<PAGE>

                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549

                                      FORM 10-K
     (MARK ONE)
        /X/      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

                     FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997

                                          OR

       / /       TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
                 For the Transition period from __________ to _________

                             COMMISSION FILE NO.  0-21375

                           ONTRACK DATA INTERNATIONAL, INC.
                (Exact Name of Registrant as Specified in its Charter)

                    MINNESOTA                       41-1521650
          -------------------------------       -------------------
          (State or other jurisdiction of        (I.R.S. Employer
          incorporation or organization)        Identification No.)

                                   6321 BURY DRIVE
                               EDEN PRAIRIE, MN  55346
              ----------------------------------------------------
              (Address of principal executive offices and zip code)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (612) 937-1107
REGISTRANT'S INTERNET ADDRESS:  www.ontrack.com
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE EXCHANGE ACT:  NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE EXCHANGE ACT:  COMMON
  STOCK, $.01 PAR VALUE

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the
preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes  X    No
                                        ---      ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is contained in herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  / /

As of March 17, 1998, assuming as market value the price of $16.50 per share,
the average between the high and low sale prices on the Nasdaq National
Market, the aggregate market value of shares held by nonaffiliates was
approximately $75,318,062 million.

As of March 17, 1998, the Company had outstanding 9,928,716 shares of Common
Stock, $.01 par value.

Portions of the 1997 Annual Report to Shareholders and the Proxy Statement
for the Company's Annual Meeting of Shareholders to be held May 21, 1998 are
incorporated by reference into Parts II and III, respectively, of this Form
10-K, to the extent described in such Parts.


<PAGE>

                                  TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                       Page No.
                                                                       --------
<S>                                                                    <C>
PART I
     Item 1.   DESCRIPTION OF BUSINESS . . . . . . . . . . . . . . . . . .   3
     Item 2.   DESCRIPTION OF PROPERTY . . . . . . . . . . . . . . . . . .  10
     Item 3.   LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . .  10
     Item 4.   SUBMISSION OF MATTERS TO A VOTE OF
               SECURITY HOLDERS. . . . . . . . . . . . . . . . . . . . . .  10

PART II
     Item 5.   MARKET FOR COMMON EQUITY AND RELATED
               STOCKHOLDER MATTERS . . . . . . . . . . . . . . . . . . . .  11
     Item 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS
               OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . .  11
     Item 7.   FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . .  11
     Item 8.   CHANGES IN AND DISAGREEMENTS WITH
               ACCOUNTANTS ON ACCOUNTING AND
               FINANCIAL DISCLOSURE. . . . . . . . . . . . . . . . . . . .  11

PART III
     Item 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
               CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a)
               OF THE EXCHANGE ACT . . . . . . . . . . . . . . . . . . . .  11
     Item 10.  EXECUTIVE COMPENSATION. . . . . . . . . . . . . . . . . . .  11
     Item 11.  SECURITY OWNERSHIP OF CERTAIN
               BENEFICIAL OWNERS AND MANAGEMENT. . . . . . . . . . . . . .  12
     Item 12.  CERTAIN RELATIONSHIPS AND RELATED
               TRANSACTIONS. . . . . . . . . . . . . . . . . . . . . . . .  12
     Item 13.  EXHIBITS AND REPORTS ON FORM 8-K. . . . . . . . . . . . . .  12

SIGNATURES     . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
</TABLE>

                                       2

<PAGE>


                                    PART I

ITEM 1.  DESCRIPTION OF BUSINESS

     Ontrack is a leading provider of data recovery services to a broad range
of customers experiencing a loss of valuable computer data.  Ontrack has the
ability to recover data stored in nearly all types of storage media and
operating systems, regardless of the sophistication or age of the storage
media or the system.  During the past ten years, Ontrack has performed over
46,000 data recoveries for Fortune 500 corporations, governmental agencies,
educational and financial institutions, as well as small businesses and
individuals.  The Company also develops and markets a number of commercial
software products, principally Disk Manager-Registered Trademark-, a hard
disk drive installation software utility which the Company originally
developed in 1985.  The Company's data recovery services revenues represented
approximately 76% of total revenues in 1997, with software revenues
representing the balance.

BACKGROUND OF DATA RECOVERY BUSINESS

     The amount of data stored in hard disk drives, floppy disks, CD-ROMs,
magnetic tape and other types of storage media has been growing rapidly over
the past several years.  The growth in stored data has been fueled in part by
the rapid expansion of the installed base of personal computers, midrange
computers, servers and mainframes.  With this proliferation of storage
capacity has come an increased dependence on fast and reliable access to
stored data in both the office and the home.  Much of the stored data is
essential, and sometimes mission-critical, to the user or the user's
organization.

     Data can often become inaccessible to the user as a result of a wide
variety of either hardware or software failures.  Hardware failures involve
physical damage to the mechanism that retrieves the data or to the storage
media itself, including wear, aging, physical abuse, vandalism or
environmental hazards.  Software failures involve corruption of the software
file structure that makes the data accessible, including user errors,
improper or incompatible software installation or computer viruses.  In both
types of failures, the data often still exists on the storage media but
cannot be retrieved by the user.

     In an effort to prevent data loss, users may pursue one or more
protective measures.  The most common method is to automatically or manually
back up data on a routine basis for onsite or offsite storage.  Other methods
of protecting data include securing access to computer equipment,
implementing anti-virus procedures, and developing disaster recovery plans
for floods, fires and other natural disasters.  Although these methods may be
helpful in reducing the likelihood of data loss in certain instances, they
have not been able to prevent a wide variety of data loss situations from
occurring and may not represent a cost-effective alternative.

     When users experience data loss, they generally seek assistance from the
nearest perceived computer expert, which may include an MIS department or
other corporate personnel, a local computer store or a third party computer
maintenance provider.  In many cases, these people do not have the
specialized training, software or equipment necessary to recover lost data,
and their attempts to recover the data can actually exacerbate the data loss
and hinder the data recovery.  If these recovery efforts are unsuccessful,
users are often informed or conclude that the data loss is "terminal" and
that the data is not recoverable.  In many cases, however, the lost data can
be recovered by a properly trained and equipped data recovery specialist.


                                       3

<PAGE>

THE ONTRACK SOLUTION

     Ontrack provides data recovery services to address a wide variety of
data loss situations.  Ontrack has the ability to recover data stored in
nearly all types of storage media and operating systems, regardless of the
sophistication or age of the storage media or the operating system.  The
Company believes that it is a leading provider of data recovery services and
that it has developed the following competitive advantages:

     PROPRIETARY DATA RECOVERY TOOLS.  By virtue of its years of experience
and over 46,000 data recoveries, the Company has developed numerous Data
Recovery Tools, including proprietary software programs, specialized devices,
fixtures and other equipment.  These programs and devices facilitate the data
recovery process, which enable data recovery in a broad range of situations
and may reduce the time required to complete a data recovery project.

     SKILLED STAFF OF DATA RECOVERY ENGINEERS AND SOFTWARE DEVELOPERS.
Although Ontrack's Data Recovery Tools substantially automate the diagnosis
and recovery process, the Company's staff of 80 highly trained data recovery
engineers plays a critical role in determining the appropriate course of
action during the data recovery process.  The data recovery engineers work
closely with Ontrack's staff of 51 software developers to develop customized
data recovery solutions and new Data Recovery Tools.

     ADVANCED DIAGNOSTIC CAPABILITIES.  The Company's Data Recovery Tools and
the skills of its data recovery engineers enable the Company to quickly
determine the nature and cause of the data loss, whether the customer's
specified data is recoverable, and the procedures and equipment needed for
the recovery.  The diagnostic capabilities also permit Ontrack to identify
quickly and accurately the data losses which cannot be remedied, minimizing
unnecessary costs and delays.

     RESPONSIVE AND TIMELY CUSTOMER SUPPORT.  Realizing that most customers
experiencing data loss are time-sensitive, the Company's diagnostic
procedures permit its experienced sales representatives to quickly present
the customer with an accurate assessment of the problem and a price quotation
before proceeding with the recovery.  The Company offers its customers a
variety of service options, including around-the-clock emergency service,
on-site visits and priority service.

STRATEGY

     Ontrack's objective is to enhance its position as the world's leading
data recovery services provider.  The Company's strategy includes the
following key elements:

     EDUCATE THE MARKET.  The Company believes that most computer users do
not know that their data may be recoverable when they experience a data loss.
 The Company intends to educate the market that data recovery is possible and
that Ontrack is the world's leading provider of data recovery services.

     MAINTAIN TECHNOLOGICAL ADVANTAGE.  The Company intends to continue its
substantial investment in research and development to adapt and expand its
Data Recovery Tools to constant changes in technology.  This investment is
intended to continually improve the speed and efficiency of the Company's
data recovery services as well as expand the situations in which the Company
can successfully recover data.

     BROADEN SERVICE OFFERINGS.  The Company intends to leverage its data
recovery and software development experience to provide new data service
offerings.  For example, Ontrack has developed a new


                                       4

<PAGE>

process for remote data recovery that permits its data recovery engineers to
diagnose data losses and, in many cases, perform the data recovery over a
modem line.  The Company believes that remote data recovery can open new
markets and broaden awareness of the Company's services.

     DEVELOP AND STRENGTHEN STRATEGIC RELATIONSHIPS.  The Company will
continue to develop and strengthen strategic relationships with organizations
that provide distribution channels for the Company's services and products as
well as access to advanced technology.  Strategic partners would include
third party computer maintenance and support providers who would offer the
Company's data recovery services as part of their service offerings, hard
disk drive and other storage media manufacturers, and referral sources, such
as software companies, retailers, disaster recovery consultants and other
third party service providers.

     EXPAND GEOGRAPHICAL PRESENCE.  The Company intends to open additional
offices, possibly through strategic acquisitions, domestically and abroad.
This expansion will increase its proximity to potential customers and enhance
awareness of the Company's services in these new markets.  The Company opened
an office in San Jose, California in the third quarter of 1997 and plans at
least one new domestic office and one new European office during 1998.

     ENHANCE COMMERCIAL SOFTWARE PRODUCTS.  The Company will continue to
upgrade DISK MANAGER, a leading disk installation utility for the past 12
years.  The software business has not only been profitable for the Company,
but has also played a key role in expanding the Company's knowledge base for
the development of data recovery solutions.

DATA RECOVERY AND RELATED SERVICES

     Ontrack provides data recovery services to address a wide variety of
data loss situations.  These services accounted for 76% of the Company's
revenues for 1997.  The Company is able to recover data from nearly all types
of storage media and operating system.

     Customers worldwide can call one of Ontrack's 38 experienced customer
service representatives to report a data loss.  The customer service
representative discusses the data loss situation with the customer, describes
the Company's service options and quotes an estimated cost range of the
requested services.  The customer generally ships the hard disk drive or
other storage media by overnight courier to one of the Company's facilities.
However, remote data recovery and onsite service options are available.  The
Company's data recovery engineers perform a thorough diagnostic evaluation to
determine the nature and cause of the data loss, the quantity of data that
can be recovered, and the prescribed course of data recovery.  If the
specified data cannot be recovered, Ontrack returns the storage media and
diagnostic fee to the customer. If the specified data is recoverable, the
sales representative quotes a specific price.  In accordance with the
Company's guidelines, the sales representative determines pricing on a
case-by-case basis considering such factors as the capacity of the user's
storage device, service options requested, estimated difficulty of the
recovery, type of operating system used, and requirements for use of the
Company's proprietary software tools, clean bench facilities and other
proprietary equipment.  If the customer elects to proceed, the Company
performs the recovery, stores the recovered data on the medium of the
customer's choice, returns the data along with the customer's original
equipment and invoices the customer.

     The Company's software developers have developed and refined the Data
Recovery Tools based on Ontrack's extensive experience in data recovery and
file system software development, as well as the data storage technology it
derives from relationships with data storage manufacturers.  The Data
Recovery Tools

                                       5

<PAGE>

have been developed internally over the past 12 years and include numerous
proprietary software programs and specialized devices, fixtures and other
equipment.  Ontrack maintains an extensive database of data loss situations
it encounters and regularly analyzes this information to determine its
priorities for developing new or enhanced Data Recovery Tools, some of which
have gone through several generations of development.

     The Company has developed proprietary technology whereby certain
non-hardware related data losses can be recovered remotely through a modem
line. The process, Remote Data Recovery-TM- ("RDR") works in conjunction with
Ontrack Data Advisor-TM-, a freeware diagnostic software product which the
Company developed.  Data Advisor analyzes file systems and structures, system
memory and the hard drive's ability to read stored data.  When a data loss
occurs, Data Advisor can be used to diagnose the problem quickly and provide
the computer user with a recommendation on how to proceed.

     The Company began performing remote data recoveries on a limited basis
in January, 1998.  The service is currently available to users of DOS,
Windows, Windows 95, Windows N/T and OS/2.

     By leveraging its expertise in the data recovery field, Ontrack has also
expanded its services into other areas such as computer evidence services for
both civil and criminal cases.  These services assist customers in obtaining
evidence from computer systems, such as files that other parties attempted to
delete or overwrite, as well as in confirming that certain files were
created, modified, deleted, copied or destroyed.  Company employees also
testify as expert witnesses on computer data-related issues.  Ontrack charges
for these services generally on an hourly basis.

COMMERCIAL SOFTWARE PRODUCTS

     The Company's commercial software products represented 24% of the
Company's total revenues for 1997.  The Company's principal software product
is DISK MANAGER, accounting for 87% of software revenues in 1997.

     DISK MANAGER is a hard disk drive installation and partitioning utility
for personal computers.  DISK MANAGER optimizes storage capacity on a wide
range of hard disk drives and facilitates the process of installing
replacement or upgrade drives by linking operating system software with the
drives.  Since DISK MANAGER was developed in 1985, the Company has developed
new versions of the program for computers using MS-DOS, Windows, Windows 95,
Windows NT, OS/2 and Macintosh operating systems.  DISK MANAGER is generally
sold on an OEM basis through hard disk drive manufacturers.  By bundling the
program with their hard disk drives, these OEMs are able to reduce their
customer's need for technical support and increase the probability of a
successful installation.

     Through an agreement with Cybec Pty. Ltd., the Company has the exclusive
rights to distribute Cybec's Vet anti-virus software in North America,
Germany and France.  The Company also has the non-exclusive distribution
rights for Vet through the rest of the world, except in Australia, New
Zealand, Malaysia, Singapore, Taiwan and the Benelux countries.  The
agreement expires December 31, 1998.

RESEARCH AND DEVELOPMENT

     The Company's staff of 51 software developers continually develop and
update the Company's Data Recovery Tools and commercial software products.
In addition, in the performance of data recovery services, the Company's data
recovery engineers collaborate with the software developers in creating new

                                       6

<PAGE>

tools and procedures.  As part of its ongoing development efforts, the
Company has devoted significant resources to developing Data Advisor.  See
"Data Recovery and Related Services" above.  The Company began performing
remote data recoveries in late December and plans to expand its engineering
capabilities in this area in 1998.

BRANCH OFFICES AND EXPANSION STRATEGY

     The Company opened its branch offices in London, Los Angeles,
Washington, D.C., Stuttgart, Germany and San Jose, California in 1991, 1992,
1995, 1996 and 1997, respectively. Each of the Company's facilities has stand
alone data recovery capabilities, although the Company may send unique and
overflow work to its main office in Minneapolis.

     In 1994, the Company granted to Y-E Data an exclusive license to use the
Company's proprietary processes to perform data recovery, data conversion and
consulting services in Japan.  Y-E Data is a subsidiary of Yaskawa Electric,
Inc., a major technology company.  Under the terms of the agreement with Y-E
Data, Y-E Data must pay monthly royalties to the Company based on the gross
service revenues earned by Y-E Data and the Company retains complete
ownership of its intellectual property.

     The Company intends to open an office in Secaucus, New Jersey in the
second quarter of 1998.  The Company also intends to open another office in
Europe in 1998 and additional branch offices in the United States and in
foreign countries over time.  This expansion will increase its proximity to
potential customers, some of whom prefer or are required to use a local data
recovery company.  A new branch office is generally staffed with six to eight
employees, including two to three data recovery engineers, within the first
year of operation.  The pace at which the Company is able to open additional
branch offices is limited by the availability of qualified engineers, as well
as the time required to provide necessary training.  The Company may also
open new offices through strategic acquisitions domestically and abroad.

SALES, MARKETING AND CUSTOMER SUPPORT

     The Company has historically generated a large proportion of its data
recovery services revenue as a result of general name recognition, referrals
from prior customers and disk drive manufacturers and advertising.  The
Company has a dedicated program to promote customer referrals.  In order to
establish a recurring revenue base, the Company also recently has dedicated
sales and marketing resources to obtain relationships with other computer
service companies which would offer the Company's data recovery services to
their customers as part of their service offerings.  In addition, the Company
has begun to market other services, such as computer evidence services, to
legal organizations.

     The Company markets Disk Manager through its sales force, which is
focused on maintaining and expanding relationships with hard disk drive
manufacturers and other corporate partners for sales on an OEM basis.  In
addition, the Company advertises its services and products through direct
mail, periodicals, trade journals and its Web site and participates in
selected industry trade shows.

CUSTOMERS

     The Company provides data recovery services to a broad range of
customers, including Fortune 500 companies, governmental agencies,
educational and financial institutions, as well as small businesses and
individuals.  The Company's software products are sold principally on an OEM
basis to hard disk drive

                                       7

<PAGE>

manufacturers.  Historically sales of software products to individual OEMs
have varied from period to period and there can be no assurance that such
deviations will not continue.

     No single customer accounted for 10% or more of the Company's revenues
in 1995, 1996 or 1997.

COMPETITION

     The data recovery market is currently served by a large number of
relatively small, independent service providers.  Competition among these
firms is intense and barriers to entry are low for competitors seeking to
offer data recovery services.  The Company believes that the primary
competitive factors in the data recovery business are name recognition, the
effectiveness of the data recovery services, the ability to operate within a
large number of operating environments with a variety of storage media, the
timeliness of the services, the number of emergency and custom services
provided, and cost.  The Company believes that its experience with data
storage, its substantial investment in personnel, its Data Recovery Tools and
its remote data recovery capabilities provides it with a significant
competitive advantage.

     The computer software industry is highly competitive and characterized
by significant and rapid technological advances.  The Company currently sells
the vast majority of its Disk Manager software to hard disk drive
manufacturers on an OEM basis, and there is no assurance that any such
relationships will continue.  Developers of competing software may offer
their products to the OEMs at prices lower than those of the Company's
products.  This price competition may cause the Company to lose OEM customers
or may force the Company to lower its prices, which may have a material
adverse effect on software revenues and margins.  In addition, as higher
capacity drives and improved operating systems are designed and marketed,
Ontrack must continue to develop and market enhanced versions of its products
to complement the new technologies.

PROPRIETARY TECHNOLOGY

     The Company currently relies on a combination of copyright, trademark
and trade secret laws, non-disclosure agreements and other methods to protect
its proprietary technology.  In addition, the Company has applied for a
United States patent relating to systems and methods for allowing remote
diagnosis and data recovery through a modem.  There can be no assurance that
any meaningful patent protection will result from this patent application
and/or that systems or methods disclosed in the patent application do not
infringe any third party patents or copyrights.  There can be no assurance
that any future patents acquired by Ontrack will be of sufficient scope or
strength to provide meaningful protection of its products and technologies.
In addition, the Company's proprietary technology involves the use of
copyrightable material such as computer software.  Existing copyright laws
afford only limited protection, and it may be possible for unauthorized third
parties to copy the Company's products and processes or to reverse engineer
or obtain and use information that the Company regards as proprietary.
Ontrack also relies on proprietary processes and techniques, materials
expertise and trade secrets applicable to the computer data recovery
industry.  Ontrack believes that these proprietary rights may provide it with
a competitive advantage as important, if not more important, to Ontrack as
patent protection.  There can be no assurance that protective measures taken
by Ontrack will provide Ontrack with adequate protection of its proprietary
information or with adequate remedies in the event of unauthorized use or
disclosure.

     There also can be no assurance that any party does not presently have,
or might not in the future acquire, additional patent rights, copyrights or
other intellectual property rights in the United States which

                                       8

<PAGE>

might be infringed by current or future processes employed by Ontrack or
Ontrack products and provide the basis for an infringement action against
Ontrack.

EMPLOYEES

     As of March 5, 1998, the Company had a total of 291 full time employees,
including 95 in data recovery engineering, 51 in software development, 66 in
sales and marketing, 19 in customer support and 60 in administration and
finance.  None of the Company's employees are represented by a labor union or
are subject to a collective bargaining agreement.  The Company has never
experienced a work stoppage and believes its employee relations are good.

     The success of the Company depends in large part upon the ability of the
Company to recruit and retain qualified employees, particularly highly
skilled engineers.  The competition for such personnel is intense.  There can
be no assurance that the Company will be successful in retaining or
recruiting key personnel.

EXECUTIVE OFFICERS

     The executive officers of the Company are as follows:

<TABLE>
<CAPTION>

Name                     Age       Position
----                     ---       --------
<S>                      <C>       <C>
Michael W. Rogers        42        Chairman and Chief Executive Officer

John E. Pence            51        President and Director

Gary S. Stevens          41        Senior Vice President, Engineering and Director

Thomas P. Skiba          42        Vice President and Chief Financial Officer

John M. Bujan            53        General Counsel and Secretary

Tanna L. Moore           43        Vice President, Sales and Marketing

Stuart J. Hanley         37        Vice President, Worldwide Operations
</TABLE>

     MICHAEL W. ROGERS has served as Chief Executive Officer of the Company
since 1986 and as Chairman since 1989.  Additionally, Mr. Rogers has served
as a Director of the Company since 1985 and from 1989 to May 1996 as Chief
Financial Officer.  From 1980 to 1985, Mr. Rogers was employed by Control
Data Corporation ("CDC"), where he held several software engineering
positions.

     JOHN E. PENCE has served as President and as a Director of the Company
since 1985.  From 1971 to 1985, he was employed by CDC, where he held various
management positions.

     GARY S. STEVENS has served as Senior Vice President, Engineering and as
a Director of the Company since 1985.  From 1979 to 1985, Mr. Stevens was a
designer and diagnostic programmer of disk subsystems for CDC.

                                       9

<PAGE>

     THOMAS P. SKIBA has served as Vice President and Chief Financial Officer
of the Company since May 1996.  From 1992 to April 1996, Mr. Skiba was Chief
Financial Officer of IVI Publishing, Inc., a publicly-held electronic
publisher of health and medical information.

     JOHN M. BUJAN has served as General Counsel and Secretary to the Company
since March 1996.  From 1981 to March 1996, Mr. Bujan was the principal of
John M. Bujan, P.A., an Edina, Minnesota law firm concentrating in business
and commercial matters and computer software licensing.  From 1985 through
March 1996, John M. Bujan, P.A. provided legal services to the Company.

     TANNA L. MOORE has served as Vice President, Sales and
Marketing since June, 1997.  From January 1997 to June 1997 she was a
consulting director at Core Group, a firm that provides strategic consulting
services to the financial and high technology industries.  From July 1996 to
January 1997 Ms. Moore was an independent consultant.  From May 1991 through
July 1996 Ms. Moore held various Vice President positions at Ceridian
Corporation, a public company focused on providing information services.

     STUART J. HANLEY has served as Vice President, Worldwide Operations
since November 1997.  Mr. Hanley has been employed by the Company in various
capacities since 1987.

     ELECTION.  The Company's officers are elected by the Board of Directors.
The officers serve until their successors are elected or until their earlier
resignation, removal or death.

ITEM 2.  DESCRIPTION OF PROPERTY

     The Company maintains its headquarters in Minneapolis in approximately
47,900 square-foot facilities under leases which expire in January 1999.  The
Company also leases approximately 7,200 square feet of space in Los Angeles
under a lease expiring in July 2001; approximately 7,800 square feet of space
in Washington, D.C. under a lease expiring in May 2003; approximately 4,600
square feet of space in San Jose, California, under a lease expiring in
September 1999; and approximately 5,100 square feet of space in Secaucus, New
Jersey under a lease expiring in May 2003.

     The Company also leases space for its office in London, with
approximately 5,600 square feet of space under a lease that expires in
November 2000 and another 5,200 square feet of space under a lease that
expires in 2008. Approximately 8,600 square feet of space is leased for its
office in Stuttgart under a lease which expires in October 2001.

     The Minneapolis, Washington, D.C., Secaucus and Stuttgart leases each
have a three-to-five year option for extension.

ITEM 3.  LEGAL PROCEEDINGS

     Not applicable.

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

     None.

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                                   PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     Information as to the principal market on which the Company's common
stock is traded, market price information for the common stock of the
Company, the approximate number of holders of record as of December 31, 1997,
and the Company's dividend policy is incorporated herein by reference from
the 1997 Annual Report to Shareholders.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

     Management's Discussion and Analysis of Financial Condition and Results
of Operations is incorporated herein by reference from the 1997 Annual Report
to Shareholders.

ITEM 7.  FINANCIAL STATEMENTS

     The Consolidated Balance Sheets of the Company as of December 31, 1997
and 1996, and the related Consolidated Statements of Income, Shareholders'
Equity and Cash Flows for each of the three years ended December 31, 1997,
the Notes to the Consolidated Financial Statements and the Report of Price
Waterhouse LLP, independent accountants, is contained in the Company's 1997
Annual Report to Shareholders and is incorporated herein by reference.

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

     The information set forth in the Company's 1998 Proxy Statement under
the captions "Election of Directors" and "Section 16(a) Beneficial Ownership
Reporting Compliance" is incorporated herein by reference.  Information
regarding the executive officers of the Company is included under separate
caption in Part I of this Form 10-K.

ITEM 10.  EXECUTIVE COMPENSATION

     The information set forth in the 1998 Proxy Statement under the caption
"Executive Compensation" is incorporated herein by reference.

                                      11

<PAGE>

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information set forth in the 1998 Proxy Statement under the caption
"Security Ownership of Principal Shareholders and Management" is incorporated
herein by reference.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information set forth in the 1998 Proxy Statement under the caption
"Certain Transactions" is incorporated herein by reference.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

(a)       EXHIBITS.

<TABLE>
<CAPTION>

Exhibit
Number    Description
-------   -----------
<S>       <C>
3.1       Articles of Incorporation, as amended (incorporated by reference to
          Exhibit 3.1 of the Company's Registration Statement on Form SB-2 (File
          No. 333-05470C) as declared effective by the Commission on October 21,
          1996 (the "Form SB-2")).
3.2       Amended Bylaws (incorporated by reference to Exhibit 3.2 to the Form
          SB-2).
10.1      1996 Stock Incentive Plan (incorporated by reference to Exhibit 10.1
          to the Form SB-2).
10.2      Employee Stock Purchase Plan (incorporated by reference to Exhibit
          10.2 to the Form SB-2).
10.3      Non-Qualified Stock Option Plan (incorporated by reference to Exhibit
          10.3 to the Form SB-2).
10.4      License Agreement dated November 17, 1994 between the Company and Y-E
          Data, Inc.  (incorporated by reference to Exhibit 10.5 to the Form SB-2).
10.5      Lease for Minneapolis, Minnesota offices between the Company and
          Metropolitan Life Insurance Company dated November 2, 1988, as amended
          by Amendment to Lease dated August 28, 1989, Amendment #2 dated
          January 8, 1990, Amendment to Lease dated December 5, 1991, Amendment
          to Lease dated December 14, 1993, Second Amendment to Lease dated
          November 22, 1994 and Third Amendment to Lease dated as of January 30,
          1996 (incorporated by reference to Exhibit 10.6 to the Form SB-2).
10.6      Stock Transfer Agreement dated July 16, 1996 by and among Michael W.
          Rogers, Gary S. Stevens, John E. Pence, Rogers Family L.P., Stevens
          Family L.P. and Pence Family L.P. (incorporated by reference to
          Exhibit 10.7 to the Form SB-2).
10.7      Employment Agreement dated August 6, 1996 between the Company and
          Michael W. Rogers.  (incorporated by reference to Exhibit 10.8 to the
          Form SB-2).
10.8      Employment Agreement dated August 6, 1996 between the Company and Gary
          S. Stevens (incorporated by reference to Exhibit 10.9 to the Form SB-2).
10.9      Employment Agreement dated August 6, 1996 between the Company and John
          E. Pence (incorporated by reference to Exhibit 10.10 to the Form SB-2).
10.10     Letter Agreement dated April 11, 1996 between the Company and Thomas
          P. Skiba (incorporated by reference to Exhibit 10.11 to the Form SB-2).
10.11     Letter Agreement dated February 28, 1996 between the Company and John
          M. Bujan (incorporated by reference to Exhibit 10.12 to the Form SB-2).

                                      12

<PAGE>

10.12     Commercial Note, Revolving Loan Agreement, Security Agreement and
          Arbitration Agreement, each dated as of July 31, 1996, between the
          Company and Norwest Bank Minnesota, N.A. (incorporated by reference to
          Exhibit 10.15 to the Form SB-2).
10.13     Form of License Agreement with OEM Customers (incorporated by
          reference to Exhibit 10.16 to the Form SB-2).
13.1      1997 Annual Report to Shareholders
21.1      Subsidiaries of the Company
23.1      Consent of Price Waterhouse LLP
24.1      Power of Attorney, included in the Signature Page
27.1      Financial Data Schedule with respect to financial statements at
          December 31, 1997.
27.2      Financial Data Schedule with respect to financial statements at
          September 30 and December 31, 1996.
27.3      Financial Data Schedule with respect to financial statements at March
          31, June 30 and September 30, 1997.
</TABLE>

(b)       REPORTS ON FORM 8-K.   None.

                                      13

<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized on March 30, 1998.

                                            ONTRACK DATA INTERNATIONAL, INC.


                                            By /s/ Michael W. Rogers
                                               -------------------------------
                                               Michael W. Rogers, Chairman and
                                               Chief Executive Officer


                               POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes and
appoints Michael W. Rogers and Thomas P. Skiba, and each of them, his or her
true and lawful attorney-in-fact and agent, with full power of substitution,
to sign on his or her behalf, individually and in each capacity stated below,
all amendments and post-effective amendments to this Annual Report on Form
10-K and to file the same, with all exhibits thereto and any other documents
in connection therewith, with the Securities and Exchange Commission under
the Securities Exchange Act of 1934, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully
and to all intents and purposes as each might or could do in person, hereby
ratifying and confirming each act that said attorneys-in-fact and agents may
lawfully do or cause to be done by virtue thereof.

     Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed by the following persons on behalf of the
Registrant, in the capacities indicated, on March 30, 1998.

<TABLE>
<CAPTION>

Signature                     Title
---------                     -----
<S>                           <C>
/s/ Michael W. Rogers         Chairman and Chief Executive
-------------------------     Officer (principal executive officer)
Michael W. Rogers


/s/ John E. Pence             President and Director
-------------------------
John E. Pence


/s/ Thomas P. Skiba           Vice President and Chief Financial Officer
-------------------------     (principal financial and accounting officer)
Thomas P. Skiba


/s/ Gary S. Stevens           Senior Vice President, Engineering and Director
-------------------------
Gary S. Stevens


                                      14

<PAGE>

/s/ Roger D. Shober           Director
-------------------------
Roger D. Shober


/s/ Robert M. White           Director
-------------------------
Robert M. White, Ph.D.


/s/ Richard J. Runbeck        Director
-------------------------
Richard J. Runbeck


/s/ Jacqueline C. Morby       Director
-------------------------
Jacqueline C. Morby
</TABLE>

                                      15