**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 the Quarterly Period Ended March 31, 2001**

**OR**

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

**For the transition period from ________to _________**

**Commission file number 0-19872**

**WALKER INTERACTIVE SYSTEMS, INC.**
(Exact name of Registrant as specified in its Charter)



|**Delaware**                                                   | **95-2862954**                         
|-------------------------------------------------------------- | ---------------------------------------
|(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number)

**303 Second StreetSan Francisco, California     94107**(Address of Principal Executive Offices including Zip Code)

**(415) 495-8811**(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 reports), and (2) has been subject to such filing
requirements for the past 90 days.    YES [X]    NO [  ]

There were 14,848,563 Shares of $.001 Par Value Common Stock outstanding as of
                               May 8, 2001.







**WALKER INTERACTIVE SYSTEMS, INC.
      QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED MARCH  31, 2001
                                TABLE OF CONTENTS**



|**PART I.   FINANCIAL INFORMATION**                                                                                   | **Page No.**
|--------------------------------------------------------------------------------------------------------------------- | ------------
|                                                                                                                      |             
|Item 1.   Interim Consolidated Financial Statements
                  (unaudited):                                    |             
|                                                                                                                      |             
|Consolidated Balance Sheets at March 31, 2001 and
     December 31, 2000                                              | 3           
|                                                                                                                      |             
|Consolidated Statements of Operations for the
          
    three months ended March 31, 2001 and 2000               | 4           
|                                                                                                                      |             
|Consolidated Statements of Cash Flows for the
          
    three months ended March 31, 2001 and 2000               | 5           
|                                                                                                                      |             
|Notes to Financial Statements                                                                                         | 6           
|                                                                                                                      |             
|Item 2.   Management's Discussion and Analysis of Financial
                      Condition and Results of Operations | 8           
|                                                                                                                      |             
|Item 3.   Quantitative and Qualitative Disclosures About Market Risk                                                  | 18          
|                                                                                                                      |             
|**PART II.  OTHER INFORMATION**                                                                                       |             
|                                                                                                                      |             
|Item 6.   Exhibits and Reports on Form 8-K                                                                            | 19          
|                                                                                                                      |             
|**Signatures**                                                                                                        | 20          

---

**PART I -- FINANCIAL INFORMATION**

Item 1. Financial Statements
See notes to consolidated financial statements

---

**WALKER INTERACTIVE SYSTEMS, INC.

                          CONSOLIDATED BALANCE SHEETS**
(in thousands)

`March 31,   December 31,
                                                             2001         2000
                                                        ------------  ------------
                                                         (unaudited)
ASSETS                                                                            
Current assets:
   Cash and cash equivalents...........................      $5,170        $4,219
   Short-term investments..............................       3,411         5,400
   Accounts receivable, net of allowance for doubtful
     accounts of $1,000 - March 31, 2001 and $1,528 -
     December 31, 2000.................................      10,512         8,816
   Prepaid expenses....................................       1,189           854
   Other receivables...................................         331           370
                                                        ------------  ------------
       Total current assets............................      20,613        19,659
Property and equipment, net                                   1,941         2,121
Capitalized software, net of accumulated amortization
  of $48,647 - March 31, 2001 and $56,932 -
  December 31, 2000....................................       4,095         4,541
Long-term accounts receivable..........................       1,081         1,144
Other assets...........................................          94            95
                                                        ------------  ------------
Total assets...........................................     $27,824       $27,560
                                                        ============  ============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                    
Current liabilities:
   Accounts payable....................................      $2,373        $2,625
   Accrued liabilities.................................      11,142        11,614
   Deferred revenue....................................      13,717        12,706
                                                        ------------  ------------
       Total current liabilities.......................      27,232        26,945
Deferred revenue.......................................       2,268         2,551
Other long-term obligations............................       3,081         3,287
                                                        ------------  ------------
       Total liabilities...............................      32,581        32,783
                                                        ------------  ------------

Commitments and contingencies

Stockholders' equity (deficit)
   Common stock, $.001 par value: 50,000 shares
    authorized; issued 14,843 shares - March 31,
    2001; 14,661 shares - December 31, 2000............          15            15
   Additional paid-in capital..........................      76,672        76,458
   Accumulated other comprehensive income..............         625           501
   Accumulated deficit.................................     (82,069)      (82,197)
                                                        ------------  ------------
       Total stockholders' equity(deficit).............      (4,757)       (5,223)
                                                        ------------  ------------
Total liabilities and stockholders' equity (deficit)...     $27,824       $27,560
                                                        ============  ============`

See notes to consolidated financial statements

---

**WALKER INTERACTIVE SYSTEMS, INC.

               CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)**
(in thousands, except per share amounts)

`Three Months Ended
                                          March 31,
                                      ---------------------
                                         2001       2000
                                      ---------- ----------
REVENUES:                                                                                 
  License............................    $3,823       $826
  Maintenance........................     5,754      7,612
  Consulting.........................     3,057      6,012
                                      ---------- ----------
     Total revenues..................    12,634     14,450

OPERATING EXPENSES:                                                                       
  Costs of revenues:
     Costs of licenses,
      maintenance and consulting.....     4,051      7,858
     Amortization of
      capitalized software...........       763      1,327
  Sales and marketing................     3,174      4,573
  Product development................     2,589      3,023
  General and administrative.........     2,028      3,325
                                      ---------- ----------
     Total operating expenses........    12,605     20,106
                                      ---------- ----------
Operating income (loss)..............        29     (5,656)
     Interest income, net............       131        297
                                      ---------- ----------
Income (loss) before income taxes....       160     (5,359)
     Provision for income taxes......        25         48
                                      ---------- ----------

NET INCOME (LOSS)....................       135     (5,407)                               
                                      ========== ==========

BASIC NET INCOME (LOSS) PER SHARE....     $0.01     ($0.38)                               
                                      ========== ==========
Shares used to compute basic
     net income(loss) per share......    14,843     14,360
                                      ========== ==========

DILUTED NET INCOME (LOSS) PER SHARE..     $0.01     ($0.38)                               
                                      ========== ==========
Shares used to compute diluted
     net income (loss) per share.....    14,846     14,360

                                      ========== ==========`

See notes to consolidated financial statements

---

**WALKER INTERACTIVE SYSTEMS, INC.

               CONSOLIDATED STATEMENTS OF CASH FLOWS(UNAUDITED)**
(in thousands)

`Three Months Ended
                                                                     March 31,
                                                             ------------------------
                                                                 2001          2000
                                                             -----------  -----------
CASH FLOWS FROM OPERATING ACTIVITIES:                                                
     Net income(loss).......................................       $135      ($5,407)
     Adjustments to reconcile net income (loss) to
       net cash used by operating activities:
       Depreciation and amortization........................      1,078        1,898
       Change in allowance for doubtful accounts............       (528)        (864)
     Changes in operating assets and liabilities:
       Accounts receivable..................................     (1,066)       2,276
       Prepaids and other assets............................       (334)         (60)
       Accounts payable & accrued liabilities...............       (898)      (1,938)
       Deferred revenue.....................................        728          491
       Other................................................        120          625
                                                             -----------  -----------
           Net cash used by operations......................       (765)      (2,979)
                                                             -----------  -----------

CASH FLOWS FROM FINANCING ACTIVITIES:                                                
     Proceeds from employee stock purchase plan
       issuances and stock options exercised................        213          994
     Capital lease payments.................................        (39)          (1)
                                                             -----------  -----------
           Net cash provided by financing activities........        174          993
                                                             -----------  -----------

CASH FLOWS FROM INVESTING ACTIVITIES:                                                
     Purchases of short- and long-term investments..........     (1,055)        (499)
     Maturities of short-term investments...................      3,049           --
     Sales of short-term investments........................         --        1,710
     Purchases of property..................................       (135)        (319)
     Additions to capitalized software......................       (317)      (1,106)
     Other..................................................         --           (4)
                                                             -----------  -----------
           Net cash provided (used) by investing activities.      1,542         (218)
                                                             -----------  -----------

NET DECREASE  IN CASH AND CASH EQUIVALENTS..................        951       (2,204)
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD.............      4,219        9,187
                                                             -----------  -----------
CASH AND CASH EQUIVALENTS - END OF PERIOD...................     $5,170       $6,983 
                                                             ===========  ===========
Supplemental disclosure:
    Cash paid for income taxes..............................        $49          $94`

See notes to consolidated financial statements

---

WALKER INTERACTIVE SYSTEMS, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Amounts in thousands, except per share data)

1. SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles and include
all adjustments (consisting only of normal recurring adjustments) which the
Company considers necessary for a fair presentation of the financial position,
operating results and cash flows for those periods.  Results for the interim
periods are not necessarily indicative of the results for the entire year.
These consolidated financial statements and any notes thereto should be read in
conjunction with the audited consolidated financial statements included in the
Walker Interactive Systems, Inc. Annual Report on Form 10-K for the year ended
December 31, 2000.

1. EARNINGS PER SHARE

The Company calculates basic earnings per share ("EPS") and diluted
EPS in accordance with Statement of Financial Accounting Standards
("SFAS") No. 128, "Earnings per Share." Basic EPS is computed by
dividing net income (loss) by the weighted average number of common shares
outstanding for that period. Diluted EPS takes into account the effect of
dilutive instruments, such as stock options, and uses the average share price
for the period in determining the number of common stock equivalents that are to
be added to the weighted average number of shares outstanding.  Common stock
equivalents are excluded from the diluted loss per share calculation if the
effect would be antidilutive.

1. COMPREHENSIVE INCOME/(LOSS)
2. DIVESTITURES
3. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In June 1998 and June 1999, the Financial Accounting Standards Board issued
Statement of Financial Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities," and SFAS No. 137, "Accounting for
Derivative Instruments and Hedging Activities - Deferral of the Effective Date
of FASB Statement No. 133". These statements define derivatives, require that
all derivatives be carried at fair value and provide for hedge accounting when
certain conditions are met. SFAS No. 133, as amended, is effective for the
Company for its year ending December 31, 2001. Under SFAS No. 133, certain
contracts that were not formerly considered derivatives may now meet the
definition of a derivative. The Company evaluated the requirements of SFAS No.
133 and concluded that adoption of this statement, effective January 1, 2001,
had no material impact on the Company's financial position or results of
operations.

In December 1999, the Securities and Exchange Commission ("SEC") issued Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" (SAB
101). This summarizes certain areas of the SEC's views in applying generally
accepted accounting principles to revenue recognition in financial statements.
The effective date for implementation is no later than the fourth quarter of
fiscal years beginning after December 31, 1999. The Company implemented SAB 101
in the fourth quarter of fiscal 2000. This did not have a material adverse
effect on the Company's results of operations for fiscal 2000 or the first
quarter of 2001.  The Company believes that the implementation of SAB 101 will
not have a material adverse effect on the Company's results of operations for
the remainder of fiscal 2001.









WALKER INTERACTIVE SYSTEMS, INC.



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

The following discussion of results of operations and financial
condition of the Company should be read in conjunction with the Company's
unaudited financial statements and notes thereto included elsewhere in this Form
10-Q.  The report on this Form 10-Q contains forward-looking statements,
including statements related to industry trends and demand for mainframe
products, cash commitments and working capital requirements. Discussions
containing such forward-looking statements may be found in the material set
forth under "Management's Discussion and Analysis of Financial Condition
and Results of Operations," generally and specifically therein under the
captions "Recent Developments," "Liquidity and Capital
Resources," and "Additional Risk Factors." Actual events or
results may differ materially from those discussed herein.  The Company
disclaims any obligation to update these forward-looking statements as a result
of subsequent events.  The risk factors on pages 12 through 18, among others,
should be considered in evaluating the Company's prospects and future financial
performance.

Walker designs its software products specifically for the Internet
architecture and business to business ("B2B") e-business models.  The
Company believes that its architecture is among the most scalable and adaptable
for the enterprise-level business software.  The Company's strategy is to offer
enterprise financial, operational and analytical e-business solutions to a
variety of industries.  Walker's e-business solutions support and enhance
enterprise-wide financial, operational and analytic processes, including
procurement, revenue management, financial management and insight, business
planning, budgeting, forecasting and financial consolidation.  The Company's
software products utilize the Microsoft Windows operating systems on the
desktop, NT, UNIX and S/390 operating systems on the server and industry-leading
On Line Analytical Processing ("OLAP"), Relational Database Management
Systems ("RDBMS") including IBM's DB2 and DB2 OLAP server, Hyperion
Solutions' Essbase and Microsoft  SQL/Server.  Walker e-business solutions
utilize the latest-generation IBM eServer zSeries Web Application Server.  In
addition, Walker utilizes iSeries, pSeries and xSeries as an integral part of
its e-business strategy for Walker's analytic solutions.

RECENT DEVELOPMENTS

The Company divested its IMMPOWER product line in April 2000 and its Aptos
product line in October 2000.  For the first quarter of 2000, revenues and
operating expenses from these divested product lines were $2.1 million and $2.8
million, respectively.

During the quarter ended September 30, 2000 the Board of Directors approved a
strategic restructuring plan designed to reduce costs and strengthen the
Company's position to successfully execute its e-business strategy.  The Company
recorded pretax restructuring charges totaling $1.9 million, primarily severance
costs related to involuntary employee terminations, and an impairment charge of
$4.8 million, primarily related to its legacy Tamaris software product. As of
March 31, 2001, approximately $460,000 of the restructuring charges has not yet
been paid out, the majority of which relates to long-term lease obligations.

The product line divestitures and the on-going effect of the strategic
restructuring have reduced both total revenues and operating costs when
comparing the first quarters ending March 31, 2001 and 2000.

On March 5, 2001, the Company announced that its common stock was removed
from the Nasdaq National Market and became eligible for trading on the OTC
Bulletin Board under the symbol "WALK.OB". Nasdaq's decision to delist the
Company's common stock from the Nasdaq National Market was based primarily on
the Company's net tangible assets, as defined by Nasdaq, falling below the
minimum requirement.

RESULTS OF OPERATIONS



REVENUES.

Total revenues for the three months ended March 31, 2001 were $12.6 million,
a decrease of $1.8 million, or 12.6%, as compared to the three months ended
March 31, 2000.  The decrease in total revenues relates primarily to divested
product lines.

License revenues for the three months ended March 31, 2001 were $3.8 million,
an increase of $3.0 million, or 362.8%, as compared to the three months ended
March 31, 2000. The Company's e-business enterprise solutions have a long sales
cycle as collaborative commerce involves coordination with multiple vendors,
which generally increases the value of each transaction and adds time and
complexity to the process.  The Company was in the early stage of its transition
to e-business solutions during the quarter ended March 31, 2000 whereas the
Company executed several significant license agreements during the quarter ended
March 31, 2001.

Maintenance revenues for the three months ended March 31, 2001 were
$5.8 million, a decrease of $1.9 million, or 24.4%, as compared to the three
months ended March 31, 2000.  Approximately $800,000 of the decrease relates to
divested product lines with the balance attributable to legacy product lines as
lower license revenues during 2000 resulted in the lapse of maintenance
contracts in excess of new contracts and renewals.

Consulting revenues for the three months ended March 31, 2001 were
$3.1 million, a decrease of $3.0 million, or 49.1%, as compared to the three
months ended March 31, 2000. Approximately $1.2 million of the decrease relates
to divested product lines.  The remaining decrease in consulting revenues is
primarily attributable to a reduction in implementation engagements as a
consequence of lower license revenues in  recent quarters.

COSTS OF LICENSES, MAINTENANCE AND CONSULTING.

Costs of licenses, maintenance and consulting were $4.1 million for the three
months ended March 31, 2001, representing 32.1% of total revenues, and $7.9
million for the three months ended March 31, 2000, representing 54.4% of total
revenues.

The costs of licenses as a percentage of license revenues decreased in
the three months ended March 31, 2001 as compared to the three months ended
March 31, 2000. The decrease results from the Company selling a higher
proportion of products that utilize the Company's own technology rather than
technology licensed from third parties.

The cost of maintenance, as a percentage of related revenue, decreased in
the three months ended March 31, 2001 as compared to the three months ended
March 31, 2000. The decrease is mainly due to lower employee related costs in
the three months ended March 31, 2001 resulting from the Company's restructuring
actions in the third quarter of fiscal 2000.

The costs of consulting, as a percentage of related revenue, decreased in
the three months ended March 31, 2001 as compared to the three months ended
March 31, 2000.The decrease in the three months ended March 31, 2001 as
compared to the three months ended March 31, 2000 reflects the effect of the
restructuring actions taken in the third quarter of 2000 together with a
relative reduction in the use of outside contractors in 2001.

SALES AND MARKETING.

Sales and marketing costs for the three months ended March 31, 2001 were $3.2
million, a decrease of $1.4 million, or 30.6%, as compared to the three months
ended March 31, 2000. As a percentage of total revenues, sales and marketing
expenses were 25.1% and 31.6% in the three months ended March 31, 2001 and 2000,
respectively. The decrease is attributable to reduced discretionary spending and
reduced sales and marketing employee related costs.



PRODUCT DEVELOPMENT.

Product development related expenses, excluding amortization of capitalized
software, were as follows:

`Three Months Ended
                                          March 31,
                                      -------------------
                                         2001      2000
                                      --------- ---------
Product development expenditures.....   $2,906    $4,129
Less:
   Additions to capitalized software.     (317)   (1,106)
                                      --------- ---------
Product development expense..........   $2,589    $3,023
                                      ========= =========`



Net product development expense decreased $434,000, or 14.4%, in the three
months ended March 31, 2001 as compared to the three months ended March 31, 2000
and was 20.5% and 20.9% of total revenues, respectively.  For the three months
ended March 31, 2001, total product development expenditures decreased $1.2
million reflecting the effect of product line divestitures and restructuring
actions.  RareVision costs were approximately $1.1 million for the quarter ended
March 31, 2001.  Additions to capitalized software decreased $789,000, or 71.3%,
in the first quarter of fiscal 2001 as compared to the first quarter of fiscal
2000 and were 10.9% and 26.8% of product development expenditures, respectively.
The decrease in software costs capitalized in the three months ended March 31,
2001 is primarily attributable to a larger portion of product development
resources being allocated to projects that do not meet the Company's
capitalization criteria.  During the three months ended March 31, 2000,
significant research and development resources were allocated to the company's
e2 product that was launched in the following quarter.

AMORTIZATION OF CAPITALIZED SOFTWARE.

Capitalized software amortization in the three months ended March 31, 2001
was $763,000, a decrease of $564,000, or 42.5%, as compared to the three months
ended March 31, 2000. Amortization has decreased since the third quarter of
fiscal 2000 due to the impairment of $4.8 million of capitalized software during
that quarter as part of the Company's restructuring actions.

GENERAL AND ADMINISTRATIVE.

General and administrative expenses in the three months ended March 31, 2001
were $2.0 million, a decrease of $1.3 million, or 39.0%, as compared to the
three months ended March 31, 2000. As a percentage of total revenues, general
and administrative expenses were 16.1% and 23.0% in the three months ended March
31, 2001 and 2000, respectively.  The decrease in the three months ended March
31, 2001 is primarily due to the effect of the product line divestitures and
lower employee and facilities costs resulting from the Company's restructuring
actions during the third quarter of 2000.

PROVISION FOR INCOME TAXES.

In the three months ended March 31, 2001, the Company provided $25,000 for
state and foreign income taxes that could not be offset against net operating
loss carryforwards. In the three months ended March 31, 2000, the Company
recorded an income tax expense of $48,000 associated with state and foreign
taxes.

LIQUIDITY AND CAPITAL RESOURCES



As of March 31, 2001, the Company's principal sources of liquidity included
cash, cash equivalents and short-term investments aggregating $8.6 million. In
addition, in March 2001 the Company replaced its $6.0 million line of credit,
secured by marketable securities, with a new credit facility. Under the terms
of the new credit facility, which is renewable annually, the Company may borrow
up to $6.0 million, dependent upon the amount of eligible accounts receivable,
as defined in the agreement.

The Company's operating activities used cash of $765,000 and $3.0 million in
the three months ended March 31, 2001 and March 31, 2000, respectively. Cash
flows from operating activities for the three months ended March 31, 2001
primarily reflected increases in accounts receivable of $1.1 million and
decreases in accounts payable and accrued expenses of $900,000, offset by
depreciation and amortization of $1.1 million. Cash flows from operating
activities for the three months ended March 31, 2000 primarily reflected a net
loss of $5.4 million; increases in depreciation and amortization of $1.9
million; decreases in accounts receivable of $2.3 million and decreases in
accounts payable and accrued expenses of $1.9 million.

Financing activities provided $174,000 and $1.0 million in cash during the
three months ended March 31, 2001 and March 2000, respectively, substantially
all of which comprised proceeds from the issuance of stock under the Company's
employee stock purchase plan and proceeds from stock options exercised.

Investing activities provided $1.5 million in cash during the three
months ended March 31, 2001 and used $218,000 in cash during the three months
ended March 31, 2000.  The major cash flows in the three months ended March 31,
2001 comprised net investment activity totaling $2.0 million, offset by
additions to capitalized software of $317,000 and fixed asset purchases of
$135,000. The major cash flows in the three months ended March 31, 2000
comprised net investment activity totaling $1.2 million, offset by additions to
capitalized software of $1.1 million and fixed asset purchases of $319,000.



The Company believes that its principal sources of liquidity, which include
cash and cash equivalents of $8.6 million as of March 31, 2001 and funds
expected from operations will satisfy the Company's currently anticipated
working capital and capital expenditure requirements for at least the next
twelve months. In addition, the Company has a credit facility that provides for
up to $6.0 million of borrowings, dependent upon the amount of eligible accounts
receivable, as defined in the agreement. However, there can be no assurance that
the Company will not need to raise additional capital to fund operations within
this period.  There can be no assurance that additional financing can be
obtained on acceptable terms, or at all.  If additional funds are raised by
issuing equity securities, dilution to stockholders may result.  If adequate
funds are not available, the Company may be harmed.

ADDITIONAL RISK FACTORS

The Company operates in a rapidly changing
environment that involves numerous risks and uncertainties which could have a
material adverse effect on the Company. The following discussion details some,
but not all, of these risks and uncertainties.

FLUCTUATION IN OPERATING RESULTS

The Company's operating results fluctuate as a result of a variety
of factors including:

> (i) the execution of new license agreements;

> (ii) the shipment of software products;

> (iii) customer acceptance criteria for services performed;

> (iv) completion of milestone or other significant development
> requirements pursuant to the Company's license agreements;

> (v) the financial terms of consulting agreements and the inclusion
> of fixed as opposed to variable pricing;

> (vi) third-party royalty payments for licensed software;

> (vii) the demand for the Company's products and services;

> (viii) changes in the Company's product mix;

> (ix) the development and launch of new products, and the life cycles
> of the Company's existing products;

> (x) research and development expenditures required to update and
> expand the Company's product portfolio and related third-party consulting costs;

> (xi) sales and marketing expenses generally related to the entry
> into new markets with new or existing products and maintenance of market share
> in existing markets;

> (xii) acquisitions and the integration and development of acquired
> entities or products;

> (xiii) competitive conditions in the industry; and

> (xiv) general economic conditions.

As a result, the Company believes that period-to-period comparisons of its
operating results are not necessarily meaningful and should not be relied upon
as indications of future performance.

The Company's quarterly operating results are particularly dependent on the
number of license agreement bookings executed in each quarter. The amount of
quarterly bookings has varied substantially from quarter to quarter due to a
variety of reasons including:

> (i) a high proportion of license agreements are negotiated during the latter
> part of each quarter and these negotiations may not be completed before the
> quarter end;

> (ii) the sales cycles for some of the Company's products are
> relatively long due to the Company's focus on "enterprise solutions" as opposed
> to individual products, which adds complexity to the customer's selection,
> negotiation and approval process;

> (iii) the Company's longer sales cycle resulting from its transition
> to e-business, as the transition to collaborative commerce involves coordination
> with multiple vendors that can delay the sales process;

> (iv) the amount related to each booking may vary significantly due
> to the need for different solutions for different customers;

> (v) procurement procedures may vary from customer to customer, which
> may affect the timing of the bookings;

> (vi) the period for a customer to complete product evaluations and
> to complete any subsequent purchase approval may be delayed due to resource
> limitations; and

> (vii) economic, political and industrial conditions can adversely
> affect business opportunities without notice.

In addition, bookings that are executed during a
particular quarter may not be recognized as revenue during such quarter because
such bookings may not have met the Company's revenue recognition criteria. No
assurance can be given that the Company will be able to effect new bookings in
accordance with historical results or management's expectations, and the
inability of the Company to do so could have a material adverse effect on the
Company's operating results.

While the Company typically sells its software under
a standard license agreement, license agreements associated with large
enterprise solutions often require the negotiation of terms and conditions that
differ substantially from the Company's standard license agreement terms. The
negotiation of these agreements may extend the sales cycle. The Company may not
always obtain terms and conditions that permit the recognition of revenue upon
shipment of the licensed product or under the percentage of completion method of
contract accounting rules. Accordingly, revenue may not be recognized after
shipment of a product because specified milestones have not been met or because
applicable services have not been completed.

The Company has and expects to enter into fixed-price
consulting agreements, particularly in response to increased competition in the
industry. The Company has recognized lower profit margins on certain fixed-price
service agreements when compared to variable agreements. No assurance can be
given that the Company will be able to conclude fixed-price agreements on terms
that will allow the Company to achieve acceptable operating margins.

The Company has historically generated a majority of
its consulting revenue from pre- and post-implementation services. The Company
has provided services that include, but are not limited to, Year 2000 readiness
engagements, best practice solution engagements and other hardware and software
solutions. The Company intends to continue its pursuit of consulting engagements
for which the Company believes it is qualified. There can be no assurances that
these engagements will result in profit margins equal to or greater than those
engagements that are specific to a customer's product implementation. Also,
there can be no assurances that consulting revenue generated from non-
implementation related projects will continue in the future.

Employee and facility related expenditures comprise a
significant portion of the Company's operating costs and expenses, and are
therefore relatively fixed over the short term. In addition, the Company's
expense levels are based, in significant part, on the Company's forecasted
revenue. If revenue levels fall below expectations, operating results are likely
to be adversely affected. There can be no assurance that the Company will be
able to achieve profitability on a quarterly or annual basis in the future. Any
of the foregoing factors could cause the Company's future operating results to
fall below the expectations of public securities market analysts, which could
have an adverse effect on the trading price of the Company's common stock. See
"Volatility of Stock Price."

Nasdaq DELISTING

The Company received a Nasdaq Staff Determination indicating that
the Company failed to comply with the listing requirements of the Nasdaq
National Market. A determination was made by the Panel on March 5, 2001 to
delist the Company's securities from the Nasdaq Stock Market effective with the
open of business March 6, 2001. As of March 6, 2001 the Company's stock has
traded on the Over the Counter ("OTC") Bulletin Board. This is
generally considered a less efficient market, and the Company's stock price, as
well as the liquidity of its common stock, may be adversely affected as a
result.

VOLATILITY OF STOCK PRICE

Technology companies, including the Company,
frequently experience volatility in their common stock prices. Factors such as
quarterly fluctuations in results of operations, announcements of technological
innovations by the Company or its competitors or the introduction of new
products by the Company or its competitors and macroeconomic conditions in the
computer hardware and software industries generally may have a significant
adverse impact on the market price of the Company's stock. If revenues or
earnings in any quarter fail to meet the expectations of the investment
community, there could be an immediate impact on the Company's stock price. In
addition, the Company has issued shares and stock options, which, if sold
directly or exercised and sold on the open market in large concentrations, could
cause the Company's stock price to decline in the short term. Furthermore, the
stock market has from time to time experienced extreme price and volume
fluctuations which have particularly affected the market price for many
technology companies, in some cases unrelated to the operating performance of
those companies. These broad market fluctuations may materially adversely affect
the market price of the stock of the Company.

RELIANCE ON THIRD PARTY TECHNOLOGY

The Company generates revenue from
internally developed software products, some of which utilize technology
licensed from third parties. The Company expects to continue utilizing third
party technology and may enter into agreements with additional business
partners. If sales of software utilizing third party technology increase
disproportionately, gross margins may be below historical levels due to third
party royalty obligations. There can be no assurances that the third parties
will renew existing agreements with the Company or will not require financial
conditions that are unfavorable to the Company. In addition, there can be no
assurances that existing third party agreements will not be terminated.

INDUSTRY

Certain software companies, including the
Company, have experienced significant economic downturns as a result of
technological shifts and competitive pressures. These downturns are
characterized by decreased product demand, price erosion, work slowdowns and
layoffs. The Company's operations may, in the future, experience substantial
fluctuations from period to period because of such industry patterns and general
economic and political conditions which could affect the timing of orders from
customers. There can be no assurance that such factors will not have a
materially adverse effect on the Company's business, operating results or
financial condition.

INTERNATIONAL

The Company will continue its presence in
international markets by marketing its B2B e-business solutions for the
enterprise to Global 2000 organizations. Risks associated with such pursuits
include, but are not limited to, the following: changing market demands,
economic and political conditions in foreign markets, foreign exchange
fluctuations, longer collections cycles, difficulty in managing a geographically
dispersed organization and changes in international tax laws. Operating results
are likely to be adversely affected if the Company's operations in international
markets are not successful.

COMPETITION

The business and financial applications
software market for large, complex organizations is intensely competitive. The
Company's principal competitors with e-business solutions are SAP AG, Oracle
Corporation and PeopleSoft, Inc. With the Horizon suite of analytic
applications, the Company principally competes with Hyperion Solutions
Corporation and Comshare, Inc.

The Company also competes to a lesser extent with
other independent software application vendors. Some of the Company's current
and potential competitors have substantially greater financial, technical,
marketing and sales resources than the Company. Some of these competitors also
offer business application products not offered by the Company, primarily in the
areas of human resources and manufacturing. However, Walker remains one of the
few companies committed to providing and enhancing applications for the
mainframe environment. Most of the competitors listed above compete with Walker
by offering UNIX-based applications.

The Company encounters competition from a broader
range of firms in the market for professional services. Principal competitors
include Accenture (formerly Andersen Consulting) and IBM Global Services, the
consulting divisions of the major accounting firms, all of which possess greater
resources than the Company, and niche-consulting firms that specialize in the
Company's products and compete primarily on the basis of price of services
provided.

The principal competitive factors in the market for
business and financial applications software and services include product
functionality, flexibility, portability, integration, reliability, performance,
product availability, speed of implementation, quality of customer support and
user documentation, vendor reputation, experience, financial stability, cost
effectiveness and price. The Company believes that it competes favorably with
respect to these factors. There can be no assurance, however, that the Company
will be able to compete successfully in the future.

RAPID TECHNOLOGICAL CHANGE

The software industry is characterized by
rapid technological change. The pace of change has accelerated due to advances
in mainframe and client/server technology and the growth in Internet, Intranet
and extranet utilization. The Company expects to evaluate potential
opportunities and may invest in those that are compatible with the Company's
strategic direction. However, there can be no assurance that any such
investments will be profitable. The Company's products are also designed
primarily for use with certain mainframe and client/server systems. The
introduction of products embodying new technologies and the emergence of new
industry standards can render existing products obsolete. Accordingly, the
Company's future success depends in part upon its ability to continue to enhance
its current products and to develop and introduce new products that respond to
evolving customer requirements and keep pace with technological development and
emerging industry standards, such as new operating systems, hardware platforms,
interfaces and third party applications software.

> There can be no assurances that:

> (i) the Company will be successful in developing and marketing
> product enhancements or new products that respond to technological change,
> changes in customer requirements or emerging industry standards;

> (ii) the Company will not experience difficulties that could delay
> or prevent the successful development, introduction and marketing of such
> products and enhancements; or

> (iii) any new products or enhancements that it may introduce will
> achieve market acceptance.

PRODUCT DEVELOPMENT

The Company's continued success is dependent
on its continued ability to introduce, develop and market new and enhanced
versions of its software products, although there can be no assurance that this
process can be maintained. The Company plans to continue its investment in
product development in future periods. However, there can be no assurance that
revenues will be sufficient to support the future product development that is
required for the Company to be competitive. Although the Company may be able to
release new products in addition to enhancements to existing products, there can
be no assurance that the Company's new or upgraded products will be accepted,
will not be delayed or canceled, or will not contain errors or "bugs" that could
affect the performance of the product or cause damage to users' data.

PROPRIETARY RIGHTS

The Company regards its products as
proprietary. Through its license agreements with customers and its internal
security systems, confidentiality procedures and employee agreements, the
Company has taken steps to maintain the trade secrecy of its products. However,
there can be no assurances that misappropriation will not occur. In addition,
the laws of some countries do not protect the Company's proprietary rights to
the same extent as do the laws of the United States. There can be no assurance
that the confidentiality of any proprietary information will provide any
meaningful competitive advantage. The Company has no patents relating to its
products. The Company believes that, because of the rapid pace of technological
change in the computer software industry, that patents and copyrights are less
significant than factors such as the knowledge, ability and experience of the
Company's employees, frequent product enhancements and the timeliness and
quality of support services. There can be no assurance that the Company's
current efforts to retain its products as proprietary will be adequate.

Although the Company believes that its products do
not infringe upon the proprietary rights of third parties, there can be no
assurance that third parties will not assert infringement claims against the
Company in the future with respect to current or future products or that any
such assertions will not require the Company to enter into royalty arrangements
or result in costly litigation.

PRODUCT LIABILITY

The Company's license agreements with its
customers contain provisions designed to limit the Company's exposure to
potential product liability claims. It is possible, however, that the limitation
of liability provisions contained in such license agreements may not be enforced
as a result of international, federal, state and local laws or ordinances or
unfavorable judicial decisions. The license and support of the Company's
software for use in mission critical applications creates the risk of product
liability claims against the Company. Damage liability or injunctive relief
resulting from such a claim could cause a materially adverse impact on the
Company's business, operating results and financial condition.

EMPLOYEES

The Company believes that its continued
success will depend in large part upon its ability to attract, train and retain
highly skilled technical, sales, marketing and managerial personnel. Because of
the high level of demand, competition for such personnel is intense and the
Company sometimes experiences difficulty in locating candidates with appropriate
qualifications or within desired geographic locations. Revenue growth is
dependent on the Company's ability to attract, train, retain and productively
manage such personnel.

FACILITIES

The Company has its headquarters in San Francisco, California under a lease
that expires in 2007. Although commercial building vacancy rates have been low
in San Francisco, recent changes in the technology sector have resulted in a
significant increase in available office space. The Company's San Francisco
headquarters office space exceeds its current needs, and the Company is seeking
to reduce this excess office space. Failure to do so on commercially acceptable
terms may adversely affect the Company's operations and financial results.

ACQUISITION-RELATED RISKS

The Company has acquired and may continue to acquire complimentary
businesses, products or technology. The process of integrating an acquired
company's business into the Company's operations may result in unforeseen
operating difficulties and expenditures and may require significant management
attention that would otherwise be available for the ongoing development of the
Company's business. There can be no assurance that any anticipated benefits of
an acquisition will be realized. Future acquisitions by the Company could result
in potentially dilutive issuances of equity securities, the incurrence of debt
and contingent liabilities and amortization related to goodwill and other
intangible assets, which could materially affect the Company's operating results
and financial condition. Acquisitions involve numerous risks, including
difficulties in the assimilation of operations, technologies and products of the
acquired company, risks associated with entering markets in which the Company
has no or limited direct prior experience and the potential loss of key
employees of the acquired company.

Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There were no material changes in the reported market risks since
December 31, 2000.



PART II.  OTHER INFORMATION

Item 6.	EXHIBITS AND REPORTS ON FORM 8-K



1. Exhibits
2. Reports on Form 8-K

The Company filed a report on Form 8-K on March 8, 2001 pertaining to
Nasdaq's
decision to delist the Company's common stock from the Nasdaq National Market
on
March 5, 2001.

---

**WALKER INTERACTIVE SYSTEMS, INC.**

**SIGNATURES**

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



| |                                 
| | --------------------------------
| | WALKER INTERACTIVE SYSTEMS, INC.

| |             
| | ------------
| | (Registrant)



| |     |                      
| | --- | ---------------------
| | By: | /s/ Stanley V. Vogler

| |                                             
| | --------------------------------------------
| |                                             
| | Stanley V. Vogler                           
| | Chief Financial Officer                     
| | (Principal Financial and Accounting Officer)

---