<PAGE>

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM 10-Q


(Mark one)

 X   Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
---  Act of 1934

                      FOR THREE MONTHS ENDED JUNE 30, 1999

                                       OR

     Transition report pursuant to Section 13 or 15(d) of the Securities
---  Exchange Act of 1934


                        COMMISSION FILE NUMBER:  0-27696

                               GENSYM CORPORATION
             (Exact name of registrant as specified in its charter)

             DELAWARE                                    04-2932756
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                       Identification No.)


                            125 CAMBRIDGEPARK DRIVE
                              Cambridge, MA 02140
                    (Address of principal executive offices)

                        TELEPHONE NUMBER (617) 547-2500
              (Registrant's telephone number, including area code)



     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days:

     Yes  X            No
         ---              ---

     As of August 1, 1999 there were 6,142,687 shares of the Registrant's Common
Stock outstanding.
<PAGE>

                               GENSYM CORPORATION
                                Form 10-Q INDEX

                         PART I. FINANCIAL INFORMATION

<TABLE>
<CAPTION>
                                                                        Page No.
                                                                        --------
<S>                                                                     <C>
Item 1.   Condensed Consolidated Financial Statements:

          Condensed Consolidated Balance Sheets
           June 30, 1999 and December 31, 1998                              3

          Condensed Consolidated Statements of Operations for the
           three and six months ended June 30, 1999 and 1998                4

          Condensed Consolidated Statements of Cash Flows for the
           six months ended June 30, 1999 and 1998                          5

          Notes to Condensed Consolidated Financial Statements            6-8

Item 2.   Management's Discussion and Analysis of
           Financial Condition and Results of Operations                 9-19

Item 3.   Quantitative and Qualitative Disclosures About Market Risk       19


                          PART II. OTHER INFORMATION

Item 1.   Legal Proceedings                                                20

Item 2.   Changes in Securities                                            20

Item 3.   Defaults Upon Senior Securities                                  20

Item 4.   Submission of Matters to a Vote of Security Holders              20

Item 5.   Other Information                                                20

Item 6.   Exhibits and Reports on Form 8-K                                 21

          Signatures                                                       22

</TABLE>

                                       2
<PAGE>

Part I. Financial Information
Item 1. Condensed Consolidated Financial Statements

                      GENSYM CORPORATION AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
(in thousands)                                JUNE 30,           DECEMBER 31,
                                                1999                 1998
                                            -----------         --------------
<S>                                          <C>                 <C>
ASSETS

Current Assets:
     Cash and cash equivalents                $13,126              $13,696
     Short-term investments                         0                  838
     Accounts receivable, net                   7,915                7,578
     Prepaid expenses                           1,955                1,775
     Deferred income taxes                      1,548                1,548
                                              -------              -------
        Total current assets                   24,544               25,435
                                              -------              -------

Property and Equipment, net                     1,569                1,982

Long-term deferred income taxes                   612                  612
Deposits and other assets                         232                  239
                                              -------              -------
                                              $26,957              $28,268
                                              =======              =======

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
     Accounts payable                         $   629              $   517
     Accrued expenses                           3,834                3,862
     Deferred revenue                           6,425                6,406
                                              -------              -------
        Total current liabilities              10,888               10,785
                                              -------              -------
Stockholders' Equity:
     Common stock                                  66                   65
     Capital in excess of par value            20,647               20,427
     Treasury stock                            (1,869)              (1,279)
     Retained earnings (deficit)               (1,796)              (1,101)
     Cumulative translation adjustment           (979)                (629)
                                              -------              -------
        Total stockholders' equity             16,069               17,483
                                              -------              -------
                                              $26,957              $28,268
                                              =======              =======
</TABLE>

  The accompanying notes are an integral part of these condensed consolidated
                             financial statements.

                                       3
<PAGE>

                              GENSYM CORPORATION
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
(in thousands except per share amounts)
                                                   THREE MONTHS ENDED       SIX MONTHS ENDED
                                                       JUNE 30,                 JUNE 30,
                                                   1999       1998          1999         1998
                                                  ------     ------        ------       ------
<S>                                               <C>        <C>          <C>          <C>
REVENUES:
     Product                                       $5,337     $4,520        $ 9,397     $ 9,144
     Service                                        4,404      4,504          8,700       8,964
                                                   ------     ------        -------     -------
        Total revenues                              9,741      9,024         18,097      18,108

COST OF REVENUES                                    2,180      2,127          4,325       4,375
                                                   ------     ------        -------     -------
        Gross profit                                7,561      6,897         13,772      13,733
                                                   ------     ------        -------     -------
OPERATING EXPENSES:
     Sales and marketing                            4,529      4,686          9,007       8,949
     Research and development                       1,768      1,532          3,325       2,991
     General and administrative                     1,121      1,002          2,281       2,076
                                                   ------     ------        -------     -------
                                                    7,418      7,220         14,613      14,016
                                                   ------     ------        -------     -------
        Operating income (loss)                       143       (323)          (841)       (283)

OTHER INCOME, NET                                     117        171            228         334
                                                   ------     ------        -------     -------
        Income (loss) before provision
          for income taxes                            260       (152)          (613)         51

PROVISION FOR INCOME TAXES                             37          -             82          50
                                                   ------     ------        -------     -------
        Net income (loss)                          $  223     $ (152)       $  (695)    $     1
                                                   ======     ======        =======     =======
        Basic and diluted earnings
          (loss) per share                         $ 0.04     $(0.02)       $ (0.11)    $  0.00
                                                   ======     ======        =======     =======
        Weighted average common shares
          outstanding - Basic                       6,099      6,446          6,125       6,431
                                                   ======     ======        =======     =======
        Weighted average common shares
          outstanding - Diluted                     6,103      6,446          6,125       6,526
                                                   ======     ======        =======     =======
</TABLE>

  The accompanying notes are an integral part of these condensed consolidated
                             financial statements.

                                       4
<PAGE>

                      GENSYM CORPORATION AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
(in thousands)                                                                      SIX MONTHS ENDED
                                                                                        JUNE 30,
                                                                                  1999           1998
                                                                                 ------         ------
<S>                                                                            <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net (loss) income                                                          $  (695)        $     1
     Adjustments to reconcile net (loss) income to net
       cash (used in) provided by operating activities:
         Depreciation                                                               573             592
         Restructuring liability                                                    --            (144)
         Changes in assets and liabilities:
           Accounts receivable                                                     (420)            966
           Prepaid expenses                                                        (300)           (124)
           Accounts payable                                                         129             108
           Accrued expenses                                                         119            (597)
           Deferred revenue                                                          21             530
                                                                                -------         -------
               Net cash (used in) provided by operating activities                 (573)          1,332
                                                                                -------         -------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Sales of short-term investments                                                838             112
     Sales of long-term investments                                                 --           1,041
     Purchases of property and equipment                                           (161)           (563)
     Decrease in other assets                                                         7              68
                                                                                -------         -------
               Net cash provided by investing activities                            684             658
                                                                                -------         -------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Purchase of treasury stock                                                    (591)              -
     Proceeds from exercise of stock options under stock plans                      221             248
                                                                                -------         -------
               Net cash (used in) provided by financing activities                 (370)            248
                                                                                -------         -------
EFFECT OF EXCHANGE RATE CHANGES ON CASH                                            (311)            (86)
                                                                                -------         -------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                               (570)          2,152

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                   13,696          10,958
                                                                                -------         -------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                        $13,126         $13,110
                                                                                =======         =======
</TABLE>

  The accompanying notes are an integral part of these condensed consolidated
                             financial statements.

                                       5
<PAGE>

                      GENSYM CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

1.  Operations

     Gensym Corporation (the "Company") is a leading supplier of software
products and services for intelligent operations management in a broad range of
industries, including manufacturing, telecommunications, government, aerospace,
transportation, and financial services.

2.  Basis of Presentation

     The unaudited condensed consolidated financial statements included herein
have been prepared by the Company pursuant to the rules and regulations of the
Securities and Exchange Commission (the "SEC").  Certain information and
footnote disclosures, normally included in financial statements prepared in
accordance with generally accepted accounting principles, have been condensed or
omitted pursuant to such SEC rules and regulations; nevertheless, the management
of the Company believes that the disclosures herein are adequate to make the
information presented not misleading.  In the opinion of management, the
condensed consolidated financial statements reflect all adjustments (of a normal
and recurring nature) which are necessary to present fairly the consolidated
financial position of the Company as of June 30,1999 and the results of its
operations for the three and six month periods ended June 30,1998 and 1999 and
its cash flows for the six months then ended.  These condensed consolidated
financial statements and notes thereto should be read in conjunction with the
consolidated financial statements and notes thereto included in the Company's
Annual Report on Form 10-K filed with the SEC on March 26, 1999.  The results of
operations for the interim period are not necessarily indicative of the results
of operations for the full year.


3.  Cash Equivalents and Investments

   The Company applies Statement of Financial Accounting Standards ("SFAS") No.
115, Accounting for Certain Investments in Debt and Equity Securities.
Accordingly, the Company's investments are classified as available-for-sale and
are recorded at fair value, which approximates amortized cost at December 31,
1998.  Cash equivalents are short-term, highly liquid investments with original
maturity dates of less than three months.  Short-term investments held as of
December 31, 1998 consist of commercial paper and municipal bonds with original
maturity dates greater than three months that mature within one year.


4.  Recently Issued Accounting Pronouncements

  In June 1998, the Financial Accounting Standards Board released Statement of
Financial Accounting Standards No. 133, Accounting for Derivative Instruments
and Hedging Activities ("SFAS No. 133").  SFAS No. 133 establishes the
accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts, (collectively referred to as
derivatives) and for hedging activities.  It requires that an entity recognize
all derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. SFAS No. 133 is effective
for fiscal quarters beginning after June 15, 2000.  The Company does not expect
the adoption of SFAS No. 133 to have a material impact to its financial
position.


5.   Comprehensive Income

  The Company adopted Statement of Financial Accounting Standards No. 130,
Reporting Comprehensive Income ("SFAS No. 130"), effective January 1, 1998.
SFAS No. 130 requires that items defined as other comprehensive income, such as
foreign currency translation adjustments, be separately classified in the
financial statements and that the accumulated balance of other comprehensive
income be reported separately from retained earnings and additional paid-in
capital in

                                       6
<PAGE>

the equity section of the balance sheet. The components of comprehensive income
for the three and six months ended June 30, 1999 and 1998 are as follows (in
thousands):

<TABLE>
<CAPTION>

                                        THREE MONTHS ENDED      SIX MONTHS ENDED
                                             JUNE 30,               JUNE 30,
                                         1999        1998        1999      1998
                                        ------      ------      ------    ------
<S>                                    <C>         <C>         <C>       <C>
Comprehensive income (loss):
  Net income (loss)                     $ 223       $(152)     $  (695)   $   1
  Other comprehensive loss
    Foreign currency adjustment          (171)        (44)        (350)    (109)
                                        -----       -----      -------    -----
      Comprehensive income (loss)       $  52       $(196)     $(1,045)   $(108)
                                        =====       =====      =======    =====
</TABLE>


6.    Earnings Per Share

     In accordance with SFAS No. 128, Earnings per Share, basic net earnings or
loss per share was computed by dividing net earnings or loss by the weighted
average number of common shares outstanding during the three and six months
period ended June 30, 1999 and 1998.  Diluted income per share was computed
using the weighted average number of common and potential common shares
outstanding in accordance with the treasury stock method. For the three months
ended June 30, 1999, 4,050 potential common shares from stock options were
included in the computation of diluted net earnings per share.  For the six
months ended June 30, 1999,  797,153 stock options were not included in diluted
weighted average shares outstanding, as the effect would have been antidilutive.


7.    Stockholders' Equity

     In the third quarter of 1998, the Company began a program to repurchase up
to 650,000 shares of its Common Stock on the open market. Through March 31,
1999, an aggregate of 501,300 shares were repurchased at a cost of $1,869,000.
No shares were repurchased under this program during the three months ended June
30, 1999.


8.  Segment Reporting

     On December 31, 1998, Gensym adopted SFAS No. 131, Disclosure about
Segments of an Enterprise and Related Information.  This pronouncement
established standards for public companies relating to the reporting of
financial and descriptive information about their operating segments in
financial statements.  Operating segments are defined as components of an
enterprise about which separate financial information is available that is
evaluated regularly by management in deciding how to allocate resources and in
assessing performance of the business.

     The Company is organized into four business units: Manufacturing,
Communications, Advanced Systems, and EMA (Europe/Middle East/Africa).  These
business units generally have their own specialized sales, business development,
consulting, and product development resources to provide the level of
application and industry specific knowledge needed to achieve sustained growth
and profitability in their respective markets.

                                       7
<PAGE>

     The Company markets and sells its products through its direct sales force
in the United States, Europe, Africa, and Asia, as well as through selected
distributors in other countries, including Japan.  The Company also sells its
products through value-added resellers and systems integrators, who provide
consulting services and integrated solutions to their customers.  The Company
further licenses technology to original equipment manufacturers, or OEMs, who
embed the technology within their product offerings.

     The Company evaluates performance of its segments based on revenues and
segment profitability.  Segment profitability is defined by the Company as net
contribution, which is computed based on gross profit less identifiable
operating costs--principally sales, marketing, and direct research and
development costs. Identifiable assets consists primarily of accounts
receivable, net fixed assets, leasehold improvements, prepaid expenses, and
deposits.  Information as to the operations of the different segments is set
forth below:

<TABLE>
<CAPTION>
(in thousands)
                                                                                 Europe
                                Manu-          Communi-       Advanced           Middle-East
                              facturing        cations         Systems          & Africa           Total
                             -------------   -------------   ------------     -------------     ------------
<S>                          <C>            <C>             <C>               <C>              <C>
Three months ended
June 30, 1999
     Revenues                  $ 2,385         $ 3,496           $ 1,333           $ 2,527         $  9,741
                               =======         =======           =======           =======         ========
     Net contribution          $   660         $ 1,363           $   391           $   690         $  3,104
                               =======         =======           =======           =======         ========
     Identifiable assets       $ 3,151         $ 4,618           $ 1,761           $ 2,141         $ 11,671
                               =======         =======           =======           =======         ========
Three months ended
June 30, 1998
     Revenues                  $ 3,214         $ 1,738           $ 1,441           $ 2,631         $  9,024
                               =======         =======           =======           =======         ========
     Net contribution          $   918         $   374           $   444           $   642         $  2,378
                               =======         =======           =======           =======         ========
     Identifiable assets       $ 4,771         $ 2,580           $ 2,139           $ 1,987         $ 11,477
                               =======         =======           =======           =======         ========

<CAPTION>
                                                                                 Europe
                                Manu-          Communi-       Advanced           Middle-East
                              facturing        cations         Systems          & Africa           Total
                             -------------   -------------   ------------     -------------     ------------
<S>                          <C>            <C>             <C>               <C>              <C>
Six months ended
June 30, 1999
     Revenues                  $ 4,726         $ 5,385           $ 2,574           $ 5,412         $ 18,097
                               =======         =======           =======           =======         ========
     Net contribution          $ 1,073         $ 1,460           $   824           $ 1,689         $  5,046
                               =======         =======           =======           =======         ========
     Identifiable assets       $ 3,550         $ 4,046           $ 1,934           $ 2,141         $ 11,671
                               =======         =======           =======           =======         ========


Six months ended
June 30, 1998
     Revenues                  $ 6,291         $ 3,824           $ 2,762           $ 5,231         $ 18,108
                               =======         =======           =======           =======         ========
     Net contribution          $ 1,542         $   805           $   828           $ 1,345         $  4,520
                               =======         =======           =======           =======         ========
     Identifiable assets       $ 4,636         $ 2,818           $ 2,036           $ 1,987         $ 11,477
                               =======         =======           =======           =======         ========
</TABLE>

                                       8
<PAGE>

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

OVERVIEW

     The Company was incorporated in 1986 to provide software products for
intelligent operations management.  The Company's core product, G2, and G2-based
products are sold to customers for a broad array of intelligent operations
management applications in a wide range of industries, including manufacturing,
telecommunications, government, aerospace, transportation, and financial
services.  In addition, the Company derives significant service revenues from
maintenance contracts, consulting services, and training courses related to its
software products.

     The Company markets and sells its products through its direct sales force
in the United States, Europe, Africa, and Asia, as well as through selected
distributors in other countries, including Japan. The Company also sells its
products through value-added resellers and systems integrators, who provide
consulting services and integrated solutions to their customers.  The Company
further licenses technology to OEMs, which embed it within their product
offerings.

     In order to better meet the requirements of companies in its primary target
markets, the Company is organized into four business units: Manufacturing,
Communications, Advanced Systems, and EMA (Europe/Middle East/Africa).  These
business units generally have their own specialized sales, business development,
consulting, and product development resources to provide the level of
application and industry specific knowledge needed to best serve their
respective markets. This organizational structure has entailed a retraining of
the sales force and a major change in account structure.

  This Quarterly Report on Form 10-Q contains forward-looking statements.  For
this purpose, any statements contained herein that are not statements of
historical fact may be deemed to be forward-looking statements.  Without
limiting the foregoing, the words "believes," "anticipates," "plans," "expects,"
"intends" and similar expressions are intended to identify forward-looking
statements.  There are a number of important factors that could cause the
Company's actual results to differ materially from those indicated by such
forward-looking statements.  These factors include, without limitation, those
set forth below under the caption "Certain Factors That May Affect Future
Results".

                                       9
<PAGE>

RESULTS OF OPERATIONS

  The following table sets forth, as a percentage of total revenues,
consolidated statement of operations data for the periods indicated:
<TABLE>
<CAPTION>
                                               THREE MONTHS ENDED        SIX MONTHS ENDED
                                                     JUNE 30,                JUNE 30,
                                                 1999       1998          1999        1998
                                                ------     ------        ------      ------
<S>                                            <C>        <C>          <C>         <C>
REVENUES:
     Product                                     54.8%      50.1%         51.9%       50.5%
     Service                                     45.2%      49.9%         48.1%       49.5%
                                                -----      -----         -----       -----
        Total revenues                          100.0%     100.0%        100.0%      100.0%
COST OF REVENUES                                 22.4%      23.6%         23.9%       24.2%
                                                -----      -----         -----       -----
        Gross profit                             77.6%      76.4%         76.1%       75.8%
                                                -----      -----         -----       -----
OPERATING EXPENSES:
     Sales and marketing                         46.5%      51.9%         49.8%       49.4%
     Research and development                    18.1%      17.0%         18.4%       16.5%
     General and administrative                  11.5%      11.1%         12.6%       11.5%
                                                -----      -----         -----       -----
                                                 76.1%      80.0%         80.8%       77.4%
        Operating income (loss)                   1.5%      (3.6%)        (4.7%)      (1.6%)

OTHER INCOME, NET                                 1.2%       1.9%          1.3%        1.9%
                                                -----      -----         -----       -----
        Income (loss) before provision for
          income taxes                            2.7%      (1.7%)        (3.4%)       0.3%

PROVISION FOR INCOME TAXES                        0.4%       0.0%          0.4%        0.3%
                                                -----      -----         -----       -----
       Net income (loss)                          2.3%      (1.7%)        (3.8%)       0.0%
                                                =====      =====         =====       =====
</TABLE>

                                       10
<PAGE>

THREE AND SIX MONTHS ENDED JUNE 30, 1999 AND 1998

Revenues

  The Company's revenues are derived from two sources: product licenses and
services.  Product revenues include revenues from sales of licenses for use of
the Company's software products.  Service revenues consist of fees for
maintenance contracts, consulting services, and training courses related to the
Company's products.

  Total revenues for the three and six months ended June 30, 1999 were $9.7
million and $18.1 million, respectively, an increase of $0.7 million, or 7.8%,
for the three-month period ended June 30, 1999 as compared to the same period in
1998 and unchanged for the six-month period ended June 30, 1999 compared to the
same period in 1998.  For the three-month period ended June 30, 1999 the $0.7
million increase in total revenues was attributable to increased sales of
product licenses, primarily in the United States.  For the six-month period
ended June 30, 1999, the total revenue was unchanged, as an increase in product
revenue was offset by a decrease in service revenue.  For the three and six
months ended June 30, 1999, international revenues accounted for 41.9% and 45.0%
of total revenues, respectively, compared to 47.7% and 46.3% of total revenues
in the comparable periods of fiscal 1998.

     Product.  Product revenues for the three and six months ended June 30, 1999
were $5.3 million and $9.4 million, respectively, an increase of $0.8 million,
or 17.8%, and an increase of $0.3 million, or 3.3%, from the comparable periods
of fiscal 1998.  The increase in product revenues for the three and six-month
period ended June 30, 1999 was primarily due to a $1.7 million license order
from BMC Software, Inc.

  Service. Service revenues for the three and six months ended June 30, 1999
were $4.4 million and $8.7 million, respectively, a decrease of $0.1 million, or
2.2%, and a decrease of $0.3 million, or 3.3%, from the comparable periods of
fiscal 1998.  The decrease in service revenues for the three and six-month
period ended June 30, 1999 was primarily due to decreases in application
consulting revenues and training fees.


Cost of Revenues

  Cost of revenues primarily consists of consulting labor, technical support
costs, and the costs of material and labor involved in producing and
distributing the Company's software.  These costs for the three and six months
ended June 30, 1999 were $2.2 million and $4.3 million, respectively.  This was
an increase of $0.1 million, or 4.8%, from $2.1 million and a decrease of $0.1
million, or 2.3%, from $4.4 million in the comparable periods of fiscal 1998.
The increase in costs for the three months ended June 30, 1999 versus the
comparable quarter in 1998 was primarily due to an increase in compensation
costs. The decrease in costs for the six months ended June 30, 1999 versus the
comparable period in 1998 was primarily due to lower headcount.  Gross margin on
revenues for the three and six months ended June 30, 1999 was 77.6% and 76.1%,
respectively.  Gross margin of 77.6% for the three months ended June 30, 1999
was up from 76.4% for the comparable quarter in fiscal 1998. Gross margin for
the six months ended June 30, 1999 of 76.4% was up over the 75.8% gross margin
for the comparable period in fiscal 1998. The increases in gross margin resulted
primarily from a higher percentage of higher margin product revenues and from
increased consulting personnel utilization.


Operating Expenses

  Sales and Marketing.  Sales and marketing expenses consist primarily of costs
associated with personnel involved in the sales and marketing process, sales
commissions, sales facilities, travel and lodging, trade shows and seminars,
advertising and promotional materials. These expenses for the three and six
months ended June 30, 1999 were $4.5 million and $9.0 million, respectively.
The costs decreased $0.2 million, or 4.3%, from $4.7 million and increased $0.1
million, or 1.1%, from $8.9 million in the comparable periods of fiscal 1998.
As a percentage of revenues, sales and

                                       11
<PAGE>

marketing expenses were 46.5% and 49.8%, respectively, for the three and six
months ended June 30, 1999 as compared to 51.9% and 49.4% for the comparable
periods in fiscal 1998. The decrease against the comparable quarter from 1998
was primarily due to higher revenues and fewer marketing personnel. The increase
for the six months ended June 30, 1999, as compared to the same period in 1998,
was primarily a result of increased spending on advertising and related
activities.

  Research and Development.  Research and development expenses consist primarily
of costs of personnel, equipment, and facilities. These expenses for the three
and six months ended June 30, 1999 were $1.8 million and $3.3 million,
respectively, an increase of $0.3 million, or 20.0%, and $0.3 million, or 10.0%,
from $1.5 and $3.0 million in the comparable periods of fiscal 1998.  As a
percentage of revenues, research and development expenses were 18.1% and 18.4%,
respectively, for the three and six months ended June 30, 1999 as compared to
17.0% and 16.5% for the comparable periods in fiscal 1998. The increase was
primarily due to an increase in compensation and subcontractor costs.

  General and Administrative.  General and administrative expenses consist
primarily of personnel costs for finance, administration, operations, and
general management, as well as legal and accounting expenses. These expenses for
the three and six months ended June 30, 1999 were $1.1 million and $2.3 million,
respectively, an increase of $0.1 million, or 10.0%, and $0.2 million, or 9.5%,
from $1.0 and $2.1 million in the comparable periods of fiscal 1998.  As a
percentage of revenues, general and administrative expenses were 11.5% and
12.6%, respectively, for the three and six months ended June 30, 1999 as
compared to 11.1% and 11.5% for the comparable periods in fiscal 1998.  The
increase was primarily due to an increase in compensation and legal costs.

Other Income

  Other income consists primarily of interest income partially offset by foreign
exchange transaction losses.  Other income for the three and six months ended
June 30, 1999 was $117,000 and $228,000, respectively, as compared to $171,000
and $334,000 in the comparable periods of fiscal 1998. The decreases were
primarily due to decreased interest income because of lower cash balances, and
to an increase in foreign exchange transaction losses from comparable periods in
fiscal 1998.

Income Taxes

  Under SFAS No. 109, the Company cannot recognize a deferred tax asset for the
future benefit of its tax loss carryforward unless it concludes that it is "more
likely than not" that such deferred tax asset would be realized.  Accordingly,
the Company has established a valuation allowance against its deferred tax asset
to the extent that it cannot conclusively demonstrate that these assets "more
likely than not" will be realized.  In determining the amount of valuation
allowance required, the Company considers numerous factors, including historical
profitability, estimated future taxable income, the volatility of the historical
earnings, and the volatility of earnings of the industry in which it operates.
The Company's provision for income taxes primarily pertained to income taxes in
foreign jurisdictions, where the Company does not have operating loss
carryforwards.

LIQUIDITY AND CAPITAL RESOURCES

     The Company currently finances its operations (including capital
expenditures) primarily through cash flows from operations and its current cash
and short-term investment balances.  The Company's lease commitments consist of
operating leases primarily for the Company's facilities and computer equipment.

     The Company used $573,000 in cash for operations for the first six months
of 1999.  Cash used for operations in 1999 was primarily used to fund the
Company's net loss.

                                       12
<PAGE>

     During the six months ended June 30, 1999, the Company used $591,000 of its
cash to repurchase shares of its common stock on the open market pursuant to its
stock repurchase program adopted in the third quarter of 1998.  The Company also
received $221,000 from the issuance of common stock under the Employee Stock
Purchase Plan.

  At June 30, 1999, the Company had cash, cash equivalents, and short-term
investments of $13.1 million. The Company regularly invests excess funds in
highly-rated money market funds, government securities, and commercial paper.

  Investing activities provided cash of $684,000 for the six months ended June
30, 1999, which resulted primarily from $838,000 in proceeds from the sale of
short-term investments primarily offset by $161,000 for the purchase of
equipment.

  The Company believes that its available funds and cash generated from
operations will be sufficient to meet the Company's business requirements at
least through June 30, 2000.


YEAR 2000 DISCLOSURE
--------------------

     Historically, certain computer programs have been written using two digits,
rather than four digits, to define the applicable year.  This could lead, for
example, to a computer's interpreting "00" as the year 1900 rather than the year
2000.  This phenomenon could result in major computer system failures or
miscalculations and is generally referred to as the "Year 2000" problem or
issue.

  The Company has developed a phased Year 2000 readiness plan for the current
versions of its products.  The plan includes development of corporate awareness,
assessment, implementation (including remediation, upgrading and replacement of
certain product versions), validation testing, and contingency planning.  The
Company continues to respond to customer concerns about prior versions of its
products on a case-by-case basis.

  The Company has defined "Year 2000 compliant" as the ability to (i) correctly
handle date information needed for the December 31, 1999 to January 1, 2000 date
change; (ii) function according to the product documentation provided for this
date change, without changes in operation resulting from the advent of a new
century, assuming correct configuration; (iii) where appropriate, respond to
two-digit date input in a way that resolves the ambiguity as to century in a
disclosed, defined, and predetermined manner; (iv) if the date elements in
interfaces and data storage specify the century, store and provide output of
date information in ways that are unambiguous as to century; and (v) recognize
year 2000 as a leap year.  The Company has not tested its products on all
platforms or all versions of operating systems that it currently supports and
has advised its customers to verify that their platforms and operating systems
support the transition to the year 2000.

  The Company has completed a review and assessment of its products and, with
the exception of the products discussed below, the Company believes that its
current products are Year 2000 compliant.  For example, the Company's core G2
product has two built-in techniques for storing and processing time and date
information.  These techniques are time stamps and intervals.  Time stamps are
64-bit IEEE floating point numbers.  Intervals are stored as integers.  Neither
of these representations imposes a practical limit on the size of the date value
stored and do not pose any problems with the passing of the millennium.
Therefore, the Company does not believe that the Company's products, except
those discussed below, will be adversely affected by date changes to the year
2000.  However, there can be no assurance that the Company's products contain
and will contain all features and functionality considered necessary by
customers, including ISVs, end users and distributors, to be Year 2000
compliant.  In addition, there can be no assurances that the Company's current
products do not contain undetected errors or defects associated with Year 2000
date functions that may result in material costs to the Company.

  While the Company believes that current versions of its products are Year 2000
compliant, other factors may result in an application created using the
Company's products not being Year 2000 compliant.  Some of these factors include
improper programming techniques used by third parties in creating the
application or non-compliance of the underlying hardware, operating system, or
third-party software on which the software runs.  Known or unknown errors or
defects in the Company's products

                                       13
<PAGE>

could result in delay or loss of revenue, diversion of development resources,
damage to the Company's reputation, or increased service and warranty costs, any
of which could materially adversely affect the Company's business, operating
results or financial condition. Some commentators have predicted significant
litigation regarding Year 2000 compliance issues, and the Company is aware of
such lawsuits against other software vendors. Because of the unprecedented
nature of such litigation, it is uncertain whether or to what extent the Company
may be affected by it.

  Testing has revealed that in versions of G2 prior to Rev. 3, a specific G2
system procedure and the use of two-digit years in the built-in displays are not
Year 2000 compliant.  These problems were fixed in G2 5.0 Rev. 3 released in
June 1998.

  The Company's internal systems include both its information technology ("IT")
and non-IT systems.  The Company completed a baseline assessment of its material
internal IT systems (including both the Company's own software products and
third-party software and hardware technology) and its non-IT systems.  The
Company expects to substantially achieve Year 2000 compliance by the end of
September 1999.  To the extent the Company is not able to test the technology
provided by third-party vendors, the Company has received certain written
certificates from third-party vendors and is continuing to seek assurances from
other vendors that their systems are Year 2000 compliant.  Although the Company
is not currently aware of any material operational issues or costs associated
with preparing its internal IT and non-IT systems for the Year 2000, the Company
may experience material unanticipated problems and costs caused by undetected
errors or defects in the technology used in its internal IT and non-IT  systems.
There can be no assurance that the Company will not experience unanticipated
negative consequences or material costs caused by undetected errors or defects
in the technology used in its internal systems.

  The Company does not in general have information concerning the Year 2000
compliance status of its customers.  As is the case with other similarly
situated software companies, if the Company's current or future customers fail
to achieve Year 2000 compliance, or if they divert technology expenditures to
address Year 2000 compliance problems, the Company's business, results of
operations, or financial condition could be materially adversely affected.

  The Company has funded its Year 2000 plan from operating cash flows and has
not separately accounted for these costs.  The Company may incur additional
costs related to the Year 2000 plan for administrative personnel to manage the
project, outside contractor assistance, technical support for its products,
product engineering and customer satisfaction.  The Company may experience
material problems and costs with Year 2000 compliance that could adversely
affect the Company's business, results of operations, and financial condition.

  The Company is in the process of developing a comprehensive contingency plan
to address situations that may result if the Company is unable to achieve Year
2000 readiness of its operations.  The costs of developing and implementing such
a plan may itself be material.  The plan will be based in part on the outcome of
its assessment and testing of the Year 2000 readiness of material third-parties.
The contingency plan will be completed by September 30, 1999 (and will
thereafter be revised from time to time as deemed appropriate).  Finally, the
Company is also subject to external forces that might generally affect industry
and commerce, such as utility company Year 2000 compliance failures and related
services interruptions.  The Company expects to complete these assessments and
testing, as well as the testing of its internal systems, by the end of September
1999, and does not anticipate that any of these potential issues will have a
material adverse effect on the Company's business, financial condition and
operating results.

       Additionally, there can be no assurance that the Company will not be the
subject of lawsuits regarding the failure of the Company's products (former or
present) in the event they are not Year 2000 compliant.  Despite the testing and
remediation efforts undertaken by the Company, the Company's products may
contain errors or defects associated with the year 2000.  Known or unknown
errors or defects in the Company's products could result in delay or loss of
revenue, diversion of development resources, damage to the Company's reputation
or increased service and warranty costs, any of which could materially adversely
affect the Company's business, operating results and financial condition.  In
addition, because the computer system in which the Company's products are used
involve different hardware, software and firmware components from different
manufacturers, it

                                       14
<PAGE>

may be difficult to determine which component in a system caused a Year 2000
issue. As a result, the Company may be subjected to Year 2000-related lawsuits
independent of whether its products are Year 2000 compliant. Any Year 2000-
related suits, if adversely determined, could have a material adverse effect on
the Company's business, operating results and financial conditions.

       The foregoing review of the Company's Year 2000 readiness, including
estimates of the time frames and costs for addressing the known Year 2000 issues
confronting the Company, is based on management's current estimates, which were
derived using numerous assumptions.  There can be no assurance that these
estimates will be achieved and actual events and results could differ materially
from those anticipated.  Specific factors that might cause such material
difference include, but are not limited to, the availability of personnel with
required remediation skills, the ability of the Company to identify and correct
all relevant computer code and the success of third parties with whom the
Company does business in addressing their Year 2000 issues.



CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS

A number of uncertainties exist that could affect the Company's operating
results, including, without limitation, the following:

  Emerging Market for Intelligent Operations Management Systems.  Substantially
all of the Company's revenues are derived from the licensing and support of
software products that enable organizations to implement intelligent operations
management systems for decision support and control.  Although many
organizations have begun to deploy, or have announced plans to deploy,
intelligent operations management systems, these systems are different from the
basic monitoring and control systems that are traditionally employed by these
organizations.  There can be no assurance that these organizations will be able
to introduce intelligent operations management systems successfully, nor that
such systems will gain widespread acceptance.  In addition, the timing of the
implementation of intelligent operations management systems by organizations may
be affected by economic factors, government regulations, and other factors.
Delays in the introduction of intelligent operations management systems or the
failure of these systems to gain widespread market acceptance would materially
and adversely affect the Company's business, results of operations, or financial
condition.  In addition, the Company believes that end-users in its markets are
increasingly seeking application-specific products and components as well as
complete solutions, rather than general software tools with which to develop
application-specific functionality and solutions.  Meeting this demand has
required the Company to modify its sales approach.  The Company is also
increasingly reliant on value-added resellers and systems integrators to satisfy
market requirements. The modified sales approach may also lengthen the Company's
average sales cycle.  Failure by the Company to respond appropriately to shifts
in market demand could have a material adverse effect on the Company's business,
results of operations, or financial condition.

  Dependence Upon Development of Sales and Marketing Force. The Company's future
success will depend, in part, upon the productivity of its sales and marketing
force and the ability of the Company to continue to attract, integrate, train,
motivate and retain new sales and marketing personnel.  There can be no
assurance that the Company's investment in sales and marketing will ultimately
prove to be successful.  In addition, there can be no assurance that the
Company's sales and marketing organization will be able to compete successfully
against the significantly more extensive and better funded sales and marketing
operations of many of the Company's current and potential competitors.  The
Company's inability to manage its sales and marketing force effectively could
have a material adverse effect on the Company's business, operating results and
financial condition.

  Variability of Quarterly Operating Results.  The Company has experienced, and
may experience in the future, significant quarter-to-quarter fluctuations in its
operating results.  The Company has, on occasion, recorded quarterly losses, and
there can be no assurance that revenue growth or profitable operations can be
attained on a quarterly or annual basis in the future.  The Company's sales
cycle typically ranges from six to 12 months, and the cost of acquiring the
Company's software, building and deploying applications, and training users
represents a significant expenditure for customers.  The Company's relatively
long sales cycle and high license fees, together with fixed short-term expenses,

                                       15
<PAGE>

can cause significant variations in operating results from quarter to quarter,
based on a relatively small variation in the timing of major orders.  Factors
such as the timing of new product introductions and upgrades and the timing of
significant orders could contribute to this quarterly variability.  In addition,
the Company ships software products within a short period after receipt of an
order and typically does not have a material backlog of unfilled orders of
software products.  Therefore, revenues from software licenses in any quarter
are substantially dependent on orders booked in that quarter.  Historically, a
majority of each quarter's revenues from software licenses has come from license
contracts that have been effected in the final weeks of that quarter.  The
revenues for a quarter typically include a number of large orders.  If the
timing of any of these orders is delayed, it could result in a substantial
reduction in revenues for that quarter.  The Company's expense levels are based
in part on expectations of future revenue levels.  A shortfall in expected
revenues could therefore result in a disproportionate decrease in the Company's
net income.  The Company's financial performance has generally been somewhat
weaker in the first quarter than in the other fiscal quarters, due to customer
purchasing patterns.

  Economic Factors.  Because capital expenditures are often viewed as
discretionary by organizations, sales of the Company's products for capital
budget projects are subject to general economic conditions.  Such capital
expenditures are also susceptible to industry-specific economic downturns.
Specifically, the Company derives a significant portion of its revenues from the
chemical and petrochemical industries.  The Company derived 8%, 15%, and 27%, of
its product revenues from the chemical and petrochemical industries in the first
six months of 1999, 1998, 1997, respectively.  Accordingly, the Company's future
success is dependent upon the continued demand for process control and
optimization software from companies in the chemical and petrochemical
industries.  The Company believes that economic downturns and pricing pressures
experienced by chemical and petrochemical companies in connection with cost-
containment measures have led to delays and reductions in certain capital and
operating expenditures by many such companies worldwide.  These industries are
highly cyclical and have shown weakened demand in the past, which has adversely
affected the Company's revenues, gross margin, and operating results during such
periods. Future recessionary conditions in the industries which use the
Company's products may adversely affect the Company's business, results of
operations, or financial condition.

  Product Concentration.  The Company's only current product offerings are G2,
an object-oriented development and deployment environment for building
intelligent operations management systems, and software application products
which operate in conjunction with G2.  Accordingly, the Company's business and
financial results are substantially dependent upon the continued customer
acceptance and deployment of G2 and related products.  The timing of major G2
releases may affect the timing of purchases of the Company's products.  The
Company has introduced several G2-based products for building applications and
is developing others.  The Company believes that market acceptance of these
products will be important to the Company's future growth.  There can be no
assurance that such products will achieve market acceptance or that new products
will be successfully developed.  In addition, the Company relies on many of its
marketing partners to develop G2-based products for specialized markets.
Accordingly, the Company's business and financial results are also linked to the
continued successful product development by its marketing partners and market
acceptance of such G2-based products.  Any decline in the demand for G2 and
related products, whether as a result of competitive products, price
competition, the lack of success of the Company's marketing partners,
technological change, the shift in customer demand toward complete solutions, or
other factors, could have a material adverse effect on the Company's business,
results of operations, or financial condition.

   New Products and Rapid Technological Change.  The market for the Company's
products is relatively new and is characterized by rapid technological change,
evolving industry standards, changes in end-user requirements, and frequent new
product introductions and enhancements.  The Company's future success will
depend in part upon its ability to enhance its existing products, to introduce
new products and features to meet changing customer requirements and emerging
industry standards, and to manage transitions from one product release to the
next. The Company has from time to time experienced delays in introducing new
products and product enhancements.  There can be no assurance that the Company
will not experience difficulties that could delay or prevent the successful
development, introduction and marketing of these new products and product
enhancements. Also there can be no assurance that the Company will successfully
complete the

                                       16
<PAGE>

development of new or enhanced products, that the Company will successfully
manage the transition to future versions of G2, or that the Company's future
products will achieve market acceptance. In addition, the introduction of
products embodying new technologies and the emergence of new industry standards
could render the Company's existing products and products currently under
development obsolete and unmarketable. From time to time, new products,
capabilities, or technologies may be announced that have the potential to
replace or shorten the life cycle of the Company's existing product offerings.
There can be no assurance that announcements of currently planned or other new
product offerings will not cause customers to defer purchasing existing Company
products. See "Emerging Market for Intelligent Operations Management Systems."

  Migration to Microsoft Windows and Object Exchange Standards.  The Company
believes that client user interfaces compliant with Microsoft Windows and MOTIF
are increasingly the preferred choice of its customers.  In order to gain wider
customer penetration, the Company must respond to this market choice.
Accordingly, the Company is developing and has achieved initial commercial
release of a client access product that is Microsoft Windows and MOTIF
compliant.  There can be no assurance that the Company will be successful in
further developing and marketing this new product.  Any delay or failure to
bring this product to market could affect the Company's competitive position or
limit its growth opportunities.

  Reliance Upon Indirect Distribution Channels and Risks Associated with
Strategic Partner Relationships.  The Company sells its products in part through
value-added resellers, systems integrators, OEMs and distributors, who are not
under the control of the Company.  Sales of the Company's products by value-
added resellers and systems integrators represented 23%, 25%, and 35% of the
Company's product revenues in the first six months of 1999, 1998, and 1997,
respectively.  Sales of the Company's products to and by distributors, primarily
the Company's Japanese distributor, accounted for 2%, 3%, and 8% of the
Company's product revenues in the first six months of 1999, 1998, and 1997,
respectively.  The loss of one or more major third-party distributors, OEMs or
resellers of the Company's products, a significant decline in their sales, or
difficulty on the part of such third-party developers or resellers in developing
successful G2-based products and applications could have a material adverse
effect on the Company's business, results of operations, or financial condition.
There can be no assurance that the Company will be able to attract or retain
additional qualified third-party resellers or that third-party resellers will be
able to effectively sell and implement the Company's products.  In addition, the
Company relies on third-party resellers to provide post-sales service and
support to its customers, and any deficiencies in such service and support could
adversely affect the Company's business, results of operations, or financial
condition.

  Risks Associated With International Operations.  The Company's international
revenues represented 45%, 47%, and 46%, of total revenues in the first six
months of 1999, 1998, and 1997, respectively.  Revenues are categorized by the
Company according to product shipment destination and therefore do not
necessarily reflect the ultimate country of installation.  The international
portion of the Company's business is subject to a number of inherent risks,
including difficulties in building and managing international operations,
difficulties in localizing products and translating documentation into local
languages, fluctuations in the value of international currencies including the
new Euro, fluctuating import/export duties and quotas, and unexpected
regulatory, economic, or political changes in international markets.  In
particular, the continuing economic problems in Asia pose challenges to the
Company's sales and marketing operations in that region. There can be no
assurance that these factors will not adversely affect the Company's business,
results of operations, or financial condition.

  Competition.  Although the Company believes that there are no other
commercially available products that offer the full range of high-level
capabilities embodied in the Company's products, a number of companies offer
products that perform certain functions of G2 for specific applications.  In all
of the Company's markets, there is competition from "point solutions", real-time
and expert system products,  and internally developed software.  At the
fundamental level, there are commercially available software development tools
that software application developers or potential customers could use to build
software having functionality similar to the Company's products.

  Certain companies such as Objective Systems Integrators, Inc., Micromuse,
Systems Management Arts (SMARTS), and Pavilion sell "point solutions" that
compete with the Company's products with respect to specific applications or
uses. Several companies, including Ilog S.A. and

                                       17
<PAGE>

System Management Arts, offer products with limited real-time, expert system, or
fault isolation capabilities at lower price points than those provided by the
Company. These products often require extensive programming with languages such
as C or C++ for complete implementation. Although the Company believes that
these products offer a less productive development environment than G2 and that
they lack the comprehensive capabilities of G2-based products, certain
competitors in this category have greater financial and other resources than the
Company and might introduce new or improved products to compete with G2,
possibly at lower prices.

  The Company's software is integrated into industry-specific solutions by
value-added resellers.  A number of software companies offer products that
compete in specific application areas addressed by these value-added reseller,
such as cement kiln control and refinery scheduling, and they could be
successful in supplying alternatives to products based on the Company's
software.

  Many of the Company's customers have significant investments in their existing
solutions and have the resources necessary to enhance existing products and to
develop future products.  These customers may develop and incorporate competing
technologies into their systems or may outsource responsibility for such systems
to others who do not use the Company's products.  There is no assurance that the
Company can successfully persuade development personnel within these customers'
organizations to use G2-based products that can cost effectively compete with
their internally developed products.  This would reduce the need for the
Company's products and services and limit future opportunities for the Company.

  The Company believes that continued investment in research and development and
sales and marketing will be required to maintain its competitive position.
There can be no assurance that competitors will not develop products or provide
services that are superior to the Company's products or services or achieve
greater market acceptance.  Competitive pressures faced by the Company could
force the Company to reduce its prices, which could result in reduced
profitability.  There can be no assurance that the Company will be able to
compete successfully against current and future sources of competition or that
such competition will not have a material adverse effect on the Company's
business, results of operations, or financial condition.

  Potential for Undetected Errors.  Complex software products such as those
offered by the Company may contain unintended errors or failures commonly
referred to as "bugs".  There can be no assurance that, despite significant
testing by the Company and by current and potential customers, errors will not
be found in new products after commencement of commercial shipments.  Although
the Company has not experienced material adverse effects resulting from any such
errors or defects to date, there can be no assurance that errors or defects will
not be discovered in the future that could cause delays in product introduction
and shipments or require design modifications that could adversely affect the
Company's business, results of operations, or financial condition.

  Dependence Upon Proprietary Technology.  The Company's success is heavily
dependent upon its proprietary technology.  The Company relies upon a
combination of trade secret, contract, copyright, patent, and trademark law to
protect its proprietary rights in its products and technology. The Company
enters into confidentiality and/or license agreements with its employees, third-
party resellers, and end-users and limits access to and distribution of its
software, documentation, and other proprietary information.  In addition, the
Company has placed technical inhibitors in its software that prevent such
software from running on unauthorized computers.  However, effective patent,
copyright, and trade secret protection may not be available in every country in
which the Company's products are distributed.  There can be no assurance that
the steps taken by the Company to protect its proprietary technology will be
adequate to prevent misappropriation of its technology by third parties, or that
third parties will not be able to develop similar technology independently.  In
addition, there can be no assurance that third parties will not assert
infringement claims in the future or that such claims will not be successful.

  Dependence on Key Personnel.  The Company's success depends in large part upon
certain key employees, including its executive officers, the loss of any of whom
could have a material adverse effect on the Company.  The Company's key
employees are not bound by employment agreements that require them to remain
with the Company.  The Company's success will depend in significant part upon
its ability to attract and retain highly-skilled management, technical, and
sales and marketing

                                       18
<PAGE>

personnel. Competition for such personnel in the software industry is intense,
and there can be no assurance that the Company will be successful in attracting
and retaining such personnel, or that new key personnel will integrate
successfully into the senior management team. The loss of certain key employees
or the Company's inability to attract and retain other qualified employees or to
adequately replace key personnel who depart the Company could have a material
adverse effect on the Company's business, results of operations, or financial
condition.

  Year 2000 Compliance.  Many installed computer systems and software products
are coded to accept only two digit entries in the date code field.  Beginning in
the year 2000, these date code fields will need to accept four digit entries to
distinguish 21st century dates from 20th century dates.  Systems that do not
properly recognize such information could generate erroneous data or cause a
system to fail.  Although the Company believes that its current products and
systems are Year 2000 compliant, the Company utilizes third party equipment and
software that may not be Year 2000 compliant.  Known or unknown errors or
defects, with regard to the year 2000 and thereafter, in the Company's products
and systems could result in delay or loss of revenue, diversion of development
resources, damage to the Company's reputation, increased service and warranty
costs, or significant litigation, any of which could materially adversely affect
the Company's business, operating results or financial condition.  Furthermore,
the purchasing patterns of customers or potential customers may be affected by
Year 2000 issues as companies expend significant resources to correct their
current systems for Year 2000 compliance.  These expenditures may result in
reduced funds available to purchase products and services such as those offered
by the Company.



ITEM 3.  QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

       The Company does not use derivative financial instruments in its
investing portfolio.  The Company places its investments in instruments that
meet high credit quality standards such as money market funds, government
securities, and commercial paper.  The Company limits the amount of credit
exposure to any one issuer.  The Company does not expect any material loss with
respect to its investment portfolio. The following table provides weighted
average interest rates and dates of maturity for the Company's investment
portfolio; the investment portfolio excludes operating cash held in both
interest bearing and non-interest bearing demand deposit accounts. The fair
value of the marketable securities portfolio is affected by changes in short-
term U.S. dollar interest rates.


   Principal Amounts by Expected Maturity in U.S. Dollars
   (in thousands except interest rates)

<TABLE>
<CAPTION>
                                            Fair value         Investments
                                                at             maturing in
                                           June 30, 1999     Fiscal Year 1999
                                         -------------------------------------
<S>                                        <C>                  <C>
Cash equivalents                               $8,677              $8,677
Weighted average interest rate                   4.65%               4.65%

Total portfolio                                $8,677              $8,677
Weighted average interest rate                   4.65%               4.65%
</TABLE>


     The Company conducts business in various foreign currencies, primarily in
Canada, Europe, Middle East, Australia, Japan and other Asian countries.  As a
result, the Company is exposed to the effect of foreign currency exchange rate
fluctuations on the U.S. dollar value of foreign currency-denominated revenues
and expenses.  And, to the extent that the Company's foreign subsidiaries
maintain large intercompany payable balances with the U.S. parent, the potential
exists for significant cumulative translation adjustments in the equity section
of the consolidated balance sheet. The Company does not use foreign exchange
forward contracts to hedge its foreign currency denominated receivables. Looking
forward, there can be no assurance that changes in foreign currency rates,
relative to the U.S. dollar, will not materially adversely affect the
consolidated results of the Company.

                                       19
<PAGE>

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

       In April 1999, Special Situations Fund III, L.P. ("SSF"), a Gensym
stockholder, filed a complaint in the Court of Chancery of the State of Delaware
in and for New Castle County seeking an order directing Gensym to provide
specified information concerning the identity of Gensym's stockholders, Gensym's
by-laws, and other documents.  SSF also sought reimbursement of its costs,
expenses and attorneys' fees.  On June 7, 1999, SSF dismissed its complaint
without prejudice pursuant to Court of Chancery Rule 41(a)(1)(I).

ITEM 2.  CHANGES IN SECURITIES

         None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None

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

       At the Annual Meeting of Stockholders held on May 21, 1999, the following
proposals were adopted by the margin indicated below:

<TABLE>
<CAPTION>
Proposal I                     Class of Stock    For        Withheld Authority
--------------------------------------------------------------------------------
<S>                             <C>            <C>             <C>

1) Approval of election of
   three Class III Directors
   to the Board of Directors
   for the ensuing three
   years.

   Barry R. Gorsun              Common Stock     4,481,621              47,081
   Patrick Courtin              Common Stock     4,481,371              47,331
   Robert A. Degan              Common Stock     4,481,621              47,081

<CAPTION>
   Proposal II                 Class of Stock    For         Against    Abstain
--------------------------------------------------------------------------------
<S>                            <C>              <C>        <C>        <C>
2) Approval of appointment
   by the Board of Directors
   of Arthur Andersen LLP
   as independent auditors
   for the current year.        Common Stock    4,512,797    14,251      1,654

</TABLE>

ITEM 5.  OTHER INFORMATION

None
----

                                       20
<PAGE>

ITEM 6.  EXHIBITS AND REPORTS OF FORM 8-K

     (a)   Exhibit Index
           Exhibit 27 - Financial Data Schedule

     (b) No reports on Form 8-K were filed by Gensym during the quarter ended
         June 30, 1999.

                                       21
<PAGE>

                                   SIGNATURES


Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                            GENSYM CORPORATION
                                            (Registrant)



                                            /s/ Lowell B. Hawkinson
                                            -----------------------
       Dated:  August 16, 1999              Lowell B. Hawkinson
                                            Chief Executive Officer
                                            and Treasurer
                                            (Principal Executive Officer,
                                            Principal Financial and
                                            Accounting Officer)

                                       22