SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  -------------

                                    FORM 10-Q

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

                For the quarterly period ended December 31, 1996

                         Commission File number: 0-28202

                            WALSH INTERNATIONAL INC.
             (Exact Name of Registrant as Specified in its Charter)


            Delaware                                             51-0309207
----------------------------------                        ----------------------
   (State or Other Jurisdiction                              (I.R.S. Employer
 of Incorporation or Organization)                        Identification Number)

 105 Terry Drive, Suite 118, Newtown, Pennsylvania                 18940
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                         (Zip Code)


Registrant's Telephone Number, Including Area Code                 215-860-4949
                                                                   -------------


           ----------------------------------------------------------
              (Former Name, Former Address and Former Fiscal Year,
                          if Changed Since Last Report)

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

          Yes  x     No
              ---       ---

         As of January  31,  1997 there were  outstanding  10,502,085  shares of
         Common Stock of Walsh International Inc.


<PAGE>




                    WALSH INTERNATIONAL INC. AND SUBSIDIARIES

                               INDEX TO FORM 10-Q


                                                                     Page Number
                                                                     -----------

PART I   FINANCIAL INFORMATION
------   ---------------------

Item 1.  Financial statements

         Consolidated Statements of Operations (unaudited) for the Three
         and Six Months Ended December 31, 1996 and 1995......................3

         Consolidated Balance Sheets as of December 31, 1996
         (unaudited) and June 30, 1996........................................4

         Consolidated Statements of Cash Flows (unaudited) for the
         Six Months Ended December 31, 1996 and 1995..........................5

         Notes to Consolidated Financial Statements...........................6


Item 2.  Management's Discussion and Analysis of Results of
         Operations and Financial Condition...................................8


PART II  OTHER INFORMATION
-------  -----------------

Item 6.  Exhibits and Reports on Form 8-K....................................10

         Signatures..........................................................11



<PAGE>



PART 1.                            FINANCIAL INFORMATION

Item 1.                            FINANCIAL STATEMENTS
                           WALSH INTERNATIONAL AND SUBSIDIARIES

                           CONSOLIDATED STATEMENTS OF OPERATIONS

Dollars in thousands, except per share amounts, unaudited
<TABLE>
<CAPTION>

                                                  ---------------------------------------------------
                                                                Three Months Ended                   
                                                    December 31,                  December 31,       
                                                  ----------------------------------------------     
                                                          1996                      1995       
                                                  --------------------        ------------------     
<S>                                                 <C>                         <C>                  
Revenue                                             $        13,353             $      11,773        
                                                  --------------------        ------------------     
Costs and expenses:

  Production costs                                            4,921                     4,409        

  Selling, general and administrative
  expenses                                                    6,117                     5,286        

  Research and development costs                                957                       831        

  Amortization of intangible assets                              36                        28        
                                                  --------------------        ------------------     
Total costs and expenses                                     12,031                    10,554        
                                                  --------------------        ------------------     

Operating profit                                              1,322                     1,219        

Interest income                                                 229                       243        

Interest expense                                                (79)                     (592)       

Minority Interest                                                39                         -        
                                                  --------------------        ------------------     
Income from continuing operations
  before income taxes                                         1,511                       870        


Income tax benefit (provision)                                 (388)                      534        
                                                  --------------------        ------------------     

Income  from continuing operations                            1,123                     1,404        

Discontinued operations:

Loss from discontinued operations, net                            -                      (958)       
                                                                                                     
                                                  --------------------        ------------------
Net income (loss)                                   $         1,123             $         446        
                                                  ====================        ==================     

Income per share from continuing operations         $          0.11             $        0.19        

Loss per share from discontinued operations,
net                                                               -                     (0.13)       

                                                  --------------------        ------------------     
Net income (loss) per share                         $           0.11            $        0.06        
                                                  ====================        ==================     

Shares used in computing income (loss) per
share                                                     10,648,239                 7,424,527       
</TABLE>

<PAGE>

Item 1.                               FINANCIAL STATEMENTS
                              WALSH INTERNATIONAL AND SUBSIDIARIES
                                          (continued)
                              CONSOLIDATED STATEMENTS OF OPERATIONS

Dollars in thousands, except per share amounts, unaudited
<TABLE>
<CAPTION>
                                                  -------------------------------------------------
                                                                   Six Months Ended
                                                     December 31,                    December 31,
                                                   ------------------------------------------------
                                                                  1996                      1995
                                                   ----------------------        ------------------
<S>                                                  <C>                           <C>          
Revenue                                              $          26,111             $      22,073
                                                   ----------------------        ------------------

Costs and expenses:

  Production costs                                               9,774                     8,888

  Selling, general and administrative
  expenses                                                      12,195                    10,277

  Research and development costs                                 1,919                     1,728

  Amortization of intangible assets                                 72                        56
                                                   ----------------------        ------------------
Total costs and expenses                                        23,960                    20,949
                                                   ----------------------        ------------------

Operating profit                                                 2,151                     1,124

Interest income                                                    419                       524

Interest expense                                                  (133)                   (1,188)

Minority Interest                                                  112                         -
                                                   ----------------------        ------------------
Income from continuing operations
  before income taxes                                             2,549                      460


Income tax benefit (provision)                                    (624)                      511
                                                   ----------------------        ------------------

Income  from continuing operations                               1,925                       971

Discontinued operations:

Loss from discontinued operations, net                               -                    (1,755)
                                                   ----------------------        ------------------
                                                  
Net income (loss)                                    $           1,925             $        (784)
                                                   ======================        ==================

Income per share from continuing operations          $            0.18             $        0.13

Loss per share from discontinued operations,
net                                                                  -                     (0.23)

                                                   ----------------------        ------------------
Net income (loss) per share                          $            0.18             $       (0.10)
                                                   ======================        ==================

Shares used in computing income (loss) per
share                                                        10,651,030                 7,584,850


                              The accompanying notes are an integral part of these financial statements
</TABLE>

                                        3
<PAGE>



                    WALSH INTERNATIONAL INC AND SUBSIDIARIES
                           Consolidated Balance Sheets

Dollars in thousands
<TABLE>
<CAPTION>
                                                                     ------------------------------------------------------
                                                                       December 31,                              June 30,
                                                                     ------------------------------------------------------
                                                                               1996                             1996
                                                                     ------------------------        ----------------------
<S>                                                                    <C>                             <C>              
ASSETS
Current Assets:                                                            (Unaudited)
  Cash and cash equivalents                                            $             6,010             $           8,629
  Marketable securities                                                             10,416                         9,992
  Accounts receivable, principally trade                                            15,071                        13,050
  Prepaid expenses and other current assets                                          1,012                           923
                                                                     ------------------------        ----------------------
Total current assets                                                                32,509                        32,594
Property and equipment, net                                                          4,600                         4,663
Goodwill, net                                                                        3,495                         3,551
Other assets, net                                                                    3,653                         3,209
                                                                     ------------------------        ----------------------
Total assets                                                           $            44,257             $          44,017
                                                                     ========================        ======================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
  Current maturities of long-term debt                                 $                14             $              12
  Current portion of  capital lease obligations                                        455                           443
  Accounts payable                                                                   9,110                         7,808
  Accrued liabilities                                                               13,345                        17,467
  Unearned income                                                                    5,928                         4,541
                                                                     ------------------------        ----------------------
Total current liabilities                                                           28,852                        30,271
                                                                     ------------------------        ----------------------
Long-term debt                                                                       1,084                         1,105
Capital lease obligations                                                            1,584                         1,652
Other liabilities                                                                    5,980                         6,295
Minority interest                                                                       37                           148
Commitments
Stockholders' equity:
  Common stock, $0.01 par value, 20,000,000 shares
  authorized and 10,517,210 and 10,484,835 shares issued,
  respectively.                                                                        105                           105
Paid-in capital                                                                    119,379                       119,175
Accumulated deficit                                                               (113,024)                     (114,948)
Cumulative translation adjustment                                                      663                           675
Unrealized gain (loss) on available for sale securities, net of
  tax                                                                                   54                            (4)
Treasury stock, at cost, 20,750 shares                                                (457)                         (457)
                                                                     ------------------------        ----------------------
Total stockholders' equity                                                           6,720                         4,546
                                                                     ------------------------        ----------------------
Total liabilities and stockholders' equity                             $            44,257             $          44,017
                                                                     ========================        ======================
</TABLE>


    The accompanying notes are an integral part of these financial statements

                                        4

<PAGE>

                    WALSH INTERNATIONAL INC AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>

Dollars in thousands, unaudited
                                                                    ---------------------------------------------
                                                                                  Six Months Ended
                                                                                    December 31,
                                                                    ---------------------------------------------
                                                                           1996                       1995
                                                                    ------------------        -------------------
<S>                                                                   <C>                       <C>           
Net cash flows provided by (used in) operating activities             $        (396)            $           90
                                                                    ------------------        -------------------
Cash flows used in investing activities:
  Purchases of marketable securities                                           (366)                         -
  Capital expenditures                                                         (572)                      (338)
  Capitalized software                                                         (482)                      (500)
                                                                    ------------------        -------------------
Net cash used in investing activities                                        (1,420)                      (838)
                                                                    ------------------        -------------------
Cash flows (used in) provided by financing activities:
  Collateral receipts                                                             -                      1,088
  Common stock issuance costs                                                  (951)                         -
  (Repayment) increase of capital leases                                         76                       (103)
  Options exercised                                                             204                          -
  Repayment of long-term debt                                                  (135)                    (1,163)
                                                                    ------------------        -------------------
Net cash used in financing activities                                          (806)                      (178)
                                                                    ------------------        -------------------
Effect of exchange rate movements                                                 3                        186
Effect of discontinued operations                                                 -                     (6,671)
                                                                    ------------------        -------------------
Net decrease in cash and cash equivalents                                    (2,619)                    (7,411)
Cash and cash equivalents at beginning of period                              8,629                     15,110
                                                                    ------------------        -------------------
Cash and cash equivalents at end of period                            $       6,010             $         7,699
                                                                    ==================        ===================
</TABLE>







    The accompanying notes are an integral part of these financial statements

                                        5

<PAGE>



WALSH INTERNATIONAL INC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1.       INTERIM UNAUDITED FINANCIAL INFORMATION

         The  consolidated  financial  statements  include the accounts of Walsh
         International  Inc.  (the  "Company")  and  all of  its  majority-owned
         subsidiaries.

         The  accompanying  consolidated  statements of operations for the three
         and six months  ended  December  31,  1996 and 1995,  the  consolidated
         statements of cash flows for the six months,  the consolidated  balance
         sheets as of December  31, 1996 and the  related  information  of Walsh
         International   Inc.  included  in  these  notes  to  the  consolidated
         financial statements are unaudited.  In the opinion of management,  the
         interim financial information reflects all adjustments (consisting only
         of  items  of  a  normal   recurring  nature  except  for  discontinued
         operations)  necessary  for  the  fair  presentation  of the  financial
         position,  results  of  operations  and  cash  flows  for  the  periods
         presented. Results of operations for the three and six months and ended
         December 31, 1996 are not  necessarily  indicative of the results to be
         expected for the entire fiscal year.

         The June 30, 1996 balance sheet was derived from the Company's June 30,
         1996 audited consolidated  financial  statements,  but does not include
         all disclosures required by generally accepted accounting principles.

         These interim  financial  statements should be read in conjunction with
         the audited consolidated financial statements and related notes thereto
         included in the  Company's  Consolidated  Financial  Statements on Form
         10-K for the year ended June 30, 1996.


2.       DISCONTINUED OPERATIONS - SOURCE BUSINESS

         The Company  consummated  an Initial Public  Offering  ("IPO") in April
         1996.  Immediately  prior to the IPO,  the Company  spun-off the Source
         business to its  stockholders by the  distribution of all of the issued
         and  outstanding  capital stock of Source  Informatics  Inc., a holding
         company formed for that purpose. The results of the Source business are
         shown as  discontinued  operations  in the  consolidated  statements of
         operations,  for the three and six months  ended  December 31, 1995 and
         the  consolidated  statement  of cash  flows for the six  months  ended
         December 31, 1995.

                                        6

<PAGE>




3.       EARNINGS (LOSS) PER SHARE

         Earnings (loss) per share is computed using the weighted average number
         of shares of Common Stock  outstanding.  Common  equivalent shares from
         stock options and warrants  (using the treasury stock method) have been
         included in the computation when dilutive except that,  pursuant to the
         Securities and Exchange Commission Staff Accounting Bulletin, all stock
         options and warrants  issued by the Company at an exercise  price below
         the public offering price during the  twelve-month  period prior to the
         offering  have  been  included  in the  calculations  as if  they  were
         outstanding  for all periods  presented using the treasury stock method
         and  the IPO  price  of  $12.00.  Common  equivalent  shares  from  the
         Preferred Stock (using the  if-converted  method) have been included in
         the calculations for the three and six months ended December 31, 1995.


4.       INCOME TAXES

         For the three and six months ended  December 31, 1996 the effective tax
         rates were 25.7% and 24.5%  respectively  compared to tax  benefits for
         the equivalent periods of fiscal 1996. The effective income tax rate is
         based on the Company's projected mix of the profits of its subsidiaries
         operating in  different  countries,  together  with a  reassessment  of
         income tax provisions established in prior periods.


                                        7

<PAGE>



Item 2
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
                       OPERATIONS AND FINANCIAL CONDITION
                    WALSH INTERNATIONAL INC AND SUBSIDIARIES

Three Months Ended December 31, 1996 and 1995

Revenue for the second quarter of Fiscal 1997 was $13.4 million,  an increase of
13% over the comparable period of the prior year. The increase was primarily due
to revenues  from  technology  products,  Premiere,  Precise and Pharbase  which
showed a 20% improvement compared with the same period last year.

Production  costs in the second  quarter were $4.9  million  (36.9% of revenue),
compared  with $4.4  million  (37.5% of  revenue) in the  comparable  quarter of
Fiscal 1996.

Selling,  general and  administrative  expenses in the second  quarter of fiscal
1997 were $6.1 million (45.8% of revenue),  compared with $5.3 million (44.9% of
revenue) in the comparable quarter of the prior year. This increase reflects the
continued investment being made to meet the growing demand for Premiere.

Research  and  development  costs were $1.0 million  (7.2% of revenues)  for the
second  quarter  compared with $0.8 million (7.1% of revenues) in the comparable
period last year.

Net interest  income for the second  quarter was $0.2 million  compared to a net
interest  expense of $0.3 million for the  comparable  Fiscal 1996 period,  as a
result of the repayment of the Company's debentures following the IPO.

The effective  tax rate for the quarter ended  December 31, 1996 was 25.7% which
compares to a tax benefit for the comparable  fiscal 1996 period.  The effective
fiscal 1997 tax rate is based on the  Company's  projected mix of the profits of
its  subsidiaries  operating in different  countries,  together  with an updated
assessment of income tax provisions  established  in prior  periods.  The fiscal
1996 tax benefit arose as a result of the recognition of a deferred tax asset on
available-for-sale   securities.   These  shares  were   transferred  to  Source
Informatics at the Spin-Off.


                                        8

<PAGE>




Six Months Ended December 31, 1996 and 1995

Revenue for the Company's  first half of fiscal year 1997 was $26.1 million,  an
increase  of 18% over the  comparable  period of the  prior  year.  The  revenue
increases were spread across  substantially  all markets.  Excluding net adverse
currency movements revenue increased by 20%. The increase was principally due to
a 25% improvement in the Company's Precise and Premiere revenues.

Production  costs in the first half year were $9.8  million  (37.4% of  revenue)
compared with $8.9 million (40.3% of revenue) in the comparable period of fiscal
year 1996.  The decline in production  costs as a percentage  of total  revenues
reflect the Company's operating leverage.

Selling,  general and administrative expenses in the first half of the year were
$12.2 million (46.7% of revenue), compared with $10.3 million (46.6% of revenue)
in the  comparable  period  of the prior  year.  The  18.5%  increase  is due to
significant  investment in senior sales and client service personnel to meet the
growing demand for Premiere.

Research  and  development  costs were $1.9 million  (7.3% of revenues)  for the
first  six  months  compared  with  $1.7  million  (7.8%  of  revenues)  for the
comparable period of fiscal 1996 reflecting the continued investment in research
and  development.  The percentage of software costs  capitalized has remained at
similar rates in each period.

Net interest  income for the half year ended December 31, 1996 was $0.3 million,
compared to a net  interest  expense of $1.4 million for the  comparable  fiscal
1996 period, as a result of the repayment of the debentures following the IPO.

The effective tax rate for the half year ended December 31, 1996 was 24.5% which
compares to a tax benefit for the comparable  fiscal 1996 period.  The effective
fiscal 1997 tax rate is based on the  Company's  projected mix of the profits of
its  subsidiaries  operating in different  countries,  together  with an updated
assessment of income tax provisions  established  in prior  periods.  The fiscal
1996 tax benefit arose as a result of the recognition of a deferred tax asset on
available-for-sale   securities.   These  shares  were   transferred  to  Source
Informatics at the Spin-Off.

The Company has  received a ruling from the IRS that the  Spin-Off of the Source
business  qualified  as a tax-free  distribution  pursuant to Section 355 of the
Internal Revenue Code of 1986.

                                        9

<PAGE>



                         Liquidity and Capital Resources



At December 31, 1996,  the  Company's  cash and cash  equivalents  totalled $6.0
million,  a decrease of $2.6 million  from the $8.6 million  balance at June 30,
1996. The decrease is primarily due to the payment of costs  associated with the
IPO,  and cash used for  investment  in capital  assets and the  acquisition  of
marketable securities.

The  Company  additionally  holds  $10.4  million  in a  professionally  managed
portfolio of marketable  securities.  The  marketable  securities are considered
current  assets by the  Company  as it has both the  ability  and the  intent to
realize these securities in the normal operating cycle of the business.

The Company believes that the anticipated cash flow from operations and existing
cash balances will satisfy the Company's  projected  working capital and capital
expenditure requirements through at least the end of fiscal 1998.

                                       10

<PAGE>



PART II                          OTHER INFORMATION
-------                          -----------------

ITEM 6                              EXHIBITS AND REPORTS ON FORM 8-K

          (a)                       Exhibits

          Exhibit Number

          3.1                       Restated  Certificate  of  Incorporation  of
                                    Walsh  International  Inc.,  incorporated by
                                    reference to Exhibit 3.1 to the Registration
                                    Statement  on Form S-1 of the Company  (file
                                    no. 333-316)

          3.2                       By-laws  of  Walsh  International  Inc.,  as
                                    amended,   incorporated   by   reference  to
                                    Exhibit 3.2 to the Registration Statement on
                                    Form S-1 of the Company (file no. 333-316)


          11                        Computation of Earnings (Loss) per Share


          27                        Financial Data Schedule


          (b)                       Reports on Form 8-K

                                    None.

                                       11

<PAGE>



                                   SIGNATURES


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


Date:                        Walsh International Inc.





                             By  /s/Martyn D Williams
                                 ---------------------------------
                                 Martyn D Williams
                                 Chief Financial Officer

                                 On behalf of the  registrant  and as  principal
                                 financial officer.

                                       12

<PAGE>



                                INDEX TO EXHIBITS



Exhibit           Description


3.1               Restated  Certificate of Incorporation of Walsh  International
                  Inc.,   incorporated  by  reference  to  Exhibit  3.1  to  the
                  Registration  Statement  on Form S-1 of the Company  (file no.
                  333-316)


3.2               By-laws of Walsh International Inc., as amended,  incorporated
                  by reference to Exhibit 3.2 to the  Registration  Statement on
                  Form S- 1 of the Company (file no. 333-316)


11                Computation of Earnings (Loss) per Share


27                Financial Data Schedule

                                       13