<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:  September 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 OCTOBER 31, 1998
   Common Stock, $.0001 par value                     8,237,229



                                       1
<PAGE>
                                       
                      INTELLIQUEST INFORMATION GROUP, INC.
                                     INDEX

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

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

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

              Condensed Consolidated Statement of Operations (unaudited)
              Nine months ended September 30, 1998 and 1997                    5
                 
              Consolidated Statement of Comprehensive Income (unaudited)                 
              Three months ended September 30, 1998 and 1997                   6

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

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

              Notes to Consolidated Financial Statements                      10

   Item 2.  Management's Discussion and Analysis of Financial Condition
            and Results of Operations                                         12

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                                  24

   Signatures                                                                 25
</TABLE>
                                                                              


                                       2
<PAGE>

PART I.   FINANCIAL INFORMATION

Item 1.   Condensed Consolidated Financial Statements
                                       
                      INTELLIQUEST INFORMATION GROUP, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEET
                       (IN THOUSANDS, EXCEPT SHARE DATA)
                                       
<TABLE>
<CAPTION>
                                                     SEPTEMBER 30,   DECEMBER 31,
                                                         1998           1997     
                                                     ------------    -----------
                                                     (UNAUDITED)
<S>                                                  <C>             <C>
                          ASSETS
Current Assets:
  Cash and equivalents. . . . . . . . . . . . . . . .   $ 1,736       $ 1,785
  Short-term investments. . . . . . . . . . . . . . .    33,997        40,752
  Accounts receivable, net. . . . . . . . . . . . . .    11,322         7,904
  Unbilled revenues . . . . . . . . . . . . . . . . .     4,495         2,840
  Projects in process . . . . . . . . . . . . . . . .       125           127
  Prepaid expenses and other assets . . . . . . . . .     2,925           593
                                                        -------       -------
    Total current assets. . . . . . . . . . . . . . .    54,600        54,001
  Furniture and equipment, net. . . . . . . . . . . .     2,577         4,436
  License agreements, net . . . . . . . . . . . . . .     7,376         7,500
  Other assets. . . . . . . . . . . . . . . . . . . .     1,528         1,470
                                                        -------       -------
    Total assets. . . . . . . . . . . . . . . . . . .   $66,081       $67,407
                                                        -------       -------
                                                        -------       -------

        LIABILITIES AND STOCKHOLDERS' EQUITY 
Current Liabilities:
  Accounts payable. . . . . . . . . . . . . . . . . .   $ 2,931       $ 2,474
  Accrued liabilities . . . . . . . . . . . . . . . .     3,710         1,918
  Deferred revenues . . . . . . . . . . . . . . . . .     2,322         2,420
  Other current liabilities . . . . . . . . . . . . .       559           553
                                                        -------       -------
    Total current liabilities . . . . . . . . . . . .     9,522         7,365
Obligations under capital leases and deferred rent. .       112           172
                                                        -------       -------
    Total liabilities . . . . . . . . . . . . . . . .     9,634         7,537
                                                        -------       -------
 
Common Stockholders' Equity:
  Common stock, $.0001 par value, 30,000,000 
   shares authorized, 8,499,000 and 8,411,000 
   shares issued, respectively; 270,000 and 0 
   shares of treasury stock, respectively; and 
   8,229,000 and 8,411,000 shares outstanding, 
   respectively . . . . . . . . . . . . . . . . . . .         1             1
  Capital in excess of par value. . . . . . . . . . .    57,241        58,834
  Deferred compensation . . . . . . . . . . . . . . .       (23)          (33) 
  Accumulated other comprehensive income. . . . . . .       122            46
  Accumulated (deficit) earnings. . . . . . . . . . .      (894)        1,022
                                                        -------       -------
    Total common stockholders' equity . . . . . . . .    56,447        59,870
                                                        -------       -------
      Total liabilities and stockholders' equity. . .   $66,081       $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 
                                                  SEPTEMBER 30, 1998   SEPTEMBER 30, 1997
                                                  ------------------   ------------------
<S>                                               <C>                  <C>
Revenues:
  Continuous services. . . . . . . . . . . . . . .     $12,445               $11,401
  Other services . . . . . . . . . . . . . . . . .       1,399                 1,126
                                                       -------               -------
  Total revenues . . . . . . . . . . . . . . . . .      13,844                12,527
                                                       -------               -------

Operating expenses:
  Costs of revenues. . . . . . . . . . . . . . . .       7,688                 7,211
  Sales, general and administrative. . . . . . . .       4,561                 3,148
  Product development. . . . . . . . . . . . . . .         605                   551
  Depreciation and amortization. . . . . . . . . .         352                   244
                                                       -------               -------
  Total operating expenses . . . . . . . . . . . .      13,206                11,154
                                                       -------               -------

Operating income . . . . . . . . . . . . . . . . .         638                 1,373

Interest income, net . . . . . . . . . . . . . . .         318                   494
                                                       -------               -------
Income before income taxes . . . . . . . . . . . .         956                 1,867
Provision for income taxes . . . . . . . . . . . .         255                   485
                                                       -------               -------
Net income . . . . . . . . . . . . . . . . . . . .     $   701               $ 1,382
                                                       -------               -------
                                                       -------               -------

Basic earnings per share . . . . . . . . . . . . .     $   .08               $   .16

Diluted earnings per share . . . . . . . . . . . .     $   .08               $   .16 

Basic weighted average shares outstanding. . . . .       8,307                 8,390

Diluted weighted average shares outstanding. . . .       8,353                 8,587
</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>
                                                     NINE MONTHS           NINE MONTHS  
                                                        ENDED                 ENDED 
                                                   SEPTEMBER 30, 1998   SEPTEMBER 30, 1997
                                                   ------------------   ------------------
<S>                                                <C>                  <C>
Revenues:
  Continuous services. . . . . . . . . . . . . . .      $29,114              $24,152
  Other services . . . . . . . . . . . . . . . . .        4,676                3,376
                                                        -------              -------
  Total revenues . . . . . . . . . . . . . . . . .       33,790               27,528
                                                        -------              -------

Operating expenses:
  Costs of revenues. . . . . . . . . . . . . . . .       18,599               15,218
  Sales, general and administrative. . . . . . . .       15,629                7,911
  Product development. . . . . . . . . . . . . . .        3,665                1,562
  Depreciation and amortization. . . . . . . . . .          970                  689
                                                        -------              -------
  Total operating expenses . . . . . . . . . . . .       38,863               25,380
                                                        -------              -------

Operating (loss) income. . . . . . . . . . . . . .       (5,073)               2,148

Interest income, net . . . . . . . . . . . . . . .        1,086                1,404
                                                        -------              -------
(Loss) income before income taxes. . . . . . . . .       (3,987)               3,552
(Benefit from) provision for income taxes. . . . .       (2,052)                 773
                                                        -------              -------
Net (loss) income. . . . . . . . . . . . . . . . .      $(1,935)             $ 2,779
                                                        -------              -------
                                                        -------              -------

Basic (loss) earnings per share. . . . . . . . . .      $  (.23)             $   .33  

Diluted (loss) earnings per share. . . . . . . . .      $  (.23)             $   .33 

Basic weighted average shares outstanding. . . . .        8,413                8,308

Diluted weighted average shares outstanding. . . .        8,413                8,477
</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 
                                                    SEPTEMBER 30, 1998   SEPTEMBER 30, 1997
                                                    ------------------   ------------------
<S>                                                 <C>                 <C>
Net income. . . . . . . . . . . . . . . . . . . . .        $701                $1,382
                                                           ----                ------
Other comprehensive income, net of tax:
  Foreign currency translation adjustments, net . .          18                     1
   
  Unrealized gain on securities, net. . . . . . . .          37                    19
                                                           ----                ------

Other comprehensive income. . . . . . . . . . . . .          55                    20
                                                           ----                ------

Comprehensive  income . . . . . . . . . . . . . . .        $756                $1,402
                                                           ----                ------
                                                           ----                ------
</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>
                                                         NINE MONTHS         NINE MONTHS  
                                                            ENDED               ENDED 
                                                     SEPTEMBER 30, 1998   SEPTEMBER 30, 1997
                                                     ------------------   ------------------
<S>                                                  <C>                  <C>
Net (loss) income . . . . . . . . . . . . . . . . .        $(1,935)             $2,779
                                                           -------              ------
Other comprehensive (loss) income, net of tax:
  Foreign currency translation adjustments, net . .             22                  (5)            
  Unrealized gain on securities, net. . . . . . . .             23                  22
                                                           -------              ------

Other comprehensive income. . . . . . . . . . . . .             45                  17
                                                           -------              ------

Comprehensive (loss) income . . . . . . . . . . . .        $(1,890)             $2,796
                                                           -------              ------
                                                           -------              ------
</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>
<CAPTION>
                                                       NINE MONTHS          NINE MONTHS  
                                                          ENDED                ENDED 
                                                    SEPTEMBER 30, 1998  SEPTEMBER  30, 1997                                     
                                                    ------------------  -------------------
<S>                                                 <C>                 <C>
Cash flows used in operating activities:
   Net (loss) income . . . . . . . . . . . . . . .     $   (1,935)         $    2,779
   Adjustments to reconcile net income to net 
   cash used in operating activities:
       Depreciation and amortization . . . . . . .          1,187                 689
       Bad debt expense. . . . . . . . . . . . . .            316                 110
       Asset impairment and loss on disposal of
         assets. . . . . . . . . . . . . . . . . .          2,873                  30
       Deferred compensation . . . . . . . . . . .             10                  10
Net changes in assets and liabilities:
       Accounts receivable and unbilled 
         revenues. . . . . . . . . . . . . . . . .         (5,697)             (2,169)
       Prepaid expenses and other assets . . . . .         (2,687)                (35)
       Projects in process . . . . . . . . . . . .              2                  98
       Accounts payable and accrued expenses . . .          2,159                 942
       Deferred revenues . . . . . . . . . . . . .            (98)               (433)
       Other . . . . . . . . . . . . . . . . . . .            407                (307)
                                                        ---------           ---------
  Net cash (used in) provided by operating                 (3,463)              1,714 
    activities . . . . . . . . . . . . . . . . . .      ---------           ---------

Cash flows from investing activities:
   Purchases of short-term investments . . . . . .       (156,436)           (130,461)
   Sales and maturities of short-term 
     investments . . . . . . . . . . . . . . . . .        163,011             133,158
   Purchases of equipment and leasehold 
     improvements. . . . . . . . . . . . . . . . .           (866)             (2,369)
   Purchase of Information Technology Forum 
     assets, net of cash acquired. . . . . . . . .           (138)                  -
   Purchase of treasury stock. . . . . . . . . . .         (2,385)                  -
   Other . . . . . . . . . . . . . . . . . . . . .            144                   -
                                                        ---------           ---------
  Net cash provided by investing activities. . . .          3,330                 328
                                                        ---------           ---------

Cash flows used in financing activities:
   Proceeds from issuance of stock, net. . . . . .             54                  80
   Borrowings under line of credit . . . . . . . .              -               2,265
   Repayments under line of credit . . . . . . . .              -              (2,451)
   Other . . . . . . . . . . . . . . . . . . . . .             30                  27
                                                        ---------           ---------
Net cash provided by (used in) financing 
  activities . . . . . . . . . . . . . . . . . . .             84                 (79)
                                                        ---------           ---------

   Net (decrease) increase in cash and 
     equivalents . . . . . . . . . . . . . . . . .            (49)              1,963
   Cash and equivalents at the beginning of the 
     period. . . . . . . . . . . . . . . . . . . .          1,785                 734
                                                        ---------           ---------
   Cash and equivalents at the end of the 
     period. . . . . . . . . . . . . . . . . . . .      $   1,736           $   2,697
                                                        ---------           ---------
                                                        ---------           ---------

Supplemental cash flow disclosures:
   Interest paid . . . . . . . . . . . . . . . . .      $       1           $     24
   Taxes paid. . . . . . . . . . . . . . . . . . .             49                767
</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>
<CAPTION>
                                                         NINE MONTHS        NINE MONTHS  
                                                            ENDED              ENDED 
                                                      SEPTEMBER 30, 1998  SEPTEMBER 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 and
     database services to technology and telecommunication 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 September 30, 1998 and the results of the Company's
     operations and its cash flows for the nine-month periods ended September
     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 September 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 November 10, 1998,
     355,000 shares have been repurchased for $2.9 million in open market
     transactions.

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; RISKS ASSOCIATED WITH INTERNATIONAL OPERATION; AND RISKS 
ASSOCIATED WITH YEAR 2000 COMPLIANCE,, AS FURTHER DISCUSSED UNDER "RISK 
FACTORS".

RESULTS OF OPERATIONS

     TOTAL REVENUES.   Total revenues increased from $12.5 million to $13.8 
million for the quarters ended September 30, 1997 and 1998, respectively and 
from $27.5 million to $33.8 million for the nine months ended September 30, 
1997 and 1998, respectively.  This growth represents a 10.5% increase for the 
three-month period and a 22.7% increase for the nine month period ended 
September 30, 1998 from the comparable 1997 period.  
     
     Revenues from continuous services increased 9.2% from $11.4 million to 
$12.4 million for the quarters ended September 30, 1997 and 1998, 
respectively and 20.5% from $24.2 million to $29.1 million for the nine-month 
period ended September 30, 1997 and 1998, respectively.  The quarter to 
quarter  increase was due primarily to the addition of database marketing  
products offset by the shift in the timing of a major conference from the 
third quarter of 1997 to the fourth quarter of 1998.  These factors, combined 
with the expansion of renewable proprietary products and offset by 
discontinued data medium sales, were responsible for the year to date 
increase in revenue. Other revenue increased 24.2% to $1.4 million for the 
three months ended September 30, 1998 from $1.1 million for third quarter of 
1997. Other revenue increased 38.5% from $3.4 million to $4.7 million for the 
nine months ended September 30, 1997 and 1998, respectively.   This increase 
was attributable to the addition of non-renewable database marketing products 
in 1998.  In addition, the year to date increase was partially offset by a 
shift from non-renewable to renewable proprietary contracts.   
     
     Revenues attributable to international market research decreased 41.4% 
from $2.4 million to $1.4 million for the quarters ended September 30, 1997 
and 1998, respectively and 37.6% from $8.2 million to $5.1 million for the 
nine months ended September 30, 1997 and 1998, respectively.  Consistent with 
the anticipated shift to more electronic solutions for customer registration, 
data medium sales, which accounted for $500,000 of international revenues for 
the quarter ended September 30, 1997 and $2.5 million for the nine months 
ended September 30, 1997 were substantially discontinued by the end of 1997.  

                                       12
<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 6.6% from $7.2 million to $7.7 
million for the quarters ended September 30, 1997 and 1998, respectively and 
22.2% from $15.2 million to $18.6 million for the nine months ended September 
30, 1997 and 1998, respectively.  Costs of revenues decreased as a percentage 
of total revenues from 57.6% to 55.5% for the quarters ended September 30, 
1997 and 1998, respectively and decreased to 55.0% for the nine months ended 
September 30, 1998 from 55.3% for the nine months ended September 30, 1997.  
The decrease in the Company's 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 and cost reductions in customer 
registration products.  These decreases in cost of revenues were partially 
offset by an increase in costs for certain syndicated products and accruals 
for anticipated target minimum payments under the license agreement for 
database marketing services.   The quarter to quarter increase is partially 
impacted by the shift in the timing of a major conference, with a lower gross 
profit margin, from the third quarter of 1997 to the fourth quarter of 1998.  
The first quarter of 1998 included a one-time adjustment of $360,000.  Before 
the impact of the one-time adjustment, cost of revenues increased 20.0% from 
$15.2 million to $18.2 million for the nine months ended September 30, 1997 
and 1998, respectively.

     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 44.9% from $3.1 million to $4.6 million for 
the quarters ended September 30, 1997 and 1998, respectively and 97.6% from 
$7.9 million to $15.6 million for the nine months ended September 30, 1997 
and 1998, respectively.  As a percentage of total revenues, sales, general 
and administrative expenses increased to 32.9% for the third quarter of 1998 
from 25.1% for the third quarter of 1997 and to 46.3% for the nine months 
ended September 30, 1998 from 28.7% for the nine months ended September 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 requiring a higher sales, general and 
administrative operating 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 78.7% 
from $7.9 million to $14.1 million for the nine months ended September 30, 
1997 and 1998, respectively and the first nine months 1998 expenses were 
41.8% of revenues.  Acquisition costs expensed were $140,000 for the nine 
months ended September 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 $551,000 and $605,000 for the three months ended 
September 30, 1997 and 1998, respectively and $1.6 million and $3.7 million 
for the nine months ended September 30, 1997 and 1998, respectively.  As a 
percentage of total revenues, product development expenses represented 4.4% 
for both the third quarters of 1997 and 1998 and 5.7% and 10.8% for the nine 
months ended September 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 nine 
months of 1998 were $1.7 million, or  5.0% of revenues, compared to $1.6 
million for the first nine months of 1997.

                                       13
<PAGE>

     DEPRECIATION AND AMORTIZATION.  Depreciation and amortization increased 
44.3% from $244,000 to $352,000 for the quarters ended September 30, 1997 and 
1998, respectively and 40.8% from $689,000 to $970,000 for the nine months 
ended September 30, 1997 and 1998, respectively.  This increase was 
principally due to purchases of computer equipment, costs associated with the 
acquisition of advanced data delivery alternatives to improve communications, 
data processing systems required to support business growth and international 
expansion during 1997, and expansion of office space. 
     
     INCOME TAXES.   Provision (benefit) for income taxes as a percentage of 
income before income taxes represents 26.7% for the quarter and (51.5)% for 
the nine months ended September 30, 1998.  This rate varies from 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 September 30, 1998, the Company had cash of $1.7 million, short 
term investments of $34.0 million and working capital of $45.1 million.

     During the nine months ended September 30, 1998, the Company used $3.5 
million for operating activities versus generating $1.7 million 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 for proprietary and syndicated products are 
recorded as deferred revenues on the Company's financial statements and are 
recognized as income when earned. Transaction services are billed the month 
following collection of data  and database services are billed when shipped.  
 As of September 30, 1997 and 1998 the Company had $2.4 million and $2.3 
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 September 30, 1997 and 1998, the Company had $2.8 
million and $4.5 million of unbilled revenues, respectively.  The increase is 
partially a result of a change in billing practices for database marketing 
products and customer registration in 1998.  In 1997 services were billed the 
last day of the month; in 1998 they are billed the month following the 
collection of data. Substantially all deferred and unbilled revenues will be 
earned and billed, respectively, within 12 months of the respective period 
ends. 

     For the nine months ended September 30, 1997 and 1998, the Company 
generated net cash from investing activities of $328,000 and $3.3 million, 
respectively, primarily from investments in short-term securities.   During 
1998 sales of investments exceeded purchases of investments to fund net 
operating losses.  The generation of net cash from investing activities was 
partially offset by the Company's repurchase of 270,000 shares of its Common 
Stock during the second and third quarters.   

     Financing activities used net cash of $79,000 for the first nine 
months of 1997 and provided net cash of $84,000 during the first nine months 
of 1998.  The increase in funds generated are the result of the termination 
of the line of credit in 1997.
 
     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. 

                                       14
<PAGE>

YEAR 2000 COMPLIANCE

     The Year 2000 issue is a result of computer programs that were written 
using two digits rather than four to define the applicable year.  For 
example, computer programs that have time-sensitive software may recognize a 
date using "00" as the year 1900 rather than the year 2000.  To the extent 
that the Company's software applications contain operating instructions that 
are unable to interpret appropriately the upcoming calendar year 2000 and 
beyond, some level of modification or replacement of such applications will 
be necessary to avoid system failures and the temporary inability to process 
transactions or engage in other normal business activities.

     Management has implemented a company wide program to assess the computer 
systems and applications for the year 2000.  A team was established in 1998, 
headed by the Company's chief operating officer, to coordinate the Company's 
Year 2000 compliance efforts.  The Year 2000 team is staffed with 
representatives of the Company's management information group and the 
business units. Consultants and legal counsel are being leveraged as needed.  
The chief operating officer reports regularly on the status of the Year 2000 
project to the Company's Board of Directors.

     The Year 2000 team has substantially completed an inventory of all 
computer-based systems and applications (including embedded systems) the 
Company uses in its operations.  The inventory includes an assessment of all 
computer-based systems and applications.   Corrective action plans are being 
prepared and prioritized based upon criticality to the Company's operations.  
The Year 2000 team is determining what modifications or replacements will be 
necessary to achieve compliance; implementing the modifications and 
replacements; conducting tests necessary to verify that the modified systems 
are operational; and transitioning the compliant systems into the regular 
operations of the Company. 
     
     The Year 2000 team is also examining the Company's relationships with 
key vendors and clients with whom the Company has significant business 
relationships to determine, to the extent practical, the degree of such 
outside parties' Year 2000 compliance.  Vendors and clients have been 
prioritized based upon criticality to the Company's business operations.  The 
team is in the process of assessing vendor and client Year 2000 compliance.  

     As part of the Year 2000 compliance effort, the team will be 
establishing and implementing a contingency plan to provide for viable 
alternatives to ensure that the Company's core business operations are able 
to continue in the event of a Year 2000-related systems failure.  

     The Company is currently in the assessment/remediation phases of the 
compliance plan, with testing to verify compliance expected to be completed 
prior to December 31, 1999.  The Company expects to incur costs of 
approximately $150,000 to $250,000 through 1999 for consulting, 
administration, hardware, software, and other expenses associated with Year 
2000 compliance.  To date, the Company has incurred approximately $20,000 
related to the assessment and correction phases of the Year 2000 project.  
These charges are reported as a component of selling, general and 
administrative expenses. The Company plans to expense maintenance costs as 
incurred, while costs of updated software and hardware will be amortized over 
the respective lives of the assets.  The total cost of the project is being 
funded through operating cash flows.

     The Company does rely on third-party providers for key services such as 
telecommunications and database marketing services.  Interruption of these 
services could, in management's view, have a material impact on the 
operations of the Company.   Efforts have begun to evaluate the readiness of 

                                       15
<PAGE>

these critical suppliers.  Management believes that, should the Company or 
other third parties, with whom the Company has a significant business 
relationship, have a Year 2000-related systems failure, the most significant 
impact would likely be the inability to deliver products in a timely fashion 
to its clients, to receive certain products from vendors, or to process 
electronically certain internal database programs.  The impact could be 
material to the Company's liquidity or results of operations.

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 November 10, 
1998, 355,000 shares have been repurchased for $2.9 million in open market 
transactions.

FOREIGN CURRENCY 

     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 September 30, 1998, the Company had entered into open forward contracts 
for U.S. dollar / British pound sterling transactions with a notional value 
of approximately $454,000.

RISK FACTORS 

     RISKS ASSOCIATED WITH DATABASE MARKETING INFORMATION SERVICES.  The 
Company plans 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.  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.  Sales to-date under 
this agreement have not achieved the targeted minimums, therefore, the 
Company has accrued an expense to cover the anticipated targeted minimum 
payments.

                                       16
<PAGE>

     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 addition, the Company experienced 
a net loss for the first and second quarters of 1998.  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 
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.  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 

                                       17
<PAGE>

completed and delivered, usually in the third quarter of that year. Although 
CIMS was delivered in the third quarter of 1998, delays in delivering the 
final study in future years 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 historically has reduced the 
Company's third quarter gross margin below that of other quarters. The 
database services operations provide a variety of services with significantly 
different profit margins. The Company has experienced quarterly variances in 
the product mix which causes cost of revenues to fluctuate.  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 geeral 
economic conditions. Because a significant portion of the Company's 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. 

                                       18
<PAGE>

     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 Technologies, 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 
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 and database services to 
technology, telecommunications, cable and utility 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 and geographic markets is intense. 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 

                                       19
<PAGE>

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 additional 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 "rights of privacy."  (See privacy policy in Item 5 - 
Other Information.) 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 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 

                                       20
<PAGE>

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 and 15.1% of the Company's revenues for the nine months ended 
September 30, 1998. The Company expects that revenues from international 
market research will continue to account for a material portion of its 
revenues. 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 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, changes in senior management, 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
          The Company is plaintiff and defendant in various lawsuits in the
          ordinary course of business, none of which the Company considers
          material.


Item 2.   Changes in Securities
          None.

Item 3.   Defaults Upon Senior Securities
          None.

Item 4.   Submission of Matters to a Vote of Security Holders
          None

Item 5.   Other Information
     I.   STOCKHOLDER RIGHTS AGREEMENT

     On October 30, 1998, the Company filed a report on Form 8-K which describes
     the Company's adoption of a Stockholder Rights Agreement on October 19,
     1998 and the declaration of a dividend of one preferred share purchase
     right for each outstanding share of common stock of the Company outstanding
     at the close of business on November 2, 1998.

     II.  PRIVACY POLICY

     During the third quarter, the Company adopted the following privacy policy.

     The IntelliQuest Marketing Information Solutions division is committed to
     responsible management of consumer information and abides by all rules,
     both ethical and legal, with respect to the use of consumer information. We
     strictly adhere to all industry guidelines, and continually monitor and
     enhance how we manage the use and security of consumer information.

     IntelliQuest MKIS provides product registration services, commercially 
     available data, innovative database marketing solutions and analysis to
     high technology, telecommunications, utilities and cable companies. 
     IntelliQuest is a publicly held company and subject to the rules and
     regulations of the Securities and Exchange Commission (SEC).  IntelliQuest
     fully complies with the reporting requirements of the SEC and Nasdaq, the
     stock exchange on which we are traded.
     
     An important component of our general business is to process registration
     information provided by consumers of technology products.  We use this
     information to enable our clients to identify their technology customers. 
     We serve our clients by helping them market smarter, promoting their
     products efficiently and effectively to persons who are interested in them.
     We serve the larger consumer community by respecting their privacy rights
     and desire for less intrusive selling.
     
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     To ensure that consumers have the ultimate right to control dissemination
     of their personal information, we support the self-regulatory efforts of
     the direct marketing industry and believe such actions are the best way to
     protect the privacy of the consumer. We support legislation and regulatory
     efforts that introduce fair, workable guidelines to protect the privacy of
     consumers. We will work to ensure that any such guidelines are consistent
     with and complement established self-regulatory measures, and that they
     allow the consumer to continue receiving the benefits that sophisticated
     marketing techniques can provide.
     
     HOW WE PROTECT YOUR PRIVACY
     IntelliQuest recognizes that the privacy of individual consumers is vital
     to its business. We recognize also that consumers have the right to
     understand how information about them is disseminated.  Therefore,
     IntelliQuest has established a strict business policy in regard to
     acquiring, managing, and distributing consumer information.  The key points
     of this policy are as follows:
     
     -    IntelliQuest carefully maintains compliance with all applicable
          consumer privacy laws and the Direct Marketing Association's (DMA)
          ethical practices on the appropriate usage of consumer data. We work
          closely with trade associations such as the DMA that support consumer
          privacy.

     -    IntelliQuest monitors legislative and regulatory activity on privacy
          issues to ensure that changes are reflected in company policies. 

     -    In our general business practice, IntelliQuest does not disclose the
          identity of its registration consumers. We append our technographic
          information to existing third party consumer databases already
          available in the marketplace. IntelliQuest MKIS acquires its data
          about technology usage using our proprietary, secure private network
          and software. 
     
     -    IntelliQuest does not collect any personal information from visitors
          to our Web site.

     -    Access to information stored for our clients is monitored and
          controlled by an array of security procedures, including a
          sophisticated security system complemented by vigorous physical
          security of our facilities.  Access to certain critical areas of our
          workplace is strictly limited.

     -    We thoroughly educate our employees on the importance of consumer
          privacy and on the issues and laws surrounding individual rights to
          privacy.  All new employees sign confidentiality agreements as a
          condition of employment with us. Furthermore, we require that
          employees handling extremely sensitive information meet additional
          security conditions further protecting the use of data.  We discipline
          or terminate employees who violate or fail to report violations of our
          Privacy Policy. 

     HOW YOU CAN PROTECT YOURSELF
     
     As a consumer, you have the right to remove yourself from compiled direct
     marketing lists. Send your request to remove your name and address from
     such registers directly to the Direct Marketing Association at:
     http://www.the-dma.org.
     
     HOW WE USE OUR DATA
     IntelliQuest uses identifiers and marketing surveys to help gather consumer
     information and to allow consumers to receive advertising and affinity
     offers tailored to their interests. These identifiers or "cookies" are
     small data structures that help Web sites pinpoint information about users
     to determine their preferences.  These preferences are determined using
     existing third-party commercial marketing information and are in no way
     based on monitoring how the consumer uses the Internet.  Cookies provide
     consumers with many advantages, including improved customer service and
     other marketing benefits.  Nevertheless, we respect the right of a consumer
     to refuse cookies by modifying their cookie preference in their browser
     window.
     
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     By using this information in these ways, technology clients are able to
     provide better products and services to their customers.  Because this
     information is often a critical success factor for our clients, it is
     critical that the information be accurate and ethically obtained.
     
     To that end, IntelliQuest pledges to make every effort to determine the
     source of any data errors brought to our attention.  If the error
     originates with us, we will correct it.  If the error originates with a
     third party, we will immediately notify the provider of that data.
     
     We require a commitment from our clients that any data sent to us has been
     legally and ethically obtained and that in the use of any data received
     from us, our clients will comply with all data protection laws and
     applicable industry policies.  Our contracts with third-party information
     providers contain a commitment that the data provided to us has been
     legally obtained for the uses described above. 
     
     If we determine that a client or an information provider is not in
     compliance with these commitments, we will terminate our relationship with
     them.
     
Item 6.   Exhibits and Reports on Form 8-K
          (a)  Exhibits
                  3    Amended and Restated By-laws  
                  11.1 Statement Regarding Computation of Net Income Per Share 
                  27   Financial Data Schedule 
          (b)  Reports on Form 8-K
          None




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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 November 13, 1998
                                       IntelliQuest Information Group, Inc.
                                       (Registrant)



                                  By:  /s/ Ed Frazier 
                                       ---------------------------------
                                       Ed Frazier
                                       Chief Operating Officer







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