<PAGE>
                  UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.  20549

                                     FORM 10-Q
(Mark One)
                                          
  X     Quarterly report pursuant to Section 13 or 15(d) of the Securities 
-----   Exchange Act of 1934
                                          
            For the quarter ended:  June 30, 1998 

                                   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: 0-27680
                                                  -------

                        INTELLIQUEST INFORMATION GROUP, INC.
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                                          
                                          
                      Delaware                        74-2775377
          (STATE OR OTHER JURISDICTION OF          (I.R.S. EMPLOYER
           INCORPORATION OR ORGANIZATION)        IDENTIFICATION NUMBER)
                                          
                                          
                           1250 Capital of Texas Highway
                                Austin, Texas 78746
                                   (512) 329-0808
           (ADDRESS  AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)

                             ------------------------- 

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes   X   No
                                        -----    -----

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

                  CLASS                         OUTSTANDING AT JULY 31, 1998
     Common Stock, $.0001 par value                       8,330,926


                                       1

<PAGE>

                        INTELLIQUEST INFORMATION GROUP, INC.
                                       INDEX

<TABLE>
                                                                                   PAGE NO.
<S>      <C>                                                                       <C>
PART I.  FINANCIAL INFORMATION

         Item 1.   Financial Statements:
                      Condensed Consolidated Balance Sheet
                      June 30, 1998 (unaudited) and December 31, 1997                  3

                      Condensed Consolidated Statement of Operations (unaudited)
                      Three months ended June 30, 1998 and 1997                        4

                      Condensed Consolidated Statement of Operations (unaudited)
                      Six months ended June 30, 1998 and 1997                          5

                      Consolidated Statement of Comprehensive Income (unaudited)                                                    
                      Three months ended June 30, 1998 and 1997                        6

                      Consolidated Statement of Comprehensive Income (unaudited)                                                    
                      Six months ended June 30, 1998 and 1997                          7

                      Condensed Consolidated Statement of Cash Flows (unaudited)                                          
                      Six months ended June 30, 1998 and 1997                          8

                      Notes to Consolidated Financial Statements                       9

          Item 2.     Management's Discussion and Analysis of Financial 
                      Condition and Results of Operations                              11

PART II.   OTHER INFORMATION

          Item 1.     Legal Proceedings                                                22
          
          Item 2.     Changes in Securities                                            22

          Item 3.     Defaults Upon Senior Securities                                  22

          Item 4.     Submission of Matters to a Vote of Security Holders              22

          Item 5.     Other Information                                                22

          Item 6.     Exhibits and Reports on Form 8-K                                 22

          Signatures                                                                   23
</TABLE>


                                       2
<PAGE>

PART I.   FINANCIAL INFORMATION
Item 1.  Condensed Consolidated Financial Statements

                        INTELLIQUEST INFORMATION GROUP, INC.
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                   (IN THOUSANDS)

<TABLE>
                                                    JUNE 30,   DECEMBER 31,
                                                       1998        1997
                                                   ----------  ----------- 
                                                   (UNAUDITED)
<S>                                                <C>         <C>
                          ASSETS
Current assets:
  Cash and equivalents . . . . . . . . . . . . . .  $  1,360     $  1,785
  Short-term investments . . . . . . . . . . . . .    34,180       40,752
  Accounts receivable, net . . . . . . . . . . . .    11,291        7,904
  Unbilled revenues. . . . . . . . . . . . . . . .     3,598        2,840
  Projects in process. . . . . . . . . . . . . . .     2,191          127
  Prepaid expenses and other assets. . . . . . . .     3,225          593
                                                    --------     -------- 
     Total current assets. . . . . . . . . . . . .    55,845       54,001
  Furniture and equipment, net . . . . . . . . . .     2,654        4,436
  License agreements, net  . . . . . . . . . . . .     7,430        7,500
  Other assets . . . . . . . . . . . . . . . . . .     1,497        1,470
                                                    --------     -------- 
     Total assets. . . . . . . . . . . . . . . . .  $ 67,426     $ 67,407
                                                    --------     -------- 
                                                    --------     -------- 
  LIABILITIES AND STOCKHOLDERS' EQUITY 
Current Liabilities:
  Accounts payable . . . . . . . . . . . . . . . .  $  3,893     $  2,474
  Accrued liabilities. . . . . . . . . . . . . . .     2,926        1,918
  Deferred revenues. . . . . . . . . . . . . . . .     3,344        2,420
  Other current liabilities. . . . . . . . . . . .       590          553
                                                    --------     -------- 
     Total current liabilities . . . . . . . . . .    10,753        7,365
Obligations under capital leases and deferred 
  rent . . . . . . . . . . . . . . . . . . . . . .       194          172
                                                    --------     -------- 
     Total liabilities . . . . . . . . . . . . . .    10,947        7,537
                                                    --------     -------- 
Common Stockholders' Equity:
  Common stock, $.0001 par value, 30,000,000 
    shares authorized, 8,491,000 and 8,411,000 
    shares issued, 160,000 and 0 in treasury
    stock, and 8,331,000 and 8,411,000 
    outstanding, respectively. . . . . . . . . . .         1            1
  Capital in excess of par value . . . . . . . . .    58,085       58,834
  Deferred compensation. . . . . . . . . . . . . .       (27)         (33)
  Accumulated other comprehensive income . . . . .        34           46
  Accumulated earnings (deficit) . . . . . . . . .    (1,614)       1,022
                                                    --------     -------- 
     Total common stockholders' equity . . . . . .    56,479       59,870
                                                    --------     -------- 
     Total liabilities and stockholders' equity. .  $ 67,426     $ 67,407
                                                    --------     -------- 
                                                    --------     -------- 
</TABLE>


           THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE 
               CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.


                                       3
<PAGE>

                                       
                     INTELLIQUEST INFORMATION GROUP, INC.
                CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                    (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                 (UNAUDITED)

<TABLE>
<CAPTION>
                                                   THREE MONTHS     THREE MONTHS
                                                       ENDED            ENDED 
                                                   JUNE 30, 1998    JUNE 30, 1997
                                                   -------------    -------------
<S>                                                <C>              <C>
Revenues:
  Continuous services. . . . . . . . . . . . . . .   $ 8,450           $6,222
  Other services . . . . . . . . . . . . . . . . .     1,537            1,295
                                                     -------           ------
  Total revenues . . . . . . . . . . . . . . . . .     9,987            7,517

Operating expenses:
  Costs of revenues. . . . . . . . . . . . . . . .     5,113            4,050
  Sales, general and administrative. . . . . . . .     4,947            2,046
  Product development. . . . . . . . . . . . . . .       678              602
  Depreciation and amortization. . . . . . . . . .       289              232
                                                     -------           ------
  Total operating expenses . . . . . . . . . . . .    11,027            6,930 
                                                     -------           ------

Operating income (loss). . . . . . . . . . . . . .    (1,040)             587
 
Interest income, net . . . . . . . . . . . . . . .       360              447
                                                     -------           ------
Income (loss) before income taxes. . . . . . . . .      (680)           1,034
Provision (benefit) for income taxes . . . . . . .      (413)             220
                                                     -------           ------
Net income (loss). . . . . . . . . . . . . . . . .   $  (267)          $  814
                                                     -------           ------
                                                     -------           ------

Basic earnings (loss) per share. . . . . . . . . .   $  (.03)          $  .10

Diluted earnings (loss) per share. . . . . . . . .   $  (.03)          $  .09

Basic weighted average shares outstanding. . . . .     8,452            8,348

Diluted weighted average shares outstanding. . . .     8,452            8,560
</TABLE>

                                       
               THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF 
             THESE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

                                       4
<PAGE>
                                       
                     INTELLIQUEST INFORMATION GROUP, INC.
                CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                 (UNAUDITED)

<TABLE>
<CAPTION>
                                                   SIX MONTHS          SIX MONTHS
                                                      ENDED               ENDED 
                                                  JUNE 30, 1998       JUNE 30, 1997
                                                  -------------       -------------
<S>                                               <C>                 <C>
Revenues:
  Continuous services. . . . . . . . . . . . . . .   $16,669             $12,751
  Other services . . . . . . . . . . . . . . . . .     3,277               2,250
                                                     -------             -------
  Total revenues . . . . . . . . . . . . . . . . .    19,946              15,001

Operating expenses:
  Costs of revenues. . . . . . . . . . . . . . . .    10,911               8,007
  Sales, general and administrative. . . . . . . .    11,068               4,763
  Product development. . . . . . . . . . . . . . .     3,060               1,011
  Depreciation and amortization. . . . . . . . . .       618                 445
                                                     -------             -------
  Total operating expenses . . . . . . . . . . . .    25,657              14,226 
                                                     -------             -------

Operating income (loss). . . . . . . . . . . . . .    (5,711)                775
 
Interest income, net . . . . . . . . . . . . . . .       768                 910
                                                     -------             -------
Income (loss) before income taxes. . . . . . . . .    (4,943)              1,685
Provision for (benefit from) income taxes. . . . .    (2,307)                288
                                                     -------             -------
Net income (loss). . . . . . . . . . . . . . . . .   $(2,636)            $ 1,397
                                                     -------             -------
                                                     -------             -------

Basic earnings (loss) per share. . . . . . . . . .   $  (.31)            $   .17  

Diluted earnings (loss) per share. . . . . . . . .   $  (.31)            $   .16 

Basic weighted average shares outstanding. . . . .     8,468               8,343

Diluted weighted average shares outstanding. . . .     8,468               8,555
</TABLE>

                                       
                 THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF 
               THESE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

                                       5
<PAGE>

                     INTELLIQUEST INFORMATION GROUP, INC.
                CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
                                (IN THOUSANDS)
                                 (UNAUDITED)

<TABLE>
<CAPTION>
                                                    THREE MONTHS     THREE MONTHS
                                                       ENDED            ENDED 
                                                   JUNE 30, 1998    JUNE 30, 1997
                                                   -------------    -------------
<S>                                                <C>              <C>
Net income (loss). . . . . . . . . . . . . . . . .     $(267)            $814       

Other comprehensive income (loss), net of tax:
  Foreign currency translation adjustments . . . .        (1)              (3)

  Unrealized gain (loss) on securities . . . . . .        (1)              26
                                                       -----             ----

Other comprehensive income (loss)  . . . . . . . .        (2)              23
                                                       -----             ----

Comprehensive  income (loss) . . . . . . . . . . .     $(269)            $837
                                                       -----             ----
                                                       -----             ----
</TABLE>







                                       
              THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF 
            THESE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.


                                       6

<PAGE>

                     INTELLIQUEST INFORMATION GROUP, INC.
                CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
                                (IN THOUSANDS)
                                 (UNAUDITED)

<TABLE>
<CAPTION>
                                                   SIX MONTHS       SIX MONTHS
                                                      ENDED            ENDED 
                                                  JUNE 30, 1998    JUNE 30, 1997
                                                  -------------    -------------
<S>                                               <C>              <C>
Net income (loss). . . . . . . . . . . . . . . . .   $(2,636)          $1,397

Other comprehensive income (loss), net of tax:
  Foreign currency translation adjustments . . . .         4               (6)

  Unrealized loss on securities. . . . . . . . . .       (14)               3
                                                     -------           ------

Other comprehensive loss . . . . . . . . . . . . .       (10)              (3)
                                                     -------           ------

Comprehensive  income (loss) . . . . . . . . . . .   $(2,646)          $1,394
                                                     -------           ------
                                                     -------           ------
</TABLE>


                                       
               THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF 
             THESE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.


                                       7
<PAGE>

                        INTELLIQUEST INFORMATION GROUP, INC.
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (IN THOUSANDS)
                                    (UNAUDITED)

<TABLE>
                                                  SIX  MONTHS     SIX MONTHS
                                                     ENDED           ENDED
                                                  JUNE 30, 1998   JUNE 30, 1997
                                                  -------------   ------------- 
<S>                                               <C>             <C>
Cash flows used in operating activities:
  Net income (loss). . . . . . . . . . . . . . . . $  (2,636)       $  1,397
  Adjustments to reconcile net income to net 
  cash used in operating activities:
     Depreciation and amortization . . . . . . . .       779             421
     Bad debt expense. . . . . . . . . . . . . . .       240              30
     Asset impairment and loss on disposal of 
       assets. . . . . . . . . . . . . . . . . . .     2,873              30
     Deferred compensation . . . . . . . . . . . .         6               7
Net changes in assets and liabilities:
     Accounts receivable and unbilled revenues . .    (4,693)            584
     Prepaid expenses and other assets . . . . . .    (2,987)            (74)
     Projects in process . . . . . . . . . . . . .    (2,064)         (2,222)
     Accounts payable and accrued expenses . . . .     2,337            (553)
     Deferred revenues . . . . . . . . . . . . . .       924             713
     Other . . . . . . . . . . . . . . . . . . . .       469             193
                                                   ---------        -------- 
Net cash provided by (used in) operating 
  activities . . . . . . . . . . . . . . . . . . .    (4,752)            526
                                                   ---------        -------- 
Cash flows from investing activities:
  Purchases of short-term investments. . . . . . .  (119,191)        (96,622)
  Sales and maturities of short-term 
    investments. . . . . . . . . . . . . . . . . .   125,564         100,140
  Purchases of equipment and leasehold 
    improvements . . . . . . . . . . . . . . . . .      (589)         (1,534)
  Purchase of Information Technology Forum 
     assets, net of cash acquired. . . . . . . . .      (138)              -
  Purchase of treasury stock . . . . . . . . . . .    (1,536)
  Other. . . . . . . . . . . . . . . . . . . . . .       163               -
                                                   ---------        -------- 
     Net cash provided by investing activities . .     4,273           1,984  
                                                   ---------        -------- 
Cash flows used in financing activities:
  Proceeds from issuance of stock, net . . . . . .        54             (15)
  Offering costs . . . . . . . . . . . . . . . . .         - 
  Borrowings under line of credit. . . . . . . . .         -           2,265
  Repayments under line of credit. . . . . . . . .         -          (2,451)
  Other. . . . . . . . . . . . . . . . . . . . . .         -            (266)
                                                   ---------        -------- 
     Net cash provided by (used in) financing 
       activities. . . . . . . . . . . . . . . . .        54            (467)
                                                   ---------        -------- 
  Net increase (decrease) in cash and 
    equivalents. . . . . . . . . . . . . . . . . .      (425)          2,043
  Cash and equivalents at the beginning of the 
     period. . . . . . . . . . . . . . . . . . . .     1,785             734  
                                                   ---------        -------- 
  Cash and equivalents at the end of the 
    period . . . . . . . . . . . . . . . . . . . . $   1,360        $  2,777
                                                   ---------        -------- 
                                                   ---------        -------- 
Supplemental cash flow disclosures:
  Interest paid. . . . . . . . . . . . . . . . . .         1              18
  Taxes paid . . . . . . . . . . . . . . . . . . .        49             567
</TABLE>

              THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE 
                  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.


                                       8

<PAGE>

                        INTELLIQUEST INFORMATION GROUP, INC.
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                    (CONTINUED)
                                   (IN THOUSANDS)
                                    (UNAUDITED)

<TABLE>
                                                  SIX  MONTHS     SIX MONTHS
                                                     ENDED           ENDED
                                                  JUNE 30, 1998   JUNE 30, 1997
                                                  -------------   ------------- 
<S>                                               <C>             <C>
Schedule of noncash investing activities:
  Purchase of Information Technology Forum assets
   Working capital other than cash . . . . . . . . $      43        $      -
   Equipment and leasehold improvements. . . . . .        17               -
   Intangibles . . . . . . . . . . . . . . . . . .       821               - 
   Capital lease assumed . . . . . . . . . . . . .       (10)              -
   Issuance of unregistered common stock . . . . .      (733)              -
                                                   ---------        -------- 
   Cash paid for Information Technology Forum 
      assets, net of cash acquired . . . . . . . . $     138        $      -
                                                   ---------        -------- 
                                                   ---------        -------- 
</TABLE>

              THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE 
                  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.


                                       9

<PAGE>

INTELLIQUEST INFORMATION GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.   GENERAL AND BASIS OF FINANCIAL STATEMENTS

     The accompanying unaudited financial statements include the accounts of
     IntelliQuest Information Group, Inc., a Delaware corporation, and its
     consolidated subsidiaries (collectively, the "Company" or "IntelliQuest").
     The Company provides international quantitative marketing information to
     technology companies.

     The accompanying unaudited interim consolidated financial statements have
     been prepared in accordance with the rules and regulations of the
     Securities and Exchange Commission and, accordingly, do not include all
     information and notes required under generally accepted accounting
     principles for complete financial statements.  In the opinion of
     management, the accompanying unaudited interim consolidated financial
     statements contain all adjustments consisting of a normal recurring nature
     considered necessary for a fair presentation of the financial position of
     the Company as of June 30, 1998 and the results of the Company's operations
     and its cash flows for the six-month periods ended June 30, 1998 and 1997.
     This report on Form 10-Q should be read in conjunction with the Company's
     audited consolidated financial statements and related notes included in the
     Company's Annual Report on Form 10-K for the year ended December 31, 1997.

2.   LICENSE AGREEMENT

     On December 22,1997, the Company paid $7.5 million for an exclusive
     licensing agreement to market and sell database products to the high-tech,
     telecommunications, cable and utility industries.  In conjunction with the
     agreement the Company will pay the licensor royalties and fees on revenue
     from the sale of data and services.

     The contract provides for annual target minimum payments.  Royalties and
     service fees for the database marketing products were less than that
     required to satisfy the prorated annual target minimum payments under this
     agreement; therefore, the Company recognized a liability at June 30, 1998
     for the difference.

3.   ACQUISITION OF ASSETS/ RELATED PARTY TRANSACTION

     Effective January 1, 1998, the Company purchased certain assets of
     Information Technology Forum, Inc. ("ITF") a company wholly owned by
     Charles W. Stryker, who was a Director of the Company at the time of the
     acquisition.  The assets were purchased with cash and stock and the
     transaction was accounted for under the purchase method.  The assets
     purchased were recorded at fair value at the time of purchase.  The excess
     of the purchase price over the fair value of amounts assigned to the net
     tangible assets purchased has been assigned to goodwill in the amount of
     approximately $821,000, versus $721,000 as reported in the Company's Annual
     Report on Form 10-K, due to post-closing accounting adjustments.  As the
     operations of ITF are immaterial to the Company as a whole, pro forma
     financial statements are not disclosed.

                                     10
<PAGE>

4.   STOCK REPURCHASE PROGRAM

     In January 1998, the Board of Directors approved the repurchase of up to
     850,000 shares of the Company's common stock.  As of the date of this
     filing 160,000 shares for $1.5 million were repurchased under the plan.

5.   NEW ACCOUNTING PRONOUNCEMENT

     In 1997, Statement of Financial Accounting Standard No. 131, "Disclosures
     about Segments of an Enterprise and Related Information" was issued.  SFAS
     No. 131 establishes standards for the way that public business enterprises
     report information about operating segments in interim financial reports
     issued to shareholders, which is currently not required. It also
     establishes standards for related disclosures about products and services,
     geographic areas and major customers.  The Company is required to adopt
     this standard for annual reporting in 1998 and quarterly reporting the
     first quarter of 1999.

                                     11
<PAGE>

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

     THE FOLLOWING MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS CONTAINS TREND ANALYSIS AND OTHER FORWARD-LOOKING
STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. SUCH FORWARD-LOOKING STATEMENTS
INCLUDE, BUT ARE NOT LIMITED TO, THE COMPANY'S EXPECTATIONS REGARDING ITS FUTURE
FINANCIAL CONDITION AND OPERATING RESULTS, PRODUCT DEVELOPMENT, BUSINESS AND
GROWTH STRATEGY, MARKET CONDITIONS AND COMPETITIVE ENVIRONMENT. THE COMPANY'S
ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED IN THE FORWARD-
LOOKING STATEMENTS AS A RESULT OF CERTAIN FACTORS, INCLUDING, BUT NOT LIMITED TO
RISKS ASSOCIATED WITH DATABASE MARKETING INFORMATION SERVICES, RELIANCE ON KEY
CUSTOMERS/TECHNOLOGY INDUSTRY CONSOLIDATION; DEPENDENCE ON SUBSCRIPTION AND
CONTRACT RENEWALS; FLUCTUATIONS IN OPERATING RESULTS/SEASONALITY; MANAGEMENT OF
GROWTH/POSSIBLE ACQUISITIONS; COMPETITION; DEPENDENCE ON KEY PERSONNEL;
DEVELOPMENT OF DIRECT SALES FORCE; RAPID TECHNOLOGICAL CHANGE AND NEW PRODUCT
INTRODUCTION; DATA COLLECTION RISKS; RISKS RELATED TO CIMS; HISTORY OF NET
LOSSES/UNCERTAIN PROFITABILITY; LIMITED PROTECTION OF PROPRIETARY SYSTEMS,
SOFTWARE AND PROCEDURES; AND RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS, AS
FURTHER DISCUSSED UNDER "RISK FACTORS".

OVERVIEW

     IntelliQuest is a leading provider of information, technologies, and
analysis services that are designed to improve the marketing performance of
technology companies. IntelliQuest supplies customers with timely, objective,
accurate and cost-effective information about technology markets, customers and
products on both a subscription basis and a proprietary project basis.  The
Company uses its proprietary databases, software and subscription-based
strategic consulting services to help technology companies track product
performance and customer satisfaction, measure advertising effectiveness, assess
brand strength and competitive position, determine price sensitivity, and
evaluate new products, markets or other business opportunities.  The Company
licenses custom proprietary software applications and associated services to
technology manufacturers for customer registration.  In December 1997, the
Company entered into an exclusive licensing agreement to market and sell
database products to the high-tech, telecommunications, cable and utility
industries.

     The Company's continuous services are composed of renewable subscription-
based products, renewable proprietary products, customer information products
sold under contract, and recurring conferences.  The Company's renewable
subscription-based product revenues are derived substantially from four product
families: IntelliTrack IQ, World Wide Internet Tracking Study ("WWITS"), the
Computer Industry Media Study ("CIMS"), and Zona Advisory Services. The
Company's renewable proprietary product revenues typically consist of revenues
from proprietary recurring tracking studies, panel projects, "value-add"
proprietary services, and customer information products. Revenues from the
customer information products are derived from a variety of sources, including
proprietary customer registration products, proprietary customer satisfaction
products and database marketing services. Renewable customer information
revenues include data medium sales, processing fees and reporting fees. The
Company's other services are composed of non-recurring proprietary research,
non-recurring conferences and database marketing services sold to clients where
an ongoing contractual agreement does not exist.

     Renewable subscription products, except for CIMS, are furnished pursuant to
contracts that are generally renewable annually, and revenue is amortized
prorata over the contract terms.  Substantially all

                                     12
<PAGE>

CIMS revenues and related costs are deferred and recognized upon delivery of
the final study, which typically occurs in the third quarter. Renewable
proprietary and panel products are furnished pursuant to contracts that are
generally renewable annually. Revenues for renewable proprietary and panel
products are recognized on a percentage of completion basis.  Customer
information products are recognized based on actual units shipped/processed.
Revenue for conferences is recognized in the period in which the conference
takes place.

     The Company's exposure to foreign currency rate fluctuations has been
relatively low. First, the Company generally requires payment from its customers
in U.S. dollars. Second, the Company controls vendor related foreign currency
risk both through contractual clauses requiring clients to reimburse the Company
for any material losses on contracts caused by exchange rate fluctuations and by
locking in forward currency contracts. The Company's objective in managing the
exposure to foreign currency fluctuations is to reduce earnings and cash flow
volatility associated with foreign exchange rate changes.  Accordingly, the
Company utilizes foreign currency option contracts and forward contracts to
hedge a portion of its exposure on anticipated transactions and firm commitment
transactions.  The currency hedged is the British pound.  The Company monitors
its foreign exchange exposures to ensure the overall effectiveness of its
foreign currency hedge positions.  However, there can be no assurance the
Company's foreign currency hedging activities will substantially reduce the
impact of fluctuations in currency exchange rates on its results of operations
and financial position.  As of June 30, 1998, the Company had entered into open
forward contracts for U.S. dollar / British pound sterling transactions with a
notional value of approximately $764,000.

RESULTS OF OPERATIONS

     TOTAL REVENUES.  Total revenues increased from $7.5 million to $10.0
million for the quarters ended June 30, 1997 and 1998, respectively and from
$15.0 million to $19.9 million for the six months ended June 30, 1997 and 1998,
respectively.  This growth represents a 32.9% increase for the three-month
period and a 33.0% increase for the six month period ended June 30, 1998 from
the comparable 1997 period.

     Revenues from continuous services increased 35.8% from $6.2 million to 
$8.5 million for the quarters ended June 30, 1997 and 1998, respectively and 
30.7% from $12.8 million to $16.7 million for the six-month period ended June 
30, 1997 and 1998, respectively.  This increase was due primarily to the 
addition of database marketing products, expansion of renewable proprietary 
products, and an increase in value-added proprietary services related to 
IntelliTrack IQ.  Other revenue increased 18.7% to $1.5 million for the three 
months ended June 30, 1998 from $1.3 million for the second quarter of 1997. 
Other revenue increased 45.6% from $2.3 million to $3.3 million for the six 
months ended June 30, 1997 and 1998, respectively.  This increase was 
attributable to the impact of the non-renewable component of the company's 
database marketing services, partially offset by a shift from nonrenewable to 
renewable proprietary contracts.

     Revenues attributable to international market research decreased 57.6% 
from $3.3 million to $1.5 million for the quarters ended June 30, 1997 and 
1998, respectively and 35.1% from $5.7 million to $3.7 million for the six 
months ended June 30, 1997 and 1998, respectively.  Consistent with the 
anticipated shift to more electronic solutions for customer registration, 
data medium sales, which accounted for $1.1 million of international revenues 
for the quarter ended June 30, 1997 and $1.9 million for the six months ended 
June 30, 1997 was substantially discontinued by the end of 1997.

                                     13
<PAGE>

     COSTS OF REVENUES. Costs of revenues are primarily composed of data 
collection, labor charges, database marketing service charges, royalties, 
telecommunications charges and other costs directly attributable to products 
or projects.  Costs of revenues increased 26.2% from $4.1 million to $5.1 
million for the quarters ended June 30, 1997 and 1998, respectively and 36.3% 
from $8.0 million to $10.9 million for the six months ended June 30, 1997 and 
1998, respectively.  Costs of revenues decreased as a percentage of total 
revenues from 53.9% to 51.2% for the quarters ended June 30, 1997 and 1998, 
respectively and increased to 54.7% for the six months ended June 30, 1998 
from 53.4% for the six months ended June 30, 1997.  The increase in the 
quarter-to-quarter cost of revenue as a percentage of total revenues is 
partially due to the timing of the renewal of a large contract within the 
market tracking division.  The decrease in the Company's year-to-date cost of 
revenue as a percentage of total revenues reflects a shift from discontinued 
data medium sales to a growing suite of database marketing services products. 
In addition, a shift in the product mix within this product group, combined 
with the varied product margins for specific database marketing products, 
resulted in fluctuating margins between the first and second quarter of 1998. 
The Company anticipates that this trend will continue until its database 
marketing services products reach a more mature state.

     SALES, GENERAL AND ADMINISTRATIVE EXPENSES.  Sales, general and 
administrative expenses consist primarily of personnel and other costs 
associated with sales, marketing, administration, finance, information 
systems, human resources and general management.  Sales, general and 
administrative expenses increased 141.8% from $2.0 million to $4.9 million 
for the quarters ended June 30, 1997 and 1998, respectively and 132.4% from 
$4.8 million to $11.1 million for the six months ended June 30, 1997 and 
1998, respectively.  As a percentage of total revenues, sales, general and 
administrative expenses increased to 49.5% for the second quarter of 1998 
from 27.2% for the second quarter of 1997 and to 55.5% for the six months 
ended June 30, 1998 from 31.8% for the six months ended June 30, 1997.  This 
increase is primarily related to an investment in a more experienced senior 
management team and an operating model for the Company's database marketing 
division with a higher sales, general and administrative cost component.  The 
year to date increase includes one-time adjustments in the first quarter of 
1998 totaling $1.5 million in expense related to reorganization efforts.  
Before the effect of these one-time charges, sales, general and 
administrative expenses increased 101.0% from $4.8 million to $9.6 million 
for the six months ended June 30, 1997 and 1998, respectively and the first 
six month 1998 expenses were 48.0% of revenues.  Acquisition costs expensed 
were $140,000 for the six months ended June 30, 1997.

     PRODUCT DEVELOPMENT EXPENSES.  Product development expenses include costs
incurred to develop or design new products, services or processes and
significantly enhance existing products, services, and processes.  Product
development expenses were $602,000 and $678,000 for the three months ended June
30, 1997 and 1998, respectively and $1.0 million and $3.1 million for the six
months ended June 30, 1997 and 1998, respectively.  As a percentage of total
revenues, product development expenses represented 8.0% and 6.8% for the second
quarters of 1997 and 1998, respectively and 6.7% and 15.3% for the six months
ended June 30, 1997 and 1998, respectively.  The year to date increase is
primarily related to one-time charges during the first quarter of 1998 to write-
off capitalized software development costs totaling $2 million due to an
impairment in foreseeable future benefit.  Before the effect of these one-time
charges, product development expenses for the first six months of 1998 were $1.1
million, or 5.5% of revenues, compared to $1.0 million for the first six months
of 1997.

     DEPRECIATION AND AMORTIZATION.  Depreciation and amortization increased
24.6% from $232,000 to $289,000 for the quarters ended June 30, 1997 and 1998,
respectively and 38.9% from $445,000 to $618,000 for the six months ended June
30, 1997 and 1998, respectively.  This increase was principally due to purchases
of computer equipment, costs associated with the acquisition of advanced data
delivery

                                     14
<PAGE>

alternatives to improve communications, data processing systems required to
support business growth and international expansion during 1997, and expansion
of office space.

     INCOME TAXES.  Benefit for income taxes as a percentage of income before
income taxes represents 60.7% for the quarter and 46.7% for the six months ended
June 30, 1998.  This rate is higher than the Company's combined federal and
state income tax rates due to significant interest income derived from
investments in tax-free investments as a percentage of income (loss) before
taxes.

LIQUIDITY AND CAPITAL RESOURCES

     As of June 30, 1998, the Company had cash of $1.4 million, short term
investments of $34.2 million and working capital of $45.1 million.

     During the six months ended June 30, 1998, the Company used $4.8 million
for operating activities versus generating $526,000 during the same period in
the prior year.  This increase in cash flow used for operations was primarily
due to the Company's first quarter net operating loss before one-time charges
combined with a shift in the timing of client payments.  Billed amounts are
recorded as deferred revenues on the Company's financial statements and are
recognized as income when earned.  As of June 30, 1997 and 1998 the Company had
$2.4 million and $3.3 million, respectively, of deferred revenues.  In addition,
when work is performed in advance of billing, the Company will record this work
as unbilled revenue.  As of June 30, 1997 and 1998, the Company had $2.8 million
and $3.6 million of unbilled revenues, respectively.  Substantially all deferred
and unbilled revenues will be earned and billed, respectively, within 12 months
of the respective period ends.

     For the six months ended June 30, 1997 and 1998, the Company generated 
net cash from investing activities of $2.0 million and $4.3 million, 
respectively, primarily from investments in short-term securities.  The 
generation of net cash from investing activities was partially offset by the 
Company's repurchase of 160,000 shares of its Common Stock during the second 
quarter.

     Financing activities used $467,000 during the first six months of 1997.
During the first six month of 1998, financing activities generated $54,000.

     The Company believes that future cash flows from operations, together 
with existing cash balances and short term investments, will be sufficient to 
meet its working capital and capital expenditure requirements for at least 
the next 12 months.  Beyond that time, if cash flows from operations are not 
sufficient to satisfy its financing needs, the Company may seek additional 
funding through the sale of its securities, including equity securities. 
There can be no assurance that such funding can be obtained on favorable 
terms, if at all.

                                     15
<PAGE>

YEAR 2000

     The Company has conducted a review of its computer systems to identify
those areas that could be affected by the "Year 2000" issue and is developing a
plan to resolve identified problems.  The Company presently believes, with
modification to existing software and the conversion to new software, the Year
2000 problem will not pose significant operational problems and is not
anticipated to be material to its financial position or results of operations in
any given year.

STOCK REPURCHASE PROGRAM

     In January 1998, the Board of Directors approved the repurchase of up to
850,000 shares of the Company's outstanding common stock.  As of the date of
this filing 160,000 shares for $1.5 million were repurchased under the plan.

RISK FACTORS

     RISKS ASSOCIATED WITH DATABASE MARKETING INFORMATION SERVICES.  The Company
hopes to achieve a significant portion of its future revenue growth through the
expansion of its customer registration business and the development of database
marketing products associated with the registration business.  The Company has
limited experience in the database marketing industry and there can be no
assurance that the Company will be successful in developing and marketing its
new line of database marketing products.  The Company also intends to rely in
large part on strategic alliances and the acquisition of related technologies in
order to expand its database marketing offerings. The Company's management has
limited experience dealing with the issues of product, systems, personnel and
business strategy integration posed by such alliances and acquisitions, and no
assurance can be given that such alliances and acquisitions will be managed
without a material adverse effect on the business of the Company.  The Company
intends to process its database marketing solutions through a licensing
agreement under which the Company has a perpetual, but cancelable, contract to
receive such services from the licensor. The Company currently has no other
means of providing alternative methods of processing in the event of a natural
catastrophe, cancellation of the contract, or other unforeseeable event.  In
addition, a significant amount of projected database marketing revenues is
attributable to this licensing agreement, which is cancelable by either party
under certain conditions.

     HISTORY OF NET LOSSES; UNCERTAIN PROFITABILITY.  The Company incurred net
annual losses in each year from 1991 through 1994 before recording a net profit
in each of 1995, 1996 and 1997.  In view of the Company's prior operating
history and recent reorganization, there can be no assurance that the Company
will be able to maintain profitability on a quarterly or annual basis or that it
will be able to sustain or increase its revenue growth in future periods.

     RELIANCE ON KEY CUSTOMERS; TECHNOLOGY INDUSTRY CONSOLIDATION.  The Company
has relied on a limited number of key customers for the majority of its
revenues. The Company's 10 largest customers in 1997 generated 55.1% of the
Company's revenues for the year. In 1997, the Company's two largest customers,
IBM and Hewlett-Packard, each accounted for over 10% of the Company's revenues
and together accounted for 27.7% of revenues. The Company expects that three
customers will each account for over 10% of revenues in 1998. Over time key
customers will vary depending upon the seasonality or the nature of the
contracts.  Substantially all of the Company's subscriptions and customer
contracts are renewable annually at the option of the Company's customers,
although no obligation to renew exists and a customer generally has no minimum
purchase commitments thereunder. In addition, significant

                                     16
<PAGE>

consolidation of companies in the technology industries served by the Company
is underway, a trend which the Company believes will continue. Consolidation
among the Company's top customers could adversely affect aggregate customer
budgets for the Company's products and services. No assurances can be given
that the Company will maintain its existing customer base or that it will be
able to attract new customers. The loss of one or more of the Company's large
customers or a significant reduction in business from such customers,
regardless of the reason, would have a material adverse effect on the Company.

     DEPENDENCE ON SUBSCRIPTION AND CONTRACT RENEWALS.  In 1997, 87.0% of the
Company's revenues were derived from subscriptions to the Company's renewable
subscription-based products and contracts for renewable proprietary products.
The Company expects that a material portion of its revenues for the foreseeable
future will continue to be derived from such subscriptions and contracts.
Substantially all such subscriptions and customer contracts are renewable
annually at the option of the Company's customers, although no obligation to
renew exists and a customer generally has no minimum purchase commitments
thereunder. To the extent that customers fail to renew or defer their renewals
from the quarter anticipated by the Company, the Company's quarterly results may
be materially adversely affected. The Company's ability to secure renewals is
dependent upon, among other things, its ability to deliver consistent,
high-quality and timely data. In addition, the marketing and market research
activities of the Company's customers are dependent on the timing of their new
product introductions, size of marketing budgets, operating performance,
industry and economic conditions and changes in management or ownership. As a
result of such factors, there can be no assurance that the Company will be able
to maintain its historically high renewal rates. Any material decline in renewal
rates from such levels would have a material adverse effect on the Company's
operating results.

     FLUCTUATIONS IN OPERATING RESULTS; SEASONALITY.  The Company's operating
results in any particular fiscal period have fluctuated in the past and will
likely fluctuate significantly in the future due to various factors. The Company
expects that revenues from customer registration products will continue to
increase during 1998.  However, such revenues are primarily a function of the
timing of customer shipments, which can be difficult to forecast and over which
the Company has no control.  Any delay in customer orders for the Company's
customer registration products, or a decrease in orders due to adoption by
customers of custom software applications, could have a material adverse effect
on the Company's future operating results.  In addition, substantially all
revenues and expenses attributable to the Company's CIMS product for a
particular year are deferred and recognized when the final study is completed
and delivered, usually in the third quarter of that year. Delay in delivering
the final study in any given year could postpone recognition of such revenues
and expenses until the fourth quarter of such year, which would materially
affect operating results for such third and fourth quarters. Furthermore, all
costs related to CIMS are included in cost of revenues and none are allocated to
sales, general and administrative costs, which tends to reduce the Company's
third quarter gross margin below that of other quarters. Many of the Company's
customers operate in industry segments that are becoming increasingly seasonal
as technology vendors have increased their focus on consumer markets, with sales
in the fourth calendar quarter constituting a growing portion of the annual
sales of such customers. This may translate into seasonal demand for the
Company's products, particularly the customer registration products. In
addition, the Company's operating results may fluctuate as a result of a variety
of other factors, including the timing of orders from customers, the size and
timing of orders for customer registration products, response rates on customer
information products, delays in development and customer acceptance of custom
software applications, product or panel development expenses, new product or
service introductions or announcements by the Company or its competitors, levels
of market acceptance for new products and services, the hiring and training of
additional staff and customer demand for market research, as well as general
economic conditions. Because a significant portion of the Company's

                                     17
<PAGE>

overhead is fixed in the short term and because spending commitments must be
made in advance of revenue commitments by customers, the Company's results of
operations may be materially adversely affected in any particular quarter if
revenues fall below the Company's expectations. These factors, among others,
make it likely that in some future quarter the Company's operating results may
be below the expectations of securities analysts and investors, which would
have a material adverse effect on the market price of the Company's Common
Stock.

     DEVELOPMENT OF DIRECT SALES FORCE.  The Company has historically relied on
customer referrals, supplemented by its own sales and marketing efforts, to
generate the majority of its revenue growth.  As the Company develops new
products and services targeted at more complex, integrated marketing solutions,
it intends to continue to develop and expand its sales force. The Company's
plans for future growth may depend in part on, among other things, its unproven
ability to hire, train, deploy, manage and retain an increasingly large and more
sophisticated direct sales force. There can be no assurance that the Company
will be able to develop or manage such a sales force.

     MANAGEMENT OF GROWTH; POSSIBLE ACQUISITIONS.  Since inception, the
Company's growth has placed significant demands on the Company's management,
administrative, operational and financial resources. In order to manage its
growth, the Company will need to continue to implement and improve its
operational, financial and management information systems and continue to
expand, motivate and effectively manage an evolving and expanding workforce. If
the Company's management is unable to effectively manage under such
circumstances, the quality of the Company's products, its ability to retain key
personnel and its results of operations could be materially adversely affected.
Furthermore, there can be no assurance that the Company's business will continue
to expand. The Company's growth could be adversely affected by reductions in
customers' spending on market research or customer information products,
increased competition, possible pricing pressures and other general economic
trends. Although market research expenditures by technology companies have
increased in recent years as such companies have adopted certain marketing
strategies traditionally utilized by consumer goods manufacturers, there can be
no assurance that this trend will continue or that technology companies will
continue to rely on externally-generated market research to enhance the
marketing of their products.

     The Company hopes to achieve a portion of its future revenue growth, if
any, through acquisitions of complementary businesses, products or technologies,
although the Company currently has no commitments or agreements with respect to
any such acquisition. The Company's management has limited experience dealing
with the issues of product, systems, personnel and business strategy integration
posed by acquisitions, and no assurance can be given that any past or possible
future acquisitions will be managed without a material adverse effect on the
business of the Company. In addition, there can be no assurance that any
possible future acquisition will not dilute the Company's earnings per share.

     COMPETITION.  Overall, the technology-focused market research industry is
highly competitive. The Company has traditionally competed directly with
relatively small, local providers of survey-based technology-focused market
research. The Company also competes directly with third party providers of
customer information software, such as Leader, Inc. and Encompass, Inc., as well
as vendors' own customer information software. In addition, the Company competes
indirectly with significant providers of (i) analyst-based, technology-focused
market research (such as Gartner Group, Inc., META Group, Inc. and Forrester
Research, Inc.); (ii) survey-based, general market research (such as NFO
Research, Inc., Market Facts, Inc., Information Resources, Inc. and The NPD
Group, Inc.); (iii) analyst-based, general business consulting and (iv) database
marketing (such as Axciom

                                     18
<PAGE>

Corporation and Metromail Corporation). Most of these competitors have
substantially greater financial, information gathering and marketing resources
than the Company and could decide to increase their resource commitments to
the Company's market. Moreover, each of these companies currently competes
indirectly, if not directly, for funds available within aggregate
industry-wide market research budgets. There are few barriers to entry into
the Company's market, and the Company expects increased competition in one or
more market segments addressed by the Company, which could adversely affect
the Company's operating results through pricing pressure, required increased
marketing expenditures and loss of market share, among other factors. There
can be no assurance that the Company will continue to compete successfully
against existing or new competitors.

     DEPENDENCE ON KEY PERSONNEL.  The Company's future performance will depend
to a significant extent upon the efforts and abilities of key personnel who have
expertise in developing, interpreting and selling survey-based information for
technology markets. Although customer relationships are managed at many levels
in the Company, the loss of one or more of IntelliQuest's corporate officers or
senior managers could have an adverse effect on the Company's business. The
Company's success may also depend on its ability to hire, train and retain
skilled personnel in all areas of its business. Competition for qualified
personnel in the Company's industry is intense, and many of the companies with
which the Company competes for qualified personnel have substantially greater
financial and other resources than the Company. Furthermore, competition for
qualified personnel can be expected to become more intense as competition in the
Company's industry increases. There can be no assurance that the Company will be
able to recruit, retain and motivate a sufficient number of qualified personnel
to compete successfully.

     RAPID TECHNOLOGICAL CHANGE AND NEW PRODUCT INTRODUCTION.  The Company's
customers compete in markets characterized by rapid, continual technological
change. The Company's success will depend in part upon its ability to anticipate
and keep pace with rapidly changing technology and to add new products and
services which address the increasingly sophisticated, rapidly changing and
demanding needs of its customers and their evolving market strategies. In
particular, the Company is expending significant resources to develop its
proprietary customer information products to take advantage of certain market
opportunities. However, such software products may contain defects following
customization or when new versions are released; the Company has in the past
discovered software defects in certain of its products and may experience delays
or lost revenue to correct such defects in the future. In addition, the
significant growth in the use of the World Wide Web has created the opportunity
to use the Internet as an information transmission medium. Accordingly, the
Company is expending significant resources to develop Internet-based information
collection tools and data delivery. There can be no assurance, however, that the
Company will be successful in developing and marketing, on a timely basis, these
or other new or improved products and services that adequately and competitively
address the needs of the marketplace. Any failure to continue to provide
insightful and timely data in a manner that meets rapidly changing market needs
could materially and adversely affect the Company's future operating results.

     DATA COLLECTION RISKS.  The Company currently collects information both
telephonically and electronically. In addition, certain of the Company's new
products and services involve the use of the Internet and commercial online
services to gather information from end users for processing and sale to
customers of the Company. A number of legislative initiatives exist domestically
and abroad that seek to regulate the telephonic or electronic collection of data
about persons. In addition, an increasing number of court cases have been
brought seeking damages and injunctive relief for actions allegedly violating
so-called "rights of privacy." The law in this area, both statutory and case
law, is highly unsettled. No assurance can be given, therefore, that the Company
will be allowed to continue to pursue existing or

                                     19
<PAGE>

proposed new products and services. In addition, the Company's ability to
provide timely and accurate market research to its customers depends on its
ability to collect large quantities of high quality data through interviews,
customer registrations, product satisfaction questionnaires and certain other
surveys. If receptivity to the Company's customer registration, interview and
survey methods by respondents declines, or for some other reason their
willingness to complete and return surveys, registrations, or other
information declines, or if the Company for any reason cannot rely on the
integrity of the data it receives, it would reduce the quantity and/or quality
of the data the Company seeks to disseminate and would have a material adverse
effect on the Company's ability to market and sell its market research
products and on its results of operations.

     RISKS RELATED TO CIMS.  CIMS is one of the leading databases of media
readership and viewership habits of both business and household technology
purchase influencers in the United States. Because many advertisers use CIMS
data as a key component in their media buying decisions and because many media
companies use CIMS data to promote their media properties, such data can have a
significant impact on advertiser demand for, and advertising rates charged by,
such media properties. In the past, it has not been unusual for media companies
with properties that have not performed well in the studies to be dissatisfied
with the results of the studies or the manner in which such results have been
used by their competitors.  Although media company dissatisfaction has not
resulted in litigation against the Company, there can be no assurance that the
Company will not face future litigation as a result of media company
dissatisfaction with CIMS or the results thereof, and if initiated, that such
litigation will not have a material adverse effect on the Company's business,
financial condition or results of operations.

     LIMITED PROTECTION OF PROPRIETARY SYSTEMS, SOFTWARE AND PROCEDURES.  The
Company's success is in part dependent upon its proprietary software technology,
research methods, data analysis techniques, and internal systems and procedures
that it has developed specifically to serve customers in the technology
industry. The Company has no patents; consequently, it relies on a combination
of copyright, trademark and trade secret laws and employee and third party
non-disclosure agreements to protect its proprietary systems, software and
procedures. There can be no assurance that the steps taken by the Company to
protect its proprietary rights will be adequate to prevent misappropriation of
such rights or that third parties will not independently develop functionally
equivalent or superior systems, software or procedures. The Company believes
that its systems, software and procedures and other proprietary rights do not
infringe upon the proprietary rights of third parties. There can be no
assurance, however, that third parties will not assert infringement claims
against the Company in the future or that any such claims will not require the
Company to enter into materially adverse license arrangements or result in
protracted and costly litigation, regardless of the merits of such claims.

     RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS.  Revenues attributable to
international market research represented 28.6% of the Company's revenues for
1997. The Company expects that revenues from international market research will
continue to account for a significant portion of its revenues and intends to
continue to expand its international market research efforts. However, the
Company's international data collection operations are subject to numerous
inherent challenges and risks, including maintenance of an international data
collection network that adheres to the Company's quality standards, fluctuations
in exchange rates, foreign political and economic conditions, tariffs and other
trade barriers, longer accounts receivable collection cycles and potentially
adverse tax consequences. In addition, demand for the Company's international
market research depends on the international sales and operations of its
customers, which may increase or decrease over time. The addition of market
research coverage in new geographic territories can be expected to require the
commitment of considerable management and financial resources and may negatively
impact the Company's near-term results of

                                     20
<PAGE>

operations. Any material decline in the Company's ability to provide and
market timely, high-quality data that is consistent across international
markets would have a material adverse effect on the Company's results of
operations.

     VOLATILITY OF STOCK PRICE.  The trading price of the Company's Common Stock
has been volatile and is likely to continue to be subject to wide fluctuations
in response to a variety of factors, including quarterly variations in operating
results, the signing of new contracts, new customers, consolidations in the
industry, technological innovations or new products by the Company or its
competitors, developments in patents or other intellectual property rights,
general conditions in the technology-focused market research industry, revised
earnings estimates, comments or recommendations issued by analysts who follow
the Company, its competitors or the technology-focused, market research industry
and general economic and market conditions.  In addition, it is possible that
in some future period the Company's operating results may be below the
expectations of public market analysts and investors.  In such event, the price
of the Company's Common Stock could be materially adversely affected.
Additionally, the stock market in general has experienced extreme price
volatility in recent years.  Volatility in price and volume has had a
substantial effect on the market prices of many companies for reasons unrelated
or disproportionate to the operating performance of such companies.  These broad
market fluctuations could have a significant impact on the market price of the
Company's Common Stock.

                                     21
<PAGE>

PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings
          None.

Item 2.   Changes in Securities
          None.

Item 3.   Defaults Upon Senior Securities
          None.

Item 4.   Submission of Matters to a Vote of Security Holders
          The annual meeting of shareholders was held May 12, 1998.  Of the 
          outstanding shares, 71.39% voted. The following votes were tabulated 
          for the specific proposals:

          Proposal #1. Election of Directors:

<TABLE>
<CAPTION>
                                 For         Withheld
<S>                           <C>            <C>
          Peter Zandan        6,034,554       21,212
          Brian Sharples      6,034,554       21,212
          Lee Walker          6,034,554       21,212
          Bill Wood           6,034,554       21,212
</TABLE>

          Proposal #2. Proposal to amend the Company's 1996 Stock Plan to 
          increase the number of shares reserved by 340,000, bringing the total
          number of shares issuable thereunder to 1,040,000:

<TABLE>
<CAPTION>
          For          Against     Abstain
<S>                    <C>          <C> 
          5,513,133    535,890      6,743
</TABLE>

          Proposal #3. Proposal to ratify the appointment of Price Waterhouse 
          LLP as the Company's independent auditors for the fiscal year ending 
          December 31, 1998:

<TABLE>
<CAPTION>
          For          Against     Abstain
<S>                    <C>          <C> 
          6,043,745     3,875       6,146
</TABLE>

Item 5.   Other Information
          None

Item 6.  Exhibits and Reports on Form 8-K
          (a)  Exhibits
                    11.1 Statement Regarding Computation of Net Income Per Share
                    27   Financial Data Schedule
          (b)  Reports on Form 8-K
                    None.

                                     22
<PAGE>

SIGNATURES

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

DATED August 14, 1998
                                 IntelliQuest Information Group, Inc.
                                 (Registrant)



                                 By:  /s/ Susan Georgen-Saad
                                    ----------------------------------
                                    Susan Georgen-Saad
                                    Chief Financial Officer


                                     23