<PAGE>   1
                                                                    Page 1 of 14

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q

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





FOR THE THREE MONTHS ENDED DECEMBER 31, 1995         COMMISSION FILE NO. 0-11527




                               MPSI SYSTEMS INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



Delaware                                                              73-1064024
--------------------------------------------------------------------------------
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                               Identification No.)



                8282 South Memorial Drive, Tulsa Oklahoma 74133
--------------------------------------------------------------------------------
             (Address of principal executive offices and zip code)



Registrant's telephone number, including area code                (918) 250-9611
                                                   -----------------------------


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 
     -----               -----


Number of shares of common stock outstanding at December 31, 1995      2,752,264
                                                                  --------------
<PAGE>   2
                                    INDEX




<TABLE>
<CAPTION>
                                                                                                           Page No.
                                                                                                           --------
<S>                                                                                                           <C>
Part I.  FINANCIAL INFORMATION:

     Financial Statements:
          Consolidated Balance Sheets - December 31, 1995
               and September 30, 1995   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            3

          Consolidated Statements of Operations -
               Three Months Ended December 31, 1995 and 1994  . . . . . . . . . . . . . . . . . . .            5

          Consolidated Statement of Stockholders' Equity -
               Three Months Ended December 31, 1995   . . . . . . . . . . . . . . . . . . . . . . .            6

          Consolidated Statements of Cash Flow -
               Three Months Ended December 31, 1995 and 1994    . . . . . . . . . . . . . . . . . .            7

          Notes To Consolidated Financial Statements  . . . . . . . . . . . . . . . . . . . . . . .            8

     Management's Discussion and Analysis of Financial Condition and
          Quarterly Results of Operations   . . . . . . . . . . . . . . . . . . . . . . . . . . . .            9



Part II.  OTHER INFORMATION (Including Index to Exhibits) . . . . . . . . . . . . . . . . . . . . .           11



SIGNATURES        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           12
</TABLE>





                                       2
<PAGE>   3
                       MPSI SYSTEMS INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS



<TABLE>
<CAPTION>
Assets
---------------------------------------------------------------------------------------------------------------------
                                                                           December 31,                 September 30,
                                                                                   1995                          1995
---------------------------------------------------------------------------------------------------------------------
                                                                            (unaudited)
<S>                                                                        <C>                           <C>
Current assets:

     Cash and cash equivalents                                             $  1,061,000                  $  1,270,000

     Short-term investments, at cost                                             41,000                        41,000

     Receivables:
          Trade                                                               3,869,000                     4,522,000
          Current portion of long-term receivables                            1,838,000                     1,893,000

     Work in process inventory                                                  393,000                       304,000

     Prepayments                                                                167,000                       175,000
---------------------------------------------------------------------------------------------------------------------
               Total current assets                                           7,369,000                     8,205,000

Long-term receivables, net of current portion
     and unamortized discount                                                 2,251,000                     2,421,000

Property and equipment, net of accumulated amortization                       1,216,000                     1,191,000

Software products, net of accumulated amortization                              672,000                       673,000

Other assets                                                                    417,000                       434,000
---------------------------------------------------------------------------------------------------------------------

               Total assets                                                 $11,925,000                   $12,924,000
=====================================================================================================================
</TABLE>


See accompanying notes to consolidated financial statements.





                                       3
<PAGE>   4
                       MPSI SYSTEMS INC. AND SUBSIDIARIES
                      CONSOLIDATED BALANCE SHEETS (Cont'd)



<TABLE>
<CAPTION>
Liabilities and Stockholders' Equity
---------------------------------------------------------------------------------------------------------------------
                                                                           December 31,                 September 30,
                                                                                   1995                          1995
---------------------------------------------------------------------------------------------------------------------
                                                                            (unaudited)
<S>                                                                        <C>                           <C>
Current liabilities:

     Accounts payable                                                      $  1,093,000                  $    905,000
     Accrued liabilities                                                      1,325,000                     1,738,000
     Deferred revenue                                                         2,680,000                     3,614,000
---------------------------------------------------------------------------------------------------------------------
               Total current liabilities                                      5,098,000                     6,257,000

Non-current deferred revenue                                                  1,867,000                     1,961,000
Other noncurrent liabilities                                                    206,000                       220,000
---------------------------------------------------------------------------------------------------------------------

               Total liabilities                                              7,171,000                     8,438,000
---------------------------------------------------------------------------------------------------------------------

Commitments and contingencies                                                         -                             -

Stockholders' equity:
     Preferred Stock, $.10 par value, 1,000,000
          shares authorized, none issued or
          outstanding                                                                 -                             -
     Common Stock, $.05 par value, 20,000,000 shares
          authorized, 2,752,000 shares and 2,733,000
          shares issued and outstanding at December 31
          and September 30, 1995, respectively                                  138,000                       137,000
     Junior Common Stock, $.05 par value, 500,000
          shares authorized, none issued or
          outstanding                                                                 -                             -

     Additional paid-in capital                                              12,790,000                    12,751,000

     Deficit                                                                 (9,160,000)                   (9,340,000)

     Foreign currency translation adjustment                                    986,000                       938,000
---------------------------------------------------------------------------------------------------------------------
     Total stockholders' equity                                               4,754,000                     4,486,000
---------------------------------------------------------------------------------------------------------------------

     Total liabilities and stockholders' equity                             $11,925,000                   $12,924,000
=====================================================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.





                                       4
<PAGE>   5
                       MPSI SYSTEMS INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)


<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
                                                                                      Three Months Ended December 31,
                                                                                      -------------------------------
                                                                                                1995             1994
---------------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>               <C>
Revenues:
     Software maintenance and information services                                      $  5,252,000      $ 4,659,000
     Software                                                                                 59,000          252,000
---------------------------------------------------------------------------------------------------------------------

          Total revenues                                                                   5,311,000        4,911,000
---------------------------------------------------------------------------------------------------------------------

Cost of Sales:
     Software maintenance and information services                                         2,191,000        1,903,000
     Software                                                                                132,000           30,000
---------------------------------------------------------------------------------------------------------------------

          Total cost of sales                                                              2,323,000        1,933,000
---------------------------------------------------------------------------------------------------------------------

          Gross profit                                                                     2,988,000        2,978,000
Operating expenses:
     General and administrative                                                              725,000          646,000
     Marketing                                                                             1,665,000        1,644,000
     Research and development                                                                333,000          609,000
---------------------------------------------------------------------------------------------------------------------

          Total operating expenses                                                         2,723,000        2,899,000
---------------------------------------------------------------------------------------------------------------------

          Operating income                                                                   265,000           79,000
Other income (expense):
     Interest income                                                                          52,000           40,000
     Interest expense                                                                         (4,000)          (2,000)
     Gain on foreign exchange                                                                105,000           91,000
     Other, net                                                                                1,000            5,000
---------------------------------------------------------------------------------------------------------------------

          Income before income taxes                                                         419,000          213,000
Provision for income taxes                                                                  (239,000)         (41,000)
---------------------------------------------------------------------------------------------------------------------

          Net income                                                                    $    180,000      $   172,000
=====================================================================================================================

          Per share                                                                     $        .06      $       .06
=====================================================================================================================
</TABLE>



See accompanying notes to consolidated financial statements.





                                       5
<PAGE>   6
                       MPSI SYSTEMS INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                      THREE MONTHS ENDED DECEMBER 31, 1995
                                  (UNAUDITED)





<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                                                                                            Foreign                    
                                       Common stock     Additional                         currency              Total
                              ---------------------        paid-in                      translation      stockholders'
                                 Shares      Amount        capital         Deficit       adjustment             equity
----------------------------------------------------------------------------------------------------------------------
<S>                           <C>          <C>         <C>             <C>                 <C>             <C>       
Balance,
   September 30, 1995         2,733,000    $137,000    $12,751,000     $(9,340,000)        $938,000        $ 4,486,000
   Net income                         -           -              -         180,000                -            180,000
   Exercised stock options       19,000       1,000         39,000               -                -             40,000
   Foreign currency                                                                          
       translation adjustment         -           -              -               -           48,000             48,000
----------------------------------------------------------------------------------------------------------------------
Balance,
   December 31, 1995          2,752,000    $138,000    $12,790,000     $(9,160,000)        $986,000        $ 4,754,000
======================================================================================================================
</TABLE>




See accompanying notes to consolidated financial statements .





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<PAGE>   7
                       MPSI SYSTEMS INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)
                                    (NOTE 2)



<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
                                                                                      Three Months Ended December 31,
                                                                                      -------------------------------
                                                                                                1995             1994
---------------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>              <C>
Income from continuing operations                                                       $    180,000     $    172,000
Adjustments to reconcile income from continuing operations
     to cash provided (used) by continuing operations:
          Depreciation and amortization of property and equipment                            111,000           99,000
          Amortization of software products                                                  123,000           30,000
          Gain on sale of assets                                                                   -           (5,000)
Changes in assets and liabilities:
     Decrease (increase) in assets:
          Receivables                                                                        807,000         (462,000)
          Inventories                                                                        (89,000)         (63,000)
          Other                                                                               26,000           51,000
     Increase (decrease) in liabilities:
          Trade payables and accruals                                                        (15,000)         (46,000)
          Taxes payable                                                                     (116,000)          (3,000)
          Deferred revenue                                                                (1,016,000)          432,000
---------------------------------------------------------------------------------------------------------------------

          Net cash provided by operations                                                     11,000          205,000
---------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
     Decrease (increase) in short-term investment                                                  -           (1,000)
     Purchase equipment                                                                     (141,000)         (33,000)
     Software development                                                                   (122,000)         (29,000)
     Proceeds from disposition of assets                                                       2,000            6,000
---------------------------------------------------------------------------------------------------------------------

          Net cash used by investing activities                                             (261,000)         (57,000)
---------------------------------------------------------------------------------------------------------------------

Cash flows from financing activities - exercised stock options                                41,000                -
---------------------------------------------------------------------------------------------------------------------
Decrease in cash and cash equivalents                                                       (209,000)         148,000

Cash and cash equivalents at beginning of period                                           1,270,000          635,000
---------------------------------------------------------------------------------------------------------------------

Cash and cash equivalents at end of period                                              $  1,061,000     $    783,000
=====================================================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.





                                       7
<PAGE>   8
MPSI SYSTEMS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

--------------------------------------------------------------------------------
1.   General Notes

     Certain notes to the September 30, 1995 audited consolidated financial
     statements filed with Form 10-K are applicable to the unaudited
     consolidated financial statements for the three months ended December 31,
     1995.  Accordingly, reference should be made to the audited financial
     statements at September 30, 1995.

     In the opinion of the Company, the unaudited consolidated financial
     statements as of December 31, 1995 contain all adjustments (including
     normal recurring accruals) necessary to fairly present the financial
     position and the results of operations of the Company.  The results of
     operations for the three months ended December 31, 1995 are not
     necessarily indicative of the results to be expected for the full year.

--------------------------------------------------------------------------------
2.   Supplemental Cash Flow Information

     The Company paid interest of $4,000 and $2,000 during the three months
     ended December 31, 1995 and 1994, respectively, related to certain lease
     obligations.  Income taxes of $355,000 and $43,000 were paid during the
     quarter ended December 31, 1995 and 1994, respectively, including foreign
     income taxes withheld at the source from remittances by customers.





                                       8
<PAGE>   9
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND QUARTERLY RESULTS OF OPERATIONS


RESULTS OF OPERATIONS

         MPSI(R) reported net income of $180,000 or $.06 per share on revenues
of $5.3 million for the quarter ended December 31, 1995 compared with net
income of $172,000 or $.06 per share on revenues of $4.9 million for the
comparable quarter last year.  Although masked by a substantial increase in
income taxes compared with last year, the December 1995 quarterly results
reflect growth in both revenues and operating income as hereinafter discussed.

         Revenues of $5.3 million for the first fiscal quarter of 1996
represented an increase of $400,000 or 8% compared with last year.  Comparison
reflects approximately $200,000 lower software revenues in the 1996 first
quarter, offset with an increase in market study revenues of $460,000 or 13%.
The timing of new or renewed long-term software license agreements can affect
comparability of reported software revenues for any fiscal quarter, and the
Company attributes the comparative shortfall to timing as a number of potential
license agreements are in the process of negotiation.  The increased revenues
from market studies, the largest component of overall revenues, reflects
continued growth in the North American segment of MPSI's business.  This growth
is principally attributable to the release of MPSI's CAPS(TM) (Capital Planning
System) software in North America early last fiscal year.  The timing of the
software release was such that the software did not significantly impact
revenues during the quarter ended December 31, 1994.

         The timing of the North American CAPS software release also has
impacted the comparability of Cost of Sales - Software.  Due to the release
date, no substantial amortization of capitalized CAPS development costs was
reported during the quarter ended December 31, 1994.  However, the December
1995 quarter reflects amortization from that product together with amortization
of a newer pricing software product, resulting in software cost of sales being
approximately $100,000 higher.  Conversely, gross profits on market studies
have risen approximately 6% as the result of process improvements and
identification of lower cost data sources.  The Company anticipates realizing
comparatively higher gross profits on market studies throughout fiscal year
1996 as the result of these measures.

         The December 1995 quarterly results encompass costs associated with
certain new products which exceeded applicable revenues.  New pricing software
and new data service offerings have not yet achieved a level of revenues
sufficient to cover related costs and meet profit objectives. MPSI(R) continues
to monitor the progress of these new ventures and remains optimistic about
their ultimate success.  Unamortized capitalized costs related to these new
products were approximately $135,000 at December 31, 1995, all other
development costs having been previously expensed as incurred.

         Operating expenses for the quarter ended December 31, 1995 were $2.7
million compared with $2.9 million during the first quarter last fiscal year.
General and administrative expenses are up approximately $79,000 (12%) as the
result primarily of (1) higher investor relations costs as the Company is more
actively publicizing its financial information through publications which
target brokers and investors, and (2) higher legal and accounting costs related
to investigations associated with potential new offices in several countries.
Marketing expenses were essentially equivalent between the two quarters at
approximately $1.6 million.  Research and development expenses of $333,000 in
the current quarter were down approximately 55% compared with last year,
primarily due to the increased amount of capitalized software development costs
this quarter as reflected in the consolidated statements of cash flow.  The
capitalized development costs relate to completion of new CAPS versions for
South American and European regions, both scheduled for release within the next
six months.

         In the Other Income (Expense) category, MPSI(R) recorded higher
interest on investments compared with the same quarter last year, due primarily
to a better liquidity position as discussed below.  The Company continues to
benefit from currency gains on certain transactions denominated in Singapore
dollars, although the amount of the quarterly income from such source was only
slightly higher than during the December 1994 quarter.

         Income taxes of $239,000 during the quarter ended December 31, 1995
were up considerably over the $41,000 reported through December 31, 1994.  The
December 1994 quarter benefitted from utilization of U.S. tax loss
carryforwards,





                                       9
<PAGE>   10
which carryforwards were substantially depleted through utilization to reduce
taxable income for the 1995 fiscal year.  Accordingly, MPSI(R) going forward
will be subject to U.S. income taxes more closely related to the statutory
income tax rate.  Foreign income taxes included in both periods were not
significant when considered net of the U.S. tax benefits derived therefrom.


Financial Condition and Liquidity

         Working capital continued to improve during the quarter ended December
31, 1995 at which time it amounted to approximately $2.3 million compared with
$1.9 million at September 30, 1995 and $0.4 million at December 31, 1994.
Although the first fiscal quarter is generally a lean cash receipts quarter
compared with the other three quarters of a fiscal year (because many clients
are completing their spending budgets for the forthcoming year), the Company
was able to maintain a healthy cash balance of $1.1 million, down slightly from
$1.3 million at September 30, 1995.  Concurrently, amounts payable to suppliers
declined approximately $225,000.

         Two major components of working capital, receivables and deferred
revenues, both declined significantly during the current quarter in line with
the revenue throughput experienced.  However, the Company's backlog of
approximately $22.9 million at December 31, 1995 was $5.2 million higher than
at September 30, 1995 and $0.7 million  higher than at December 31, 1994.

         As set forth in the consolidated statements of cash flow, MPSI(R)
expended approximately $122,000 for capitalized programming of new software
products/versions during the quarter ended December 31, 1995 compared with only
$29,000 during the comparable quarter last year.  The higher costs in the
December 1995 quarter related to the new CAPS versions described previously.
The lower capitalized costs during the 1994 comparative quarter were
attributable to the fact that the North American CAPS version was substantially
complete going into that quarter.

         MPSI(R) continues to acquire additional computer equipment in an
ongoing program to upgrade internal equipment inventory and in anticipation of
additional technical services required as additional CAPS versions and new
pricing software are rolled out.  During the quarter ended December 31, 1995,
the Company spent approximately $141,000 on workstation and personal computer
equipment and software.  During the December 1994 quarter the Company spent
only $33,000 on such equipment, partially as the result of cash constraints
imposed at the time.  Although no firm commitments presently exist for
additional computer equipment, the Company expects to continue adding equipment
at a similar rate during the remainder of fiscal year 1996.  Funding for
equipment additions is expected to be generated internally, although MPSI(R)
has an available credit line in the amount of $275,000 which could be utilized
for such purposes.

         No borrowings are presently outstanding under the line of credit nor
has the Company utilized the line since the September 1993 recapitalization
transaction liquidated outstanding amounts thereunder.  The amounts reflected
in the consolidated balance sheets as Other Non-Current Liabilities relate to
accounting treatment for the Company's headquarters office lease, wherein the
amounts of monthly cash payments differ from the average monthly lease expense
reflected in the results of operations.

         Changes in stockholders' equity since September 30, 1995, are the
result of routine recognition of earnings for the quarter, exercise of stock
options by employees as set forth in the consolidated statements of cash flow,
and quarterly variation in the equity translation adjustment relating to
consolidation of foreign subsidiaries.





                                       10
<PAGE>   11
                         PART II - OTHER INFORMATION




<TABLE>
<S>                                                                                                              <C>
Item 1 -- Legal Proceedings - None.

Item 2 -- Changes in Securities - None.

Item 3 -- Defaults Upon Senior Securities - None.

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

Item 5 -- Other Information - None

Item 6 -- Exhibits and Reports on Form 8-K.
                                                                                                                 Page
                                                                                                                 ----
               (a)      Exhibit:
                        11.1   Earnings per share computation                                                      13
                        27.1   Financial Data Schedule                                                             14

               (b)      Reports on Form 8-K - No reports on such form were filed during the quarter
                        ended December 31, 1995.
</TABLE>





                                      11
<PAGE>   12
                                  SIGNATURES




Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed in its behalf by the
undersigned hereunto duly authorized.




                                            MPSI SYSTEMS INC.




Date  February 2, 1996                  By  /s/ Ronald G. Harper
      -----------------------------         ------------------------------------
                                            Ronald G. Harper, President
                                            (Chief Executive Officer) and
                                            Director





Date  February 2, 1996                  By  /s/ James C. Auten
      -----------------------------         ------------------------------------
                                            James C. Auten, Vice President
                                            (Chief Financial Officer)





                                      12
<PAGE>   13
                              INDEX TO EXHIBITS



<TABLE>
<CAPTION>
EXHIBIT
NUMBER          DESCRIPTION
-------         -----------
<S>             <C>
  11.1          Earnings Per Share Computation

  27.1          Financial Data Schedule
</TABLE>