TABLE OF CONTENTS




|                                                                                              |  |  |  |  |  |  |  | 
|--------------------------------------------------------------------------------------------- |  |  |  |  |  |  |  | 
|Condensed Balance Sheets                                                                     
|Condensed Statements of Operations                                                           
|Condensed Statements of Operations                                                           
|Statement of Shareholders Equity                                                            
|Condensed Statements of Cash Flows                                                           
|Notes to Condensed Financial Statements                                                      
|Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|PART II.OTHER INFORMATION                                                                    



---



SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.

FORM 10-Q

Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934

For Quarter Ended      September 30, 1999

Commission File Number 0-14063

BARRISTER INFORMATION SYSTEMS CORPORATION
(Exact name of Registrant as specified in its charter)

|                                |  |                    
|------------------------------- |  | -------------------
|Delaware                        |  | 16-1176561         
|                               
|                               
|                               
|                               
|(State or other jurisdiction of |  | (I.R.S. Employer   
|                               
|                               
|                               
|                               
|incorporation of organization)  |  | Identification No.)

|                                         |  |  |       |           
|---------------------------------------- |  |  | ----- | ----------
|465 Main Street, Buffalo, New York       |  |  | 14203 |           
|                                        
|                                        
|                                        
|                                        
|(Address of principal executive offices) |  |  |       | (Zip Code)

Registrants telephone number, including area code (716) 845-5010

Not Applicable

---

Former name, former address and former fiscal year, if changed since last report.)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 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
  

|                      |  |                                
|--------------------- |  | -------------------------------
|Class                 |  | Outstanding at October 29, 1999
|                      |  |                                
|Common $.24 Par Value |  | 11,662,486 Shares              



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##### Table of Contents



BARRISTER INFORMATION SYSTEMS CORPORATION

INDEX

|        |  |                                                                                                   |  |        |    | 
|------- |  | ------------------------------------------------------------------------------------------------- |  | ------ | -- | 
|        |  |                                                                                                   |  | Page  
|PART I. |  | Financial Information                                                                             |  | Number
|        |  | Item 1. Financial Statements                                                                     
|       
|       
|       
|       
|        |  | Condensed Balance Sheets at
September 30, 1999 and March 31, 1999                                 |  |        | 3  | 
|       
|       
|       
|       
|        |  | Condensed Statements of Operations -
Three Months Ended September 30, 1999
and September 25, 1998 |  |        | 4  | 
|       
|       
|       
|       
|        |  | Condensed Statements of Operations -
Six Months Ended September 30, 1999
and September 25, 1998   |  |        | 5  | 
|       
|       
|       
|       
|        |  | Statement of Shareholders Equity -
Six Months Ended September 30, 1999                           |  |        | 6  | 
|       
|       
|       
|       
|        |  | Condensed Statements of Cash Flows -
Six Months Ended September 30, 1999
and September 25, 1998   |  |        | 7  | 
|       
|       
|       
|       
|        |  | Notes to Condensed Financial Statements                                                           |  |        | 8  | 
|       
|       
|       
|       
|        |  | Item 2. Managements Discussion and Analysis
of Financial Condition and Results
of Operations     |  |        | 10 | 

|         |  |                   |  |                                  |  |  |    | 
|-------- |  | ----------------- |  | -------------------------------- |  |  | -- | 
|PART II. |  | Other Information
|         |  | Item 6.           |  | Exhibits and Reports on Form 8-K |  |  | 14 | 

2



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##### Table of Contents



PART I. FINANCIAL INFORMATION

BARRISTER INFORMATION SYSTEMS CORPORATION







Condensed Balance Sheets
(In Thousands)

|                                                                                                        |                                      |                               |                                          |        |         |               |       |          |         |       |  | 
|------------------------------------------------------------------------------------------------------- | ------------------------------------ | ----------------------------- | ---------------------------------------- | ------ | ------- | ------------- | ----- | -------- | ------- | ----- |  | 
|                                                                                                        |                                      |                               |                                          |        |         | September 30, |       | March 31
|                                                                                                        |                                      |                               |                                          |        |         | 1999          |       | 1999    
|                                                                                                        |                                      |                               |                                          |        |         |               |       |         
|                                                                                                        |                                      |                               |                                          |        |         | (unaudited)  
|                                                                                                        |                                      |                               |                                          | ASSETS
|                                                                                                       
|                                                                                                       
|                                                                                                       
|                                                                                                       
|Cash                                                                                                    |                                      | $                             | 159                                      |        |         | $             | 222   |         
|                                                                                                       
|                                                                                                       
|                                                                                                       
|                                                                                                       
|Accounts receivable                                                                                     |                                      |                               | 2,786                                    |        |         |               | 3,090 |         
|                                                                                                       
|                                                                                                       
|                                                                                                       
|                                                                                                       
|Service parts inventory                                                                                 |                                      |                               | 2,180                                    |        |         |               | 2,341 |         
|                                                                                                       
|                                                                                                       
|                                                                                                       
|                                                                                                       
|Prepaid expenses                                                                                        |                                      |                               | 28                                       |        |         |               | 50    |         
|                                                                                                        |                                      |                               |                                          |        |         |               |       |         
|                                                                                                        |                                      |                               | Total current assets                     |        |         | 5,153         |       |          |         | 5,703 | 
|                                                                                                        |                                      |                               |                                          |        |         |               |       |         
|Equipment and leasehold
improvements, at cost                                                           |                                      |                               | 4,281                                    |        |         |               | 4,138 |         
|                                                                                                       
|                                                                                                       
|                                                                                                       
|                                                                                                       
|Less accumulated depreciation                                                                           |                                      |                               | 3,659                                    |        |         |               | 3,555 |         
|                                                                                                        |                                      |                               |                                          |        |         |               |       |         
|                                                                                                        |                                      |                               | Net equipment and leasehold
Improvements |        |         | 622           |       |          |         | 583   | 
|                                                                                                        |                                      |                               |                                          |        |         |               |       |         
|Software production costs                                                                               |                                      |                               | 1,151                                    |        |         |               | 1,007 |         
|                                                                                                       
|                                                                                                       
|                                                                                                       
|                                                                                                       
|Goodwill                                                                                                |                                      |                               | 1,072                                    |        |         |               | 1,158 |         
|                                                                                                       
|                                                                                                       
|                                                                                                       
|                                                                                                       
|Other assets                                                                                            |                                      |                               | 178                                      |        |         |               | 255   |         
|                                                                                                        |                                      |                               |                                          |        |         |               |       |         
|                                                                                                        |                                      | $                             | 8,176                                    |        |         | $             | 8,706 |         
|                                                                                                        |                                      |                               |                                          |        |         |               |       |         
|                                                                                                        | LIABILITIES AND SHAREHOLDERS EQUITY
|                                                                                                       
|                                                                                                       
|                                                                                                       
|                                                                                                       
|Note payable to a related party                                                                         |                                      | $                             | 120                                      |        |         | $             |      |         
|                                                                                                       
|                                                                                                       
|                                                                                                       
|                                                                                                       
|Current installments of long term debt                                                                  |                                      |                               | 452                                      |        |         |               | 390   |         
|                                                                                                       
|                                                                                                       
|                                                                                                       
|                                                                                                       
|Accounts payable                                                                                        |                                      |                               | 1,094                                    |        |         |               | 1,108 |         
|                                                                                                       
|                                                                                                       
|                                                                                                       
|                                                                                                       
|Accrued compensation and benefits                                                                       |                                      |                               | 890                                      |        |         |               | 832   |         
|                                                                                                       
|                                                                                                       
|                                                                                                       
|                                                                                                       
|Customer advances and unearned revenue                                                                  |                                      |                               | 883                                      |        |         |               | 1,026 |         
|                                                                                                       
|                                                                                                       
|                                                                                                       
|                                                                                                       
|Other liabilities                                                                                       |                                      |                               | 46                                       |        |         |               | 51    |         
|                                                                                                        |                                      |                               |                                          |        |         |               |       |         
|                                                                                                        |                                      |                               | Total current liabilities                |        |         | 3,485         |       |          |         | 3,407 | 
|                                                                                                        |                                      |                               |                                          |        |         |               |       |         
|Long-term debt, excluding current installments
($785 in September and $930 in March
to a related party) |                                      |                               | 1,339                                    |        |         |               | 1,487 |         
|                                                                                                       
|                                                                                                       
|                                                                                                       
|                                                                                                       
|Shareholders equity:                                                                                  
|                                                                                                       
|                                                                                                       
|                                                                                                       
|                                                                                                       
|                                                                                                        |                                      | Preferred stock               |                                          |        |        |               |       |          | 1,250   |      
|                                                                                                       
|                                                                                                       
|                                                                                                       
|                                                                                                       
|                                                                                                        |                                      | Common stock ($.24 par value) |                                          |        | 2,805   |               |       |          | 2,134   |      
|                                                                                                       
|                                                                                                       
|                                                                                                       
|                                                                                                       
|                                                                                                        |                                      | Additional paid-in capital    |                                          |        | 22,849  |               |       |          | 21,964  |      
|                                                                                                       
|                                                                                                       
|                                                                                                       
|                                                                                                       
|                                                                                                        |                                      | Accumulated deficit           |                                          |        | (22,302 | )             |       |          | (21,536 | )    
|                                                                                                        |                                      |                               |                                          |        |         |               |       |         
|                                                                                                        |                                      |                               | Total shareholders equity               |        |         | 3,352         |       |          |         | 3,812 | 
|                                                                                                        |                                      |                               |                                          |        |         |               |       |         
|                                                                                                        |                                      | $                             | 8,176                                    |        |         | $             | 8,706 |         
|                                                                                                        |                                      |                               |                                          |        |         |               |       |         

| |  | See accompanying notes to condensed financial statements.
| |  | ---------------------------------------------------------

3



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##### Table of Contents



BARRISTER INFORMATION SYSTEMS CORPORATION







Condensed Statements of Operations
(unaudited)
(In thousands, except per share data)

|                                                       |         |                                              |                          |       |                    |       |          |       |               |       |                |       |           |       |  |  |  |  |  |  |  |  | 
|------------------------------------------------------ | ------- | -------------------------------------------- | ------------------------ | ----- | ------------------ | ----- | -------- | ----- | ------------- | ----- | -------------- | ----- | --------- | ----- |  |  |  |  |  |  |  |  | 
|                                                       |         |                                              |                          |       | Three months ended
|                                                       |         |                                              |                          |       |                   
|                                                       |         |                                              |                          |       | Sept. 30           |       | Sept. 25 |       | Sept. 25     
|                                                       |         |                                              |                          |       | 1999               |       | 1998     |       | 1998         
|                                                       |         |                                              |                          |       |                    |       |          |       |              
|                                                       |         |                                              |                          |       |                    |       |          |       | (as restated) |       | (as originally
|                                                       |         |                                              |                          |       |                    |       |          |       |               |       |                |       | reported)
|Revenues:                                             
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |         | Product sales                                |                          | $     | 222                |       |          | $     | 371           |       |                | $     | 410       |      
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |         | Services                                     |                          |       | 3,628              |       |          |       | 3,204         |       |                |       | 3,235     |      
|                                                       |         |                                              |                          |       |                    |       |          |       |               |       |                |      
|                                                       |         |                                              | Total revenues           |       |                    | 3,850 |          |       |               | 3,575 |                |       |           | 3,645 | 
|                                                       |         |                                              |                          |       |                    |       |          |       |               |       |                |      
|Costs and expenses:                                   
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |         | Cost of product sales                        |                          |       | 18                 |       |          |       | 79            |       |                |       | 109       |      
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |         | Cost of services                             |                          |       | 2,723              |       |          |       | 2,317         |       |                |       | 2,384     |      
|                                                       |         |                                              |                          |       |                    |       |          |       |               |       |                |      
|                                                       |         |                                              | Total cost of revenues   |       |                    | 2,741 |          |       |               | 2,396 |                |       |           | 2,493 | 
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |         | Selling, general and
administrative expenses |                          |       | 993                |       |          |       | 844           |       |                |       | 856       |      
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |         | Product development and
engineering          |                          |       | 257                |       |          |       | 143           |       |                |       | 143       |      
|                                                       |         |                                              |                          |       |                    |       |          |       |               |       |                |      
|                                                       |         |                                              | Total costs and expenses |       |                    | 3,991 |          |       |               | 3,383 |                |       |           | 3,492 | 
|                                                       |         |                                              |                          |       |                    |       |          |       |               |       |                |      
|Operating earnings (loss)                              |         |                                              | (141                     | )     |                    |       | 192      |       |               |       | 153            |      
|                                                      
|                                                      
|                                                      
|                                                      
|Interest expense:                                     
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |         | Related party                                |                          |       | 22                 |       |          |       | 38            |       |                |       | 38        |      
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |         | Other                                        |                          |       | 11                 |       |          |       | 11            |       |                |       | 11        |      
|                                                       |         |                                              |                          |       |                    |       |          |       |               |       |                |      
|                                                       |         |                                              | Total interest           |       |                    | 33    |          |       |               | 49    |                |       |           | 49    | 
|                                                       |         |                                              |                          |       |                    |       |          |       |               |       |                |      
|Net earnings (loss)                                    |         | $                                            | (174                     | )     |                    | $     | 143      |       |               | $     | 104            |      
|                                                       |         |                                              |                          |       |                    |       |          |       |               |       |                |      
|Net earnings (loss) per common share
basic and diluted |         | $                                            | (0.02                    | )     |                    | $     | 0.02     |       |               | $     | 0.01           |      
|                                                       |         |                                              |                          |       |                    |       |          |       |               |       |                |      
|Weighted average number of
common shares outstanding: 
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Basic   |                                              |                          | 9,560 |                    |       |          | 8,225 |               |       |                | 8,225 |          
|                                                       |         |                                              |                          |       |                    |       |          |       |               |       |                |      
|                                                       | Diluted |                                              |                          | 9,560 |                    |       |          | 8,451 |               |       |                | 8,451 |          
|                                                       |         |                                              |                          |       |                    |       |          |       |               |       |                |      

| |  | See accompanying notes to condensed financial statements.
| |  | ---------------------------------------------------------

4



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##### Table of Contents



BARRISTER INFORMATION SYSTEMS CORPORATION







Condensed Statements of Operations
(unaudited)
(In thousands, except per share data)

|                                                      |                   |                                              |                          |       |                  |       |          |       |               |       |                |       |           |       |  |  |  |  | 
|----------------------------------------------------- | ----------------- | -------------------------------------------- | ------------------------ | ----- | ---------------- | ----- | -------- | ----- | ------------- | ----- | -------------- | ----- | --------- | ----- |  |  |  |  | 
|                                                      |                   |                                              |                          |       | Six months ended
|                                                      |                   |                                              |                          |       |                 
|                                                      |                   |                                              |                          |       | Sept. 30         |       | Sept. 25 |       | Sept. 25     
|                                                      |                   |                                              |                          |       | 1999             |       | 1998     |       | 1998         
|                                                      |                   |                                              |                          |       |                  |       |          |       |              
|                                                      |                   |                                              |                          |       |                  |       |          |       | (as restated) |       | (as originally
|                                                      |                   |                                              |                          |       |                  |       |          |       |               |       |                |       | reported)
|Revenues:                                            
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      |                   | Product sales                                |                          | $     | 587              |       |          | $     | 756           |       |                | $     | 947       |      
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      |                   | Services                                     |                          |       | 6,873            |       |          |       | 6,580         |       |                |       | 6,611     |      
|                                                      |                   |                                              |                          |       |                  |       |          |       |               |       |                |      
|                                                      |                   |                                              | Total revenues           |       |                  | 7,460 |          |       |               | 7,336 |                |       |           | 7,558 | 
|                                                      |                   |                                              |                          |       |                  |       |          |       |               |       |                |      
|Costs and expenses:                                  
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      |                   | Cost of product sales                        |                          |       | 63               |       |          |       | 177           |       |                |       | 207       |      
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      |                   | Cost of services                             |                          |       | 5,376            |       |          |       | 4,922         |       |                |       | 4,989     |      
|                                                      |                   |                                              |                          |       |                  |       |          |       |               |       |                |      
|                                                      |                   |                                              | Total cost of revenues   |       |                  | 5,439 |          |       |               | 5,099 |                |       |           | 5,196 | 
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      |                   | Selling, general and
administrative expenses |                          |       | 2,151            |       |          |       | 1,721         |       |                |       | 1,756     |      
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      |                   | Product development and
engineering          |                          |       | 571              |       |          |       | 300           |       |                |       | 300       |      
|                                                      |                   |                                              |                          |       |                  |       |          |       |               |       |                |      
|                                                      |                   |                                              | Total costs and expenses |       |                  | 8,161 |          |       |               | 7,120 |                |       |           | 7,252 | 
|                                                      |                   |                                              |                          |       |                  |       |          |       |               |       |                |      
|Operating earnings (loss)                             |                   |                                              | (701                     | )     |                  |       | 216      |       |               |       | 306            |      
|                                                     
|                                                     
|                                                     
|                                                     
|Interest expense:                                    
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      |                   | Related party                                |                          |       | 45               |       |          |       | 78            |       |                |       | 78        |      
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      |                   | Other                                        |                          |       | 20               |       |          |       | 21            |       |                |       | 21        |      
|                                                      |                   |                                              |                          |       |                  |       |          |       |               |       |                |      
|                                                      |                   |                                              | Total interest           |       |                  | 65    |          |       |               | 99    |                |       |           | 99    | 
|                                                      |                   |                                              |                          |       |                  |       |          |       |               |       |                |      
|Net earnings (loss)                                   |                   | $                                            | (766                     | )     |                  | $     | 117      |       |               | $     | 207            |      
|                                                      |                   |                                              |                          |       |                  |       |          |       |               |       |                |      
|                                                     
|                                                     
|                                                     
|                                                     
|Net earnings (loss) per common share                 
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Basic and diluted |                                              | $                        | (0.08 | )                |       | $        | 0.01  |               |       | $              | 0.03  |          
|                                                      |                   |                                              |                          |       |                  |       |          |       |               |       |                |      
|                                                     
|                                                     
|                                                     
|                                                     
|Weighted average number of
common shares outstanding:
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Basic             |                                              |                          | 9,270 |                  |       |          | 8,223 |               |       |                | 8,223 |          
|                                                      |                   |                                              |                          |       |                  |       |          |       |               |       |                |      
|                                                      | Diluted           |                                              |                          | 9,270 |                  |       |          | 8,337 |               |       |                | 8,459 |          
|                                                      |                   |                                              |                          |       |                  |       |          |       |               |       |                |      

| |  | See accompanying notes to condensed financial statements.
| |  | ---------------------------------------------------------

5



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##### Table of Contents



BARRISTER INFORMATION SYSTEMS CORPORATION







Statement of Shareholders Equity
(unaudited)
(In thousands)

|                                                           |  |           |        |        |  |         |       |             |  |            |        |  |  |   |         |   |  |   |       |  
|---------------------------------------------------------- |  | --------- | ------ | ------ |  | ------- | ----- | ----------- |  | ---------- | ------ |  |  | - | ------- | - |  | - | ----- | -
|                                                           |  |           |        |        |  |         |       |             |  | Additional
|                                                           |  | Preferred |        | Common |  | paid-in |       | Accumulated
|                                                           |  | stock     |        | Stock  |  | capital |       | Deficit     |  | Total     
|                                                           |  |           |        |        |  |         |       |             |  |           
|Balance at March 31, 1999                                  |  | $         | 1,250  |        |  | $       | 2,134 |             |  | $          | 21,964 |  |  | $ | (21,536 | ) |  | $ | 3,812 |  
|                                                          
|                                                          
|                                                          
|                                                          
|Sale of 271,250 net common
shares                          |  |           |       |        |  |         | 71    |             |  |            | 235    |  |  |   |        |   |  |   | 306   |  
|                                                          
|                                                          
|                                                          
|                                                          
|Conversion of preferred
stock into 2,500,000 common
shares |  |           | (1,250 | )      |  |         | 600   |             |  |            | 650    |  |  |   |        |   |  |   |      |  
|                                                          
|                                                          
|                                                          
|                                                          
|Net loss                                                   |  |           |       |        |  |         |      |             |  |            |       |  |  |   | (766    | ) |  |   | (766  | )
|                                                           |  |           |        |        |  |         |       |             |  |            |        |  |  |   |         |   |  |   |      
|Balance at September 30, 1999                              |  | $         |       |        |  | $       | 2,805 |             |  | $          | 22,849 |  |  | $ | (22,302 | ) |  | $ | 3,352 |  
|                                                           |  |           |        |        |  |         |       |             |  |            |        |  |  |   |         |   |  |   |      

Common stock    11,662,486 and 8,891,236 shares issued and outstanding at
September 30,1999 and March 31, 1999 respectively.

| |  | See accompanying notes to condensed financial statements.
| |  | ---------------------------------------------------------

6



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##### Table of Contents



BARRISTER INFORMATION SYSTEMS CORPORATION







Condensed Statements of Cash Flows
(unaudited)
(In thousands)

|                                                  |                                                                                          |                                                  |                                            |  |                  |   |     |      |          |      |          |      |               |      |                |      |           |      |   |  |  |  | 
|------------------------------------------------- | ---------------------------------------------------------------------------------------- | ------------------------------------------------ | ------------------------------------------ |  | ---------------- | - | --- | ---- | -------- | ---- | -------- | ---- | ------------- | ---- | -------------- | ---- | --------- | ---- | - |  |  |  | 
|                                                  |                                                                                          |                                                  |                                            |  | Six months ended
|                                                  |                                                                                          |                                                  |                                            |  |                 
|                                                  |                                                                                          |                                                  |                                            |  |                  |   |     |      | Sept. 30 |      | Sept. 25 |      | Sept. 25     
|                                                  |                                                                                          |                                                  |                                            |  |                  |   |     |      | 1999     |      | 1998     |      | 1998         
|                                                  |                                                                                          |                                                  |                                            |  |                  |   |     |      |          |      |          |      |              
|                                                  |                                                                                          |                                                  |                                            |  |                  |   |     |      |          |      |          |      | (as restated) |      | (as originally
|                                                  |                                                                                          |                                                  |                                            |  |                  |   |     |      |          |      |          |      |               |      |                |      | reported)
|Cash flows from operating activities:            
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Net income (loss)                                                                        |                                                  |                                            |  |                  |   | $   | (766 | )        |      | $        | 117  |               |      | $              | 207  |          
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                                          |                                                  | Depreciation                               |  |                  |   |     |      |          | 104  |          |      |               | 79   |                |      |           | 79   |  
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                                          |                                                  | Amortization of software production costs  |  |                  |   |     |      |          | 207  |          |      |               | 153  |                |      |           | 153  |  
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                                          |                                                  | Amortization of goodwill                   |  |                  |   |     |      |          | 86   |          |      |               |     |                |      |           |     |  
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                                          |                                                  | Changes in current assets and liabilities:
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                                          |                                                  | Accounts receivable                        |  |                  |   |     |      |          | 312  |          |      |               | 919  |                |      |           | 697  |  
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                                          |                                                  | Inventories                                |  |                  |   |     |      |          | 161  |          |      |               | 229  |                |      |           | 229  |  
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                                          |                                                  | Prepaid expenses                           |  |                  |   |     |      |          | 22   |          |      |               | (15  | )              |      |           | (15  | )
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                                          |                                                  | Accounts payable                           |  |                  |   |     |      |          | 23   |          |      |               | (399 | )              |      |           | (338 | )
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                                          |                                                  | Accrued compensation and benefits          |  |                  |   |     |      |          | 58   |          |      |               | (282 | )              |      |           | (211 | )
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                                          |                                                  | Customer advances and unearned revenues    |  |                  |   |     |      |          | (109 | )        |      |               | (430 | )              |      |           | (430 | )
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                                          |                                                  | Other liabilities                          |  |                  |   |     |      |          | (5   | )        |      |               | 102  |                |      |           | 102  |  
|                                                  |                                                                                          |                                                  |                                            |  |                  |   |     |      |          |      |          |      |               |      |                |     
|                                                  |                                                                                          | Net cash provided by operating activities        |                                            |  |                  |   |     |      | 93       |      |          |      | 473           |      |                |      | 473       |     
|                                                  |                                                                                          |                                                  |                                            |  |                  |   |     |      |          |      |          |      |               |      |                |     
|Cash flows from investing activities:            
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Additions to equipment and leasehold
improvements                                        |                                                  |                                            |  |                  |   |     | (143 | )        |      |          | (80  | )             |      |                | (80  | )        
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Additions to software production costs                                                   |                                                  |                                            |  |                  |   |     | (351 | )        |      |          | (261 | )             |      |                | (261 | )        
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Other assets                                                                             |                                                  |                                            |  |                  |   |     | 35   |          |      |          | (188 | )             |      |                | (188 | )        
|                                                  |                                                                                          |                                                  |                                            |  |                  |   |     |      |          |      |          |      |               |      |                |     
|                                                  |                                                                                          | Net cash used in investing activities            |                                            |  |                  |   |     |      | (459     | )    |          |      | (529          | )    |                |      | (529      | )   
|                                                  |                                                                                          |                                                  |                                            |  |                  |   |     |      |          |      |          |      |               |      |                |     
|Cash flows from financing activities:            
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Proceeds from long-term debt                                                             |                                                  |                                            |  |                  |   |     | 100  |          |      |          |     |               |      |                |     |          
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Repayment of debt                                                                        |                                                  |                                            |  |                  |   |     | (103 | )        |      |          | (47  | )             |      |                | (47  | )        
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Proceeds from sale of common stock                                                       |                                                  |                                            |  |                  |   |     | 306  |          |      |          | 4    |               |      |                | 4    |          
|                                                  |                                                                                          |                                                  |                                            |  |                  |   |     |      |          |      |          |      |               |      |                |     
|                                                  |                                                                                          | Net cash provided (used) by financing activities |                                            |  |                  |   |     |      | 303      |      |          |      | (43           | )    |                |      | (43       | )   
|                                                  |                                                                                          |                                                  |                                            |  |                  |   |     |      |          |      |          |      |               |      |                |     
|Net decrease in cash                              |                                                                                          |                                                  |                                            |  |                  |   | (63 | )    |          |      | (99      | )    |               |      | (99            | )   
|                                                 
|                                                 
|                                                 
|                                                 
|Cash at beginning of period                       |                                                                                          |                                                  |                                            |  |                  |   | 222 |      |          |      | 210      |      |               |      | 210            |     
|                                                  |                                                                                          |                                                  |                                            |  |                  |   |     |      |          |      |          |      |               |      |                |     
|Cash at end of period                             |                                                                                          |                                                  |                                            |  |                  | $ | 159 |      |          | $    | 111      |      |               | $    | 111            |     
|                                                  |                                                                                          |                                                  |                                            |  |                  |   |     |      |          |      |          |      |               |      |                |     
|Supplemental disclosure of cash flow information:
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                                          | Interest paid                                    |                                            |  |                  |   |     | $    | 25       |      |          | $    | 101           |      |                | $    | 101       |     
|                                                  |                                                                                          |                                                  |                                            |  |                  |   |     |      |          |      |          |      |               |      |                |     

| |  | See accompanying notes to condensed financial statements.
| |  | ---------------------------------------------------------

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##### Table of Contents



BARRISTER INFORMATION SYSTEMS CORPORATION







Notes to Condensed Financial Statements

1. In the opinion of Management, the accompanying financial statements present
fairly the financial position, results of operations and cash flows for the
periods shown. The second quarter results for fiscal year 2000 are represented
by the three months ended September 30, 1999. This period is comparable to the
second quarter of fiscal 1999 which is represented by the thirteen weeks of
operations ended Friday, September 25, 1998. During the fourth quarter of the
fiscal year ended March 31, 1999, the Company recorded an adjustment to reverse
all the revenue and defer the costs associated with a software sale contract
having extended payment terms. Revenue and costs for this contract had
originally been reported during the first three quarters of the year ended
March 31, 1999. In connection with this reversal the Company has restated its
operating results for each of the fiscal 1999 quarters. The effect of this
restatement for the second quarter and first six months is separately set forth
herein as applicable. The financial data included herein was compiled in
accordance with the same accounting policies applied to the Companys audited
annual financial statements. Any adjustments made were of a normal recurring
nature.

The results of operations for the six month period ended September 30,
1999 are not necessarily indicative of the results to be expected for the full
year.

2. Reportable segments are comprised as follows: Hardware maintenance services,
generally on PC related equipment; Software licensing and software support
services, predominantly to the legal industry; and Corporate operations.

|                     |                           |  |                    |       |                  |  |               |       |               |  |   |       |               |  |   |       |  
|-------------------- | ------------------------- |  | ------------------ | ----- | ---------------- |  | ------------- | ----- | ------------- |  | - | ----- | ------------- |  | - | ----- | -
|                     |                           |  | Three months ended |       | Six months ended
|                     |                           |  |                    |       |                 
|                     |                           |  | Sept. 30 1999      |       | Sept. 25 1998    |  | Sept. 30 1999 |       | Sept. 25 1998
|                     |                           |  |                    |       |                  |  |               |       |              
|                     |                           |  |                    |       |                  |  | (as restated) |       |               |  |   |       | (as restated)
|Hardware Maintenance
|                    
|                    
|                    
|                    
|                     | Total Revenues            |  | $                  | 2,106 |                  |  | $             | 2,271 |               |  | $ | 3,990 |               |  | $ | 4,715 |  
|                    
|                    
|                    
|                    
|                     | Operating earnings        |  |                    | 174   |                  |  |               | 341   |               |  |   | 116   |               |  |   | 624   |  
|                    
|                    
|                    
|                    
|Software            
|                    
|                    
|                    
|                    
|                     | Total Revenues            |  |                    | 1,744 |                  |  |               | 1,304 |               |  |   | 3,470 |               |  |   | 2,621 |  
|                    
|                    
|                    
|                    
|                     | Operating earnings (loss) |  |                    | 84    |                  |  |               | 249   |               |  |   | (23   | )             |  |   | 394   |  
|                    
|                    
|                    
|                    
|Corporate           
|                    
|                    
|                    
|                    
|                     | Operating expenses        |  |                    | (432  | )                |  |               | (447  | )             |  |   | (859  | )             |  |   | (901  | )

3. During the second quarter the Company obtained two $50,000 five year term
loans from regional development agencies. One loan has specific and newly
acquired assets pledged as collateral, and the second loan has a general
collateral interest in the assets of the Company. Both loans carry interest at
7.75%.

In September 1999 BIS Partners L.P. (BIS) agreed to convert $120,000 in
past due amounts from the Company into a demand note bearing interest at prime
plus 3.5%. BIS also modified certain financial covenants in the
agreement. Further, BIS has agreed that it will not
accelerate repayment of the term loan over the next twelve months.

4. For the six month period ended September 30, 1999, 180,000 warrants were
exercised at a price of $1.36 per share. 70,000 warrants remain outstanding at
this price. None of the 450,000 warrants at an exercise price of $1.93 were
exercised in the six month period.

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##### Table of Contents



Per the Companys 1998 stock incentive plan 25,000 options were granted,
104,593 options were exercised and 30,000 options were cancelled during the
first six months of the current year. A portion of the options exercised during
the first six months were paid for by employees with the delivery of common
shares outstanding resulting in a reduction of 13,343 shares. At September 30,
1999, 651,335 options were outstanding of which 411,998 options were
exercisable at that date.

The Companys 1999 stock incentive plan was approved by the shareholders
in September 1999 and has 600,000 shares allocated to it. At September 30,
1999, 200,000 options were outstanding under the plan, none of which were
exercisable at that date.

5. On January 15, 1999 the Company acquired the assets of Icon Technology LLC
(Icon) in exchange for 2,500 shares of preferred stock. The acquisition was
accounted for as a purchase. The operating results of Icon are included in the
statement of operations for the three and six month periods ended September 30,
1999. The pro forma results for the three and six month periods ended
September 25, 1998, had the acquisition occurred at the beginning of the
period, are as follows: Revenues of $3,855,000 and $7,851,000 respectively; Net
earnings of $146,000 and $170,000 respectively; and Net earnings per common
share, basic and diluted of $0.02.

9



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##### Table of Contents









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

Financial Condition

The Company experienced a net decrease in cash of $63,000 for the first six
months of fiscal 2000. Cash used in investing activities of $459,000 was
partially offset by proceeds from common stock sales of $306,000 and net cash
provided by operating activities of $93,000. As a result, the Companys cash
balance decreased from $222,000 at March 31, 1999 to $159,000 at September 30,
1999.

The principal cash requirements for fiscal 2000 continue to be investments in
capitalized software estimated at $700,000 to $800,000, additions to equipment
and leasehold improvements estimated at $300,000 to $400,000 and debt
repayments. Scheduled debt repayments for fiscal 2000, excluding payments due
BIS Partners, L.P., are approximately $190,000. The Companys agreement with
BIS Partners calls for monthly payments of principal and interest of $24,000
per month. As of September 30, 1999, BIS Partners agreed to convert $120,000 in
past due amounts from the Company into a demand note bearing interest at prime
plus 3.5%. All other scheduled debt repayments are current. The principal
sources of cash for fiscal 2000 are $306,000 from the exercise of warrants and
stock options, $100,000 in new five year term loans from regional development
agencies and the expectation of positive cash from operating activities which
is supported by approximately $800,000 in non cash expenses for depreciation
and amortization. Other potential sources of cash are lease financing for
certain capital additions required in the second half of the year, additional
warrant exercises and a return to profitability. Although the Company incurred
a loss in the first half of the year, expectations are for improved performance
over the remainder of the year. This expectation is based on greater levels of
marketing, selling and development resources being applied to the
LegalHouse product, the sale of JavelanX, the newest
version of Javelan which operates on a firms wide area network or over the
Internet, and increased selling and marketing resources being applied to the
hardware maintenance business along with the deployment of the recently
introduced Global Services Network.

If the Company is unsuccessful in increasing its revenues and generating a
profit, or in obtaining lease financing for certain capital additions, there
can be no assurance that it will be able to generate positive cash from
operations or that sufficient cash will be available to meet its required needs
and obligations. BIS Partners, L.P. has continued to support the Companys
cash requirements by agreeing to convert certain principal and interest
payments due under their term loan agreement with the Company into a demand
loan at September 30, 1999. No assurance can be provided that BIS Partners will
be willing to continue to provide such support in the future.

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##### Table of Contents



Results of Operations

For the quarter ended September 30,1999, total revenues increased 7.7% over the
same quarter in 1998, with a net loss of $174,000 being incurred compared to
net earnings of $143,000 in the second quarter of the prior year. For the six
month period ended September 30, 1999, total revenues increased 1.7% compared
with the six months ended September 25, 1998. The six month net loss was
$766,000 compared to net earnings of $117,000 realized in the comparable period
for the prior year. The losses incurred were primarily a result of increases in
selling, general and administrative expenses and increases in product
development and engineering expenses. The results for the first six months of
the current year include the business activities of Icon Technology LLC
(Icon) which were acquired in January 1999.

Product sales decreased 40.2% for the comparable second quarters, and 22.4% for
the comparable first six months. Reductions in the sales of
Javelan®, the Companys Windows based management
software product were partially offset by sales of LegalHouse, the software
product acquired from Icon. Margins on product sales improved based on the
increased percentage of product sales that were comprised of Company developed
software. Product sales can also include certain hardware and third party
software products that are sold along with Javelan and LegalHouse sales. The
Company continued to heavily invest in its web-based time and expense entry
software named JavelanX and in significant enhancements to LegalHouse during
the first six months of the current year. It is expected that these
investments and on going investments in these two products will produce higher
product sales in the third and fourth quarters.

Services revenues increased 13.2% for the comparable second quarters and 4.5%
for the comparable six month periods based on higher levels of software
services. LegalHouse related services and general consulting services obtained
from the acquisition of Icon, in addition to improved Javelan related services
from a larger customer base, were the primary reasons for the increase in
software services. While the company experienced reductions in revenues from
its hardware maintenance business for the comparable periods, it did achieve
growth in these revenues of approximately 12% from the first quarter to the
second quarter of the current year. Global Services Network, which is a
web-based service management system for providing real-time service call
tracking, service call details, service histories, equipment life-cycle
information and service performance information, has been instrumental in
improving revenues. Current expectations are for improved revenues and
operating earnings in future quarters.

The cost of services increased as a percentage of services revenues to 75.1%
from 72.3% for the comparable second quarters and to 78.2% from 74.8% for the
comparable first six months. The drop in hardware related services revenues
impacted margins since certain fixed expenses could not be reduced commensurate
with the drop in revenues. While software related services revenues increased,
margins were impacted by the addition of personnel to improve the management,
administration and delivery of the services.

Selling, general and administrative expenses were 25.8% of total revenues for
the second quarter of this year compared to 23.6% for the comparable quarter
last year. For the comparable six month periods, these expenses grew to 28.8%
of total revenues from 23.5% the previous year. The principal reasons for
these increases were additional selling resources and selling activities in the
hardware maintenance business, the establishment of a new position of President
of the software business and $86,000 of expenses for the amortization of
goodwill.

11



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##### Table of Contents



The amount incurred for product development and engineering expenses, before
taking into account amounts capitalized and amortized for software production
costs, increased to 9.8% of total revenues in the second quarter of this year
from 5.6% of total revenues in the second quarter of last year. For the
comparable six month periods, these expenses were 9.6% of total revenues
compared to 5.6% of total revenues last year. These increases were a result of
expenses incurred in the development of LegalHouse. The Company expects to
realize increased levels of LegalHouse sales in the last two quarters of this
year.

For both the second quarter and the first six months of the current year,
interest expense was 0.9% of total revenues. This was a decrease from 1.3% of
total revenues in the prior year, principally as a result of the conversion of
$333,000 in debt to common stock by BIS Partners in the fourth quarter of
fiscal 1999. In addition, approximately $100,000 of principal payments were
repaid to BIS Partners over the course of fiscal 1999.

The increase in the weighted average number of common shares outstanding
primarily resulted from 383,000 shares issued for conversion of debt by BIS
Partners and 219,000 shares sold for cash in the fourth quarter of fiscal 1999,
180,000 shares issued upon the exercise of a portion of the $1.36 warrants in
the first four months of fiscal 2000 and the conversion of all of the preferred
stock into 2,500,000 shares of common stock on September 16, 1999 as approved
by the shareholders at the Companys annual meeting.

Year 2000 Compliance

The Companys Javelan and LegalHouse products are year 2000 compliant. Older
software products previously licensed by the Company are not year 2000
compliant and there is no contractual obligation to bring them into compliance.
Customers using these products have been notified that they are not year 2000
compliant. Javelan primarily utilizes operating systems obtained from
Microsoft which the Company believes, based on information provided by
Microsoft are year 2000 compliant or will be compliant by that time. Other
third party software and hardware products that are integrated with Javelan
have been tested for year 2000 issues. While no material issues have been
found to date, the Company cannot fully predict the effects of the year 2000
with respect to these third party products.

In March 1999, the Company installed the Javelan product as a replacement for
its internal accounting system, which was not year 2000 compliant. No material
incremental costs over and above normal and ongoing expenditures for
improvements in management information systems were incurred in enacting this
replacement. All other internal hardware and software systems have been
evaluated and those that have been identified as being non compliant have been,
or are being modified, upgraded or replaced. The Company believes that it has
the necessary resources to complete these changes and that the year 2000 issue
will not pose significant operational problems for the Company.

12



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##### Table of Contents



The Company has contacted its major suppliers to assess their readiness for the
year 2000. To date, the suppliers contacted have indicated that they are in
compliance or expect to be compliant by the end of the year. The Company has
multiple sources for products and services it requires and does not feel that
any supplier would have a material adverse impact on the Company if they
experienced year 2000 problems in their business operations.

The Company has completed the evaluation of its non-information technology
systems and equipment to determine those systems which are not year 2000
compliant and implemented plans for replacement or modifications. To date, no
formal contingency plans have been developed to handle unexpected and
non-contemplated year 2000 problems. However, based on the results of
evaluations to date, the Company does not anticipate the need for such a plan
nor that the cost associated with year 2000 issues will have a material adverse
impact on its financial position, results of operations, or liquidity. While
the Company believes its efforts are adequate to address its year 2000
concerns, there can be no guarantee that all internal systems, as well as those
of third parties on which the Company relies upon, will be converted on a
timely manner and will not have a material affect on the Companys operation.

Forward-looking Statement

When used in this report, the words expects, believes, and intends and
similar expressions are intended to identify forward-looking statements. Such
statements are subject to certain risks and uncertainties which could cause
actual results to differ materially from those projected. Readers are
cautioned not to place undue reliance on these forward-looking statements which
speak only as of the date hereof. The Company undertakes no obligation to
republish revised forward-looking statements to reflect events or circumstances
after the date hereof or to reflect the occurrences of unanticipated events.
Readers are also urged to carefully review and consider the various disclosures
made by the Company which attempt to advise interested parties of the factors
which affect the Companys business in the Companys periodic reports on Form
10K and 10Q filed with the Securities and Exchange Commission.

13



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##### Table of Contents









PART II. OTHER INFORMATION

|        |  |                                                                                                        
|------- |  | -------------------------------------------------------------------------------------------------------
|Item 4. |  | Submission of Matters to a Vote of Security Holders                                                    
|(a)     |  | The Companys Annual Meeting of Shareholders was held
on September 16, 1999                            
|       
|       
|       
|       
|(b)     |  | At the Annual Meeting, the stockholders approved the
following proposals, as recommended by management.

|   |  |                                                                                                         |  |  |            |  |             |  |            |  |  |          
|-- |  | ------------------------------------------------------------------------------------------------------- |  |  | ---------- |  | ----------- |  | ---------- |  |  | ---------
|   |  |                                                                                                         |  |  |            |  | Votes       |  | Votes     
|   |  |                                                                                                         |  |  | Votes      |  | against     |  | abstained 
|   |  |                                                                                                         |  |  | for        |  | or withheld |  | or unvoted
|1. |  | Election of the following nominees
for director:                                                       
|  
|  
|  
|  
|   |  | Henry P. Semmelhack                                                                                     |  |  | 10,824,820 |  |             |  | 18,954     |  |  |         
|  
|  
|  
|  
|   |  | James D. Morgan                                                                                         |  |  | 10,824,820 |  |             |  | 18,954     |  |  |         
|  
|  
|  
|  
|   |  | Richard P. Beyer                                                                                        |  |  | 10,824,820 |  |             |  | 18,954     |  |  |         
|  
|  
|  
|  
|   |  | Warren E. Emblidge, Jr.                                                                                 |  |  | 10,824,820 |  |             |  | 18,954     |  |  |         
|  
|  
|  
|  
|2. |  | Approval of issuance of
2,500,000 shares of Common
Stock on conversion of the
Series E Preferred Stock. |  |  | 8,446,863  |  |             |  | 31,253     |  |  | 2,365,628
|  
|  
|  
|  
|3. |  | Approval of the 1999 Stock
Incentive Plan.                                                              |  |  | 8,403,689  |  |             |  | 74,285     |  |  | 2,365,800
|  
|  
|  
|  
|4. |  | Ratification of independent
auditors for the current
fiscal year.                                       |  |  | 10,829,000 |  |             |  | 8,439      |  |  | 6,158    

|        |  |                                    
|------- |  | -----------------------------------
|Item 6. |  | Exhibits and Reports on Form 8-K   
|(a)     |  | Exhibit 27: Financial Data Schedule
|       
|       
|       
|       
|(b)     |  | Reports on Form 8-K: None          

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##### Table of Contents



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

BARRISTER INFORMATION SYSTEMS CORPORATION

|      |  |                   |  |     |  |                                                                       
|----- |  | ----------------- |  | --- |  | ----------------------------------------------------------------------
|Date: |  | November 12, 1999 |  | By: |  | /s/   Henry P. Semmelhack                                             
|      |  |                   |  |     |  | Henry P. Semmelhack
President and
Chief Executive Officer             
|     
|Date: |  | November 12, 1999 |  | By: |  | /s/   Richard P. Beyer                                                
|      |  |                   |  |     |  | Richard P. Beyer
Vice President, Finance
(Principal Financial Officer)

15