999                  9,593
                                                               -------------------    -------------------

Contingency (Note 6)

Shareholders' equity:
       Preferred shares                                                      -                      -
       Ordinary shares                                                   4,225                  4,164
       Additional paid-in capital                                       34,769                 34,725
       Accumulated deficit                                             (30,126)               (27,010)
       Cumulative currency translation adjustment                         (461)                  (461)
                                                               -------------------    -------------------
             Total shareholders' equity                                  8,407                 11,418
                                                               -------------------    -------------------

                                                                      $ 14,406               $ 21,011
                                                               ===================    ===================
</TABLE>

                             See accompanying notes

                                   Page 3
<PAGE>

                             INSIGNIA SOLUTIONS PLC
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
           (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS, UNAUDITED)

<TABLE>
<CAPTION>
                                                                         Three months ended
                                                                             March 31,
                                                               ---------------------------------------
                                                                    1999                    1998
                                                               ----------------        ---------------
<S>                                                            <C>                     <C>
Net revenues:
       License                                                     $   2,180                $ 4,760
       Service                                                           128                    222
                                                               ----------------        ---------------

              Total net revenues                                       2,308                  4,982
                                                               ----------------        ---------------

Cost of net revenues:
       License                                                         1,093                  2,478
       Service                                                           178                    441
                                                               ----------------        ---------------

              Total cost of net revenues                               1,271                  2,919
                                                               ----------------        ---------------

              Gross profit                                             1,037                  2,063
                                                               ----------------        ---------------

Operating expenses:
       Sales and marketing                                             1,628                  2,563
       Research and development                                        1,615                  1,496
       General and administrative                                        978                  1,361
                                                               ----------------        ---------------

              Total operating expenses                                 4,221                  5,420
                                                               ----------------        ---------------

              Operating loss                                          (3,184)                (3,357)

Interest income, net                                                     155                    151
Other income (expense), net                                              (47)                14,791
                                                               ----------------        ---------------

              Income (loss) before income taxes                       (3,076)                11,585

Provision for income taxes                                                40                  3,953
                                                               ----------------        ---------------

              Net income (loss)                                    $  (3,116)              $  7,632
                                                               ================        ===============

Net income (loss) per share:                                                            
                      Basic                                        $   (0.25)               $  0.63
                                                               ================        ===============
                      Diluted                                      $   (0.25)               $  0.62
                                                               ================        ===============

Weighted average equivalent shares:                                                     
                      Basic                                           12,690                 12,077
                                                               ================        ===============
                      Diluted                                         12,690                 12,404
                                                               ================        ===============
</TABLE>

                             See accompanying notes


                                   Page 4
<PAGE>

                             INSIGNIA SOLUTIONS PLC
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                        (AMOUNTS IN THOUSANDS, UNAUDITED)

<TABLE>
<CAPTION>
                                                                                Three months ended
                                                                                     March 31,
                                                                           ------------------------------
                                                                               1999              1998
                                                                           -------------     -------------
<S>                                                                        <C>               <C>
Cash flows from operating activities:

    Net income (loss)                                                        $ (3,116)          $ 7,632
       Adjustments to reconcile net income (loss) to net cash used
       in operating activities:
        Depreciation                                                              176               236
        Other                                                                       -           (14,731)
        Net changes in assets and liabilities:
               Accounts receivable, net                                           689               699
               Prepaid and other current assets                                    92              (655)
               Prepaid income taxes                                                 -               864
               Other noncurrent assets                                             57                82
               Accounts payable                                                  (761)              142
               Accrued liabilities                                                  2               (69)
               Customer deposits                                                  (41)             (182)
               Accrued royalties                                               (2,712)           (1,491)
               Deferred revenue                                                   (34)             (335)
               Income taxes                                                       (34)            3,316
               Noncurrent liabilities                                               -                98
                                                                           -------------     -------------
                Net cash used in operating activities                          (5,682)           (4,394)
                                                                           -------------     -------------
Cash flows from investing activities:
    Purchases of property and equipment                                           (50)             (284)
    Purchase of short-term investments, net                                         -            (2,237)
    Proceeds from sale of product line                                             20            16,597
    Product line sale proceeds held in escrow                                    (100)           (8,750)
    Product line sale proceeds released from escrow                             2,500                 -
                                                                           -------------     -------------
                Net cash provided by investing activities                       2,370             5,326
                                                                           -------------     -------------
Cash flows from financing activities:
    Payments made under capital leases                                            (14)              (76)
    Proceeds from issuance of shares, net                                         105               188
                                                                           -------------     -------------
                Net cash provided by financing activities                          91               112
                                                                           -------------     -------------
Net increase (decrease) in cash and cash equivalents                           (3,221)            1,044
Cash and cash equivalents at beginning of the period                            6,798            10,641
                                                                           -------------     -------------
Cash and cash equivalents at end of the period                                 $3,577           $11,685
                                                                           =============     =============
</TABLE>

                             See accompanying notes

                                   Page 5
<PAGE>

                             INSIGNIA SOLUTIONS PLC

                    NOTES TO UNAUDITED CONDENSED CONSOLIDATED

                              FINANCIAL STATEMENTS

NOTE 1.  BASIS OF PRESENTATION

The condensed consolidated financial statements are unaudited. However, in the
opinion of management, all adjustments (consisting only of normal recurring
adjustments) which are necessary for a fair presentation of the financial
position and results for the interim period have been included.

The results of operations for the three months ended March 31, 1999 are not
necessarily indicative of the results to be expected for the entire fiscal year,
which ends on December 31, 1999.

These condensed consolidated financial statements should be read in conjunction
with the financial statements and notes thereto for the year ended December 31,
1998, included in Insignia's 1998 Annual Report and Insignia's Form 10-K.

NOTE 2.  INCOME TAX PROVISION (BENEFIT)

Insignia's provision for income taxes for the three months ended March 31, 1999,
primarily represents certain non-U.S. taxes arising from sales to customers in
Japan. Insignia accounts for income taxes under an asset and liability approach
that requires the recognition of deferred tax assets and liabilities for the
expected future tax consequences of events that have been recognized in
Insignia's financial statements or tax returns. In estimating future tax
consequences, Insignia generally considers all expected future events other than
enactments of changes in the tax law or rates.

NOTE 3.  NET INCOME (LOSS) PER SHARE

Net income (loss) per share ("EPS") is presented on a Basic and Diluted basis,
and is based upon the weighted average number of ordinary and ordinary
equivalent shares outstanding during the period. Ordinary equivalent shares
consist of warrants and stock options (using the modified treasury stock
method). Under the Basic method of calculation of EPS, ordinary equivalent
shares are excluded from the computation. Under the Diluted method of
calculation of EPS, ordinary share equivalents are excluded from the computation
if their effect is anti-dilutive.

NOTE 4.  RECENT ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard No. 133 "Accounting for Derivative Instruments and
Hedging Activities" ("FAS 133"). FAS 133 establishes accounting and reporting
standards for derivative instruments and for hedging activities. This statement
becomes effective for all fiscal quarters of fiscal years beginning after June
15, 1999. Insignia will adopt FAS 133 in 2000. Insignia expects the adoption 
of FAS 133 will not affect results of operations.

                                    Page 6
<PAGE>

In March 1998, the AICPA issued Statement of Position No. 98-1, "Accounting for
the Costs of Computer Software Developed or Obtained for Internal Use" ("SOP
98-1"). SOP 98-1 provides guidance on accounting for the costs of computer
software developed or obtained for internal use and is effective for financial
statements for fiscal years beginning after December 15, 1998. Insignia has
adopted SOP 98-1 in 1999. The adoption of SOP 98-1 did not have a material
impact on the results of operations.

NOTE 5.  COMPREHENSIVE INCOME (LOSS)

In 1998, Insignia adopted Statement of Financial Accounting Standards No. 130,
"Reporting Comprehensive Income" ("FAS 130"). FAS 130 requires that all items
recognized under accounting standards as components of comprehensive earnings be
reported in an annual statement that is displayed with the same prominence as
other annual financial statements. FAS 130 also requires that an entity classify
items of other comprehensive earnings by their nature in an annual financial
statement. The accumulated other comprehensive loss at March 31, 1999 and
December 31, 1998 related to cumulative currency translation adjustments.

Total comprehensive income (loss) was not different from the net income (loss)
reported for the three months ended March 31, 1999.

NOTE 6.  CONTINGENCIES

MICROSOFT

Insignia has a non-exclusive, worldwide license from Microsoft ("Microsoft
Distribution Agreement") to reproduce, adapt and distribute the currently
available versions of Windows and MS-DOS that are included as a component of
Insignia's SoftWindows products. Insignia pays Microsoft a per unit royalty for
copies of Insignia's products sold that include a version of Windows and MS-DOS.
The current royalty amounts are based upon certain estimates of the volume of
Insignia's sales of SoftWindows. The Microsoft Distribution Agreement expired on
March 31, 1997, but was extended until September 30, 1998 on substantially the
same terms. Insignia subsequently entered into a new distribution agreement
dated October 1, 1998 on substantially the same terms, effective for one year.

In January 1999, pursuant to this agreement, Microsoft began an audit of the
royalties paid in 1997 and 1998. Insignia has not been notified of the outcome
of the audit. If Microsoft claims underpayment of royalties, under this
agreement, Insignia may be subject to penalties in addition to the repayment of
the underpaid royalties.


                                   Page 7
<PAGE>

CITRIX

In February 1998, Insignia disposed of its NTRIGUE technology for $17.687
million. A substantial portion of the total purchase price paid by the Buyer
("Citrix") was placed in escrow to secure Insignia's agreement to indemnify
Citrix with respect to certain matters.

On January 29, 1999, Insignia received an indemnity claim from Citrix for an
amount estimated by Citrix to not exceed $6.25 million. The claim was made
pursuant to the Asset Purchase Agreement between Insignia and Citrix under which
Citrix purchased Insignia's NTRIGUE product line in February 1998.

Citrix' indemnity claim is based on a declaratory relief action that Citrix
filed against GraphOn Corporation ("GraphOn") in November 1998 in the United
States District Court, Southern District of Florida. Citrix' action against
GraphOn seeks a declaratory judgement that Citrix does not infringe any GraphOn
proprietary rights and that Citrix has not misappropriated any trade secrets or
breached an agreement to which GraphOn is a party. Citrix filed the action in
response to and to resolve assertions first made by GraphOn, and disclosed to
Citrix in January 1998, that Insignia used GraphOn's confidential information to
develop certain of Insignia's products, possibly including products Insignia
sold to Citrix in February 1998. GraphOn has not filed an action against either
Insignia or Citrix relating to its assertions and Insignia believes such
assertions by GraphOn are without merit or basis. Accordingly, Insignia intends
to contest Citrix' indemnity claim.

NOTE 7.  SEGMENT INFORMATION

In 1998, Insignia adopted Statement of Financial Accounting Standards 131,
"Disclosures about Segments of an Enterprise and Related Information" ("FAS
131"). FAS 131 supersedes FAS 14, "Financial Reporting for Segments of a
Business Enterprise", replacing the "industry segment" approach with the
"management" approach. The management approach designates the internal
organization that is used by management for making operating decisions and
assessing performance as the source of Insignia's reportable segments. FAS 131
also requires disclosures about products and services, geographic areas, and
major customers. The adoption of FAS 131 did not affect results of operations
but did affect the disclosure of segment information.

Insignia operates in a single industry segment providing virtual machine
technology which enables software applications and operating systems to be run
on various computer platforms. In the first quarter of 1999, Ingram Micro U.S.,
Software House International, and Mitsubishi accounted for 10%, 23% and 16% of
total revenues, respectively. In the first quarter of 1998, Ingram Micro U.S.,
Tech Data and Sun Microsystems, Inc. accounted for 25%, 13% and 17% of total
revenues, respectively. No other customer accounted for 10% or more of
Insignia's total revenues during the first quarter of 1999 and 1998.


                                   Page 8
<PAGE>

GEOGRAPHIC INFORMATION

Financial information by geographical region is summarized below (in thousands):

<TABLE>
<CAPTION>
                                                         Three months ended
                                                              March 31,
                                                    ---------------------------
                                                       1999           1998
                                                    ------------   ------------
<S>                                                 <C>            <C>
Revenues from unaffiliated customers:
     United States...........................         $ 2,081        $ 4,666
     International...........................             227            316
                                                    ------------   ------------
Consolidated.................................         $ 2,308        $ 4,982
                                                    ============   ============
Intercompany revenues:
     United States...........................         $   169        $   465
     International...........................             111            540
                                                    ------------   ------------
Consolidated.................................         $   280        $ 1,005
                                                    ============   ============
Operating loss:
     United States...........................         $(1,083)       $  (536)
     International...........................          (2,101)        (2,821)
                                                    ------------   ------------
Consolidated.................................         $(3,184)       $(3,357)
                                                    ============   ============
Identifiable assets:
     United States...........................         $ 3,603        $10,446
     International...........................          24,210         33,798
     Intercompany items and eliminations.....         (13,390)        (8,829)
                                                    ------------   ------------
Consolidated.................................         $14,406        $35,415
                                                    ============   ============
</TABLE>

All of the international revenues and substantially all of the international
identifiable assets relate to Insignia's operations in the United Kingdom.
Intercompany sales are accounted for at prices intended to approximate those
that would be charged to unaffiliated customers.


                                   Page 9
<PAGE>

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

The following discussion and analysis should be read in conjunction with the
unaudited condensed consolidated financial statements and notes thereto included
in Part I - Item 1 of this Form 10-Q and the "Management's Discussion and
Analysis of Financial Condition and Results of Operations" set forth in
Insignia's Form 10-K for the year ended December 31, 1998 (the "Form 10-K").

FUTURE OPERATING RESULTS

This Form 10-Q contains forward looking statements. These forward looking
statements concern matters which include the revenue model and market for Jeode,
international sales, the availability of licenses to third-party proprietary
rights, Year 2000 compliance, exchange rate fluctuations and Insignia's
liquidity and capital needs and other statements regarding matters that are not
historical. These matters involve risks and uncertainties that could cause
actual results to differ materially from those in the forward looking
statements. In addition to the factors discussed above, among the other factors
that could cause actual results to differ materially are the following: the
demand for Jeode; Insignia's ability to deliver on time, and market acceptance
of new products or upgrades of existing products; the timing of, or delay in,
large customer orders; continued availability of technology and intellectual
property license rights; product life cycles; quality control of products sold;
competitive conditions in the industry; economic conditions generally or in
various geographic areas; and the risks listed from time to time in the reports
that Insignia files with the U.S. Securities and Exchange Commission.

Insignia's future performance depends upon sales of products within Insignia's
Jeode product line, which is a new product. Jeode may not achieve or sustain
market acceptance or provide the desired revenue levels. The failure of the
Jeode product to provide an adequate level of performance and functionality, or
the lack of market acceptance of this product for any reason, would have a
material adverse effect on Insignia's business, financial condition and results
of operations. If the Jeode product is successful and developed on a timely
basis, Insignia will be required to further develop direct sales channels in the
embedded systems market and to hire and train more direct sales personnel.
Competition for qualified sales personnel is intense and Insignia may not be
able to attract the personnel needed to market and sell products in the embedded
systems market. Insignia anticipates increased operating expenses as it
introduces the product and develops the organization to market, sell and support
the product, before any revenue is recognized from sales of the product. There
can be no assurance that Insignia will experience growth in revenues in any
particular period when compared to prior periods. Any quarterly or annual
shortfall in net revenues in relation to expectations would have a material
adverse effect on Insignia's business, operating results and financial
condition. Insignia may not be able to achieve or sustain profitability. If
Insignia's revenues grow more slowly than anticipated, or if Insignia's
operating expenses exceed expectations and cannot be adjusted, Insignia's
business, operating results and financial condition would be materially and
adversely affected. In future periods, Insignia's operating results may fall
below the levels expected by securities analysts and shareholders, which would
result in a substantial decline in the trading price of Insignia's shares and
could have an adverse effect on the liquidity of Insignia's shares.

                                    Page 10
<PAGE>

Insignia's Annual Report on Form 10-K for 1998 includes an analysis of certain
risks of Insignia's business, including risks which are inherent to software
development, as well as specific risks relating to the competitive environment
in which Insignia operates. Although Insignia has sought to identify the most
significant risks to its business, Insignia cannot predict whether, or to what
extent any such risks may be realized, nor can there be any assurance that
Insignia has identified all possible issues which Insignia might face. Potential
risks and uncertainties include, without limitation, those mentioned in
Insignia's Form 10-K; and in particular the continued acceptance by the
marketplace of Insignia's products and Insignia's ability to successfully
develop new products in the future. Investors should carefully read Insignia's
filings with the Securities and Exchange Commission, together with this Form
10-Q, and consider all trends and uncertainties concerning Insignia's business
before making an investment decision with respect to Insignia's stock.


                                   Page 11
<PAGE>

The following table sets forth the unaudited condensed consolidated results of
operations as a percentage of total revenues for the three month periods ended
March 31, 1999 and 1998.

<TABLE>
<CAPTION>
                                                              Three months ended
                                                                   March 31,
                                                      --------------------------------
                                                            1999               1998
                                                      --------------     --------------
<S>                                                   <C>                <C>
 Net revenues:
       License                                              94.5%              95.5%
       Service                                               5.5%               4.5%
                                                      --------------     --------------

          Total net revenues                               100.0%             100.0%
                                                      --------------     --------------

 Cost of net revenues:
       License                                              47.4%              49.7%
       Service                                               7.7%               8.9%
                                                      --------------     --------------

          Total cost of net revenues                        55.1%              58.6%
                                                      --------------     --------------

          Gross margin                                      44.9%              41.4%
                                                      --------------     --------------

 Operating expenses:
       Sales and marketing                                  70.5%              51.5%
       Research and development                             70.0%              30.0%
       General and administrative                           42.4%              27.3%
                                                      --------------     --------------

          Total operating expenses                         182.9%             108.8%
                                                      --------------     --------------

          Operating loss                                  (138.0%)            (67.4%)

 Interest income, net                                        6.7%               3.0%
 Other income (expense), net                                (2.0%)            296.9%
                                                      --------------     --------------

          Income (loss) before income taxes               (133.3%)            232.5%

 Provision for income taxes                                  1.7%              79.3%
                                                      --------------     --------------

          Net income (loss)                               (135.0%)            153.2%
                                                      ==============     ==============
</TABLE>

OVERVIEW

Insignia, which commenced operations in 1986, develops, markets and supports
virtual machine technology which enables software applications and operating
systems to be run on various computer platforms.

Insignia's principal product line in recent years has been SoftWindows -TM-. 
This product enables Microsoft Windows ("Windows"-Registered Trademark-) 
applications to be run on most Apple Computer Inc. ("Apple"-Registered 
Trademark-) Macintosh computers and many UNIX workstations. Revenues from 
this product line have been declining since 1995 as a result of two factors. 
One factor is the declining Macintosh market. The other factor is increased 
competition which has led to reduced prices and margins. In late 1997, 
Insignia began a strategic review of its business and explored new markets 
that would leverage Insignia's 10 years of emulation software development 
experience.

                                    Page 12
<PAGE>

In January 1998, Insignia announced its intention to launch a new product 
line. This product line, called Jeode-TM-, is based on Insignia's Embedded 
Virtual Machine ("EVM"-TM-) technology. Jeode is Insignia's implementation of 
Sun Microsystems, Inc.'s ("Sun") Java-Registered Trademark- technology 
developed specifically for embedded systems. The Jeode platform is enabled by 
Insignia's EVM and is designed to enable software developers to create 
reliable, efficient and predictable embedded products. In November 1998, 
Insignia delivered beta versions of the Jeode platform. The product became 
available for sale in March 1999 and is expected to be the principal product 
line in 1999 and the foreseeable future. Insignia expects its Jeode product 
line to generate revenue in 1999. Revenue from the Jeode product line will 
initially be derived from three main sources: the sale of a development 
license, the sale of annual maintenance and support, and a commercial use 
royalty based on shipments of products that include Jeode technology.

Between December 1995 and May 1998, Insignia shipped NTRIGUE-TM-, a Windows
compatibility client/server product that supported multiple X-terminals,
workstation clients, Macintosh computers, PCs, network computers and Net PCs
from a Windows NT-based server. Insignia disposed of its NTRIGUE technology in
February 1998 for $17.687 million.

In the first quarter of 1999, Insignia shipped one principal product line:
SoftWindows. Insignia derived its revenue from the shipment of products and from
offering support services. The majority of revenues were derived from the
shipment of products.

REVENUES

<TABLE>
<CAPTION>
                                                                   Three months ended
                                                                        March 31,
                                                         --------------------------------------
                                                               1999                  1998
                                                         -----------------      ---------------
                                                                    (in thousands)
<S>                                                      <C>                    <C>
License revenue                                                 $ 2,180              $ 4,760
Service revenue                                                     128                  222
                                                         -----------------      ---------------
Total net revenue                                               $ 2,308              $ 4,982
                                                         -----------------      ---------------
                                                         -----------------      ---------------
</TABLE>

Insignia derives its SoftWindows revenues from the sale of packaged software
products and annual maintenance contracts. Revenues from the sale of packaged
products and royalties received from OEMs are classified as license revenue,
while revenues from customer-funded engineering activities and annual
maintenance contracts are classified as service revenue.

In the first quarter of 1999, total revenues and license revenues declined by
54% compared to the first quarter of 1998. The decline is primarily due to
increased competition in the Macintosh and UNIX markets, a declining market
share for Apple Macintosh compatible computers, and the sale of Insignia's
NTRIGUE business.

Service revenue in the first quarter of 1999 was 42% lower than service revenue
in the first quarter of 1998, primarily as a result of Insignia no longer
selling NTRIGUE maintenance or support contracts. Revenues from customer-funded
engineering activities under OEM contracts also declined.

                                    Page 13
<PAGE>

Sales of Macintosh-based products decreased by 49% compared to sales in the
first quarter of 1998. Revenue from the sale of Insignia's products for
Macintosh computers accounted for 63% of total revenues in the three month
period ended March 31, 1999 and 57% of total revenues in the three month period
ended March 31, 1998.

Revenues from the sale of Insignia's products for UNIX computers accounted for
37% of total revenues in the three months ended March 31, 1999 and 31% of total
revenues in the three months ended March 31, 1998. Sales of UNIX-based products
decreased by 41% compared to sales in the first quarter of 1998.

In the three months ended March 31, 1998, revenue from the sale of NTRIGUE
products accounted for 12% of total revenue. There was no NTRIGUE revenue in the
first quarter of 1999 as a result of the sale of Insignia's NTRIGUE product
line.

Insignia distributes its SoftWindows packaged products within the United States
and internationally through multiple distributors and resellers. Insignia offers
certain return privileges to its customers including product exchange privileges
and price protection. Insignia recognizes revenues from packaged products upon
shipment with provisions for estimated future returns, exchanges and price
protection being recorded as a reduction of total revenues.


                                   Page 14
<PAGE>

Sales to distributors and OEM's representing more than 10% of total revenue in
each period accounted for the following percentages of total revenues.

<TABLE>
<CAPTION>
                                                                  Three months ended
                                                                       March 31,
                                                         --------------------------------------
                                                               1999                  1998
                                                         -----------------      ---------------
<S>                                                      <C>                    <C>
Distributors:

Software House International                                    23%                     *
Sun Microsystems                                                  *                   17%
Mitsubishi                                                      16%                     *
Ingram Micro                                                    10%                   25%
Tech Data                                                         *                   13%
  
All Distributors:                                               66%                   63%
</TABLE>

* Less than 10%

Sales to customers outside the United States, derived mainly from customers in
Europe and Asia, represented approximately 27% of total revenues in the three
months ended March 31, 1999 and 9% of total revenues in the three months ended
March 31, 1998. Movements in currency exchange rates did not have a material
impact on total revenues in the three months ended March 31, 1999 or March 31,
1998. However, there can be no assurance that movements in currency exchange
rates will not have a material adverse effect on Insignia's future revenues and
results of operations.

COST OF REVENUES AND GROSS MARGIN

<TABLE>
<CAPTION>
                                                                  Three months ended
                                                                       March 31,
                                                         --------------------------------------
                                                               1999                  1998
                                                         -----------------      ---------------
                                                          (in thousands, except percentages)
<S>                                                      <C>                     <C>
Cost of license revenue                                          $ 1,093               $ 2,478
Gross margin: license revenue                                        50%                   48%

Cost of service revenue                                              178                   441
Gross margin: service revenue                                       (39%)                 (99%)

Total cost of revenues                                           $ 1,271               $ 2,919
Gross margins: total revenues                                        45%                   41%
</TABLE>

Cost of license revenue comprises mostly royalties to third parties, along with
the costs of documentation, duplication and packaging. Cost of service revenue
includes costs associated with customer-funded engineering activities and
end-user support under maintenance contracts.

                                    Page 15
<PAGE>

Insignia's distribution agreement with Microsoft Corporation expired on March
31, 1997, but was extended until September 30, 1998 on substantially the same
terms. Insignia subsequently entered into a new distribution agreement dated
October 1, 1998 on substantially the same terms, effective for one year.
Termination or expiration without renewal of the Microsoft Distribution
Agreement would result in the inability of Insignia to sell its SoftWindows
products. However, since 1995, revenues and margins from SoftWindows have been
declining, primarily as a result of competitive pricing pressure. Revenues and
margins on the SoftWindows product line are at a level where Insignia's future
can no longer depend on them.

Insignia's gross margin for license revenue is significantly affected by many
factors, including pricing of Insignia's products, royalties paid to third
parties, the mix of products licensed, the channels through which Insignia's
products are distributed and product maturity. Insignia's gross margin for
license revenue can also be affected in particular periods by pricing strategies
and return privileges employed in connection with new product introductions and
upgrades. License gross margins in the quarter ended March 31, 1999 were 50%,
compared to 48% for the same period in 1998.

Insignia believes that the significant factors affecting the Jeode gross margin
will include pricing of the development license, pricing of the unit usage and
royalties to third parties such as Sun Microsystems. In early 1999, Insignia
signed a five-year agreement with Sun Microsystems under which Sun established
Insignia as an authorized Virtual Machine provider. Under this agreement
Insignia will pay Sun a per unit royalty on each Jeode-enabled embedded product
shipped by Insignia's customers, plus a royalty on all development licenses put
in place between Insignia and its customers.

Gross margin for service revenue increased in the first quarter of 1999 to (39%)
from (99%) in the same period of 1998 as a result of discontinuing the NTRIGUE
support costs.

Service revenue gross margins for 1999 are expected to increase due to the
required maintenance and upgrade contracts for each Jeode product sale.

OPERATING EXPENSES

<TABLE>
<CAPTION>
                                                                  Three months ended
                                                                       March 31,
                                                         --------------------------------------
                                                               1999                  1998
                                                         -----------------      ---------------
                                                          (in thousands, except percentages)
<S>                                                      <C>                    <C>
Sales and marketing                                            $ 1,628              $ 2,563
Percentage of total revenues                                       71%                  51%

Research and development                                       $ 1,615              $ 1,496
Percentage of total revenues                                       70%                  30%

General and administrative                                      $  978              $ 1,361
Percentage of total revenues                                       42%                  27%
</TABLE>


                                    Page 16
<PAGE>

Sales and marketing expenses include advertising and promotional expenses, trade
shows, personnel and related overhead costs, and salesperson commissions. Sales
and marketing expenses decreased by 36% in the quarter ended March 31, 1999 from
the quarter ended March 31, 1998. The decrease is due to reduced spending on
advertising programs and staffing. Insignia anticipates sales and marketing
expenses to increase in the second quarter of 1999 as Insignia develops a
marketing and direct sales organization for its Jeode product line.

Research and development expenses consist primarily of personnel costs, overhead
costs relating to occupancy and equipment depreciation. Research and development
expenses increased by 8% in the three months ended March 31, 1999 over the same
period in 1998. The increase is due to Insignia's investment in the development
of the Jeode technology. Also, for the three months ended March 31, 1998,
Insignia decreased its development expenses due to staffing reductions
associated with the disposal of NTRIGUE. In accordance with Statement of
Financial Accounting Standards No. 86, software development costs are expensed
as incurred until technological feasibility is established, after which any
additional costs are capitalized. In 1999 and 1998, no development expenditures
were capitalized.

General and administrative expenses consist primarily of personnel and related
overhead costs for finance, information systems, human resources and general
management. General and administrative expenses decreased by 28% in the three
months ended March 31, 1999 over the same period in 1998. The decline is due to
reduced headcount and reduced legal fees.

INTEREST INCOME, NET

<TABLE>
<CAPTION>
                                                                  Three months ended
                                                                       March 31,
                                                         --------------------------------------
                                                               1999                  1998
                                                         -----------------      ---------------
                                                          (in thousands, except percentages)
<S>                                                      <C>                    <C>
Interest income, net                                           $  155               $  151
Percentage of total revenues                                       7%                   3%
</TABLE>

Interest income, net increased from $151,000 in the three months ended March 31,
1998 to $155,000 in the three months ended March 31, 1999 due primarily to
increased interest income earned on Insignia's cash and cash equivalents.

OTHER INCOME (EXPENSE), NET

<TABLE>
<CAPTION>
                                                                  Three months ended
                                                                       March 31,
                                                         --------------------------------------
                                                               1999                  1998
                                                         -----------------      ---------------
                                                          (in thousands, except percentages)
<S>                                                      <C>                    <C>
Other income (expense), net                                    $  (47)             $ 14,791
Percentage of total revenues                                      (2%)                 297%
</TABLE>

Other income (expense), net decreased from income of $14.791 million to an
expense of $47,000. The income in the first quarter of 1998 was a result of the
gain on disposal of the 

                                    Page 17
<PAGE>

NTRIGUE product line of $14.731 million. This gain comprised gross disposal 
proceeds of $17.687 million less $2.956 million of transaction expenses, 
employment termination costs and losses related to the property and equipment 
sold or written down in value.

In the three months ended March 31, 1999, Insignia realized a foreign exchange
loss of $47,000 compared to a gain of $60,000 in the three months ended March
31, 1998.

Over 90% of Insignia's total revenues and approximately 47% of its operating
expenses are denominated in United States dollars. Most of the remaining
revenues and expenses of Insignia are pound sterling denominated and
consequently Insignia is exposed to fluctuations in pound sterling exchange
rates. To hedge against this currency exposure, Insignia enters into foreign
currency options and forward exchange contracts for periods and amounts
consistent with the amounts and timing of its anticipated pound sterling
denominated operating cash flow requirements. Unrealized gains and losses on
foreign currency option contracts are deferred and were not material at March
31, 1999 and December 31, 1998. There can be no assurance that such fluctuations
will not have a material effect on Insignia's results of operations in the
future.

Insignia has, at times, an investment portfolio of fixed income securities that
are classified as "available-for-sale-securities." These securities, like all
fixed income instruments, are subject to interest rate risk and will fall in
value if market interest rates increase. Insignia attempts to limit this
exposure by investing primarily in short-term securities.

PROVISION FOR INCOME TAXES

<TABLE>
<CAPTION>
                                                                  Three months ended
                                                                       March 31,
                                                         --------------------------------------
                                                               1999                  1998
                                                         -----------------      ---------------
                                                                    (in thousands)
<S>                                                      <C>                    <C>
Provision for income taxes                                     $   40              $ 3,953
Effective income tax rate                                           -                    -
</TABLE>

Insignia's provision for income taxes for the three months ended March 31, 1999
primarily represents certain non-U.S. taxes arising from sales to Japan.
Insignia has recorded a full valuation allowance against all deferred tax
assets, primarily comprising net operating losses, on the basis that significant
uncertainty exists with respect to realization.


                                   Page 18
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

<TABLE>
<CAPTION>
                                                                       March 31,
                                                         --------------------------------------
                                                               1999                  1998
                                                         -----------------      ---------------
                                                                    (in thousands)
<S>                                                      <C>                    <C>
Cash, cash equivalents and investments                       $  4,013               $ 17,742
Cash and cash equivalents held in escrow                     $  6,700               $  8,750
Working capital                                              $  6,904               $ 10,818
Net cash used by operating activities                        $ (5,682)              $ (4,394)
</TABLE>

Insignia is in the process of transitioning its product focus from Windows
emulation and compatibility products to its Jeode product line based on
Insignia's EVM technology. This change in product focus has resulted in a
redirection of available resources from Insignia's historical revenue base
towards the development and marketing efforts associated with the Jeode
platform, which was not released for general availability until March 1999. As a
result of this change in product strategy and associated redirection of
resources to new product development, Insignia's financial position weakened
during the first quarter of 1999.

At March 31, 1999, Insignia's working capital totaled $6.9 million, of which
$6.7 million was restricted and held in escrow, as compared to working capital
of $10.8 million at March 31, 1998. During the first quarter of 1999, cash used
in operating activities totaled $5.7 million and the principle source of cash
funding came from the sale in February 1998 of the NTRIGUE product line for
$17.687 million. $8.937 million of the NTRIGUE sales proceeds was received in
February 1998, $2.5 million was received in February 1999 and the remaining
$6.25 million, plus interest, is being held in escrow pending resolution of the
Citrix indemnity claim.

Insignia continues to face significant risks associated with the successful
execution of its new product strategy. These risks include, but are not limited
to continued technology and product development, introduction and market
acceptance of new products, changes in the marketplace, liquidity, competition
from existing and new competitors which may enter the marketplace and retention
of key personnel. Due to the generally longer sales cycles expected to be
associated with the Jeode platform, Insignia does not currently have accurate
visibility of future order rates and demand for its products generally. There
can be no assurance that Jeode platform products will achieve market acceptance.

Insignia believes that additional financing will be necessary before December
31, 1999, as its existing cash and cash equivalents are insufficient to meet
Insignia's operating and capital requirements for the next nine months. Insignia
to date has made no commitments nor agreed to any arrangements to obtain
additional financing, but is currently considering various financing
alternatives. There can be no assurance that Insignia will be able to obtain
such funding when needed, on acceptable terms or at all. The failure to raise
additional funds on a timely basis and on sufficiently favorable terms could
have a material adverse effect on Insignia's business, operating results and
financial condition.

Insignia's liquidity may be adversely affected in the future by factors such as
higher interest rates, inability to borrow without collateral, availability of
capital financing and continued operating losses. Further, significant
fluctuations in quarterly operating results has had and, in the future, may
continue to have a negative affect on Insignia's liquidity. Factors such as
price reductions, 

                                    Page 19

<PAGE>

the introduction and market acceptance of new products and product returns 
have contributed to this quarterly variability. Moreover, Insignia's expense 
levels are based in part on expectations of future sales levels, and a 
shortfall in expected sales could thererfore result in a disproportionate 
decrease in results of operations. As such, the results of operations in some 
future period may be below the expectations of investors, which would likely 
result in a significant reduction in the market price of Insignia's shares. A 
decline in the market price of Insignia's shares would have a negative effect 
on Insignia's ability to raise needed capital on terms and conditions 
acceptable to management.

YEAR 2000 COMPLIANCE

It is generally anticipated that many organizations will experience operational
difficulties at the beginning of the Year 2000 as a result of the fact that many
currently installed computer systems, embedded systems, and software products
are coded to accept only two digit entries in the date code field. Significant
uncertainty exists in the software and other industries concerning the scope and
magnitude of problems associated with the century change.

Insignia's assessment of the impact of this issue has encompassed 1) software
held for resale; 2) internally utilized systems; 3) computerized information and
software provided by third parties which might be integral to customer usage of
Insignia's products; 4) compliance issues related entirely to the state of
readiness by customers and vendors and 5) Year 2000 cost. Set forth below is the
status of each review and the estimated impact, to the extent management can
determine at this time.

SOFTWARE HELD FOR RESALE

Based on Insignia's assessment to date, Insignia believes that all versions of
Jeode, SoftWindows 98 products, SoftWindows95 products, RealPC and NTRIGUE, a
product Insignia no longer ships, are Year 2000 compliant. Earlier versions of
SoftWindows and all versions of Soft PC, a product Insignia no longer ships, are
not Year 2000 compliant, but all such versions are upgradable to Year 2000
compliant products. However, there can be no assurance that all of Insignia's
customers will install the Year 2000 compliant version of Insignia's products in
a timely manner, which could lead to failure of customer systems and product
liability claims against Insignia. Even if Insignia's products are Year 2000
compliant, Insignia may in the future be subject to claims based on Year 2000
issues in the products of other companies, or issues arising from the
integration of multiple products within a system. The costs of defending and
resolving Year 2000 related disputes, and any liability of Insignia for Year
2000 damages, including consequential damages, could have a material adverse
effect on Insignia's business, financial condition and results of operations.

INTERNAL SYSTEMS

Insignia has carried out an assessment of its own internal systems and believes
that they are all Year 2000 compliant.


                                   Page 20
<PAGE>

THIRD-PARTY SYSTEMS

Insignia has reviewed its material third-party relationships such as key
suppliers and distributors. Insignia believes all computerized information and
software provided by third parties that might be integral to customer usage of
Insignia's products is Year 2000 compliant.

Although Insignia believes that its internal critical processes are Year 2000
ready, Insignia also recognizes that it is vulnerable, as are most
organizations, to the inability of third-party external interface suppliers and
utility organizations to achieve Year 2000 readiness. The most reasonable worst
case scenario could include failure of power and water supplies, major
transportation disruptions, and failures of communications and financial systems
- any one of which could have a major and material effect on Insignia's ability
to produce its products and deliver services to its customers. While Insignia
has contingency plans in place to address most issues under its control, a
problem outside its control could result in a delay in product shipments
depending on the nature and severity of the problems.

CUSTOMERS AND VENDORS

Insignia's products are generally used with systems and software involving
complicated software products developed by other vendors, which may not be Year
2000 compliant. Failure of the information systems of Insignia's customers
because of the failure of such noncompliant systems or software or for any other
reason, could also affect the perceived performance of Insignia's products,
which could have a negative effect on Insignia's competitive position. In
addition, Insignia believes that the purchasing patterns of customers and
potential customers may be affected by Year 2000 issues as companies expend
significant resources to correct or patch their current software systems for
Year 2000 compliance. These expenditures may result in reduced funds available
to purchase software products such as those offered by Insignia, which could
result in a material adverse effect on Insignia's business, financial condition
and results of operations.

YEAR 2000 COST

The total cost associated with preparation for the Year 2000 has not been, and
is not expected to be, material to Insignia's business, financial condition or
results of operations. Nevertheless, Insignia may not timely identify and
remediate all significant Year 2000 problems and remedial efforts may involve
significant time and expense. There can be no assurance that any Year 2000
compliance problems of Insignia or its customers or suppliers will not have a
material adverse effect on Insignia's business, financial condition and results
of operations.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Insignia enters into derivative financial instruments such as currency option 
contracts to hedge certain anticipated, but not yet committed, transactions 
expected to be denominated in foreign currencies. Insignia does not use 
derivative financial instruments for trading or speculative purposes. 
Insignia's downside risk with respect to currency option contracts (British 
pounds) is limited to the premium paid for the right to exercise the option. 
Premiums paid for options outstanding as of March 31, 1999 were not material.


                                   Page 21
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

Not applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

The following exhibits are filed as part of this Report:

<TABLE>
<S>               <C>
Exhibit 10.46     Technology License and Distribution Agreement between 
                  Sun Microsystems, Inc. and Insignia Solutions, plc dated 
                  March 3, 1999*

Exhibit 11.1      Statement Regarding Computation of Earnings (Loss) Per Share

Exhibit 27.1      Financial Data Schedule
</TABLE>

*Confidential treatment has been requested with respect to certain portions of
this Exhibit. Such portions have been omitted from this filing and have been
filed separately with the Commission.

(b) Reports on Form 8-K

None


                                   Page 22
<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.

                                                 INSIGNIA SOLUTIONS PLC
                                                      (Registrant)

Date: May 13, 1999

                                                  /s/ Stephen M. Ambler
                                                 -----------------------
                                                    Stephen M. Ambler
                                                 Chief Financial Officer


                                   Page 23
<PAGE>

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT                                                                                   PAGE
NUMBER           EXHIBIT TITLE                                                           NUMBER
-----------------------------------------------------------------------------------------------
<S>              <C>                                                                     <C>
Exhibit 10.46    Technology License and Distribution Agreement between Sun
                 Microsystems, Inc. and Insignia Solutions, plc dated March 3, 1999*

Exhibit 11.1     Statement Regarding Computation of Earnings (Loss) Per Share              

Exhibit 27.1     Financial Data Schedule
</TABLE>

* Confidential treatment has been requested with respect to certain portions of
this Exhibit. Such portions have been omitted from this filing and have been
filed separately with the Commission.



                                     Page 24