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 March 31, 1998

                         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 April 22, 1998 there were outstanding 10,616,187 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 Nine Months Ended March 31, 1998 and 1997 ..................3

         Consolidated Balance Sheets (unaudited)as of March 31, 1998
         and June 30, 1997.....................................................4

         Consolidated  Statements  of Cash  Flows  (unaudited)  for the 
         Nine  Months Ended  March 31, 1998 and 1997...........................5

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

Item 2.  Management's  Discussion  and Analysis of Results of 
         Operations  and Financial Condition..................................10


PART II  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K.....................................13

         Signatures...........................................................14

         Index to Exhibits....................................................15


<PAGE>



PART 1.                      FINANCIAL INFORMATION

Item 1.                       FINANCIAL STATEMENTS
                     WALSH INTERNATIONAL INC AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS

Dollars in thousands, except per share amounts, unaudited

<TABLE>
<CAPTION>
                                      ---------------------------------------- --- ----------------------------------------
                                                Three Months Ended                            Nine Months Ended
                                             March 31,              March 31,              March 31,            March 31,
                                                  1998                   1997                   1998                 1997
                                      -----------------      -----------------     ------------------     ----------------
<S>                                   <C>                      <C>                  <C>                   <C>            
Revenue                               $         16,358         $       13,704       $         45,632      $        39,815
                                      -----------------      -----------------     ------------------     ----------------
Costs and expenses:
   Production costs                              6,453                  5,269                 17,453               15,043
   Selling, general and
       administrative expenses                   6,518                  5,892                 19,165               18,087
   Research and development costs                1,028                    893                  2,757                2,812
   In process research and  
       development write-off                         -                      -                  2,000                    -
   Amortization of intangible assets                96                     36                    214                  108
                                      -----------------      -----------------     ------------------     ----------------
Total costs and expenses                        14,095                 12,090                 41,589               36,050
                                      -----------------      -----------------     ------------------     ----------------
Operating profit                                 2,263                  1,614                  4,043                3,765
Interest income                                    168                    159                    436                  578
Interest expense                                   (56)                   (58)                  (194)                (191)
Minority Interest                                  (77)                   (34)                  (122)                  78
Other Income                                       424                      -                    424                    -
                                      -----------------      -----------------     ------------------     ----------------
Income before income taxes                       2,722                  1,681                  4,587                4,230
Income tax provision                              (611)                  (380)                (1,655)              (1,004)
                                      -----------------      -----------------     ------------------     ----------------
Net income                              $        2,111          $       1,301        $         2,932         $      3,226
                                      ================      =================      ==================     ================
Basic earnings per share                $         0.20          $        0.12        $          0.28         $       0.31
                                                         
                                      =================      =================     ==================     ================
Diluted earnings per share              $         0.20          $        0.12        $          0.27         $       0.30
                                      =================      =================     ==================     ================
Shares used in computing basic              10,587,356             10,502,185             10,556,579           10,498,369
earnings per share                    =================      =================     ==================     ================  
Shares used in computing diluted            10,821,604             10,633,650             10,784,409           10,595,987
earnings per share                    =================      =================     ==================     ================  
                                     

</TABLE>


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


<PAGE>



                    WALSH INTERNATIONAL INC AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

Dollars in thousands, unaudited
<TABLE>
<CAPTION>
                                                                        -------------------- --- --------------------
                                                                             March 31                  June 30
                                                                               1998                     1997
                                                                        --------------------     --------------------
<S>                                                                    <C>                    <C>               
ASSETS
Current assets:
Cash and cash equivalents                                               $            10,553      $             5,784
    Marketable securities                                                                 -                    6,803
    Accounts receivable, principally trade                                           17,569                   14,227
    Prepaid expenses and other current assets                                         1,010                      702
                                                                        --------------------     --------------------
Total current assets                                                                 29,132                   27,516
Property and equipment, net                                                           4,147                    4,169
Goodwill, net                                                                         5,087                    3,439
Marketable securities                                                                     -                    1,437
Other assets, net                                                                     4,483                    3,727
                                                                        ====================     ====================
Total assets                                                            $            42,849      $            40,288
                                                                        ====================     ====================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Current maturities of long-term debt                                $               112      $                17
    Current portion of capital lease obligations                                        531                      509
    Accounts payable                                                                  6,692                    6,896
    Accrued liabilities                                                              10,927                   11,166
    Unearned income                                                                   4,532                    4,103
                                                                        --------------------     --------------------
Total current liabilities                                                            22,794                   22,691
                                                                        --------------------     --------------------
Long-term debt                                                                        1,151                    1,260
Capital lease obligations                                                             1,548                    1,407
Other liabilities                                                                     4,176                    5,145
Minority interest                                                                       250                      128
Commitments
Stockholders' equity:
    Common stock, $0.01 par value, 20,000,000
    shares authorized and 10,630,937 and 10,533,960
    shares issued, respectively                                                         106                      105
Paid-in capital                                                                     120,097                  119,475
Accumulated deficit                                                                (107,226)                (110,158)
Cumulative translation adjustment                                                       410                      657
Unrealized gain on "available for sale" securities, net of tax                            -                       35
Treasury stock, at cost, 20,750 shares                                                 (457)                    (457)
                                                                        --------------------     --------------------
Total stockholders' equity                                                           12,930                    9,657
                                                                        ====================     ====================
Total liabilities and stockholders' equity                              $            42,849      $            40,288
                                                                        ====================     ====================
</TABLE>


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

                                       4

<PAGE>



                    WALSH INTERNATIONAL INC AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS


Dollars in thousands, unaudited
<TABLE>
<CAPTION>
                                                                             ----------------------------------------
                                                                                        Nine Months Ended
                                                                                            March 31
                                                                             ----------------------------------------
                                                                                  1998                  1997
                                                                             ----------------     -----------------
<S>                                                                          <C>                  <C>             
Net cash flows provided by (used in) operating activities                    $         2,582      $         (1,221)
                                                                             ----------------     -----------------
Cash flows provided by (used in) investing activities:
Sale of marketable securities                                                          8,399                 1,489
    Acquisition of PMS Pty Ltd                                                        (4,027)                    -
    Capital expenditures                                                                (634)                 (618)
    Capitalized software                                                                (787)                 (665)
                                                                             ----------------     -----------------
Net cash provided by investing activities                                              2,951                   206
                                                                             ----------------     -----------------

Cash flows provided by (used in) financing activities:
    Common stock issuance costs                                                            -                (1,086)
    Proceeds from issuance of bank loan                                                3,337                     -
    Options exercised                                                                    623                   274
    Repayment of long-term debt/capital leases                                        (3,275)                 (269)
    Loan proceeds received from minority interest                                          -                   111
    Other                                                                                 95                     -
                                                                             ----------------     -----------------
Net cash provided by (used in) financing activities                                      780                  (970)
                                                                             ----------------     -----------------

Effect of exchange rate movements                                                     (1,544)                  189
Net increase/(decrease) in cash and cash equivalents                                   4,769                (1,796)
Cash and cash equivalents at beginning of period                                       5,784                 8,629
                                                                             ================     =================
Cash and cash equivalents at end of period                                   $        10,553      $          6,833 
                                                                             ================     =================
</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
     nine months ended March 31, 1998 and 1997, the  consolidated  statements of
     cash flows for the nine months, the consolidated  balance sheet as of March
     31, 1998 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)
     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  months  and  nine  months  ended  March  31,  1998  are not
     necessarily indicative of the results to be expected for the entire year.

     The June 30, 1997  balance  sheet was derived from the  Company's  June 30,
     1997 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 Form 10-K for the year ended June 30, 1997.


2.   EARNINGS PER SHARE

     The Company has adopted the Financial  Accounting  Standards Board ("FASB")
     issued  Statement  of  Financial   Accounting  Standard  ("SFAS")  No.  128
     "Earnings  Per  Share".  Basic  earnings  per share is  computed  using the
     weighted  average  number of shares of Common  Stock  outstanding.  Diluted
     earnings per share includes common equivalent shares, where dilutive,  from
     stock  options  and  warrants  (using  the  treasury  stock  method).   All
     historical periods presented have been restated applying SFAS 128.

     For all periods presented, income used in both basic earnings per share and
     the diluted earnings per share  calculations is net income as stated in the
     consolidated statement of operations.  The only common equivalent shares in
     the diluted  calculations  are stock options  calculated using the treasury
     stock method. These calculations are summarised below:

                                       6
<PAGE>



<TABLE>
<CAPTION>
                                               ---------------------------------------------------------------------------------
                                                         Three Months Ended                         Nine Months Ended
                                                      March 31,            March 31,           March 31,          March 31,
                                                ---------------------------------------    -------------------------------------
                                                           1998                 1997                1998               1997
                                                           ----                 ----                ----               ----
<S>                                                 <C>                   <C>                 <C>                <C>    
DILUTED EARNINGS PER SHARE

Weighted average common shares outstanding
(basic)                                              10,587,356           10,502,185          10,556,579         10,498,369
Assumed exercise of in the money stock                  
options                                                 771,524              605,839             758,521            417,113
Less assumed buy-back under the treasury             
stock method                                           (537,276)            (474,374)           (530,691)          (319,495)
                                               -----------------    -----------------    ----------------    ---------------
Shares used in diluted earnings per share            10,821,604           10,633,650          10,784,409         10,595,987
                                               -----------------    -----------------    ----------------    ---------------
</TABLE>

     Options to purchase  318,250 and 331,025  shares of common  stock at prices
     ranging from $10.60 to $12.00 were  outstanding  at March 31, 1998 but were
     not included in the computation of diluted earnings per share for the three
     and nine months  ended March 31, 1998  respectively,  because the  options'
     exercise  price was  greater  than the average  market  price of the common
     shares.

3.   INCOME TAXES

     For the three and nine months ended March 31, 1998 the  effective tax rates
     were 22% and 36% respectively  compared to 23% and 24% respectively for the
     equivalent  periods of fiscal 1997.  For the nine months to March 31, 1998,
     the effective income tax rate was negatively impacted by the non-deductible
     charge for the  write-off  of in process  research  and  development  costs
     offset,  in part, by a reduction of taxes provided in prior years. For 1997
     the effective income tax rate was impacted by a reduction of taxes provided
     for in prior years.

4.   ACQUISITION OF PHARMACEUTICAL MARKETING SOLUTIONS PTY LTD

     In July 1997 the  Company  acquired  100% of the  equity of  Pharmaceutical
     Marketing  Solutions Pty Ltd (PMS) a privately held Australian  company for
     $3.8 million in cash and $0.6 million of associated  acquisition costs. PMS
     uses a  salesforce  automation  system based on Lotus Notes and an analysis
     system which  operates as an integration  product  between a data warehouse
     and  proprietary  salesforce  automation  system.  The acquisition has been
     accounted  for by the purchase  method and the results of operations of PMS
     have been included in the income  statement from the acquisition  date. The
     total purchase price of $4.4 million has been allocated as:

                  In Process Research and Development         $2.0
                  Completed Technology                        $0.6
                  Goodwill                                    $1.8
                                                              ----
                                                              $4.4
                                                              ====

     The  goodwill  is  expected  to have an  economic  life of 20 years and the
     completed  technology  a  life  of  between  3 and 5  years.  Goodwill  and
     completed  technologies  are 
                                       7
<PAGE>

     being amortised on a straight line basis over their economic lives.  The in
     process research and development costs have been written off immediately.

     Pro-forma  results from  operations of the Company as if the acquisition of
     PMS had  occurred on July 1, 1996 for the three and nine months ended March
     31, 1997 are:

                               Three Months Ended              Nine Months Ended
                                  March 31, 1997                 March 31, 1997
      Revenue                            $14,771                     $42,238
      Net Income                         $ 1,356                     $ 3,281
      Basic Earnings per Share           $  0.13                     $  0.31

     For the nine  months  ended  March  31,  1998 the  difference  between  the
     pro-forma  operating  results of the  acquisition  of PMS on the  Company's
     actual operating results,  had the acquisition occurred on July 1, 1997 was
     not material.

     On October 14, 1997 the Company obtained an Australian dollar variable rate
     commercial  loan facility of $3.3 million  (Australian $ 4.5 million).  The
     term of this  facility  was 5 years with  annual  principal  repayments  of
     approximately $660,000 commencing in year 2. Interest accrued at a variable
     rate  (5.25%  during the  quarter).  $3.2  million of the total  marketable
     securities  were pledged as  collateral  for this loan. In January 1998 the
     Company repaid the loan in full for US $2.9 million.

5.   STOCKHOLDER RIGHTS PLAN.

     On October 14, 1997 the Board of  Directors  adopted a  stockholder  rights
     plan and  declared a dividend  of one right (a  "Right")  for each share of
     common stock of the  Company.  The Rights were payable to holders of record
     of the common  stock of the Company at the close of business on October 27,
     1997. The Rights will automatically  trade with the Company's common stock.
     Additional rights are issuable upon subsequent issuances of common stock by
     the Company so long as the Rights Plan is in effect.

     The Rights are not currently  exercisable but become  exercisable  upon the
     earlier of i) ten days after the first public announcement that a person or
     group,  which  did  not  beneficially  own 5% of  the  common  stock  as of
     September 22, 1997, has acquired beneficial ownership of 15 percent or more
     of the  Company's  common stock or ii) ten business  days after a person or
     group  announces  an offer the  consummation  of which would result in such
     person or group  beneficially  owning 15 percent  or more of the  Company's
     common stock. The Stockholder  Rights Plan was amended as of March 23, 1998
     to exclude Cognizant Corporation and its subsidiaries from being considered
     such person or group.

     Once  exercisable  the holder  will be entitled to buy from the Company one
     one-hundredth of a share of new series B of junior participating  preferred
     stock, of which 250,000 shares have been  authorised,  for $55.00 per Right
     or in certain circumstances to buy at the Rights exercise price a number of
     shares of the  Company's  common  stock  having a market value of twice the
     exercise  price of each Right or, if the Company is acquired in a merger or
     a business  combination,  to buy at the Rights 

                                       8
<PAGE>


     exercise  price a number of shares of common stock of an acquiring  Company
     having a market  value of twice the  exercise  price of each Right.  At the
     Company's  option the Rights are redeemable  prior to becoming  exercisable
     for $0.001 per Right. The Rights expire on October 14, 2007.

     Preferred  shares  purchasable  upon  exercise  of the  Rights  will not be
     subject to redemption by the Company. Each preferred share will be entitled
     to a minimum preferential quarterly dividend payment of $0.01 per share but
     will be entitled to an aggregate dividend of 100 multiplied by the dividend
     declared per common share.  Each holder of preferred stock will be entitled
     to 100 votes per share on each matter on which  holders of the common stock
     are entitled to vote.

6.   EMPLOYEE STOCK PURCHASE PLAN

     An  Employee  Stock  Purchase  Plan (the  "ESPP")  has been  adopted by the
     Company and the ESPP was  approved  on October  23,  1997 at the  Company's
     Annual Meeting of Stockholders.

     Under the ESPP which is intended to qualify as an "employee  stock purchase
     plan" under Section 423 of the Internal  Revenue Code,  options to purchase
     shares of Common Stock will be granted to eligible employees of the Company
     and its  subsidiaries  at an exercise price of 85% of the fair market value
     of the shares of Common Stock  subject to such option on the date of grant,
     based upon the  closing  price of the Common  Stock on the NASDAQ  National
     Market.

     An  aggregate  of 100,000  shares of Common  Stock have been  reserved  for
     issuance  pursuant to the ESPP. To date there have been no grants under the
     ESPP.

7.   ACQUISITION OF WALSH INTERNATIONAL INC

     On March 23, 1998 the Company,  Cognizant Corporation and WAC Inc. signed a
     definitive agreement for the acquisition of the Company. Under the terms of
     the agreement  Walsh  shareholders  will receive 0.3041 shares of Cognizant
     common  stock per Walsh  share or a  consideration  of  approximately  $167
     million.  The number of  Cognizant  shares  received is subject to a collar
     adjustment  based on the price of Cognizant shares during a period prior to
     the closing of the transaction. If the acquisition is consummated after the
     spin  off by  Cognizant  Corporation  of its  subsidiary  IMS  Health,  the
     acquisition  consideration  will  be  paid  in  shares  of IMS  Health.  On
     completion  of the  transaction,  investment  banker  fees will be  payable
     amounting to 1.3% of the total  consideration,  an amount of  approximately
     $2.2 million.

                                       9

<PAGE>



ITEM 2

               MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
                       OPERATIONS AND FINANCIAL CONDITION

                    WALSH INTERNATIONAL INC. AND SUBSIDIARIES



THREE MONTHS ENDED MARCH 31, 1998 AND 1997

Revenue for the  Company's  third quarter of fiscal year ended June 30, 1998 was
$16.4 million, growth of 28% excluding the adverse impact of currency movements.
The main cause of the increase was the growth in the  Company's  PremiereSM  and
Precise products whose combined revenues grew by 29% excluding  currency effect.
Direct mail  marketing  revenues  also  demonstrated  strong  growth  quarter on
quarter. Growth was most notable in the European and Pacific markets.

Production  costs for the quarter were $6.5 million (39.4% of revenue)  compared
to $5.3 million  (38.4% of revenues)  in the  comparable  quarter of fiscal year
1997.  The  increase  in  production  costs for the quarter as a  percentage  of
revenues reflects the inclusion of some low margin third party software revenues
as well as an  increase in lower  margin  direct  mail  marketing  revenues as a
percentage of revenue  following the  acquisition  of  Pharmaceutical  Marketing
Solutions Pty Ltd (PMS), a privately owned Australian company, in July 1997. The
$1.2 million  increase in production costs has arisen for the above reasons plus
continued  investment in technical  staff for roll-out and support of PremiereSM
installations.

Selling,  general and  administrative  expenses in the third quarter of the year
were $6.5 million  (39.8% of revenues)  versus $5.9 million  (43.0% of revenues)
for the same  quarter of the prior year.  This  increase is  primarily  due to a
number of new account  executives  for the higher number of PremiereSM  clients.
The  decrease  in SG&A  expenses  in the  quarter as a  percentage  of  revenues
reflects the Company's  operating  leverage,  whereby such costs do not increase
directly in proportion to the revenues.

Research and  development  costs were $1.0  million,  (6.3% of  revenues),  $0.1
million  higher  than the $0.9  million  cost (6.5% of  revenues)  for the three
months ended March 31, 1997.  The increase  represents  the Company's  continued
investment in research and development.

Net interest  income for the quarter ended March 31, 1998 was $0.1 million,  the
same level as the comparable quarter of fiscal 1997.

Other income  represents a foreign  exchange gain of $0.4 million  following the
repayment  of an  Australian  dollar  4.5  million  debt  taken  out to fund the
acquisition of PMS. The Company took advantage of favourable  exchange rates and
repaid the debt in full in January 1998.


                                       10
<PAGE>



NINE MONTHS ENDED MARCH 31, 1998 AND 1997

Revenue for the nine months ended March 31, 1998 was $45.6 million,  an increase
of 22%,  excluding  the  impact of  currency,  which  comes  primarily  from the
increase in the Company's technology products (PremiereSM, Precise and Pharbase)
with significant growth in both the Pacific and European markets.  Growth in the
Pacific markets  comprises a mixture of organic growth and direct mail growth as
a result of the acquisition of PMS.

Production  costs for the nine months  were $17.5  million  (38.2% of  revenues)
versus $15.0  million  (37.8% of revenues) for the  comparable  period of fiscal
1997. The increase in production  costs  reflects the  continuing  investment in
technical  staff for the roll-out and support for PremiereSM and increased lower
margin direct mail revenues  resulting from the acquisition of PMS. The increase
as a  percentage  of revenue  reflects  the sale of some low margin  third party
software  plus  increased  lower  margin  direct  mail  revenues  as a result of
acquiring PMS.

Selling,  general  and  administrative  expenses  were $19.2  million  (42.0% of
revenues)  versus $18.1 million (45.4% of revenues) for the first nine months of
1997.  This reflects the Company's  continued  investment in sales resources and
client  service  personnel  to meet  the  growing  demand  for  PremiereSM.  The
reduction in selling  general and  administrative  expenses as a  percentage  of
revenue reflects the Company's operating leverage.

Research  and  development  costs for the nine months  ended March 31, 1998 were
$2.8  million  the same  level as the  comparable  nine  months of fiscal  1997.
Research and  Development  costs are  primarily  incurred in Belgian  Francs and
excluding currency movements research and development costs were 13% higher than
the previous nine months.  In the earlier part of the year some  research  staff
were reassigned to work on support for the delivered product.

An in process  research and  development  write-off  totalling  $2.0 million has
arisen as a result of the  acquisition  of PMS.  The $2.0  million  is the value
attributable to acquired  technology  products which are to be integrated within
the Company's own salesforce management information system, PremiereSM.

Net interest income for the nine months to March 31, 1998 is $0.2 million versus
$0.4  million in the nine  months to March 31,  1997.  The  decrease in interest
income  is due to the  initial  payment  out of  Company  funds of the  purchase
consideration of PMS in fiscal 1998 prior to putting in place debt finance.

Other income of $0.4 million for the nine months ended March 31, 1998 reflects a
gain on the  repayment  of a loan of  Australian  dollars 4.5 million in January
1998.

                                       11
<PAGE>




                         LIQUIDITY AND CAPITAL RESOURCES

At March 31,  1998,  the  Company's  cash and cash  equivalents  totalled  $10.6
million,  an increase of $4.8 million from the $5.8 million  balance at June 30,
1997. The Company  generated  $2.6 million of cash from operating  activities in
the nine months ended March 31, 1998 due to improved  profitability  and working
capital management.

In January 1998 to take  advantage of the  Australian  dollar  exchange rate the
Company  repaid debt and  liquidated  its  professionally  managed  portfolio of
marketable securities.

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 1999.


                      RECENTLY ISSUED ACCOUNTING STANDARDS

In June 1997,  the FASB issued SFAS No. 130,  "Reporting  Comprehensive  Income"
which is effective for financial  statements  issued for fiscal years commencing
on or after December 15, 1997. Comprehensive income represents the change in net
assets of a company  as a result  of  non-owner  transactions.  The  Company  is
currently  evaluating  the new standard and does not believe that it will have a
significant impact.

In October 1997 the AICPA issued Statement of Position 97-2,  "Software  Revenue
Recognition"  which is effective  for  transactions  entered into by the Company
commencing  July 1, 1998.  The Company is currently  evaluating the new standard
and does not believe  that it will have a  significant  impact on the  Company's
current revenue recognition policy.


                                       12

<PAGE>




PART II  OTHER INFORMATION


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

a)   Exhibits Exhibit Number

2.1  Agreement  and Plan of Merger dated as of March 23, 1998,  among  Cognizant
     Corporation.   WAC  Inc  and  Walsh  International  Inc.  (incorporated  by
     reference to Exhibit 2.1 to the Company's  Current Report on Form 8-K dated
     March 23, 1998)

2.2  Stock Option  Agreement,  dated as of March 23, 1998,  by and between Walsh
     International Inc. and Cognizant Corporation  (incorporated by reference to
     Exhibit  2.2 to the  Company's  Current  Report on Form 8-K dated March 23,
     1998).

2.3  Amendment to  Agreement,  dated as of March 23, 1998,  by and between Walsh
     International Inc and Harris Trust Company of New York, as Rights Agent.

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).

27   Financial Data Schedule

b)   Reports on Form 8-K

     The Company  filed a current  report on Form 8-K reporting the execution of
     the Agreement and Plan of Merger among  Cognizant  Corporation  WAC Inc and
     the Company, dated March 23, 1998.



                                       13

<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:    May 6, 1998           WALSH INTERNATIONAL INC.


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

                                          On behalf of the registrant and as
                                              principal financial officer

                                       14


<PAGE>



                                INDEX TO EXHIBITS


Exhibit   Description

2.1  Agreement  and Plan of Merger dated as of March 23, 1998,  among  Cognizant
     Corporation.   WAC  Inc  and  Walsh  International  Inc.  (incorporated  by
     reference to Exhibit 2.1 to the Company's  Current Report on Form 8-K dated
     March 23, 1998)

2.2  Stock Option  Agreement,  dated as of March 23, 1998,  by and between Walsh
     International Inc. and Cognizant Corporation  (incorporated by reference to
     Exhibit  2.2 to the  Company's  Current  Report on Form 8-K dated March 23,
     1998).

2.3  Amendment to  Agreement,  dated as of March 23, 1998,  by and between Walsh
     International Inc and Harris Trust Company of New York, as Rights Agent.

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).

27   Financial Data Schedule

                                       15