<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              FORM 10-KSB/A No. 2

(Mark One)
[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
     1934

                   FOR THE FISCAL YEAR ENDED MARCH 31, 1997

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934
     
     For the transition period from __________ to __________

                        Commission file number: 0-28560

                            RESEARCH ENGINEERS, INC.
       (Exact name of small business issuer as specified in its charter)

<TABLE>
<S>                                                       <C>
                DELAWARE                                             22-2356861
(State or other jurisdiction of incorporation)            (IRS. Employer Identification No.)

22700 SAVI RANCH PARKWAY, YORBA LINDA, CA                               92887
(Address of principal executive offices)                              (Zip Code)
</TABLE>

      Registrant's telephone number, including area code:  (714) 974-2500

       Securities registered pursuant to Section 12 (b) of the Act: NONE

         Securities registered pursuant to Section 12 (g) of the Act:

                         COMMON STOCK, $0.01 PAR VALUE
                                (Title of Class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 [_]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will 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-KSB or any
amendment to this Form 10-KSB. [_]

State issuer's revenues for its most recent fiscal year: $11,023,000

The aggregate market value of the voting stock held by non-affiliates of the
registrant as of August 15, 1997 was $6,999,436.

The number of shares outstanding of the registrant's only class of Common Stock,
$.01 par value, was 5,704,000 on August 15, 1997.
<PAGE>
 
                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

INTRODUCTION

  The Company is a leading provider of technically advanced engineering software
solutions.  The software provides fully integrated easy-to-use design automation
and analysis solutions for use by engineering analysis and design professionals
worldwide. The Company's comprehensive line of structural, mechanical, civil and
process/piping engineering software products are designed to fully integrate the
functions of model generation, analysis, design drafting and data presentation.
All of the Company's products utilize a proprietary Windows-based graphics
engine, allowing the software to be used with or without third party CAD
software. The Company's products assist engineers in performing a myriad of
mission-critical engineering tasks, including the analysis and design of
industrial, commercial, transportation and utility structures, pipelines,
machinery and automotive and aerospace products and survey, contour and digital
terrain modeling. Suggested list prices for most of the Company's products range
from approximately $995 to $5,000.
 
  The Company currently licenses its software products to more than 16,000
customers accounting for over 35,000 software installations and 110,000
concurrent users worldwide. A selected list of The Company's customers include:
Bechtel Corporation, Boston Edison, British Telecom, California Department of
Resources, California Institute of Technology, Jet Propulsion Laboratories,
Exxon Corporation, Fluor Daniel, Inc., General Dynamics, NASA, Rocketdyne,
Siemens AG and Toyo Engineering. The Company's products are sold and supported
domestically and internationally through its network of branch offices,
subsidiaries and representatives in the United States, the United Kingdom,
Germany, Japan, France, Scandinavia, Australia, China, Singapore, India,
Indonesia, Korea, Thailand, Malaysia, South Africa, Mexico, Russia, the Middle
East and Latin America. The Company's structural and civil engineering products
provide eight international language options and local design codes required by
its worldwide markets.

INDUSTRY BACKGROUND

  The engineering design industry is comprised of a broad range of organizations
including small, medium and large-sized engineering consulting firms,
manufacturing companies, construction/fabrication companies, utilities,
transportation companies and government agencies and is characterized by rapidly
changing market demands as a result of evolving quality/safety regulations,
increasing complexity of engineering projects, increasing demand for
interdisciplinary information integration and increasing competition.
 
  Historically, engineering design organizations relied on internally developed
programs or "public-domain" software that was developed by universities for
analysis and design tasks. These programs typically ran on expensive mainframes,
minicomputers or workstations in highly centralized environments. As a result of
the increased availability of powerful desktop personal computers ("PCs") which
are capable of accommodating the needs of sophisticated engineering software,
engineering professionals have shifted from these expensive customized
hardware/software solutions to commercial, PC-based solutions.  The Company
believes that the shift to powerful PCs has resulted in an increased demand for
technically sophisticated, easy-to-use engineering software products that
automate, simplify and integrate analysis and design functions in a cost
effective manner. The following industry dynamics contribute to this increasing
demand:
 
  Increasing regulatory and compliance requirements. In recent years, the
engineering design industry has been subject to significant changes in
regulatory and compliance requirements resulting from, among other things,
natural disasters such as Hurricane Andrew and the Northridge and Loma Prieta,
California earthquakes. For example, in many of the structural engineering
segments of the industry, all newly constructed structures in a seismic or
critical wind load (hurricane/tornado) zone are required to comply with certain
mandatory design requirements irrespective of their size and complexity. In
addition, with the widespread adoption of increased quality assurance standards
such as ISO 9000, even simple consumer products, such as toys, are now subject
to strict quality and safety standards which require computerized stress test
analyses on such products. All of these new 

                                       2
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regulatory requirements have significantly increased the demand for highly
accurate, cost-effective engineering analysis and design automation software.
 
  Increased use of engineering analysis and design software by small and medium-
sized design/manufacturing firms. Although the engineering design industry was
among the first industries to use sophisticated computer hardware and software,
a significant number of small and medium-sized design/manufacturing companies
could not fully utilize such products due to the costs involved. For example,
prior to the availability of PC-based solutions, the cost for a typical
hardware/software system capable of full-scale solid modeling functionality
would start at approximately $70,000. With the advent of moderately priced
powerful Pentium-based PCs (with large RAM and storage capabilities), equipped
with sophisticated operating systems such as Windows 95 and NT, small and
medium-sized design/manufacturing companies can now afford the systems to run
technologically advanced engineering software. This decrease in the cost of
computing power has allowed small and medium-sized design/manufacturing firms to
successfully meet the new regulatory and compliance requirements described above
in a cost efficient manner thereby increasing competition in the engineering
design industry.
 
  Growth in demand for engineering analysis products with built-in graphics
functionality. Traditionally, the engineering analysis and design market has
been dependent on third-party CAD products to add graphics, visualization and
presentation capabilities to engineering software. However, the high cost of
third-party CAD software, which can range from $6,000 to $24,000, coupled with
its lack of application specific details and potential compatibility problems
has created a demand for engineering products with incorporated proprietary
fully integrated graphics and/or CAD technology.  All of the Company's products
incorporate the Company's proprietary Windows-based graphics technology to allow
for visualization, verification and drawing generation capabilities. See "--
Technology."
 
  Growth in international engineering software market. The international
engineering software market is growing rapidly due in large part to the
worldwide surge in infrastructure related construction activities. The newly
industrialized and emerging growth areas of the world, including South East
Asia, China, India and the Latin American countries, have embarked on major
infrastructure development and construction efforts.
 
  These dynamics have increased the volume and complexity of information
analysis and exchange between engineering design organizations and organizations
in related disciplines, such as construction, fabrication and production.
Consequently, engineering design firms require more powerful and better
integrated software products for their analysis and design activities. In order
to operate efficiently within this environment, engineering design organizations
must automate and integrate their mission-critical and labor-intensive
functions, including (i) model development, (ii) engineering analysis, (iii)
graphical visualization/verification, (iv) engineering design based on code
requirements and (v) report generation. Modern engineering concepts such as
"concurrent engineering" (i.e., performance of all process functions in a
concurrent manner) are becoming increasingly important in today's competitive
environment. See "--Technology."

BUSINESS STRATEGY

  The Company's mission is to become one of the world's leading suppliers of
stand-alone and network-based engineering software products for engineering
analysis and design professionals. The Company seeks to achieve its objectives
through the following strategies:
 
  Leveraging Existing Customer Relationships. The Company considers its
relationships with existing customers to be an important corporate asset.
Currently the Company has over 16,000 customers, accounting for over 35,000
software installations and 110,000 concurrent users worldwide. The Company
continually introduces new products and upgrades to enhance and extend its
product line. The Company believes that its direct and frequent contacts with
its customers provide important market intelligence, which in turn is used to
develop new, demand-driven products.
 
  Maintaining Leadership in Research and Development Activities. The Company
believes that it is an industry leader in designing and developing products for
the technically sophisticated segment of the engineering analysis and design
industry and in providing products that address the entire spectrum of the
engineering design process in 

                                       3
<PAGE>
 
an integrated manner. The Company is committed to continually advancing the
capability of its products, through the incorporation of advanced technologies.
The Company has established research and development facilities in the United
States and India. Both of these facilities employ highly skilled technical
personnel. The Company's offshore research and development facility is a key
competitive advantage, in that it produces substantially more development effort
for equivalent dollars spent in the U.S. See "--Product Development."
 
  Expanding the Company's Marketing, Sales and Product Support Activities. The
Company believes that its direct sales approach and extensive use of
demonstration materials, is the most effective way to market and sell its
software products to engineering professionals.  This market typically requires
a full understanding of product capabilities in making a purchase decision.  See
"--Sales and Marketing." The Company has recently expanded its telesales
operation by establishing a separate telesales division and increasing the
number of telesales professionals. In addition, the Company intends to expand
its marketing and product support activities through expanding the Company's
presence on the Internet to provide additional product information to current
and potential product users. The Company's Internet strategy includes providing
on-line product demonstrations and on-line use (for a fee) of the Company's
products for discrete projects.
 
  Expanding International Presence. The Company intends to expand its
international presence by opening offices or acquiring businesses in those
foreign countries that provide the greatest potential for sales. In fiscal 1997,
approximately 55% of the Company's revenues were attributable to customers
located outside the United States. All of the Company's products support a
complete range of international measurement units. The Company's structural and
civil engineering products allow customers to choose from eight major
international languages and twelve market specific design codes. The Company
intends to continually evaluate whether to create additional foreign language
versions of any of its products and/or to include specific international design
codes within a particular product based upon, among other things, the Company's
experience in particular foreign markets and the specific design
approval/validation requirements of the particular foreign market.
 
  Expanding Through Acquisitions. In addition to the Company's internal product
development activities, the Company has, and expects to continue to expand its
product lines, technology and product base through acquisitions complementary to
the Company's current operations. In 1990, the Company acquired The Technical
Group, a software company that developed CIVILSOFT, which is regarded by many to
be the leading engineering and surveying software in the industry today. In
1995, the Company acquired STARDYNE, the first commercially available finite
element analysis software, now regarded by many as an industry standard. In
March 1996, the Company completed its acquisition of ADLPipe, Inc., a software
company that has provided piping analysis and design solutions since 1975.  In
December 1996, the Company completed its acquisition of QSE (Bristol) Limited, a
provider of structural analysis and design software that expands the Company's
product offerings to the residential and light commercial markets.  In March
1997, the Company acquired the rights to STRUCT etc., from Intrasoft, Inc., a
structural engineering software product consisting of 88 small stand-alone
software modules that are currently in use by thousands of architects and
engineers.  The Company believes that additional opportunities exist to expand
its product lines by acquiring businesses, products and technologies that
complement those of the Company.

PRODUCTS

  The Company's engineering analysis and design software product lines include
its core structural engineering line and its emerging civil, mechanical and
process/piping lines. All of the Company's current products use the Company's
proprietary Windows-based graphics engine that provides the most modern graphics
environment for model development, visualization/verification and drawing
generation. These products are also designed for use in conjunction with third
party CAD drafting systems, including AutoCAD and MicroStation. Suggested list
prices for most of the Company's products range from approximately $995 to
$5,000.

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<PAGE>
 
  The following table describes the Company's software products:

<TABLE>
<CAPTION>
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      PRODUCT CATEGORY               PRODUCT NAME                       FUNCTION                             APPLICATIONS
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<S>                             <C>                      <C>                                      <C>
Structural                      STAAD-III                Integrated structural analysis and       Engineering/architectural
Engineering                                              design for steel/concrete/timber         consulting firms, construction
                                                         codes; static/dynamic/                   companies, power/energy
                                                         non-linear/seismic analysis;             industries, government and
                                                         incorporates U.S., British, German,      municipal agencies, industrial
                                                         Japanese and other international         plant design, offshore/marine
                                                         codes.                                   engineering, equipment
                                                                                                  manufacturers, transportation
                                                                                                  engineering, facilities
                                                                                                  engineering.

                                STAAD-III Online         Same as above - Allows users to          Same as above
                                                         submit jobs for analysis via modem on               
                                                         a pay-per-use basis
 
                                QSE - Quick              Integrated analysis and design for       For light industrial and
                                Structural Engineering   2D/3D structures: steel/concrete         residential applications.  
                                                         design per US and British codes;         Engineering/ architectural  
                                                         links to detailing software.             consulting firms; construction
                                                                                                  companies.

                                STRUCT.etc -             A comprehensive array of 88               For light industrial and       
                                STRUCTural               structural engineering software tools     residential applications.      
                                Engineering Tool Case    ideal for efficient design and            Engineering/ architectural     
                                                         analysis of steel, concrete timber        consulting firms; construction 
                                                         and masonry structures.                   companies.                     
-----------------------------------------------------------------------------------------------------------------------------------
Mechanical Engineering          STARDYNE                 Finite element analysis of                Aerospace, nuclear, machine 
                                                         mechanical/structural components;         tools, machinery, manufacturing,
                                                         machine design, equipment design;         automotive, civil/structural,
                                                         static/ dynamic/non-linear/buckling/      offshore/ marine, electrical,
                                                         transient/random vibration/               chemical, processing,
                                                         thermal/ fracture/fatigue analysis.       power/energy, mining.
 
                                VISUAL SOLID             3D solid modeling in design               All of above.
                                                         automation; integrated with finite                
                                                         element analysis.
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Process/Piping                  ADLPIPE                  Analysis, design and code checking of     Power, process, industrial plant
Engineering                                              piping systems; static/dynamic/           design.
                                                         seismic/non-linear analysis;
                                                         transient thermal analysis; supports
                                                         U.S., British and other international
                                                         codes.
-----------------------------------------------------------------------------------------------------------------------------------
Civil                           CIVILSOFT                Surveying, contouring, roads/ highway    Civil engineering consulting
Engineering                                              design, site, design, digital,           firms; government/municipal
                                                         terrain, modeling, earthwork             agencies; utilities;
                                                         calculations, water network design,      transportation; facilities;
                                                         sewer/storm drainage systems,            construction companies.
                                                         hydraulics/ hydrology.
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       5
<PAGE>
 
     Structural Engineering. The Company's structural engineering products may
be used to analyze and design almost any type of structure, including, among
others, buildings (residential and commercial), bridges, industrial structures,
utility structures, transportation structures and transmission towers. Because
of the broad analytic nature of this software, users of the Company's structural
engineering product line include a wide range of organizations from Fortune 500
companies to individual consulting engineers. The Company's structural
engineering product line primarily consists of STAAD-III, a stand-alone
integrated structural analysis and design software with drafting capabilities.
The STAAD-III user base currently consists of over 6,000 companies worldwide
with more than 20,000 installations. Of the top 500 architectural/engineering
companies ranked in the April 14, 1997 issue of Engineering News-Record (a
McGraw-Hill publication), all of the top ten, 24 of the top 25 and 44 of the top
50 are STAAD-III users.  In Engineering News-Record's most recent annual survey
of the structural engineering segment of the architectural engineering and
construction market STAAD-III was ranked third in terms of usage and likelihood
of purchase.  The first and second ranked software were CAD products offered by
AutoCAD and Intergraph, neither of which offer structural engineering analysis
and design. While most of the users of STAAD-III are in the structural
consulting engineering business, STAAD-III is also used by construction
companies, architects, mechanical constructors/fabricators, government agencies,
utilities, petroleum producers, facility development/maintenance groups and the
manufacturing industry.
                                        
     The Company also offers STAAD-III Online.  This product provides all the
functionality of STAAD-III but is sold to the customer on a pay-per-use basis.
A customer is provided a package free of charge, which includes the STAAD-III
input generator, post processor software and all the necessary utilities for
remote connection.  The customer uses the STAAD-III input generator to create an
input file that is transferred to the STAAD-III Online server, via modem, for
processing.  Upon completion of analysis, the results are transferred back to
the customer's PC.  The customer is billed based on the size of the input file.
The Company has positioned this product for the smaller engineering firm which
may only need to utilize STAAD-III on a limited basis.
                                        
     In fiscal 1997 the Company entered into a workflow integration agreement
with Intergraph, Inc., the industry's leading supplier of drawing and drafting
software, whereby, the two companies will develop program enhancements that will
allow STAAD-III to operate from within Intergraph products.  These enhancements
will reinforce the two-way link between the software packages, giving structural
engineers seamless access to structural member data and a smoother workflow for
modeling structural members.
                                        
     The Company recently expanded its structural engineering product line with
the addition of two new products: Quick Structural Engineering (QSE) and
STRUCTural Engineering Tool Case (STRUCT etc.).  QSE consists of a suite of
integrated analysis and design modules for frame structures.  Additionally, QSE
provides the engineer with a detailing mode whereby a structural model can be
quickly transferred into a complete two-dimensional or three-dimensional
detailed drawing.  STRUCT etc. provides customers a comprehensive array of 88
structural engineering software tools ideal for the efficient design and
analysis of steel, concrete timber and masonry structures.  Both QSE and STRUCT
etc. are aimed at the residential and light commercial market segments.
                                        
     Mechanical Engineering. The Company's mechanical engineering product line
was added in 1995 with the acquisition of STARDYNE, a general purpose finite
element analysis software. STARDYNE was the world's first commercial finite
element analysis software and has been serving the mechanical engineering
segment of the industry since 1968.  STARDYNE has been enhanced and integrated
with other products of the Company and is currently used by more than 2,000
companies worldwide. For example, STARDYNE has been used by: Rockwell, to
analyze the Apollo spacecraft command module; by Rocketdyne, to analyze rocket
engines for the space shuttles; and by toy manufacturers, to design and test new
products.
                                        
     To enhance its mechanical engineering product line, the Company has
developed and introduced VISUAL SOLID, a full-scale three-dimensional solid
modeling software. VISUAL SOLID assists engineering professionals in developing
an entire three-dimensional model on a PC.  Based on the Windows, Windows 95 and
Windows NT environments, VISUAL SOLID includes a graphics-based, intuitive,
easy-to-use interface and full-scale editing facilities. VISUAL SOLID's
comprehensive model development facilities include, among other facilities,
Boolean operations, shape change operators, parametric editing and part
assemblies. In addition, VISUAL SOLID is equipped with its own rendering engine
and engineering drawing generation modules. Fully integrated with 

                                       6
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STARDYNE, VISUAL SOLID allows engineering professionals to automate the entire
process of product design including model development,
verification/visualization, engineering calculations and design drawings.
                                        
     The Company has also acquired distribution rights to a product called
FEMKIT that will enter the Company into the finite element modeling market.
FEMKIT provides a Windows native finite element engineering environment with
interfaces available for several popular third party software products.
                                        
     Process/Piping Engineering. The Company's process/piping engineering
product, marketed under the name ADLPIPE, is used in the analysis and design of
piping systems to obtain stresses and displacements under pressure, thermal and
other static/dynamic loading conditions. The Company acquired this technology as
a result of a merger with ADLPipe, Inc. in March 1996, and recently adapted the
product to Windows, making it the industry's first Windows native process/piping
product.  Approximately 2,000 companies, currently use ADLPIPE, worldwide.
Since its introduction in 1975, ADLPIPE has been used worldwide by more than
20,000 users.
                                        
     Civil Engineering. The Company's civil engineering software products
marketed under the name CIVILSOFT, address all aspects of civil engineering,
including survey, contour and digital terrain modeling, hydraulics, hydrology
and water/sewer network design and analysis.  The Company has recently released
the first phase of its WINCIVIL product line, which runs independently of
expensive third part CAD products.  The Company believes that its civil
engineering products comprise one of the industry's most versatile and
comprehensive suites of civil engineering software. Over 6,500 companies
currently use the Company's civil engineering software products worldwide, with
more than 9,000 installations.

CUSTOMERS

     Research Engineers currently has over 16,000 customers accounting for over
35,000 software installations and 110,000 concurrent users worldwide. In fiscal
1997, 55% of the Company's revenues were generated from customers outside the
United States.

SALES AND MARKETING

     The Company markets and sells its engineering analysis and design software
products through a direct sales approach consisting of three distinct phases.
First, the Company uses extensive print advertising, trade show participation
and direct mail campaigns to generate sales leads. Second, in response to
product inquiries generated through the above activities, the Company provides
elaborate evaluation/demonstration software packages complete with full user
manuals and working programs. Finally, the Company's telesales professionals are
used to close the sales.  The Company's telesales professionals work in
conjunction with the Company's engineers in order to provide complete coverage
of business and technical issues in the sales cycle. The Company believes that
this type of direct sales approach, using extensive demonstration materials
prior to closing a sale, is the best way to market its products to engineering
professionals, who typically require a full understanding of product capability
in making a purchase decision. The Company also utilizes this type of sales
approach in connection with its marketing and sales of product enhancements,
upgrades and new products to current customers. The Company has recently
expanded its telesales operation by establishing a separate telesales division
and increasing the number of telesales professionals.  In addition, the Company
has expanded its presence on the Internet by providing additional product
information to current and potential product users.  The Company's Internet
strategy includes on-line product demonstrations and on-line use (for a fee) of
Company products for discrete projects.
                                        
  The Company conducts sales and training seminars worldwide to provide current
and potential customers with additional information about its products. During
fiscal 1997, the Company focused these efforts in South East Asia and conducted
seminars in Singapore, Bangkok, Manila, Hong Kong, Kuala Lumpur, Jakarta,
Shanghai, Beijing, Shenzhen, Bombay, Delhi, Madras and Calcutta.  In 1998, the
Company is scheduled to conduct sales and training seminars in the United
States, United Kingdom, Japan, France, Germany, Spain, Scandinavia, Singapore,
Malaysia, Thailand, Indonesia, India, China and Mexico.  Since 1987, the Company
has also organized Annual User Conferences for its customers.  These events,
which are attended by worldwide users, are intended to serve as a forum for the
exchange of ideas and information.  The Company has also been successful in
placing its products in 

                                       7
<PAGE>
 
various colleges and universities, including Harvard University, Massachusetts
Institute of Technology and California Institute of Technology, as a means of
introducing its products to future generations of professionals.
 
  The Company sells and supports its products internationally through its
extensive international infrastructure, consisting of branch offices,
subsidiaries and representatives located worldwide.  Currently, the Company has
a total of 54 sales representatives and technical support personnel located in
the United Kingdom, Germany, Japan, France, Scandinavia, Australia, China,
India, Singapore, Indonesia, Korea, Thailand, Malaysia, South Africa, Mexico,
Russia, the Middle East and Latin America.  Most of the Company's foreign sales
representatives and technical support personnel are local nationals. The
Company's structural and civil engineering products allow customers to choose
from among eight major international languages and twelve local design codes.

SUPPORT AND TRAINING

  The Company believes that providing its customers with direct support services
helps ensure that customers obtain the maximum benefits offered by its products.
The Company believes that its support programs also enhance the Company's
relationships with customers. Purchasers of the Company's software are typically
provided 120 days of product support without charge and a multimedia training
CD-ROM. For support after the 120-day period, customers can elect to purchase
ongoing support either on a one-year contract basis or on an as-used fee basis.
To provide quality technical support worldwide, the Company employs highly
qualified engineers and software specialists and maintains product support
centers in the United States (Orange County, California and Boston,
Massachusetts), United Kingdom, France, Germany, Scandinavia, Singapore, Japan,
China, India, Australia, Indonesia, Korea, Thailand, Malaysia, South Africa,
Mexico, Russia, the Middle East and Latin America. Many of the Company's support
professionals have advanced degrees. In addition, the Company maintains a World
Wide Web site on the Internet and provides e-mail technical support to its
users. Customers also receive a technical newsletter which is distributed
quarterly by the Company and which is designed primarily to apprise customers of
technological enhancements and new products offered by the Company.

PRODUCT DEVELOPMENT

  The Company offers a broad range of products that are designed to keep pace
with technological and regulatory developments in the marketplace and address
the increasingly sophisticated needs of its customers. The Company continually
focuses on expanding its existing product line offerings with acquired, upgraded
and new products.  The Company specifically seeks opportunities to expand its
product offerings through acquisitions. All of the Company's acquired products
are incorporated into the Company's product lines with the goal of providing
seamless data transfer and functional integration. Product development
activities include, among others, adding new engineering analysis capabilities,
implementing new design codes, enhancing existing engineering data bases,
developing new ease-of-use features, enhancing user interfaces, implementing
emerging technologies, exploiting new hardware capabilities and platform
developments and providing improved interfaces with related third-party
products.
 
  The Company's product development group includes experts in structural
engineering, mechanical engineering, civil engineering, piping/process
engineering, advanced mathematical techniques, numerical methods, computer
graphics and operating system technology. The Company has established research
and development facilities in the United States and India. The Company's
overseas offices contribute significantly to the development and maintenance of
local engineering design codes that are offered in certain of the Company's
products. The Company's offshore research and development facility in India is
used to develop certain core technologies that require significant man-hours.
Due to the availability of skilled technical personnel at a fraction of the cost
for comparable personnel in the United States, this offshore research and
development facility affords the Company the opportunity to obtain substantially
more development effort for equivalent dollars spent in the United States.  The
Company believes that the use of its offshore research and development facility
provides a significant competitive advantage. In addition, the Company works
closely with leading universities in computer-aided engineering, including the
Massachusetts Institute of Technology and the University of Pennsylvania. The
Company has sponsored research projects and procured technologies from a number
of prominent universities including Vanderbilt University and Worcester
Polytechnic.

                                       8
<PAGE>
 
  The Company releases enhanced versions of its software products on an on-going
basis. The Company works closely with its existing and prospective customers to
determine their requirements and to design enhancements and new products to meet
their needs. The Company believes that a substantial number of its product
enhancements in recent years have been developed as a result of the ideas and
suggestions of its customers.
 
  To ensure that the Company's products meet the requirements of its users and
to ensure that the Company's software development, validation and maintenance
processes meet applicable regulatory guidelines on software development, the
Company has established an extensive quality assurance and quality control
process. Application specialists, who generally have advanced experience with
the Company's products, handle the "alpha" or internal testing of a new product,
while the "beta" testing of a new product is conducted both internally and by
selected customers and consultants. The Company has a separate documentation
group that is dedicated to creating and updating the documentation for each
product, with a particular emphasis on making such documentation more
comprehensive and user-friendly.

TECHNOLOGY

  The Company's software products automate engineering calculations that are
performed by structural, mechanical, civil and process/piping engineers. The key
technology components of the Company's products are: (i) the mathematical models
of the system, (ii) the engineering databases, (iii) the numerical algorithms,
(iv) the software architecture, (v) the graphical user environment and (vi) the
use of preferred operating systems.
 
  Mathematical Models. The mathematical model in an engineering analysis
includes the geometry of the system, physical properties of the components and
external influences such as loads. The model of an engineering system such as an
industrial building, machine component or pipeline may involve hundreds or
thousands of algebraic equations that may be linear or non-linear depending upon
the nature of the problem. The Company's products are comprehensive in their
analysis and modeling capabilities. For example, STARDYNE offers a wide range of
analysis options that include static, dynamic, second order, transient,
harmonic, thermal, buckling, time history, response/shock spectra, fatigue and
fracture analysis. Similarly, STAAD-III's comprehensive loading facilities
include static, dynamic, seismic, second order, moving loads, wind loads,
thermal loads and loads due to movement of supports. The models are based on the
fundamental laws of physics and mechanics, including static and dynamic
equilibrium. In addition, the user is allowed extensive control on the analysis
and design process through user specifiable parameters.
 
  Engineering Databases. The Company's products are equipped with databases
containing engineering properties of all relevant commonly used materials and
structural sections. For example, STARDYNE's material library contains data for
28 different linear and non-linear materials that can be used in a wide range of
industries including aerospace, automotive, power, machinery, energy, mining,
marine and manufacturing. STAAD-III's steel section databank contains properties
of structural sections from ten different countries throughout the world. The
user can specify the required data from the engineering databases which saves
significant modeling time and ensures accuracy. In applicable situations, the
user is allowed to create and save data for customized use.
 
  Numerical Algorithms. Engineering analysis models require sophisticated
underlying technology to solve large systems of linear/nonlinear algebraic and
differential equations. Solving these equations accurately and in a time and
cost efficient manner is key to the success of any analysis project. The Company
believes that its technology for solving these equations provides it with a
competitive advantage. A major focus of the Company's research and development
activities is the maximization of the computer's memory and storage resources
for numerical solution of equations. All of the Company's products have
benefited from proprietary research and development conducted in the fields of
numerical solutions, data compression/storage and disk caching technologies. The
solution technology in STARDYNE has been developed and perfected over a period
of almost thirty years since the product was first introduced in 1967.
Similarly, the solution techniques used in STAAD-III, ADLPIPE and CIVILSOFT have
been tested and proven in real life engineering projects for more than ten years
in each case.
 
  Software Architecture. The Company's engineering software products are based
on the principle of "concurrent engineering." Under this methodology, the
engineer can perform all the functions of the process, such as, model
development, analysis, design, visualization, verification and drawing
generation in a "concurrent" manner. An 

                                       9
<PAGE>
 
underlying relational database unifies the process and manages the flow of
information within the electronic loop. The Company believes that this unique
blend of modern database technology with sophisticated engineering algorithms
provides for substantial competitive advantage.
 
  Graphical User Environment. STAAD-III, QSE, STRUCT etc., STARDYNE, CIVILSOFT,
ADLPIPE, FABRICAD and VISUAL SOLID are equipped with powerful and user-friendly
graphical user environments based on the principles of "concurrent engineering."
With implementation of modern graphics, CAD and database technologies, the
graphical user environment provides visual model generation, verification,
animation and extensive plotting/printing facilities. The Company believes that
the visual approach implemented in its software allows the engineer to be
significantly more productive and efficient.
 
  Operating Systems and Hardware Platforms. The Company supports its products on
a wide range of hardware platforms and operating systems. STAAD-III, STARDYNE
and ADLPIPE are supported on PCs and UNIX-based workstations including Sun
Microsystems, Hewlett Packard, Digital Equipment Corporation, Silicon Graphics,
IBM, RISC and Intergraph, while QSE, STRUCT etc. and VISUAL SOLID are supported
on PCs only. All of the Company's products are available in single user,
network-based and client-server modes. The Company believes that engineers
performing computer-aided engineering analysis prefer operating systems similar
to Microsoft Windows. The Company has released new versions of its products for
use on Windows 95 and Windows NT, which are 32 bit operating systems designed
for network servers, high-end personal computers and workstations.  The Company
believes that the enhanced speed, memory management capabilities and
multitasking operation of the Windows 95 and Windows NT operating systems make
them the best choice for the Company's technology-driven software products.  The
Company's current research and development efforts are focused on developing
enhanced versions of its current products to take full advantage of the Windows
95 and Windows NT operating systems.

COMPETITION

  The engineering software industry is intensely competitive and rapidly
changing. A number of companies offer products that target the same markets as
the Company. Some of the Company's competitors and potential competitors have
larger technical staffs, more established and larger marketing and sales
organizations and significantly greater financial resources than the Company.
 
  The principal bases for competition in this industry include product
functionality, product reliability, price/performance characteristics, ease of
product use, availability of products on popular computer platforms, ability to
accurately model complex projects, end-user support and documentation, ability
to keep pace with technological advances and corporate reputation and financial
stability. The Company believes that its high caliber development effort,
demonstrated understanding of the needs of the engineering design industry,
demonstrated ability to attract and retain customers, demonstrated capability to
develop, acquire and implement emerging technologies, demonstrated capability to
provide technical support and demonstrated capability to provide attractive
price points for its products represents significant competitive advantages.
 
  The Company's products compete, on occasion, with analysis tools that are
internally developed by a number of engineering firms. Increasingly, companies
in the engineering design industry have come to recognize that it is inefficient
and uneconomical for them to continue to develop and support engineering
analysis software internally.  Many of them are currently replacing their
internally developed software with commercial engineering analysis software
tools, such as those provided by the Company.
 
  The Company believes that it competes favorably in the engineering design and
analysis market based upon the combination of technical power and ease-of-use of
its software products, its integrated product line and its ability to provide
local customer support on a direct basis. In order to maintain its market
leadership and competitive position, the Company intends to (i) continue to
develop its solution technologies, (ii) continue to further integrate emerging
technologies (such as 3D solid modeling), (iii) continue to enhance the scope of
product applications, (iv) continue to focus on emerging hardware/software
platforms (such as Windows 95 and Windows NT) and (v) continue to improve upon
the ease-of-use of its software products.
 
  There can be no assurance that competitors will not develop products that are
superior to the Company's 

                                       10
<PAGE>
 
products or that achieve greater market acceptance. The Company's future success
will depend significantly upon its ability to increase its market share and
license additional products and product enhancements to existing customers.
There can be no assurance that the Company will be able to compete successfully
or that competition will not have a material adverse effect on the Company's
results of operations.

INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS

  The Company relies primarily on a combination of contract, copyright,
trademark and trade secret laws, license and confidentiality agreements and
software security measures to protect its proprietary technology. The Company
distributes its products under "shrink-wrap" software license agreements, which
grant end-users licenses to (rather than ownership of) the Company's products
and which contain various provisions intended to protect the Company's ownership
and confidentiality of the underlying technology. In addition, the Company's
software is distributed with a third party "hardware lock" to ensure copyright
protection. The Company also requires all of its employees and other parties
with access to its confidential information to execute agreements prohibiting
the unauthorized use or disclosure of the Company's technology. In addition, the
Company periodically reviews its proprietary technology for patentability,
although the Company does not have any current patents. Despite these
precautions, the Company believes that existing laws provide limited protection
for the Company's technology and that it may be possible for a third party to
misappropriate the Company's technology or to independently develop similar
technology. In addition, effective copyright and trade secret protection may not
be available in every jurisdiction where the Company distributes products,
particularly in foreign countries where the laws generally offer no protection
or less protection than those of the United States. Moreover, "shrink-wrap"
licenses, which are not signed by the end-user, may be unenforceable in certain
jurisdictions.
 
  The Company believes that, due to the rapid pace of technological innovation
and change within the engineering industry, legal protections afforded the
Company's technology are less significant in affecting the Company's business
and results of operations than factors such as the reputation of the Company,
the knowledge, ability and experience of Company personnel, the frequency of
product enhancements and the timeliness and quality of the Company's customer
service and support.
 
  The Company is not engaged in any material disputes with other parties with
respect to the ownership or use of the Company's proprietary technology.
However, there can be no assurance that other parties will not assert technology
infringement claims against the Company in the future. The litigation of such a
claim may involve significant expense and management time. In addition, if any
such claim were successful, the Company could be required to pay monetary
damages and may also be required to either refrain from distributing the
infringing product or obtain a license from the party asserting the claim (which
license may not be available on commercially reasonable terms). As the number of
software products in the industry increases and the functionality of these
products further overlap, the Company believes that software developers may
become increasingly subject to infringement claims.
 
  STAAD-III, QSE, STRUCT etc., CIVILSOFT, ADLPIPE, and VISUAL SOLID are
trademarks of the Company.  STARDYNE(R) is a registered trademark of the
Company.

                                       11
<PAGE>
 
EMPLOYEES

  As of March 31, 1997, the Company had 88 full-time employees, including 35 in
product development and related support services, 32 in sales and marketing and
21 in finance and administration.  Approximately 34 of the Company's full-time
employees are located in the United States and 54 are located internationally.

ITEM 2.  DESCRIPTION OF PROPERTY.

  The Company's corporate headquarters are located in Yorba Linda, California,
in a company-owned facility consisting of approximately 41,000 square feet of
office and warehouse space.  Additionally, the Company is in the process of
constructing a 22,000 square foot research and development facility in Calcutta,
India.
 
ITEM 3.  LEGAL PROCEEDINGS.
 
  The Company is not presently involved in any legal proceedings.

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

  During the quarter ended March 31, 1997, no matters were submitted for vote to
the Company's common stockholders.
 
                                    PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

  The Company's Common Stock has been traded on The Nasdaq National Market
(ticker symbol RENG) since July 26, 1996 when the Company completed its initial
public offering of 1,495,000 shares of Common Stock.  Prior to the initial
public offering, the Company's Common Stock was not publicly traded.
 
  As of June 16, 1997 there were approximately 712 holders of record of the
Company's Common Stock, including stock held by affiliates and excluding an
undetermined number of stockholders whose shares are held in "street" or
"nominee" names.
 
  The Company has reinvested earnings in the business and has never paid any
dividends to holders of the Company's Common Stock.  The declaration and payment
of dividends are at the sole discretion of the Board of Directors and will
depend upon the Company's profitability, financial condition, cash requirements,
future prospects and other factors deemed relevant by the Board of Directors.
 
  The high and low closing sales prices of a share of the Company's Common
Stock, as reported by The Nasdaq National Market, for the third and fourth
quarters of fiscal 1997 and the second quarter of fiscal 1997 (covering the
period from July 26, 1996 through September 30, 1996), the only quarters in
fiscal 1997 in which the Company's shares of Common Stock were publicly traded,
are as follows:

<TABLE>
<CAPTION>
                                           Low          High
                                          ------       ------
<S>                                     <C>          <C>
Quarter ended March 31, 1997            $ 2  3/4     $ 3 7/8
Quarter ended December 31, 1996           2  3/4       8 1/4
Quarter ended September 30, 1996          5 3/16       8 1/2
</TABLE>

                                       12
<PAGE>
 
ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.

GENERAL

  Research Engineers, Inc. is a leading provider of technically sophisticated
stand-alone and network-based engineering software products that provide fully-
integrated easy-to-use design automation and analysis solutions for use by
engineering analysis and design professional worldwide.  The Company's
comprehensive line of Windows-based engineering software products includes
STAAD-III, the Company's structural analysis and design software, as well as
mechanical, civil and process/piping engineering products.  The Company's
software products assist engineers in performing a myriad of mission-critical
engineering tasks, including the analysis and design of industrial, commercial,
transportation and utility structures, pipelines, machinery and automotive and
aerospace products and survey, contour and digital terrain modeling.
 
  From inception to 1985, STAAD-III was offered primarily through time-sharing
services.  The Company began marketing its products directly to users in 1985 in
connection with the Company's release of the first PC-version of STAAD-III.
During 1986, the Company began its international expansion with the
establishment of a United Kingdom affiliate.  An additional affiliate was
established in India during the same year in conjunction with the establishment
of Company's offshore research and development facility.  The Company acquired
both of these commonly controlled affiliates in fiscal 1996.  In November 1995,
the Company acquired its German distributor, EGIS GmbH, and established its
German subsidiary, Research Engineers GmbH.  The Company currently has branch
offices, subsidiaries, distributors and representatives in the United States,
the United Kingdom, Germany, Japan, France, Scandinavia, Australia, China,
Singapore, India, Indonesia, Korea, Thailand, Malaysia, South Africa, Mexico,
Russia, and the Middle East and Latin America.
 
  In June 1995, the Company acquired the rights to the STARDYNE software
product.  This acquisition enabled the Company to expand into the mechanical
engineering software market.  In September 1995, the Company acquired the assets
and business of Das Consulting, Inc., a Massachusetts-based sales, marketing and
support organization.  This acquisition enabled the Company to expand its sales
and support services, by establishing a branch office of the Company on the East
Coast.  In March 1996, the Company acquired all of the assets and assumed the
business of ADLPipe, Inc., a Massachusetts-based developer of process/piping
engineering software.  The acquisition of this business enabled the Company to
add a complimentary product line to its existing structural, mechanical and
civil engineering software product lines.  In addition, in fiscal 1997 the
Company purchased all of the outstanding stock of QSE (Bristol) Limited, a
structural engineering software manufacturer and marketer, and acquired rights
to STRUCT etc. from Intrasoft, Inc.  QSE's structural engineering product and
STRUCT etc. further extended the Company's core product line by addressing the
lower-end residential and light commercial/industrial construction market
segment.
 
  On July 26, 1996, the Company consummated its initial public offering ("IPO")
of 1,300,000 shares of its common stock at $5.00 per share (1,495,000 shares
after exercise of the underwriters over-allotment option on September 3, 1996).
The net proceeds of the offering (including exercise of the underwriters over-
allotment option), after deducting underwriter's commissions and offering costs
were approximately $6,469,000.  A portion of the proceeds was used to repay
debt, acquire QSE (Bristol) Limited, to fund research and development and
support the Company's continued expansion.
 
  The Company derives its revenues principally from sales of its engineering
software products and, to a lesser extent, from sales of software maintenance
contracts relating to its products.  Software product revenues are recognized
upon shipment.  Product maintenance revenues are amortized over the length of
the maintenance contract, which is usually twelve months.  Inflation has not had
a significant impact on the Company's operating results to date, nor does the
Company expect it to have a significant impact during fiscal 1998.  As the
Company continues to expand its international operations, its exposure to gains
and losses on foreign currency transactions continues to increase.  The Company
plans to consider limiting such exposure by the purchase of forward exchange
contracts and/or hedging all material foreign currency-denominated receivables
by specific hedge contracts.
 
                                       13
<PAGE>
 
RESULTS OF OPERATIONS

  The following table sets forth, for the periods indicated, certain statement
of income data expressed as a percentage of net revenues.
<TABLE>
<CAPTION>
                                                   Year Ended March 31,
                                                  ----------------------
                                                     1997        1996
                                                  ----------   ---------
<S>                                               <C>          <C>
 
Net revenues                                         100.0 %     100.0 %
Cost of revenues                                       7.3 %       7.2 %
                                                     ------      ------
Gross profit                                          92.7 %      92.8 %
                                                     ------      ------
 
Selling, general and administrative expenses          71.3 %      65.1 %
Research and development expenses                     10.7 %      14.5 %
In-process research and development expenses           6.5 %       1.2 %
                                                     ------      ------
Operating income                                       4.2 %      12.0 %
 
Interest expense                                      (0.4)%       3.4 %
Other                                                 (0.6)%      (1.7)%
                                                     ------      ------
Income before income taxes                             5.2 %      10.3 %
 
Provision for income taxes                             3.2 %       0.6 %
                                                     ------      ------
Net income                                             2.0 %       9.7 %
                                                     ------      ------
</TABLE>

  Net Revenues.  Net revenues for the fiscal year ended March 31, 1997 increased
by $3,700,000 (51%) to $11,023,000, as compared to $7,323,000 for the fiscal
year ended March 31, 1996. The increase in net revenues was primarily
attributable to (i) the Company's continued growth in overseas markets,
particularly in the Asia-Pacific market, (ii) continued market acceptance of the
32-bit Windows 95 and Windows NT versions of the Company's software products and
(iii) the Company's acquisition of new product lines.  The Company's total
revenues consist of software product sales and software maintenance and support.
As a percentage of total revenue, software product revenues represented 86.8%
for the fiscal year ended March 31, 1997 up 4.3% from 82.5% for the fiscal year
ended March 31, 1996.  The Company's product maintenance revenues increased by
$176,000 (14%) to $1,455,000, as compared to $1,279,000 for the fiscal year
ended March 31, 1996.  This increase was due primarily to the Company's larger
worldwide installed product base.
 
  International net revenues increased as a percentage of total net revenues
from 40% for the fiscal year ended March 31, 1996 to 55% for the fiscal year
ended March 31, 1997.  The increase in international revenues was primarily the
result of increased revenues from dealers and representatives in  the Asia-
Pacific market, as the Company's products continued to gain market acceptance,
and, to a lesser extent, the result of the acquisition of QSE (Bristol) Limited
in December 1996.  See "--Outlook."  The Company's domestic revenues and sales
to foreign customers originated in the U.S. are denominated in U.S. Dollars.
However, revenues and expenses for the Company's foreign subsidiaries and sales
offices, are usually recorded in the applicable foreign currency and translated
with any applicable foreign exchange adjustments.  There were no foreign
exchange gains or losses which were material to the Company's financial results
during the fiscal years ended March 31, 1997 and 1996.
 
  Gross profit. Gross profit decreased as a percentage of net revenues by .1% to
92.7% for the fiscal year ended March 31, 1997 as compared to 92.8% for the
fiscal year ended March 31, 1996. This slight decrease was attributable to the
increase in international sales volume which resulted in slightly higher costs
associated with translating, preparing and shipping software and users manuals
for sale in the oversees markets. Costs of goods sold are not normally
significant as a percentage of net revenues due to the nature of the Company's
products.
 
  Selling, general and administrative expense.  Selling, general and
administrative expense increased by $3,091,000 (65%) to $7,860,000 in the fiscal
year ended March 31, 1997 as compared to $4,769,000 for the fiscal year ended
March 31, 1996, and increased as a percentage of net revenues from 65.1% to
71.3%.  Selling expenses 

                                       14
<PAGE>
 
increased as a result of the higher commissions associated with higher net
revenues in the oversees markets, an increased number of telesales
professionals, and expanded worldwide sales operations. In order to increase
revenues and quickly gain market acceptance in the Asia-Pacific markets, the
Company has had to offer substantial financial incentives in the form of
commissions to various foreign-based dealers. See "--Outlook." General and
administrative expenses increased due to the addition of administrative,
customer service and technical support personnel and increased professional
fees.
 
  Research and development expense.  Research and development expense increased
by $123,000 (12%) to $1,183,000 for the fiscal year ended March 31, 1997 as
compared to $1,060,000 for the fiscal year ended March 31, 1996, but decreased
as a percentage of net revenues to 10.7% from 14.5%.  Research and development
expenses consist primarily of software developers' wages.  The increase was
primarily attributable to an increase in the number of software developers.
 
  In process research and development. In connection with the acquisition of QSE
(Bristol) Limited in December 1996, the Company received an appraisal of the
assets acquired which indicated that these assets included approximately
$715,000 of research and development in process. In the opinion of management
and the appraiser, the technological feasibility of the acquired technology had
not yet been established and the technology had no future alternative uses at
the time of the acquisition. Accordingly, this amount was charged to expense.
These costs are considered non-recurring expenses and the Company is not able to
determine if any such costs will be incurred in the future.
 
  Other (income) expense.  Net interest (income) expense increased by $289,000
to ($43,000) in the fiscal year ended March 31, 1997 as compared to $246,000 for
the fiscal year ended March 31, 1996. The increase in interest income was a
result of the repayment of portions of the Company's debt following the IPO, and
the resulting decrease in interest expense, combined with the effect of income
from the invested proceeds of the IPO.
 
  Income taxes.  Income tax expense increased by $304,000 to $348,000 in the
fiscal year ended March 31, 1997 as compared to $44,000 for the fiscal year
ended March 31, 1996. Through September 1995, the Company operated as an S
corporation for Federal tax purposes.  Therefore, the tax expense was related to
state and foreign taxes only.  In October 1995, the Company converted to a C
corporation.  Therefore, tax expense for the fiscal year ended March 31, 1996
includes Federal tax expense on operations subsequent to conversion.  The pro
forma net income data in the Company's financial statements for the fiscal year
ended March 31, 1996 has been presented to reflect the Company's provision for
income tax expense as if the Company had been a C corporation during the entire
fiscal year ending March 31, 1996.
 
LIQUIDITY AND CAPITAL RESOURCES

  The Company currently finances its operations (including capital expenditures)
primarily through cash flows from operations as well as its cash and short-term
investment balances.
 
  The Company's principal sources of liquidity at March 31, 1997 consisted of
$2,579,000 of cash, $1,701,000 of short-term investments and approximately
$500,000 available under a line of credit with Union Bank of California.  The
Company's short-term investments consist of $1,015,000 of United States
government agency securities, classified as held-to-maturity and $686,000 of
preferred stock marketable equity securities, classified as available-for-sale.
 
  The increase in total cash and investments during the fiscal year ended March
31, 1997 was primarily attributable to the proceeds of the IPO combined with
proceeds from the issuance of debt and increases in deferred maintenance revenue
offset by the repayment of debt, the purchase of capital assets, the acquisition
of QSE (Bristol) Limited combined with increases in accounts receivable, prepaid
expenses and other assets and decreases in accounts payable and other
liabilities.
 
  The Company has a $500,000 line of credit with Union Bank of California, The
line of credit bears interest at the prime rate, is collateralized by
substantially all of the assets of the Company and expires on August 31, 1997.
As of March 31, 1997 there were no amounts of principal or accrued interest
outstanding relating to this line of 

                                       15
<PAGE>
 
credit. The Company plans to negotiate a renewal to the line of credit; however
there can be no assurances that such negotiations will be successful.
 
  In March 1997, the Company borrowed $1,800,000 from Union Bank of California.
These borrowings are secured by the Company's corporate headquarters in Yorba
Linda, California.  This note is payable in equal monthly installments of
principal plus interest at 2.25% over the LIBOR Base Rate (7.97% at March 31,
1997) with a balloon payment due at maturity in April 2007.  The proceeds from
this note are anticipated to be used to acquire related businesses, products and
technologies, although there can be no assurance that the Company will be able
to make any such acquisitions.
 
  The Company consummated its IPO on July 26, 1996.  A portion of the net
proceeds to the Company of $6,469,000 (which includes the amount received by the
Company as a result of the exercise of the underwriters over-allotment option on
September 3, 1996) was used to repay approximately $2,379,000 of indebtedness to
stockholders and banks and acquire QSE (Bristol) Limited for approximately
$1,590,000.  The remaining proceeds are anticipated to be used to fund research
and development activities, to augment the Company's sales, marketing and
customer support activities and to acquire related businesses, products and
technologies.
 
  The Company believes that its current cash and cash equivalents and short-term
investment balances and cash generated from operations and borrowings available
under the Company's line of credit will provide adequate working capital to fund
the Company's operations at currently anticipated levels through at least March
31, 1998.  To the extent that such amounts are insufficient to finance the
Company's working capital requirements, the Company will be required to raise
additional funds through public or private equity or debt financings.  There can
be no assurance that such additional financings will be available, if needed,
or, if available, will be on terms satisfactory to the Company.
 
OUTLOOK

  Certain statements contained in this "Outlook" are "forward-looking
statements" that involve risks and uncertainties.  The actual future results of
the Company could differ materially from those statements.  Factors that could
cause or contribute to such differences include, but are not limited to, those
discussed in this report, uncertainties regarding market acceptance of new
products, and product enhancements, delays in the introduction of new products,
and risks associated with managing the Company's growth, as well as those
factors discussed in the Company's Registration Statement on Form SB-2 and
related Prospectus dated July 25, 1996, and the "Risk Factors" described
therein.
 
  The Company's quarterly operating results have fluctuated in the past and may
fluctuate significantly in the future.  Future quarterly results could be
impacted by factors such as customer order delays, a slower growth rate in the
market, increased competition or adverse changes in general economic conditions
in any of the countries in which the Company does business.  While no single
customer accounted for more than 10% of revenues, the loss of a major
distributor or a reduction in orders from a major distributor could have a
significant impact on the results of operations in any particular quarter.
 
  A significant portion of the Company's revenue is from international markets,
particularly the Asia-Pacific Market.  The Company anticipates that sales to
customers outside the United States will continue to account for a significant
portion of its total revenues in the foreseeable future.  As a result, the
Company's financial results could be impacted by weakened general economic
conditions, differing technological advances or preferences, volatile foreign
exchange rates and government trade restrictions in any country in which the
Company does business.  The Company has been able to bill most of its
international customers in US currency, significantly limiting the foreign
exchange risk.  However, there can be no assurance that the Company will be able
to continue this practice as sales to international customers grow.
 
  The Company has increasingly relied on distributors and representatives to
market its products, particularly in the Asia-Pacific Market.  The Company's
revenue in any particular quarter may be negatively impacted by a lower than
anticipated performance of any significant distributor or representative, or the
distributor or representative's inability to sell-through product previously
purchased.  The Company does not offer a right of return to distributors

                                       16
<PAGE>

 or representatives. The Company does, however, provide extended payment terms
(up to 90 days) and commissions to these distributors and representatives.
Commissions range from 20% to 70% of gross sales. These commissions are recorded
at the time of sale and are reflected in selling expenses in the consolidated
statements of income. Sales in other regions (North America and Europe) are
generally made without commissions. The dollar amount of commissions has
increased throughout fiscal 1997 as sales to distributors and representatives
have increased. The Company is in the process of assessing the costs and
benefits of continuing to offer these commissions and is evaluating means
whereby the amounts can be reduced. Means by which commissions may be reduced
include, but are not limited to, opening additional foreign sales offices,
establishing new foreign subsidiaries and renegotiating current commission
amounts with foreign distributors and representatives. The Company may, however,
find it necessary in the future to continue to provide commissions at current
levels or possibly increase them in order to expand international sales, such
increases would result in lower operating income.
 
  The Company's success is dependent on its ability to continue to develop,
enhance and market new products to meet its customers' sophisticated needs in a
timely manner and which are consistent with current technological developments.
The Company's success also depends in part on its ability to attract and retain
technical and other key employees who are in great demand, to protect the
intellectual property rights of its products and to continue key relationships
with third party developers.  The CAD/CAE/CAM software industry is highly
competitive.  The entire industry may experience pricing and margin pressure
which as a result could adversely affect the Company's operating results and
financial position.  In addition, certain of the Company's expenses are based,
in part, on its future revenue expectations.  The Company continues to increase
its operating expense levels to meet the growing customer demand for the
Company's products and services.  If revenue is below expectations, operating
results could be adversely and materially affected.  Net income may be
disproportionately affected by an unexpected reduction in revenue because
certain expenses are generally committed in advance.
 
  To expand its markets, the Company's business strategy includes growth through
acquisitions.  Identifying and pursuing acquisition opportunities and
integrating acquired products and businesses requires a significant amount of
management time and skill.  There can be no assurance that the Company will be
able to identify suitable acquisition candidates, consummate any acquisition on
acceptable terms or successfully integrate any acquired business into the
Company's operations.  There also can be no assurance that any future
acquisition will not have an adverse effect upon the Company's operating
results, particularly in the fiscal quarters immediately following consummation
of the acquisition while the acquired business is being integrated into the
Company's operations.
 
  The trading price of the Company's stock, like other software and technology
stocks, is subject to significant volatility due to factors impacting the
overall market which are unrelated to the Company's performance.  The historical
results of operations and financial position of the Company are not necessarily
indicative of future financial performance.  If revenues or earnings fail to
meet securities analysts' expectations, there could be an immediate and
significant adverse impact on the trading price of the Company's Common Stock.
 
  The Company has not experienced a material adverse impact of such risks or
uncertainties and does not anticipate such an impact.  However, no assurance can
be given that such risks and uncertainties will not affect the Company's future
results of operations or its financial position.

                                       17
<PAGE>
 
ITEM 7.  FINANCIAL STATEMENTS.

Index to Consolidated Financial Statements

<TABLE>
 
<S>                                                                              <C>
1.  Independent Auditors' Report                                                 19
 
2.  Consolidated Financial Statements

      Consolidated Balance Sheet as of March 31, 1997                            20

      Consolidated Statements of Income for the years ended
      March 31, 1997 and 1996                                                    21

      Consolidated Statements of Stockholders' Equity for the years ended
      March 31, 1997 and 1996                                                    22

      Consolidated Statements of Cash Flows for the years ended
      March 31, 1997 and 1996                                                    23

      Notes to Consolidated Financial Statements                                 25
</TABLE>

                                       18
<PAGE>
 
                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Research Engineers, Inc.:

We have audited the accompanying consolidated balance sheet of Research
Engineers, Inc. and subsidiaries as of March 31, 1997, and the related
consolidated statements of income, stockholders' equity and cash flows for the
years ended March 31, 1997 and 1996.  These consolidated financial statements
are the responsibility of the Company's management.  Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Research Engineers,
Inc. and subsidiaries as of March 31, 1997, and the results of their operations
and their cash flows for the years ended March 31, 1997 and 1996, in conformity
with generally accepted accounting principles.

                          /s/ KPMG PEAT MARWICK LLP

Orange County, California
May 29, 1997

                                       19
<PAGE>
 
                   RESEARCH ENGINEERS, INC. AND SUBSIDIARIES
                           Consolidated Balance Sheet
                                 March 31, 1997
               (In thousands, except share and per share amounts)

<TABLE>
<S>                                           <C>
              ASSETS
Current assets:
Cash and cash equivalents                     $ 2,579
Short term investments                          1,701
Accounts receivable (net of allowance           
 for doubtful accounts of $40)                  2,138   
Deferred income taxes                             317
Notes and related party loans receivable           63
Prepaid expenses and other current                
 assets                                           468
                                              -------
Total current assets                            7,266
 
Property, plant and equipment, net              2,723
Goodwill (net of accumulated                    
 amortization of $185)                          1,306 
Other assets                                      384
                                              -------
                                              $11,679
                                              =======
 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
Current liabilities:
Accounts payable                              $   307
Accrued expenses                                  584
Income taxes payable                              269
Deferred maintenance revenue                      787
Current portion of long-term bank debt            187
Other                                              51
                                              -------
Total current liabilities                       2,185
                                              -------
Long-term bank debt                             1,962
Deferred income taxes                              56
 
Stockholders' equity:
Preferred stock, par value $ .01.
 Authorized 5,000,000 shares; issued and            
 outstanding none                                   -
Common stock, par value $.01.
 Authorized 20,000,000 shares; issued              
 and outstanding  5,701,000 shares                 57
Additional paid-in capital                      6,785
Retained earnings                                 551
Unrealized gain on investments                      6
Foreign currency translation adjustment            77
                                              -------
Total stockholders' equity                      7,476

Commitments
                                              $11,679
                                              =======
</TABLE> 
 
See accompanying notes to consolidated financial statements.

                                       20
<PAGE>
 
                   RESEARCH ENGINEERS, INC. AND SUBSIDIARIES
                       Consolidated Statements of Income
                      Years ended March 31, 1997 and 1996
               (In thousands, except share and per share amounts)

<TABLE>
<CAPTION>
                                                 1997         1996
                                              ----------   ----------
 
<S>                                           <C>          <C>
Net revenues:
   Product sales                              $    9,568        6,044
   Maintenance and support                         1,455        1,279
                                              ----------   ----------
                                                           
          Total net revenues                      11,023        7,323
                                                           
Cost of revenues                                     800          524
                                              ----------   ----------
                                                           
          Gross profit                            10,223        6,799
                                              ----------   ----------
                                                           
Operating expenses:                                        
   Selling, general and administrative             7,860        4,769
   Research and development                        1,183        1,060
   In-process research and development               715           89
                                              ----------   ----------
                                                           
          Total operating expenses                 9,758        5,918
                                              ----------   ----------
                                                           
          Operating income                           465          881
                                              ----------   ----------
                                              
Other (income)/expense:                       
   Interest, net                                     (43)         246
   Other                                             (62)        (125)
                                              ----------   ----------
                                                           
Income before income taxes                           570          760
                                                           
Income tax expense                                   348           44
                                              ----------   ----------
                                                           
          Net income                          $      222          716
                                              ==========   ==========
                                                           
Net income per common and common                                      
 equivalent share                             $      .04            - 
                                              ==========   ==========
                                                           
   Weighted average number of common and                   
    common equivalent shares outstanding       5,314,814            -
                                              ==========   ==========
                                                           
Pro forma net income data (unaudited):                     
   Income before income taxes as reported     $        -          760
   Pro forma provision for income tax                  -          262
    expense                                                
                                              ----------   ----------
                                                           
          Pro forma net income                $        -          498
                                              ==========   ==========
                                                           
   Pro forma net income per share             $        -          .12
                                              ==========   ==========
                                              
   Number of shares used in computing pro     
    forma per share information                        -    4,139,384
                                              
                                              ==========   ==========
 
See accompanying notes to consolidated
 financial statements.
</TABLE>

                                       21
<PAGE>
 
                   RESEARCH ENGINEERS, INC. AND SUBSIDIARIES
                Consolidated Statements of Stockholders' Equity
                      Years ended March 31, 1997 and 1996
                      (In thousands, except share amounts)

<TABLE>
<CAPTION>
 
                                                                                                                        
                                                                                                                              
                                         COMMON STOCK                                                                         
                                  -----------------------------                             RETAINED EARNINGS              
                                     NUMBER OF            PAR     ADDITIONAL PAID-IN          (ACCUMULATED                    
                                      SHARES             VALUE         CAPITAL                  DEFICIT)                      
                                  ------------       -------------------------------        -----------------                 
<S>                                  <C>             <C>         <C>                        <C>                               
Balance, March 31, 1995              4,095,437       $      41              55                         (301)                  
                                                                                                                              
Foreign currency translation                --              --              --                           --                   
                                                                                                                              
Stockholder distribution                    --              --              --                          (86)                  
                                                                                                                              
Issuance of common stock               110,563               1             276                           --                   
                                                                                                                              
Net income                                  --              --              --                          716                   
                                  ------------       -------------------------------        -----------------                 
                                                                                                                              
Balance, March 31, 1996              4,206,000              42             331                          329                   
                                                                                                                              
Foreign currency translation                --              --              --                           --                   
                                                                                                                              
Issuance of common stock             1,495,000              15           6,454                           --                   
                                                                                                                              
Unrealized gain on                                                                                                            
 investments                                --              --              --                           --                   
                                                                                                                              
Net income                                  --              --              --                          222                   
                                  ------------       -------------------------------        -----------------                 
                                                                                                                              
Balance, March 31, 1997              5,701,000       $      57           6,785                          551                   
                                  ============       ===============================        =================                 

                                                                  FOREIGN             
                                               UNREALIZED        CURRENCY             
                                                GAIN ON         TRANSLATION           
                                              INVESTMENTS       ADJUSTMENT      TOTAL 
                                            ---------------   ----------------------- 
                                             <C>              <C>               <C>   
Balance, March 31, 1995                                  --               (7)    (212)
                                                                                      
Foreign currency translation                             --              (14)     (14)
                                                                                      
Stockholder distribution                                 --               --      (86)
                                                                                      
Issuance of common stock                                --               --      277 
                                                                                      
Net income                                               --               --      716 
                                            ---------------   ----------------------- 
                                                                                      
Balance, March 31, 1996                                  --              (21)     681 
                                                                                      
Foreign currency translation                             --               98       98 
                                                                                      
Issuance of common stock                                 --               --    6,469 
                                                                                      
Unrealized gain on                                                                    
 investments                                              6               --        6 
                                                                                      
Net income                                               --               --      222 
                                            ---------------   ----------------------- 
Balance, March 31, 1997                                   6               77    7,476 
                                            ===============   ======================= 

</TABLE>

See accompanying notes to consolidated financial statements.

                                      22
<PAGE>
 
                   RESEARCH ENGINEERS, INC. AND SUBSIDIARIES
                     Consolidated Statements of Cash Flows

                      Years ended March 31, 1997 and 1996

                                (In thousands)

<TABLE>
<CAPTION>
                                                                                             1997              1996
                                                                                           -------           -------
                                                                                                                    
<S>                                                                                        <C>               <C>     
Cash flows from operating activities:                                                                               
  Net income                                                                               $   222               716
  Adjustments to reconcile net income to net cash provided by (used in)                                             
   operating activities:                                                                                            
     In-process research and development                                                       715                89
     Bonus expense for stock issuance                                                           --                60
     Depreciation and amortization                                                             826               210
     Changes in operating assets and liabilities, (net of acquisitions):                                            
       Accounts receivable                                                                    (974)             (501)
       Deferred income tax asset                                                                 8              (269)
       Notes and related party loans receivable                                                (23)              (20)
       Prepaid expenses and other current assets                                              (300)                8
       Other assets                                                                           (311)              (60)
       Accounts payable                                                                       (166)              117
       Deferred maintenance revenue                                                            101               104
       Income taxes payable                                                                     35               193
       Accrued expenses                                                                         31               (24)
       Other current liabilities                                                              (106)              184
       Other long-term liabilities                                                            (126)               (5)
                                                                                           -------           -------
                                                                                                                    
               Net cash provided by (used in) operating activities                             (68)              802
                                                                                           -------           -------
                                                                                                                    
Cash flows from investing activities:                                                                               
  Purchase of property, plant and equipment                                                   (621)             (193)
  Purchase of short-term investments                                                        (3,386)               --
  Sale of short term investments                                                             1,691                --
  Proceeds from repayment of related party note receivable                                      48                --
  Payments to acquire companies, net of cash acquired                                       (1,536)             (227)
                                                                                           -------           -------
                                                                                                                    
               Net cash used in investing activities                                        (3,804)             (420)
                                                                                           -------           -------
                                                                                                                    
Cash flows from financing activities:                                                                               
  Proceeds from issuance of  bank debt                                                       1,979                71
  Repayment of  bank debt                                                                   (1,960)              (87)
  Repayment of stockholder loans                                                              (565)             (185)
  Common stock issuance                                                                      6,469                --
  Stockholder distribution                                                                      --               (86)
                                                                                           -------           -------
                                                                                                                    
               Net cash provided by (used in) financing activities                           5,923              (287)
                                                                                           -------           -------
                                                                                                                    
               Increase in cash and cash equivalents                                         2,051                95
                                                                                                                    
                                                                                                                    
                                                                                                                    
Cash and cash equivalents, beginning of year                                                   528               433
                                                                                           -------           -------
                                                                                                                    
Cash and cash equivalents, end of year                                                     $ 2,579               528
                                                                                           =======           ======= 
</TABLE>
                                  (Continued)

                                       23
<PAGE>
 
                   RESEARCH ENGINEERS, INC. AND SUBSIDIARIES
               Consolidated Statements of Cash Flows, Continued

<TABLE>
<CAPTION>
                                                               1997    1996
                                                              ------  ------
                                                                            
<S>                                                           <C>     <C>     
Supplemental cash flow information:                                         
   Amounts paid for:                                                        
     Interest                                                 $  169     246
     Income taxes                                                432     119
                                                              ======  ======
                                                                            
Non-cash transactions:                                                      
   Unrealized gain on investments                             $    6      --
   Common stock issued in business acquisitions                   --     216
                                                                            
                                                                            
   Payments to acquire companies, net of cash acquired:                     
     Assets acquired                                           1,245     733
     Liabilities assumed                                        (424)   (379)
     Purchased research and development                          715      89
     Common stock issued                                          --    (216)
                                                              ------  ------
                                                                            
                                                              $1,536     227
                                                              ======  ====== 
</TABLE> 

See accompanying notes to consolidated financial statements.

                                       24
<PAGE>
 
                   RESEARCH ENGINEERS, INC. AND SUBSIDIARIES
                  Notes to Consolidated Financial Statements

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    ORGANIZATION

    Research Engineers, Inc. (the Company) was incorporated in New Jersey in
    1981 and is currently headquartered in Yorba Linda, California. The Company
    develops and markets structural, mechanical, civil and process/piping
    engineering software products worldwide.

    The Company entered into a merger agreement, dated April 26, 1996 with
    Research Engineers, Inc., a Delaware Corporation, and a wholly-owned
    subsidiary of the Company (Surviving Company). On the effective date of the
    merger, each share of Research Engineers, Inc. common stock issued and
    outstanding was converted into 4.42148552 shares, $.01 par value common
    stock of the Surviving Company. In conjunction, the Surviving Company
    authorized a total of 20,000,000 shares of common stock and 5,000,000 shares
    of preferred stock, both at $.01 par value. All share and per share amounts
    in the accompanying consolidated financial statements have been restated to
    give retroactive effect to the stock split.

    PRINCIPLES OF CONSOLIDATION

    The consolidated financial statements include the accounts of Research
    Engineers, Inc. and its wholly owned subsidiaries. Certain entities
    previously held under common control were acquired as wholly owned
    subsidiaries effective September 1995. These acquisitions were accounted for
    on an "as-if" pooling method and therefore consolidated for all periods
    presented, since they were entities under common control. All significant
    transactions among the consolidated entities have been eliminated upon
    consolidation.

    FAIR VALUE OF FINANCIAL INSTRUMENTS

    SFAS No. 107, Disclosures About Fair Value of Financial Instruments,
    requires management to disclose the estimated fair value of certain assets
    and liabilities defined by SFAS No. 107 as financial instruments. Financial
    instruments are generally defined by SFAS No. 107 as cash or a contractual
    obligation that both conveys to one entity a right to receive cash or other
    financial instruments from another entity, and imposes on the other entity
    the obligation to deliver cash or other financial instruments to the first
    entity. At March 31, 1997, management believes that the carrying amounts of
    cash and cash equivalents, short term investments, receivable and payable
    amounts and accrued expenses approximate fair value because of the short
    maturity of these financial instruments. The Company believes that the
    carrying value of its bank debt approximates its fair value as the interest
    rate approximates a rate that the Company could obtain under similar terms
    at the balance sheet date.

    REVENUE RECOGNITION

    Revenue from software sales is recognized upon shipment provided that no
    significant post-contract support obligations remain outstanding and
    collection of the resulting receivable is deemed probable. The Company's
    sales do not provide a specific right of return, and actual returns have
    been insignificant. At the time of sale, the Company typically provides 120-
    day initial maintenance and support to the customer. Costs relating to this
    initial 120-day support period, which include primarily telephone support,
    are not considered material. After the initial support period, customers can
    choose to purchase ongoing maintenance contracts that include telephone, e-
    mail and other support, and the right to purchase upgrades at a discounted
    price. Revenue from these maintenance contracts is deferred and amortized
    using the straight-line method over the life of the contract.

                                       25
<PAGE>
 
                   RESEARCH ENGINEERS, INC. AND SUBSIDIARIES
             Notes to Consolidated Financial Statements, Continued

     FOREIGN CURRENCY TRANSLATION

     The financial position and results of operations of the Company's foreign
     subsidiaries are translated using the local currency as the functional
     currency.  Assets and liabilities of the subsidiaries are translated at the
     exchange rate in effect at each year-end.  Income statement accounts are
     translated at the average rate of exchange prevailing during the year.
     Translation adjustments arising from the use of differing exchange rates
     from period to period are included in the cumulative translation adjustment
     account in stockholders' equity.  Gains and losses resulting from foreign
     currency transactions are included in income and are not material for
     fiscal 1997 and 1996.

     SOFTWARE DEVELOPMENT COSTS AND PURCHASED TECHNOLOGY

     The Company capitalizes costs related to the development of certain
     software products.  Capitalization of costs begins when technological
     feasibility has been established and ends when the product is available for
     general release to customers.  Included in other assets are capitalized
     costs of approximately $406,000, for the year ended March 31, 1997.
     Approximately $228,000 of this amount represents the cost of software
     developed by outside parties on behalf of the Company.  The remaining
     $178,000 represents purchased technology.

     Capitalized software development costs and purchased technology are
     amortized using the straight-line method over three years, or the ratio of
     actual sales to anticipated sales, whichever is greater.  Amortization of
     software development costs and purchased technology charged to operations
     was approximately $39,000 and $7,000 for the years ended March 31, 1997 and
     1996, respectively.

     CASH AND CASH EQUIVALENTS

     The Company considers all highly liquid investments with maturities of
     three months or less at date of purchase to be considered cash equivalents.

     SHORT-TERM INVESTMENTS

     The Company's short-term investments consist of United States government
     agency securities, classified as held-to-maturity, and preferred stock
     marketable equity securities, classified as available for sale.  In
     accordance with SFAS No. 115, Accounting for Certain Investments in Debt
     and Equity Securities, investments classified as available for sale have
     been recorded at fair value and investments classified as held to maturity
     are reported at amortized cost.  Unrealized gains or losses on such
     investments as of March 31, 1997 have been recorded as a separate component
     of stockholders' equity.  All realized gains and losses are computed on the
     specific identification basis.

     INCOME TAXES

     The Company provides for income taxes using the asset and liability method.
     Deferred tax assets and liabilities arise from temporary differences
     between the tax basis of assets and liabilities and their reported amounts
     in the consolidated financial statements that will result in taxable or
     deductible amounts in future years.

     USE OF ESTIMATES

     The preparation of financial statements in conformity with generally
     accepted accounting principles requires management to make estimates and
     assumptions that affect the reported amounts of assets and liabilities at
     the date of financial statements and the reported amounts of revenues and
     expenses during the reporting period.  Actual results could differ from
     those estimates.

                                       26
<PAGE>
 
                   RESEARCH ENGINEERS, INC. AND SUBSIDIARIES
             Notes to Consolidated Financial Statements, Continued

     NET INCOME PER SHARE AND PRO FORMA NET INCOME PER SHARE

     Net income per share for the year ended March 31, 1997 was determined, in
     accordance with the treasury stock method, by dividing net income by the
     weighted average number of common and common equivalent shares outstanding
     during the period.  Fully diluted earnings per share approximated primary
     earnings per share for the years ended March 31, 1997 and 1996.  Unaudited
     pro forma net income per share for the year ended March 31, 1996 was
     determined by dividing applicable pro forma net income amounts by the
     weighted average number of common and common equivalent shares outstanding
     during the period.

     In February 1997, the Financial Accounting Standards Board issued Statement
     of Financial Accounting Standards ("SFAS") No. 128, Earnings Per Share,
     effective for interim and annual periods beginning after December 15, 1997.
     SFAS No. 128 establishes standards for computing and presenting earnings
     per share ("EPS") and simplifies the standards for computing EPS currently
     found in Accounting Principles Board ("APB") Opinion No. 15, Earnings Per
     Share.  Common stock equivalents under APB Opinion No. 15, with the
     exception of contingently issuable shares (shares issuable for little or no
     cash consideration), are not included in the calculation of  basic EPS.
     Under SFAS No. 128, contingently issuable shares are included in the
     calculation of diluted EPS.  Early adoption of this Statement is not
     permitted.  The Company anticipates that adoption of this Statement will
     not have a material impact on the consolidated financial statements.

     PROPERTY, PLANT AND EQUIPMENT

     Property, plant and equipment are stated at cost.  Depreciation is
     calculated using the straight-line method over the following useful lives:

               Buildings and improvements       39 years
               Computer equipment                5 years
               Office equipment and furniture    5-7 years

   LONG LIVED ASSETS

   The Company adopted the provisions of SFAS No. 121, Accounting for the
   Impairment of Long-Lived Assets and Assets to Be Disposed Of on April 1,
   1996.  In accordance with SFAS No. 121, long-lived assets to be held and
   goodwill are reviewed for events or changes in circumstances that indicate
   that their carrying value may not be recoverable through cash flows.  If the
   Company determines that the carrying value of a given asset is deemed not to
   be recoverable the asset will be adjusted to its fair market value.  Adoption
   of this Statement did not have a material impact on the Company's
   consolidated financial statements.

   GOODWILL

   The Company amortizes costs in excess of fair value of net assets of
   businesses acquired using the straight-line method over the estimated useful
   lives of the business acquired, usually a period of five years. Goodwill
   amortization was $167,000 and $18,000 for the years ended March 31, 1997 and
   1996, respectively.

                                       27
<PAGE>
 
                   RESEARCH ENGINEERS, INC. AND SUBSIDIARIES

             Notes to Consolidated Financial Statements, Continued

   STOCK-BASED COMPENSATION

   Prior to April 1, 1996, the Company accounted for its stock option plans in
   accordance with Accounting Principles Board APB Opinion No. 25, Accounting
   for Stock Issued to Employees, and related interpretations.  As such,
   compensation expense would be recorded on the date of grant only if the
   current market price of the underlying stock exceeded the exercise price.  On
   April 1, 1996, the Company adopted SFAS No. 123, Accounting for Stock-Based
   Compensation, which permits entities to recognize as expense over the vesting
   period the fair value of all stock-based awards on the date of grant.
   Alternatively, SFAS No. 123 also allows entities to apply the provisions of
   APB Opinion No. 25 and provide pro forma net income and pro forma net income
   per share disclosures for employee stock option grants made as if the fair-
   value-based method defined in SFAS No. 123 had been applied.  The Company has
   elected to continue to apply the provisions of APB Opinion No. 25 and provide
   the pro forma disclosure provisions of SFAS No. 123.

   RECLASSIFICATIONS

   Certain reclassifications have been made to the 1996 financial statements to
   conform to the 1997 presentation.

(2) ACQUISITIONS

   During fiscal 1997 and 1996, the Company effected one and three
   acquisition(s), respectively.  These acquisitions were accounted for using
   the purchase method of accounting and, accordingly, the results of operations
   of the acquired assets and assumed liabilities have been included with those
   of the Company since the effective dates of the respective acquisitions.  All
   assets acquired and liabilities assumed were recorded at their estimated fair
   market values at the date of acquisition in the consolidated balance sheet.


   QSE (BRISTOL) LIMITED

   On December 3, 1996, the Company acquired all of the outstanding stock of QSE
   (Bristol) Limited, a software manufacturer and marketer.  The purchase, for
   approximately $1,590,000 in cash, was made by Research Engineers (Europe)
   Limited, the Company's United Kingdom subsidiary.  This transaction was
   accounted for as a purchase.  On the date of acquisition, the Company
   determined that no alternative future use existed for the research and
   development in progress acquired and charged $715,000 to operations.


   The purchase price allocation for the acquisition of QSE (Bristol) Limited is
   summarized as follows (in thousands):

<TABLE>
<CAPTION>
                                                   QSE
                                                --------
   <S>                                          <C>
   Current assets, including cash of $54         $  278
   Property and equipment                            44
   Goodwill                                         977
   In-process research
     and development                                715
   Current liabilities                             (334)
   Non-current liabilities                          (90)
                                                --------
                                                 $1,590
                                                ========
</TABLE>

                                       28
<PAGE>
 
                   RESEARCH ENGINEERS, INC. AND SUBSIDIARIES

             Notes to Consolidated Financial Statements, Continued

   EGIS, GMBH

   On November 1, 1995, the Company acquired all of the assets and liabilities
   of EGIS GmbH, a Germany-based software developer and marketer.  The purchase
   price of the net acquired assets included a cash payment of approximately
   $35,000 and assumption of a bank loan for approximately $130,000.  On the
   date of acquisition, the Company determined that no alternative future use
   existed for the research and development in progress acquired and charged
   $52,000 to operations.

   DAS CONSULTING, INC.

   On September 8, 1995, the Company acquired all of the assets and liabilities
   of Das Consulting, Inc., a software manufacturer and marketer.  The purchase
   price of the net acquired assets included a cash payment of $26,000 and the
   issuance of 17,686 shares of REI common stock with a fair market value of
   $16,000.  On the date of acquisition, the Company determined that no
   alternative future use existed for the research and development in progress
   acquired and charged $37,000 to operations.

   ADLPipe

   On March 22, 1996, the Company acquired all of the assets and liabilities of
   ADLPipe, a software manufacturer and marketer.  The purchase price of the net
   acquired assets included a cash payment of $200,000 and the issuance of
   26,290 shares of REI common stock valued at $200,000.  The former
   shareholders of ADLPipe retained the right to demand that the Company
   purchase the shares acquired for a period up to five months following an
   initial public offering of the Company's common stock.  This right was
   subsequently extended to December 20, 1997.

   Purchase price allocations for the purchases made during 1996 are summarized
   as follows (in thousands):

<TABLE>
<CAPTION>
                                               DAS
                                    EGIS    CONSULTING    ADLPipe    TOTAL
                                 -----------------------------------------
   <S>                           <C>         <C>          <C>        <C>      
   Current assets                  $  94        --           86       180  
   Property and equipment             21        24           28        73  
   Goodwill                          214        --          300       514  
   In-process research                                                     
   and development                    52        37           --        89  
   Current liabilities              (216)      (19)         (14)     (249) 
   Non-current liabilities          (130)       --           --      (130) 
                                 -----------------------------------------
                                   $  35        42          400       477  
                                 ========================================= 
</TABLE>

                                       29
<PAGE>
 
                   RESEARCH ENGINEERS, INC. AND SUBSIDIARIES

             Notes to Consolidated Financial Statements, Continued

     Following are unaudited pro forma consolidated results of operations as if
     the above acquisitions had taken place on April 1, of each fiscal year, (in
     thousands):

<TABLE>
<CAPTION>
                                                      YEAR ENDED         YEAR ENDED           
                                                       MARCH 31,          MARCH 31,           
                                                         1997               1996              
                                                      ------------------------------                 
                                                      (UNAUDITED)        (UNAUDITED)          
         <S>                                          <C>                 <C>                 
         Net revenues                                  $11,529              7,900                       
         Income before income taxes                      1,175                696                       
         Net income                                        818                654                       
         Net income per common and                                                                    
           common equivalent share                         .15                .16             
</TABLE>

(3)  SHORT-TERM INVESTMENTS

     The Company's fixed maturity short-term investments that are classified as
     held-to-maturity at March 31, 1997 consist entirely of debt securities
     issued by the United States or its agencies and are recorded at an
     amortized cost of approximately $1,015,000, which also approximates fair
     value. There were no material unrealized holding gains or losses at March
     31, 1997.

     The Company's preferred stock investments that are classified as available-
     for-sale at March 31, 1997 are recorded at an aggregate fair value of
     $686,000. The net unrealized holding gains at March 31, 1997 were
     approximately $6,000 and have been accounted for as a separate component of
     stockholders' equity.

 (4) PROPERTY, PLANT AND EQUIPMENT

     Property, plant and equipment, at cost, as of March 31, 1997 consists of
     the following (in thousands):

<TABLE>
               <S>                                        <C>
               Land                                          $   540
               Building                                        1,673
               Office and computer equipment, software
                  and furniture                                1,809
                                                             ---------
 
                                                               4,022
 
               Accumulated depreciation                       (1,299)
                                                             ---------
 
               Net property, plant and equipment             $ 2,723
                                                             =========
</TABLE>

                                       30
<PAGE>
 
                   RESEARCH ENGINEERS, INC. AND SUBSIDIARIES

             Notes to Consolidated Financial Statements, Continued

 (5)   LINE OF CREDIT AND BANK DEBT

       Long-term bank debt consists of the following at March 31, 1997 (in
       thousands):
<TABLE> 
       <S>                                                                                            <C> 
       Mortgage payable to bank, monthly payments of principal plus interest at  2.25% over 
         the LIBOR Base Rate (7.97% at March 31, 1997) through maturity of April 2007, 
         secured by real estate owned by the Company                                                  $1,800
 
       Loan payable to bank, monthly payments of principal plus interest at .5% over the
         bank's prime rate (9.00% at March 31, 1997) through maturity of April 2000, 
         secured by certain computer equipment owned by the Company                                      179
 
       Loan payable to bank, monthly payments of principal plus interest at 9.25% through 
         maturity of August 1998, secured by certain equipment owned by the Company                       89
 
       Other                                                                                              81
                                                                                                      --------
 
       Total                                                                                           2,149
 
       Less current portion                                                                              187
                                                                                                      --------
 
                                                                                                      $1,962
                                                                                                      ========
</TABLE>

       On November 26, 1996, the Company obtained a $500,000 line of credit from
       a bank expiring on August 31, 1997. There were no amounts outstanding at
       March 31, 1997. The credit facility bears interest at the banks prime
       rate (8.5% at March 31, 1997) and is collateralized by all assets of the
       Company.

       The line of credit contains certain restrictive covenants, all of which
       have been complied with or waived by the bank.

       The long-term bank debt matures in each of the following years ending
       March 31 (in thousands):

<TABLE>
                                  <S>          <C>   
                                  1998         $  187
                                  1999            153
                                  2000            122
                                  2001             54
                                  2002             52
                                  Thereafter    1,581
                                               ------
                                               $2,149
                                               ====== 
</TABLE>

                                       31
<PAGE>
 
                   RESEARCH ENGINEERS, INC. AND SUBSIDIARIES

             Notes to Consolidated Financial Statements, Continued

(6) STOCKHOLDERS' EQUITY

    INITIAL PUBLIC OFFERING

    On July 26, 1996, the Company completed its initial public offering of
    1,300,000 shares of its common stock at $5.00 per share (1,495,000 shares
    after exercise of the underwriters over-allotment option on September 3,
    1996). The net proceeds of the offering (including exercise of the
    underwriters over-allotment option) after deducting underwriter's
    commissions and offering costs were approximately $6,469,000.

    STOCK OPTION PLANS

    In April 1996, the Company adopted the Research Engineers, Inc. 1996 Stock
    Option Plan (the "1996 Plan"). The 1996 Plan provides for the granting of
    Incentive Stock Options (ISOs) or Non-Qualified Stock Options (NQOs) of up
    to 294,000 shares of the Company's common stock. These options will
    generally vest over 3 years, though the vesting periods vary from person to
    person. The options are exercisable subject to continued employment and
    other conditions. The 1996 Plan will terminate in April 2006. As of March
    31, 1997 there were 20,500 options available for grant under the 1996 Plan
    and no options were exercisable.

    In November 1996, the Board of Directors approved the repricing of 247,750
    of the Company's stock options granted under the 1996 Plan which had
    exercise prices higher than the then market price of the Company's common
    stock. The options were repriced from $5.00 to $2.75.

    The following is a summary of stock option activity related to the 1996 Plan
    (number of shares in thousands):

<TABLE>
<CAPTION>
                                                               WEIGHTED      
                                                               AVERAGE       
                                                  NUMBER OF    EXERCISE      
                                                   SHARES       PRICE        
                                                  ---------    --------                      
              <S>                                <C>           <C>           
              Outstanding at April 1, 1996            --        $  --        
              Grants                                 292         2.75        
              Forfeited                              (19)        2.75        
                                                  ---------      
              Outstanding at March 31, 1997          273         2.75        
                                                  =========              
</TABLE>

    In February 1997, the Company adopted, subject to stockholder approval, the
    Research Engineers, Inc. 1997 Stock Option Plan (the "1997 Plan"). The 1997
    Plan provides for the granting of Incentive Stock Options (ISOs) or Non-
    Qualified Stock Options (NQOs) of up to 300,000 shares of the Company's
    common stock. These options will generally vest over 3 years, though the
    vesting periods vary from person to person. The options are exercisable
    subject to continued employment and other conditions. The 1997 Plan will
    terminate in February 2007. As of March 31, 1997, there were 247,000 options
    available for grant under the 1997 Plan and no options were exercisable.

                                       32
<PAGE>
 
                   RESEARCH ENGINEERS, INC. AND SUBSIDIARIES

             Notes to Consolidated Financial Statements, Continued

    The following is a summary of stock option activity related to the 1997 Plan
    (number of shares in thousands):

<TABLE>
<CAPTION>
                                                            WEIGHTED  
                                                            AVERAGE             
                                               NUMBER OF    EXERCISE            
                                                SHARES       PRICE              
                                               ---------    --------                            
            <S>                                <C>          <C>                 
            Outstanding at April 1, 1996          --        $  --               
            Grants                                53          2.75              
            Forfeited                             --           --               
                                               ---------                        
            Outstanding at March 31, 1997         53          2.75               
                                               =========                       
</TABLE>

    As discussed in Note 1, the Company accounts for its stock option plans
    based on the intrinsic value of a grant as of the date of the grant in
    accordance with APB No. 25. Accordingly, no compensation expense has been
    recognized in 1997 or 1996 for options granted under the Company's stock
    option plans. Had compensation cost been recognized in accordance with the
    fair value provisions of SFAS No. 123, pro forma net income and net income
    per share for 1997 would have been $72,000 and $.01, respectively. The
    weighted average fair value of each option grant, $1.34 for options granted
    in 1997, was estimated on the date of grant using the Black-Scholes option
    pricing model with the following weighted average assumptions: no dividend
    yield; expected volatility of 48%; risk-free interest rate of 5.50%; and
    expected lives of 5 years.

    At March 31, 1997, the weighted average remaining contractual life of
    outstanding options was 9.04 years.

(7) RELATED PARTY TRANSACTIONS

    In October 1996, the Company loaned $37,500 to a stockholder, with principal
    and accrued interest due in October 1997. Interest accrues at the rate of 8%
    per annum. The stockholder has pledged his common stock in the Company as
    collateral for this note. The note is included in notes and related party
    loans receivable on the consolidated balance sheet.

    The Company leased a condominium used for office space from a stockholder on
    a month-to-month basis during the year ended March 31, 1996. Included in
    selling, general and administrative expense for the year ended March 31,
    1996 is $8,000 for the leased property.

(8) RETIREMENT PLAN

    The Company has adopted a qualified cash or deferred 401(k) retirement
    savings plan. The plan covers all employees who have attained age 21. The
    Company makes matching contributions to this plan based on 100% of the
    employees' elective contributions up to a maximum of 6% of compensation. For
    the years ended March 31, 1997 and 1996, Company contributions in the amount
    of $74,000 and $55,000, respectively, were paid to the plan.

(9) COMMITMENTS

    The Company leases certain facilities and equipment under noncancelable
    operating leases. The facility leases include options to extend the lease
    terms and provisions for payment of property taxes, insurance and
    maintenance expenses.

    At March 31, 1997, future minimum annual rental commitments under these
    lease obligations are as follows (in thousands):

                                       33
<PAGE>
 
                   RESEARCH ENGINEERS, INC. AND SUBSIDIARIES

             Notes to Consolidated Financial Statements, Continued

<TABLE>
<CAPTION>  
                Year ending March 31:
                      <S>                           <C>
                      1998                          $371
                      1999                           271
                      2000                           196
                      2001                            56
                      2002                            14
                      Thereafter                       6
                                                    ----
                                                    $914
                                                    ====
</TABLE>

   Rent expense was $315,000 and $136,000 for the years ended March 31, 1997 and
   1996, respectively.

   The Company leases space to third parties in a Company-owned building under
   operating leases.  Certain leases contain renewal options and provide for
   reimbursement of certain operating expenses.  Total additional rentals to be
   received in future years are approximately $60,000 at March 31, 1997.  Rental
   income for the year ended March 31, 1997 and 1996, included in other (income)
   expense in the accompanying consolidated statements of income, was $99,000
   and $119,000, respectively.

   EMPLOYMENT AGREEMENTS

   The Company has entered into employment agreements with three officers of the
   Company that provide for minimum annual salaries aggregating $520,000.  The
   agreements expire on May 31, 2001.  In the event of termination of a contract
   by the Company without cause, the Company would be required to pay continuing
   salary payments for specified periods in accordance with the agreements.

                                       34
<PAGE>
 
                   RESEARCH ENGINEERS, INC. AND SUBSIDIARIES
             Notes to Consolidated Financial Statements, Continued

(10) INCOME TAXES

     Prior to October 1, 1995, the Company elected to be taxed as an S
     Corporation under the Internal Revenue Code. Effective October 1, 1995, the
     S Corporation election was terminated and the Company has since been
     operated as a C Corporation for tax purposes. The Company did not provide
     for Federal income taxes during its operation as an S Corporation since the
     liability was primarily that of the individual shareholders.

     The provision for income taxes is comprised of the following (in
     thousands):
<TABLE>
<CAPTION>
                         1997    1996      1996
                         ----    ----   ----------
                                        (UNAUDITED
                                        PRO FORMA)
      <S>              <C>      <C>      <C> 
      Current:                         
      Federal            $144     202      233
      State                51      44       32
      Foreign             145      67       67
                         ----    ----     ----
                                       
                          340     313      332
                                       
      Deferred:                        
      Federal              16    (228)     (59)
      State               (14)    (41)     (11)
      Foreign               6      --       --
                         ----    ----     ----
                                       
                            8    (269)     (70)
                         ----    ----     ----
                                       
      Total              $348      44      262
                         ====    ====     ====
</TABLE>

     The reported provision for income taxes differs from the amount computed by
     applying the statutory federal income tax rate of 34% to income before
     taxes as follows (in thousands):
<TABLE>
<CAPTION>
                                                  YEAR ENDED MARCH 31
                                               --------------------------
                                               1997    1996      1996
                                               ----    ----    ----------
                                                               (UNAUDITED
                                                               PRO FORMA)
<S>                                         <C>       <C>     <C>   
Income tax at statutory rate                   $194     258      258
State taxes, net of federal benefits             24      42       42
Effect of S Corporation termination              --    (248)      --
Research and development credits                (30)    (11)     (41)
Foreign income tax rate differential            (25)    (12)     (12)
In-process research and development             243      --       --
Provision to return adjustment                  (85)     --       --
Other                                            27      15       15
                                               ----    ----     ----
                                                              
Total                                          $348      44      262
                                               ====    ====     ====
</TABLE>

                                       35
<PAGE>
 
                   RESEARCH ENGINEERS, INC. AND SUBSIDIARIES

             Notes to Consolidated Financial Statements, Continued

   The Company provides deferred income taxes for temporary differences between
   assets and liabilities recognized for financial reporting and income tax
   purposes.  The tax effects of temporary differences at March 31, 1997 are as
   follows (in thousands):

<TABLE>
<CAPTION>
                                                             MARCH 31,             
                                                               1997                
                                                             ---------             
                    <S>                                      <C>                   
                    Deferred tax assets:                                           
                      Cash to accrual adjustment               $227                
                      State taxes                                26                
                      Accrued vacation                           29                
                      Allowance for doubtful accounts            18                
                      Amortization of goodwill                   17                
                                                             ---------              
                                                                                   
                             Total deferred tax assets          317                
                                                                                   
                    Deferred tax liabilities:                                      
                      Depreciation                              (49)               
                      Other                                      (7)               
                                                             ---------              
                                                                                   
                             Total deferred tax liabilities     (56)               
                                                             ---------              
                             Net deferred tax asset            $261                
                                                             =========              
</TABLE>

   In assessing the realizability of the net deferred tax assets, management
   considers whether it is more likely than not that some or all of the deferred
   tax assets will not be realized.  The ultimate realization of deferred tax
   assets is dependent upon the generation of future taxable income during the
   periods in which those temporary differences become deductible.  As of March
   31, 1997, the Company had not provided a valuation allowance to reduce the
   net deferred tax assets due to the Company's expectation of future taxable
   income against which the deferred tax asset may be utilized.

   Undistributed earnings of certain of the Company's foreign subsidiaries are
   considered to be indefinitely reinvested and, accordingly, no provision for
   United States federal and state income taxes has been provided thereon.  Upon
   distribution of those earnings in the form of dividends or otherwise, the
   Company would be subject to both federal income taxes (subject to an
   adjustment for foreign tax credits) and withholding taxes payable to the
   various foreign countries.

                                       36
<PAGE>
 
                   RESEARCH ENGINEERS, INC. AND SUBSIDIARIES

             Notes to Consolidated Financial Statements, Continued

(11) FOREIGN OPERATIONS

     The Company's operations are based worldwide through foreign subsidiaries
     and branch offices in Germany, India, the United Kingdom, and Asia-Pacific.
     The following are significant components of worldwide operations by
     geographic location:

<TABLE>
<CAPTION>
                                                  FOR THE YEAR ENDED MARCH 31               
                                                  ---------------------------               
                                                     1997             1996                  
                                                  ----------      -----------               
                                                         (IN THOUSANDS)                     
             <S>                                  <C>             <C>                       
                          NET REVENUE                                                       
                                                                                            
             Domestic                                $ 4,992            4,364               
             Europe                                    2,608            1,686               
             Asia-Pacific                              3,423            1,273               
                                                  ----------      -----------               
                                                                                            
                    Total net revenue                $11,023            7,323               
                                                  ----------      -----------               
                        OPERATING INCOME                                                    
                                                                                            
             Domestic                                $   103              698               
             Europe                                       83               99               
             Asia-Pacific                                994              173               
             In-process research and development        (715)             (89)              
                                                  ----------      -----------               
                                                                                            
                    Total operating income           $   465              881               
                                                  ----------      -----------               
                                                                                            
                        IDENTIFIABLE ASSETS                                                 
                                                   MARCH 31,                                
                                                     1997                                   
                                                  ----------                                
             Domestic                                $ 8,995                                
             Europe                                    1,802                                
             Asia-Pacific                                882                                
                                                  ----------                                
                                                                                            
                    Total identifiable assets        $11,679                                
                                                  ==========                                 
</TABLE>

                                       37
<PAGE>
 
ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None

                                   PART III


ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.


DIRECTORS, EXECUTIVE OFFICERS AND KEY EMPLOYEES


  The directors, executive officers and key employees of the Company are as
follows:

<TABLE>
<CAPTION>
 
            Name                Age                    Position
            ----                ---                    --------                           
<S>                             <C>   <C>
Amrik K. Das...................  50   Chairman of the Board, President, Chief Executive Officer and 
                                      Director
Jyoti Chatterjee...............  41   Executive Vice President, Chief Operating Officer and Director
Brian Paul.....................  49   Chief Financial Officer, Treasurer and Secretary
Clara Young....................  42   Vice President Administration
Dan W. Heil....................  64   Director
Bruce E. Cummings..............  48   Director
Santanu Das....................  24   Manager of New Technology and Director
Steve Owen.....................  38   Director of European Operations
John Putnam....................  39   Manager, Marketing and Advertising
</TABLE>

     AMRIT K. DAS is the founder of the Company and has served as its President,
Chief Executive Officer and as a Director since its inception in 1981. Mr. Das
holds a B.S. in Civil/Structural Engineering from Calcutta University, India and
a M.S. in Structural Engineering from the University of South Carolina.

     JYOTI CHATTERJEE has served as the Company's Executive Vice President,
Chief Operating Officer and as a Director since April 1990. Prior to that Mr.
Chatterjee served as Chief Consulting Engineer for the Company from 1985 to
1990. Mr. Chatterjee holds a B.S. in Structural Engineering from the Indian
Institute of Technology and a M.S. in Structural Engineering from the University
of Pennsylvania.

     BRIAN PAUL has served as the Company's Chief Financial Officer, Treasurer
and Secretary since May 1996. Prior to that Mr. Paul served as Vice President,
Finance and Administration and Chief Financial Officer for Cambio Networks, Inc.
(formerly ISICAD), a manufacturer of network management application computer
software, from 1987 to February 1996. Mr. Paul holds a Bachelor of Commerce
degree from Edinburgh University, Scotland and is a C.P.A.

     CLARA YOUNG has served as Vice President Administration of the Company
since December 1987. Prior to that Ms. Young served as program analyst with The
Technical Group, Inc. from December 1982 to December 1987. Ms. Young holds a
B.S. in Computer Science from California State University, Fullerton.

     DAN W. HEIL has served as a Director of the Company since 1990. Mr. Heil
has been the President and Chief Executive Officer of Willdan Associates, an
engineering and planning company since its founding in 1965. Mr. Heil holds a
B.S. in Civil Engineering from Stanford University.

                                       38
<PAGE>
 
     BRUCE E. CUMMINGS has served as a Director of the Company since 1996. Mr.
Cummings is the Principal of Bruce Cummings Associates, management and marketing
consultants. Prior to that, Mr. Cummings was the President and Chief Executive
Officer of Portrait Display Labs, Inc., a manufacturer of special purpose
computer monitors which he co-founded, from 1992 to June 1997. From January 1991
to July 1992, Mr. Cummings was Vice President of Corporate Marketing for
Macromedia. Mr. Cummings is currently a member of the Advisory Board for Europe
Direct, the European Direct Marketing Conference. Mr. Cummings holds a B.S. in
Marketing from California State University at Long Beach.


     SANTANU DAS has served as Manager of New Technology of the Company since
May 1997 and as a Director since September 1996. Prior to that Mr. Das served as
a Senior Engineering Analyst for the Company from 1991 to April 1997. Mr. Das
holds a B.S. in Structural Engineering from the University of Southern
California and an M.S. in Structural Engineering from the Massachusetts
Institute of Technology.  Santanu Das is the son of Amrit Das, the Company's
President and Chief Executive Officer.


     STEPHEN OWEN has served as the Company's Director of European Operations
since 1987. Mr. Owen holds a B.S. in Civil Engineering from the University
College Swansea, United Kingdom.


     JOHN PUTNAM has served as the Company's Marketing Manager since 1991. For
the six year period prior to that, Mr. Putnam held various marketing and
advertising positions with The Technical Group, Inc., including marketing and
advertising manager for CIVILSOFT (a division of The Technical Group, Inc.). Mr.
Putnam holds a B.A. in political science/public administration from California
State Polytechnic University, Pomona, and an M.B.A. from the University of
Redlands.


     All directors hold office until the next annual stockholders' meeting or
until their respective successors are elected or until their earlier death,
resignation or removal. Officers are appointed by, and serve at the discretion
of, the Board of Directors.


COMPLIANCE WITH BENEFICIAL OWNERSHIP REPORTING RULES


     Section 16(a) of the Securities Exchange Act of 1934, as amended ("Exchange
Act"), requires the Company's executive officers and directors, and persons who
beneficially own more than 10% of a registered class of the Company's Common
Stock to file initial reports of ownership and reports of changes in ownership
with the Securities and Exchange Commission ("Commission"). Such officers,
directors and stockholders are required by Commission regulations to furnish the
Company with copies of all such reports that they file.


     Based solely upon a review of copies of such reports furnished to the
Company during its fiscal year ended March 31, 1997 and thereafter, or any
written representations received by the Company from a director, officer or
beneficial owner of more than 10% of the Company's Common Stock ("reporting
persons") that no other reports were required, the Company believes that, during
the Company's 1997 fiscal year, all Section 16(a) filing requirements applicable
to the Company's reporting persons were complied with except that Brian Paul,
the Company's Secretary, Treasurer and Chief Financial Officer, inadvertently
failed to file on a timely basis a Form 4 with respect to the acquisition of
shares of Common Stock in February 1997. On May 24, 1997, Mr. Paul filed a Form
5 with respect to the acquisition of shares of Common Stock on February 21,
1997.

ITEM 10.  EXECUTIVE COMPENSATION.

EXECUTIVE COMPENSATION

     There is shown below information concerning the annual and long-term
compensation for services in all capacities to the Company of the Company's
Chief Executive Officer and the only other executive officer of the Company
whose aggregate cash compensation exceeded $100,000 (collectively, the "Named
Executives") during the fiscal years ended March 31, 1996 and 1997.

                                       39
<PAGE>
 
                          SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
 
                                                                                               Long-Term                       
                                                                                              Compensation                     
                                                      -------------------                     ------------                      
                                                      Annual Compensation                        Awards                       
                                                      -------------------                        ------                         
                                                                                                                                 
                                                                           Other Annual        Securities           All Other    
          Name and                         Salary             Bonus       Compensation(1)  Underlying Options    Compensation(2)
     Principal Position        Year         ($)                ($)              ($)                (#)                 ($)      
     ------------------        ----       --------          ---------     ---------------  -------------------   --------------- 
<S>                            <C>        <C>               <C>          <C>               <C>                   <C>
Amrit K. Das                   1997        249,200              ---           119,710(3)          25,000                9,500
  President and Chief          1996        228,000              ---            41,328(4)            ---                 9,240
  Executive Officer                                                                                           
Jyoti Chatterjee               1997        136,560              ---               ---             48,000                8,194
 Executive Vice President      1996         99,840           20,912(5)            ---               ---                 6,340
 and Chief Operating
 Officer
-----------
</TABLE>
(1) The costs of certain benefits are not included because they did not exceed,
    in the case of each Named Executive, the lesser of $50,000 or 10% of the
    total annual salary and bonus as reported above.

(2) Represents 401(k) contributions made by the Company on behalf of the Named
    Executive.

(3) Includes $41,331 of premiums paid by the Company pursuant to a split-dollar
    life insurance policy established by the Company for the benefit of Mr. Das.

(4) Represents $41,328 of premiums paid by the Company pursuant to a split-
    dollar life insurance policy established by the Company for the benefit of
    Mr. Das.

(5) Represents a performance bonus of 23,116 shares of restricted Common Stock
    of the Company, valued at approximately $20,912 (as determined by the Board
    of Directors of the Company), granted to Mr. Chatterjee in September 1995.


STOCK OPTION GRANTS IN 1997


  The following table sets forth information concerning individual grants of
stock options made pursuant to the Company's 1996 Stock Option Plan and 1997
Stock Option Plan during fiscal 1997 to each of the Named Executives. The
Company has never granted any stock appreciation rights.


                       OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
 
                                              Individual Grants
                         ------------------------------------------------------------
 
                    
                          Number of      Percent of                        
                         Securities        Total                                           
                         Underlying       Options         Exercise                                                          
                           Options       Granted to       or Base                                                         
                           Granted      Employees in       Price         Expiration                                       
      Name                   (#)        Fiscal Year        ($/Sh)           Date                                            
      ----               ----------     ------------      --------     --------------                                           
<S>                      <C>            <C>               <C>         <C>                                                 
Amrit K. Das...........    25,000           7.2%              $2.75    4/16/06-2/6/07                                     
Jyoti Chatterjee.......    48,000          13.9%              $2.75    4/16/06-2/6/07                                     
</TABLE>

                                       40
<PAGE>
 
OPTION EXERCISES AND FISCAL YEAR-END VALUES


  Shown below is information with respect to the number of shares of the
Company's Common Stock acquired upon exercise of options, the value realized
therefor, the number of unexercised options at March 31, 1997 and the value of
unexercised in-the-money options at March 31, 1997 for the Named Executives in
the Summary Compensation Table above. The Named Executives did not hold any
stock appreciation rights during fiscal 1997.


                AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                       AND FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
                                                             Number of Securities                                      
                                                                  Underlying                  Value of Unexercised     
                                                                  Unexercised                     in-the-Money         
                                                               Options at Fiscal                Options at Fiscal      
                        Shares                                    Year-End(#)                     Year-End ($)         
                      Acquired on         Value                   Exercisable/                    Exercisable/         
       Name           Exercise(#)      Realized($)               Unexercisable                  Unexercisable(1)       
       ----           -----------      -----------           --------------------             --------------------     
<S>                   <C>              <C>                                                       <C> 
Amrit K. Das.......       ---              ---                   1,666 / 23,334                     417 / 5,834

Jyoti Chatterjee...       ---              ---                  11,666 / 36,334                   2,917 / 9,084 
 
</TABLE>

DIRECTORS' COMPENSATION

     The Company's directors do not currently receive any cash compensation for
service on the Board of Directors or any committee thereof, but directors may be
reimbursed for certain expenses in connection with attendance at Board of
Directors and committee meetings. All directors receive annual nonqualified
stock options to purchase 5,000 shares of Common Stock with an exercise price
equal to 100% of the then-current fair market value of Common Stock on the date
of grant. These options are granted on each anniversary date of such person's
becoming a director of the Company.

EMPLOYMENT AGREEMENTS

     As of May 1, 1996, the Company entered into five-year employment agreements
with each of Amrit Das, Jyoti Chatterjee and Clara Young. Those agreements,
which became effective upon the closing of the Company's initial public offering
of its Common Stock, provide that Mr. Das, Mr. Chatterjee and Ms. Young will
receive minimum base annual salaries of $260,000, $156,000 and $104,000,
respectively. Each employment agreement also provides for the grant of an annual
bonus with such bonuses, if any, to be determined by the Compensation Committee
of the Board of Directors.


REPORT ON REPRICING OF OPTIONS


     The Board of Directors has issued the following explanation in connection
with two adjustments to the exercise price of non-qualified stock options
("Options") previously awarded to employees, officers and directors in fiscal
1997, which Options included options to purchase up to 5,000 shares of the
Company's Common Stock which were automatically granted to each of the Named
Executives, as described below:


     "On April 16, 1997, the Company's 1996 Stock Option Plan Committee granted
the Options under the 1996 Stock Option Plan.  The Options were exercisable at a
price of $6.00 per share, as such value was determined to be the approximate
fair market value per share as of the date of grant based upon, among other
things, a contemplated IPO price of $7.50 per share.  Because of adverse market
conditions, the Company effected its IPO at a price per share equal to $5.00
rather than $7.50, resulting in the exercise price of the Options being greater
than

                                       41
<PAGE>
 
the market price of the underlying Common Stock.  Consequently, effective July
26, 1996, the Board of Directors reduced the exercise price of the Options from
$6.00 to $5.00 to coincide with the $5.00 IPO price per share.


     In light of a decrease in the market price of the Company's Common Stock to
an amount below the exercise price of the Options, the Board of Directors on
December 13, 1996 resolved that the persons to whom the Options had been granted
had provided exceptional services to the Company and were nonetheless deserving
of compensation above and beyond their salaries and cash bonuses.  Consequently,
the Board of Directors reduced the per share exercise price of the options to
$2.75, which represented the closing price per share as reported on Nasdaq of
the Company's common stock on December 13, 1996."


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.


     The following table sets forth as of July 15, 1997, certain information
with respect to (i) each director of the Company, (ii) the Named Executives and
(iii) all directors and executive officers of the Company as a group, and (iv)
each person known to the Company to be the beneficial owner of more than 5% of
the Company's Common Stock. The information with respect to each person
specified is as supplied or confirmed by such person or based upon statements
filed with the Commission.

                                       42
<PAGE>
 
<TABLE>
<CAPTION>
 
 
NAME AND ADDRESS                 AMOUNT AND NATURE OF BENEFICIAL   PERCENT OF CLASS
OF BENEFICIAL OWNER               OWNERSHIP OF COMMON STOCK (1)     OF COMMON STOCK
-------------------              -------------------------------   -----------------
<S>                              <C>                               <C>
Amrit K. Das(2)(3)(4)                       1,798,425                    31.5%
 
Jyoti Chatterjee(2)(3)(5)                     144,311                     2.5%
 
Dan W. Heil(3)(6)                              95,954                     1.7%
 
Bruce E. Cummings(3)(7)                         1,666                      *
 
Santanu Das(3)(8)                           1,027,116                    17.9%
 
Sormistha Das                                 671,463                    11.8%
1043 Taylor Court
Anaheim Hills, CA 92808
 
All Directors and Executive                 3,101,658                    54.0%
Officers of the Company as
a Group (7 persons)(9)
</TABLE>
_______________
 *  Less than 1%.

(1) Beneficial ownership is determined in accordance with the rules of the
    Securities and Exchange Commission and generally includes voting or
    investment power with respect to securities. Except as indicated by
    footnote, and subject to community property laws where applicable, the
    persons named in the table above have sole voting and investment power with
    respect to all shares of Common Stock shown as beneficially owned by them.
    Shares of Common Stock subject to options currently exercisable, or
    exercisable within 60 days after July 15, 1997, are deemed to be outstanding
    in calculating the percentage ownership of a person or group but are not
    deemed to be outstanding as to any other person or group.

(2) Executive officer of the Company. The address of each executive officer is
    c/o Research Engineers, Inc., 22700 Savi Ranch Parkway, Yorba Linda, CA.

(3) Director of the Company. The address of each director is c/o Research
    Engineers, 22700 Savi Ranch Parkway, Yorba Linda, CA.

(4) Includes 1,796,759 shares of Common Stock held by the A. and P. Das Living
    Trust and 1,666 shares of Common Stock underlying options which are
    exercisable as of July 15, 1997 or within 60 days after such date. Does not
    include 671,463 shares of Common Stock held by Mr. Das' daughter, Sormistha
    Das, or 1,027,116 shares of Common Stock beneficially held by Mr. Das' son,
    Santanu Das. Mr. Das disclaims beneficial ownership of the shares of Common
    Stock held by Sormistha Das and Santanu Das.

(5) Includes 11,666 shares of Common Stock underlying options which are
    exercisable as of July 15, 1997 or within 60 days after such date.

(6) Includes 1,666 shares of Common Stock underlying options which are
    exercisable as of July 15, 1997 or within 60 days after such date.

(7) Represents 1,666 shares of Common Stock underlying options which are
    exercisable as of July 15, 1997 or within 60 days after such date.

(8) Includes 11,666 shares of Common Stock underlying options which are
    exercisable as of July 15, 1997 or within 60 days after such date. Mr. Das
    is the son of Amrit Das, the Company's President and Chief Executive
    Officer.

(9) Includes 10,500 shares of Common Stock underlying options which are
    exercisable as of July 15, 1997 or within 60 days after such date.

                                       43
<PAGE>
 
ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

  In March 1994, Amrit Das, the Company's Chief Executive Officer and President,
made a loan to the Company in the amount of $271,000 bearing interest at 9% per
annum and payable on March 1, 1999. The loan was repaid by the Company in July
1996.

  In March 1994, Santanu K. Das, the son of Amrit Das and a stockholder of the
Company, made a loan to the Company in the amount of $92,000 bearing interest at
9% per annum and payable on March 1, 1999. The loan was repaid by the Company in
March 1997.

  In March 1994, Sormistha Das, the daughter of Amrit Das and a stockholder of
the Company, made a loan to the Company in the amount of $55,000 bearing
interest at 9% per annum and payable on March 1, 1999. The loan was repaid by
the Company in March 1997.

  In May 1994, the Company established a secured credit facility with Wells
Fargo Bank, N.A. and executed a Promissory Note, in favor of Wells Fargo Bank,
N.A. in the aggregate principal amount of $140,000 and bearing interest at a
variable rate equal to Wells Fargo's money market funds rate plus 3.5% per
annum, which is collateralized by a blanket security interest with respect to
the general assets of the Company and personally guaranteed by Amrit Das and
Purabi Das. The aggregate outstanding principal and accrued interest on this
loan was repaid in December 1996.

  On May 1, 1996, Amrit Das transferred, assigned and surrendered to the Company
2,626 ordinary equity shares of Research Engineers Private Limited, a
corporation organized and existing under the laws of India ("RE India"), which
represents 99.88% of the issued and outstanding shares of RE India. Pending the
receipt of permission for such transfer from the Central Government of India,
Mr. Das has assigned all of the rights, privileges and benefits in and to such
shares to the Company.

  In July 1996, an advance of $309,000, including principal and accrued
interest, was repaid to Amrit Das, the Company's President and Chief Executive
Officer. The advance was made to the Company in connection with the acquisition
of the Technical Group, Inc. in 1990, in the amount of $200,000.

  In August 1996, the Company repaid two notes aggregating approximately
$1,705,000. These notes were made in connection with the acquisition of the
Company's facility in Yorba Linda, California in February 1994 and were
personally guaranteed by Amrit Das, the Company's President and Chief Executive
Officer, and Purabi Das, Mr. Das' wife.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

          (a)       Exhibits

              10.1  Research Engineers, Inc. 1996 Stock Option Plan*

              10.2  Form of Nonqualified Stock Option Agreement pertaining to
                    the Plan (schedule of options issued pursuant to the Plan
                    attached thereto)*

              10.3  Corporation Grant Deed dated February 15, 1994 executed by
                    ITL-PAC, Inc. a Delaware corporation in favor of the
                    Registrant, as filed in the Official Records of Orange
                    County, California on March 1, 1994*

              10.4  Deed of Trust With Assignment of Rents dated February 23,
                    1994, by and between the Registrant, as Trustor, Bank of
                    Yorba Linda, as Trustee, and Bank of Yorba Linda, as
                    Beneficiary, as filed in the Official Records of Orange
                    County, California on March 1, 1994*

              10.5  U.S. Small Business Administration Note dated February 23,
                    1994 in the principal amount of $1,000,000 (SBA Loan No.
                    CLPGP206903001SNA) made payable to Bank of Yorba Linda, and
                    related documents*

                                       44
<PAGE>
 
    10.6   Deed of Trust With Assignment of Rents dated February 22, 1994, by
           and between the Registrant, as Trustor, North County Trust Deed,
           Inc., as Trustee, and Rancho Vista National Bank, as Beneficiary, as
           filed in the Official Records of Orange County, California on March
           1, 1994*

    10.7   Promissory Note dated February 22, 1994 in the principal amount of
           $750,000 (Loan No. 0510223-01) made payable to Rancho Vista National
           Bank, and related documents*


    10.8   Promissory Note in the principal amount of $140,000 dated February
           15, 1995 (Loan No. LA01343832) made to the order of Wells Fargo Bank,
           National Association*

    10.9   Promissory Note in the principal amount of $150,000 dated February
           15, 1995 (Loan No. LA01343831) made to the order of Wells Fargo Bank,
           National Association*

    10.11  Business Loan Agreement dated May 14, 1993 (Loan No. LA00594522)
           between the Company and Wells Fargo Bank, National Association*

    10.12  Commercial Security Agreement dated May 14, 1993 (Loan No.
           LA00594522) between the Company and Wells Fargo Bank, National
           Association*

    10.13  Promissory Note dated March 1, 1994 in the principal amount of
           $271,000 made to the order of Amrit K. Das*

    10.14  Promissory Note dated March 1, 1994 in the principal amount of
           $92,000 made to the order of Santanu Das*

    10.15  Promissory Note dated March 1, 1994 in the principal amount of
           $55,000 made to the order of Sormithsa Das*

    10.16  Agreement and Plan of Merger dated as of April 26, 1996, by and
           between Research Engineers, Inc., a New Jersey corporation, and the
           Registrant*

    10.17  Agreement and Plan of Reorganization dated as of March 8, 1996, by
           and among the Registrant ADLPipe, Inc., a Massachusetts corporation,
           Chiin-Kun Hou and Peter E. Lewis*

    10.18  Restated and Amended Agreement of Merger dated as of September 10,
           1995 by and between the Registrant and Das Consulting, Inc.*

    10.19  Software License and Distribution Agreement dated as of March 8,
           1996 by and between Softdesk, Inc., a Delaware corporation, and the
           Registrant*

    10.20  Software Development Agreement dated as of June 22, 1995 between
           RotorDynamics-Seaal Research, a California corporation, and the
           Registrant*

    10.21  Software Development Agreement dated September 13, 1995, by and
           between the Registrant and Geometric Software Services Co. Ltd.*

    10.22  Technology Transfer Agreement dated September 13, 1995, by and
           between the Registrant and Geometric Software Services Co. Ltd.*

    10.23  Employment Agreement dated May 1, 1996, by and between the Registrant
           and Amrit K. Das*

                                       45
<PAGE>
 
           10.24  Employment Agreement dated May 1, 1996, by and between the
                  Registrant and Jyoti Chatterjee*

           10.25  Employment Agreement dated May 1, 1996, by and between the
                  Registrant and Clara Y. M. Young*

           10.26  QSE (Bristol) Limited Share Sale and Purchase Agreement**

           10.27  Research Engineers, Inc. 1997 Stock Option Plan***

           10.28  Business Loan agreement dated October 15, 1996 between the
                  Company and Union Bank of California N.A.***

           10.29  Security agreement dated October 3, 1996 between the Company
                  and Union Bank of California N.A.***

           10.30  Promissory Note dated October 15, 1996 made to the order of
                  Union Bank of California N.A.***

           10.31  Promissory Note dated March 20, 1997 in the principal amount
                  of $1,800,000 made payable to Union Bank of California N.A.***

           10.32  Promissory Note dated October 15, 1996 in the principal amount
                  of $500,000 made payable to Union Bank of California N.A.***

           10.33  Amendment No. 1, dated December 20, 1996, to Agreement and
                  Plan of Reorganization, by and among the Registrant ADLPipe,
                  Inc., a Massachusetts corporation, Chiin-Kun Hou and Peter E.
                  Lewis

           23     Consent of Independent Auditors

           27.1   Financial Data Schedule***

     (b) Reports on Form 8-K

           Registrant filed a Form 8-K on February 14, 1997, regarding the
           acquisition of QSE (Bristol) Limited

           On March 7, 1997, Registrant filed a Form 8-K/A No. 1 amending its
           Form 8-K dated February 14, 1997, relating to the Company's
           acquisition of QSE (Bristol) Limited

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

*    Filed as an exhibit to Registrant's Registration Statement on Form SB-2
     dated May 21, 1996 or amendment thereto dated June 14, 1996 (Registration
     No. 333-4844-LA).

**   Filed as an exhibit to Registrant's Form 8-K dated February 14, 1997.

***  Filed as an exhibit to Registrant's Form 10-KSB for the fiscal year ended
     March 31, 1997 and filed with Securities and Exchange Commission on June
     30, 1997.

                                       46
<PAGE>
 
                                  SIGNATURES


     In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                   RESEARCH ENGINEERS, INC
 
Dated: August 19, 1997             By: /S/ Amrit K. Das
                                   --------------------
                                   Amrit K. Das, Chief Executive Officer

     In accordance with the Exchange Act, this report has been signed by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
            Name                             Title                     Date
-------------------------       -----------------------------     ---------------
<S>                             <C>                               <C>
/S/ AMRIT K. DAS                Chairman of the Board,            August 19, 1997
----------------                President, Chief Executive
Amrit K. Das                    Officer and Director
                                (principal executive officer)
 
 
/S/ JYOTI CHATTERJEE            Executive Vice President,         August 19, 1997
--------------------            Chief Operating Officer and
Jyoti Chatterjee                Director

 
/S/ BRIAN PAUL                  Secretary and Chief Financial     August 19, 1997
--------------                  Officer (principal financial
Brian Paul                      and accounting officer)

 
/S/ SANTANU DAS                 Director                          August 19, 1997
---------------               
Santanu Das

 
/S/ DAN W. HEIL                 Director                          August 19, 1997
---------------              
Dan W. Heil

 
/S/ Bruce Cummings              Director                          August 19, 1997
------------------              
Bruce Cummings
</TABLE>

                                       47
<PAGE>
 
                                 EXHIBIT INDEX
                                 -------------

<TABLE> 
<CAPTION> 
                                                                                
EXHIBIT                                                                         
   NO.                         DESCRIPTION                                      
-------                        -----------                                      
<S>       <C>                                                                   
10.1      Research Engineers, Inc. 1996 Stock Option Plan*

10.2      Form of Nonqualified Stock Option Agreement pertaining to the Plan
          (schedule of options issued pursuant to the Plan attached thereto)*

10.3      Corporation Grant Deed dated February 15, 1994 executed by ITL-PAC,
          Inc. a Delaware corporation in favor of the Registrant, as filed in the
          Official Records of Orange County, California on March 1, 1994*

10.4      Deed of Trust With Assignment of Rents dated February 23, 1994, by and
          between the Registrant, as Trustor, Bank of Yorba Linda, as Trustee, and
          Bank of Yorba Linda, as Beneficiary, as filed in the Official Records of
          Orange County, California on March 1, 1994*

10.5      U.S. Small Business Administration Note dated February 23, 1994 in the
          principal amount of $1,000,000 (SBA Loan No. CLPGP206903001SNA)
          made payable to Bank of Yorba Linda, and related documents*

10.6      Deed of Trust With Assignment of Rents dated February 22, 1994, by and
          between the Registrant, as Trustor, North County Trust Deed, Inc., as
          Trustee, and Rancho Vista National Bank, as Beneficiary, as filed in
          the Official Records of Orange County, California on March 1, 1994*

10.7      Promissory Note dated February 22, 1994 in the principal amount of
          $750,000 (Loan No. 0510223-01) made payable to Rancho Vista
          National Bank, and related documents*

10.8      Promissory Note in the principal amount of $140,000 dated
          February 15, 1995 (Loan No. LA01343832) made to the order of
          Wells Fargo Bank, National Association*

10.9      Promissory Note in the principal amount of $150,000 dated
          February 15, 1995 (Loan No. LA01343831) made to the order of
          Wells Fargo Bank, National Association*

10.11     Business Loan Agreement dated May 14, 1993 (Loan No.
          LA00594522) between the Company and Wells Fargo Bank,
          National Association*

10.12     Commercial Security Agreement dated May 14, 1993 (Loan
          No. LA00594522) between the Company and Wells Fargo Bank,
          National Association*

10.13     Promissory Note dated March 1, 1994 in the principal amount of
          $271,000 made to the order of Amrit K. Das*

10.14     Promissory Noted dated March 1, 1994 in the principal amount of
</TABLE> 

                                       48
<PAGE>

         $92,000 made to the order of Santanu Das* 

10.15    Promissory Noted dated March 1, 1994 in the principal amount of
         $55,000 made to the order of Sormithsa Das*

10.16    Agreement and Plan of Merger dated as of April 26, 1996, by and between
         Research Engineers, Inc. a New Jersey corporation, and the Registrant*

10.17    Agreement and Plan of Reorganization dated as of March 8, 1996, by
         and among the Registrant ADLPipe, Inc., a Massachusetts corporation,
         Chiin-Kun Hou and Peter E. Lewis*

10.18    Restated and Amended Agreement of Merger dated as of September 10, 1995
         by and between the Registrant and Das Consulting, Inc.*

10.19    Software License and Distribution Agreement dated as of March 8,
         1996 by and between Softdesk, Inc., a Delaware corporation, and the
         Registrant*

10.20    Software Development Agreement dated as of June 22, 1995 between
         RotorDynamics-Seaal Research, a California corporation, and the
         Registrant*

10.21    Software Development Agreement dated September 13, 1995, by and
         between the Registrant and Geometric Software Services Co. Ltd.*

10.22    Technology Transfer Agreement dated September 13, 1995, by and
         between the Registrant and Geometric Software Services Co. Ltd.*

10.23    Employment Agreement dated May 1, 1996, by and between the Registrant
         and Amrit K. Das*

10.24    Employment Agreement dated May 1, 1996, by and between the Registrant
         and Jyoti Chatterjee*

10.25    Employment Agreement dated May 1, 1996, by and between the Registrant
         and Clara Y. M. Young*

10.26    QSE (Bristol) Limited Share Sale and Purchase Agreement**

10.27    Research Engineers, Inc. 1997 Stock Option Plan***

10.28    Business Loan agreement dated October 15, 1996 between the Company and
         Union Bank of California N.A.***

10.29    Security agreement dated October 3, 1996 between the Company and Union
         Bank of California N.A.***

10.30    Promissory Note dated October 15, 1996 made to the order of Union Bank
         of California N.A.***

10.31    Promissory Note dated March 20, 1997 in the principal amount of
         $1,800,000 made payable to Union Bank of California N.A.***

                                       49
<PAGE>
 
10.32     Promissory Note dated October 15, 1996 in the principal amount
          of $500,000 made payable to Union Bank of California N.A.***

10.33     Amendment No. 1, dated December 20, 1996, to Agreement and Plan of
          Reorganization, by and among the Registrant ADLPipe, Inc., a
          Massachusetts corporation, Chiin-Kun Hou and Peter E. Lewis

23        Consent of Independent Auditors

27.1      Financial Data Schedule***

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

*    Filed as an exhibit to Registrant's Registration Statement on Form SB-2
     dated May 21, 1996 or amendment thereto dated June 14, 1996 (Registration
     No. 333-4844-LA).
**   Filed as an exhibit to Registrant's Form 8-K dated February 14, 1997.
***  Filed as an exhibit to Registrant's Form 10-KSB for the fiscal year ended
     March 31, 1997 and filed with Securities and Exchange Commission on June
     30, 1997.

                                       50