UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-K

|(Mark One)                                                    |                                                                                          
|------------------------------------------------------------- | -----------------------------------------------------------------------------------------
|ý                                                             | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.    
|For the Fiscal Year Ended: December 31, 2003                 
|or                                                           
|o                                                             | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
|For the transition period
from                             to

Commission File Number: 0-27280

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META Group, Inc.(Exact name of registrant as specified in its charter)

|Delaware(State or other jurisdiction of incorporation or organization)          |  | 06-0971675(I.R.S. Employer Identification No.)
|------------------------------------------------------------------------------- |  | ----------------------------------------------
|208 Harbor Drive, Stamford, Connecticut(Address of principal executive offices) |  | 06912-0061(Zip Code)                          
|(203) 973-6700(Registrant's telephone number, including area code)             
|Securities registered pursuant to Section 12(b) of the Act: None               
|Securities registered pursuant to Section 12(g) of the Act:                    
|common stock, $0.01 par value per share(Title of class)                        

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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 ý    No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange
Act). Yes o    No ý

The aggregate market value of the voting common stock held by non-affiliates of the registrant was $40,161,973, computed by reference to the last
sales price of $4.25 as reported by the Nasdaq National Market System, as of the last business day of the Registrant's most recently completed second fiscal quarter, June 30, 2003.

As
of June 30, 2003, 13,324,586 shares of the registrant's common stock, $0.01 par value per share, were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's Proxy Statement relating to the registrant's Annual Meeting of Stockholders to be held on May 24, 2004, are incorporated by
reference into Part III hereof.



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The matters discussed in this report including, but not limited to, statements concerning IT spending; competitive pricing pressure; general economic conditions;
anticipated revenues from international operations; anticipated cost and expense levels relative to the Company's total revenues; anticipated working capital and capital expenditures; cash flow and
cash balances; acquisitions and potential contingent payments related thereto; goodwill; or other statements using words such as "anticipate", "believe", "could", "estimate", "expect", "intend",
"may", "plan", "project", "should" or "will" constitute forward-looking statements and are made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Company's
actual results of operations and financial condition have varied in the past and may in the future vary significantly from those stated in any forward-looking statements. Factors that may cause such
differences include, without limitation, the risks, uncertainties, and other information discussed within this Form 10-K (and in the documents incorporated by reference into this
Form 10-K). For a discussion of these risk factors, see "Management's Discussion and Analysis of Financial Condition and Results of OperationsRisk
Factors".

PART I

ITEM 1.    BUSINESS

GENERAL

META Group, Inc., a Delaware corporation founded in 1989 ("META Group," together with its subsidiariescollectively the "Company"), is a
leading provider of information technology ("IT") research, advisory services, and strategic consulting. The Company's goal is to help clients be more efficient, effective, and timely in their use of
IT to achieve their business goals.

IT
user organizations utilize the Company's research, analysis, and recommendations to develop and employ cost-effective and revenue-enhancing strategies for selecting and
implementing timely IT solutions, and for aligning these solutions with business priorities. IT vendors use the Company's services for help in product positioning, marketing, and market planning, as
well as for internal IT decision making.

The
Company offers clients annual subscriptions to fifteen different research services ("Advisory Services"), three data services ("Data Services") and five structured transformation
programs ("Infusion programs"). These offerings are focused on specific areas of information technology, the special needs of the CIO and others within the IT organization, or the distinct IT/business
issues of specific industry markets and the public sector. Recommendations to clients are based on research conducted by META Group analysts and consultants, projections and analyses of important
industry trends, experiences of other companies, key technology and business best practices, and the impact of new technologies, products, and services.

The
Company also offers strategic consulting services through its consulting division, META Group Consulting ("Strategic Consulting"). A significant portion of Strategic Consulting
clients are also Advisory Services subscribers.

In
addition, the Company offers various targeted publications as part of its Published Research Products family, as well as various newsletters and research subscriptions delivered via
its website, www.metagroup.com.

The
Company targets as its clients substantial commercial and governmental users of IT, as well as IT vendors. As of December 31, 2003, the Company had subscribers in
approximately 2,400 client organizations worldwide.

Specific
comparative financial information may be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" and in the consolidated financial
statements.

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META
GROUP® is a registered trademark of the Company. The META GROUP logo, META, META DELTAS, META FAX, META
FLASH and META TRENDS are trademarks of the Company. METAspectrumsm is a service mark of the Company.

WEBSITE ACCESS TO OUR PERIODIC SEC REPORTS

Our primary internet address is www.metagroup.com. We make our periodic SEC Reports (Form 10-Q and
Form 10-K) and current reports (Form 8-K) available free of charge through our website on the same business day as they are filed electronically with the SEC. The
specific location on the Company's website where these reports can be found is http://domino.metagroup.com/PressHome.nsf/web/investors.

INDUSTRY BACKGROUND

Businesses and other organizations remain dependent on IT for competitive success, which has led to historical growth in IT-related expenditures
(despite a recent decrease due to general economic conditions). The IT market is being driven by many factors, including intensified domestic and global competition, internet technologies and
e-business, the accelerating pace of technological change, shortened product and business planning life cycles, outsourcing, and widespread corporate downsizing.

At
the same time, the decision-making process involved in the planning, selection, and implementation of IT solutions is growing more complex. IT decision makers must evaluate various
new and rapidly evolving technologies and products from multiple vendors and consider the compatibility of these products with one another and with existing legacy systems. In addition, as IT assumes
a more business-critical role, senior executives of organizations are compelled to take a more active role in IT planning and decision-makingoften being called on to be strategic drivers
of business and technology innovation.

Because
of these trends, there is an increasing need for a level of IT guidance that often cannot be effectively supported by the internal resources of a single organization.
Organizations frequently turn to outside sources for help with strategic and tactical advice in planning, selecting, and implementing IT. Historically however, available solutions have had significant
limitations. Software and equipment vendors generally offer advice biased toward their own products or services, while often understating compatibility issues. Many professional services firms and
implementation companies provide technical advice, but they have incentives to promote solutions that require their services and often have purchasing and cooperative relationships with particular
hardware and software vendors. Some independent market research firms provide vendor-neutral advice, but most target technology vendors rather than the user community. Those market research firms that
target users typically do not offer advice over a full range of technology offerings and often focus only on longer-term trends with minimal practical, actionable advice. Firms that offer
published research, advisory services and consulting often do so in a disconnected manner. Therefore, there is a need for objective, user-focused, broad-based, actionable and coordinated
IT market research and consulting, coupled with personalized advice within the specific context of an organization's business environment and IT requirements.

THE META GROUP SOLUTION

The Company addresses the demand for user-focused guidance by providing objective IT research, analysis and advice as well as strategic consulting to
help commercial and governmental users be more efficient, effective, and timely in their use of IT to achieve their business or governmental goals. The Company's services are also used by IT vendors
for help in product positioning, marketing, and market planning as well as for internal IT decision making.

The
Company's Advisory Services assist clients in making more informed, timely, and cost-effective decisions in the context of the client's business and technology
environments. Each Advisory Service is

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focused
on enhancing the client's ability to reduce and/or contain the cost of IT, reduce risk, assess vendor business practices and strategies, evaluate products and technologies, negotiate with
vendors, develop financial strategies, and formulate IT architectures and strategic plans. The Advisory Services positions are aligned with META Group Consulting to deliver a single, integrated and
actionable view of IT across service areas.

The
Company's research is designed to alert clients to the sometimes subtle and unforeseen opportunities and risks inherent in complex IT business decisions. Although the Company's
research contains concrete conclusions and recommendations, a client seeking to understand the complex IT issues addressed in written research often requires further explanation and analysis in the
context of the client's unique business environment and IT requirements. Accordingly, all of the Company's Advisory Services clients have direct access to the Company's analysts, who adapt the
Company's published conclusions and recommendations to the client's specific IT environment. The Company's analysts are available to clients through direct telephone consultations, customized
on-site briefings, annual conferences, and in-depth quarterly teleconferences addressing significant current IT developments.

The
Company believes its proactive involvement in clients' specific IT problem-solving situations enables it to provide actionable advice. The Company's analysts have
real-time access to a broad base of current user experiences spanning vertical industries and related technologies. This firsthand practical knowledge is disseminated throughout the
Company at weekly meetings of the Company's entire research staff and through other formal and informal collaboration systems. As a result of this interaction and broad knowledge base, the Company's
analysts deliver more informed conclusions and recommendations. The Company believes that its interactive approach provides significant value to senior management and IT decision makers by enhancing
their ability to make sound, practical, and cost-effective decisions.

The
Company's objective is to leverage its reputation, comprehensive research model, knowledge base, customer relationships, and domestic and international sales network to expand the
range of clients it serves, further penetrate its existing client base, extend its product line, and broaden the scope of its services.

SERVICES AND PRODUCTS

The Company's services and products are designed to allow clients to leverage META Group's intellectual property in ways best suited to their needs. The services
and products come in a range of interaction models ranging from written content to in-depth customized consulting. The product lines complement each other and provide flexible access to
market assessment and analytical expertise in the following categories:



Information
regarding the revenues, operating income (loss) and long-lived assets (both domestic and international) of Advisory Services, Strategic Consulting and Published
Research Products may be found in Note 12 to the Company's consolidated financial statements.

ADVISORY SERVICES

The Company's Advisory Services provide technology and business research spanning the full spectrum of IT. Advisory Services offer advice that clients need to
help them make better and faster IT decisions. The Company's Advisory Services include analyst interaction via on-site briefings and

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telephone
support, which complements the written deliverables described below. Advisory Service offerings include industry-specific coverage (e.g., energy, insurance, government, and professional
services) and executive IT management.

The
Company believes its Advisory Services cover the significant IT-related issues faced by its clients. The Company's typical approach to Advisory Services offers a high
level of personal service with an emphasis on client/analyst interaction. The Company's analysts respond to the unique situation of each client by applying their knowledge base of business, technology
and market information, as well as user experience.

The
following deliverables, which involve the direct participation of the Company's research analysts, typically are provided to subscribers to the Company's Advisory Services as an
integral part of such services:

Client/Analyst Interaction Deliverables:



Research Deliverables:



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The
Company's research is delivered online via www.metagroup.com.

Event Deliverables:



In
addition to the traditional Advisory Services, which provide ad-hoc interaction with analysts, the Company also provides Infusion programs that provide detailed process
models and
proactive interaction with analysts and consultants designed to support structured transformation in the IT environment. Each Infusion program is based on program and project management disciplines
providing a method to break up challenges into manageable projects, phases, activities, and tasks. Infusion programs include many of the same deliverables as an Advisory Service and add the following
deliverables (the specific deliverables will vary, however, based upon the level chosen by the client):



Infusion
programs and the related workshops and assessments provide an important bridge between traditional Advisory Services that examine broader industry issues and Strategic
Consulting which drills into specific projects for a given client.

Workshops
and Assessments may also be purchased as stand alone products separate from an Infusion program.

The
Company provides fifteen Advisory Services, which are grouped into the categories of "Technology Research Services", "Executive Services" and "Industry Services," each of which is
described below.

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Technology Research Services

In 2003, the Company completed a realignment of its Technology Research Servicesspecifically involving Application Delivery Strategies, Web &
Collaboration Strategies, Electronic Business Strategies, Global Networking Strategies, Service Management Strategies, Server Infrastructure Strategies, and Enterprise Data Center Strategies. The
change was made to better align the Company's services to the target constituencies inside client IT departments and group topics to more directly address the needs of clients.

Clients
who currently subscribe to any of the above services will be transitioned into the appropriate combination of the following services at the time of their contract renewal:



Following
is a description of the Company's new and existing Advisory Services:



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Executive Services



Industry Services



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Data Services



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META Group Infusions



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Strategic Consulting

Strategic Consulting offers project consulting services that address clients' business and technology challenges. The Company's Strategic Consulting division
combines tools, methods, and project management skills with expertise to help mid to large-sized businesses increase returns from technology investments. META Group's collaborative client approach
helps clients map out the required actions to achieve leading industry practice through independent, objective analysis that leverages the Company's Advisory Services research and analysis. Focusing
on critical business imperatives, the Company's consultants use proven discovery, development, and delivery techniques and methods, based on our actionable research programs, to help clients maximize
their business and technology performance.

Strategic
Consulting targets executives at both large and medium sized end-user organizations and IT vendors that serve such organizations. Large and medium sized
end-user client organizations typically use the Strategic Consulting services when they need to improve their business performance or reduce their business costs through the use of IT.
Such support includes constructing enterprise architectures and governance structures to better target technology spending; selecting, planning, and integrating new application systems; optimizing
strategic outsourcing support; planning adaptive infrastructure to effectively use new technology; revitalizing data center or network operations functions to support new business demands; maximizing
benchmarking and scorecards to enhance IT performance; and using business intelligence to maximize the results of an enterprise's customer strategy.

IT
vendors also face significant challenges given the complexities in customer buying behavior, pressure from external forces (e.g., competition, regulation) and internal practices that
may not be optimized for a rapidly changing environmentboth economically and competitively. Strategic Consulting services address such challenges as vendor market positioning relative to
customer demands, communicating the value of their unique product or service; better targeting of potential buyers; competitive landscape analysis; and partnering/channel strategies.

Published Research Products

The Company's Published Research Products include research reports and online resources. Based on hands-on research, extensive Web and phone surveys
and accompanying META Group Advisory Services research, these research products offer thorough market research, practical executive/operational guides and in-depth IT product evaluations.
Certain of the Company's Published Research Products may be purchased either as part of an annual service subscription contract or individually.

The
Company's Published Research Products are delivered online via www.metagroup.com and are also available via non-standard electronic and paper
delivery options.

RESEARCH AND ANALYSIS

The Company employs a consistent, disciplined research and analysis methodology through several Research Directors and a Research Operations Management team that
are responsible for guiding the Company's research and analysis methodology, as well as its productization and fulfillment. These research personnel are also tasked with coordination across research
groups. The development methodology consists of an iterative process of research, analysis, hypothesis, testing, peer review and research management review. Analysts conduct extensive primary
research, working with the Company's user client base, surveying vendors and users, and contacting other sources. These activities are supplemented with searches of numerous trade, financial, and
other third-party source materials compiled in the Company's resource center.

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A variety of formal and informal channels are used to build consensus and coordinate research positions. Individual research topics are grouped into research practice areas that include
all analysts and consultants covering a particular topic. The research practice areas have a designated leader that works with participants to facilitate the creation of the Company's positions. The
results of these meetings are published to clients in the weekly META Client Advisor. Information gathered during vendor meetings, client interactions and other research activity is organized into
internal knowledge bases and shared across the entire research community. Three times a week a subset of META analysts and consultants meet electronically to examine a particular topic and create a
joint news analysis document outlining the Company's common position. A meeting of the entire META Group research staff is held weekly, at which findings are presented and scrutinized. From this
research, analysts identify significant patterns and trends, develop assumptions, test hypotheses, and arrive at concrete recommendations and conclusions to provide to clients.

The
knowledge and experience of the Company's analysts is critical to the quality of the Company's products and services. To ensure consistency of positions and analysis across service
disciplines, all of the Company's research is reviewed by one of the Company's senior research executives. While varying opinions and philosophical contention among services and research disciplines
are encouraged, final positions and conclusions are consistent. This practice ensures that the analytical structure and recommendations presented in the Company's research better enable the various
elements of client organizations to formulate integrated strategies based on coherent information and analysis.

SALES AND MARKETING

The Company uses a direct sales force domestically and uses subsidiaries, as well as a network of local independent sales representative organizations
internationally to market and sell its products and services. The Company's domestic direct sales force consists of sales people located throughout the United States. They are supported by teams of
inside sales people, relationship managers and administrative personnel located in the Company's regional offices and at its headquarters. The inside sales department is an important source of
Published Research Products sales, sales to vendors, and sales to emerging vendors and small to medium-sized enterprises.

Internationally,
the Company utilizes both subsidiaries and independent sales representative organizations to sell its products and services throughout the Americas, Europe, the Middle
East and Africa and Asia Pacific. Beginning in November 2000, the Company began acquiring its independent sales representative organizations and to date has concluded acquisitions in Canada,
Asia Pacific and Europe. See "Management's Discussion and Analysis of Financial Condition and Results of Operations" and notes to the consolidated financial statements.

Under
the terms of the Company's agreements with independent sales representative organizations, such organizations are assigned exclusive territories and annual quotas. These
organizations also perform selected client service functions, and bill and collect revenues attributable to clients within their territories. The Company recognizes Advisory Services revenues from
independent sales representative organizations at rates of 40% to 75% of amounts billed to those clients. See "Management's Discussion and Analysis of Financial Condition and Results of
OperationsRisk FactorsOur International Operations Expose Us to a Variety of Risks."

The
Company also markets and sells certain of its products and services and provides additional content to its internet subscribers on its website,
www.metagroup.com.

CLIENT SUPPORT

The Company is committed to providing a high level of client service as defined by response time, clarity of advice, and quality of communication. The Company's
analysts respond to clients' inquiries

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and
concerns as they arise. Analysts' regular contact with clients through telephone consultations, e-mail, briefings, and events also provides the Company with feedback that is used to
improve its services. In addition, the Company's research library frequently performs client-specific topical searches on particular IT issues. The Company also maintains a key issues database that
identifies areas of particular concern to clients and regularly uses customer satisfaction surveys to improve service levels. As an integral part of the Company's commitment to customer service, the
Company maintains a select Client Services team that routes requests for information to the right resource.

COMPETITION

The Company targets as its clients substantial commercial and governmental users of IT, as well as IT vendors. The Company experiences competition in this market
for IT research/analysis products and services and strategic consulting services from other independent providers of similar services, as well as from the internal planning and marketing staffs of the
Company's current and prospective clients. The Company's principal direct competitor for advisory services, Gartner, Inc., has a substantially longer operating history, is significantly larger,
and has considerably greater financial resources and market share than the Company. The Company also competes indirectly against numerous other information and consulting service providers, including
electronic and print media companies and consulting firms.
The Company's indirect competitors could choose to compete directly against the Company in the future. In addition, although the Company believes it has established a significant market presence,
there are few barriers to entry into the Company's marketand new competitors could readily seek to compete against the Company in one or more market segments addressed by the Company's
Advisory Services, Strategic Consulting services, and Published Research Products. Increased competition could adversely affect the Company's operating results through pricing pressure and loss of
market share. There can be no assurance that the Company will be able to continue to compete successfully against existing or new competitors. See "Management's Discussion and Analysis of Financial
Condition and Results of OperationsRisk FactorsWe Have Many Competitors Who May be More Effective Than Us."

The
Company believes that, with respect to both IT research/analysis products and services and strategic consulting services, the principal competitive factors are quality of research
and analysis applied in the context of client IT environments, timely delivery of relevant information, client support and responsiveness, the ability to offer products and services that meet changing
market needs for information and analysis, and price, and the independence and objectivity upon which these products and services are provided. The Company believes it competes favorably with respect
to each of these factors.

EMPLOYEES

As of December 31, 2003, the Company employed 715 people. None of the Company's employees is represented by a collective bargaining arrangement, and the
Company has experienced no work stoppages. The Company considers its relations with its employees to be good.

The
Company's future success depends in large part on the ability to continue to motivate and retain highly qualified employees, including management personnel, and to attract and retain
qualified personnel, including research analysts, consultants, sales personnel, and product development and operations staff. Competition for qualified personnel in the Company's industry continues to
be intense, and many of the companies with which the Company competes for qualified personnel, including Gartner, Inc., have substantially greater financial and other resources than the
Company. There can be no assurance that the Company will be able to recruit, retain, and motivate a sufficient number of qualified personnel to compete successfully. The loss of any of the Company's
senior management personnel or any material failure to recruit, retain, and motivate a sufficient number of qualified personnel could have a material adverse effect on the Company. See "Management's
Discussion and

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Analysis
of Financial Condition and Results of OperationsRisk FactorsWe May Not be Able to Attract and Retain Qualified
Personnel."

RECENT BUSINESS DEVELOPMENTS

Acquisitions

In June 2003, the Company acquired 100% of META Group Italia S.R.L. ("META Group Italy") for $280,000 in cash. The purchase price has been allocated to the
assets acquired and the liabilities assumed, based on estimated fair values at the date of acquisition. The preliminary allocation resulted in goodwill of $203,000 recorded in the Advisory Services
segment, $60,000 recorded in the Consulting segment and $300,000 related to the customer list of the seller, which is being amortized over 7 years.

In
August 2003, the Company acquired 100% of META Group UK Holdings Limited ("META Group UK") for $1.6 million in cash. The purchase price has been allocated to the assets
acquired and the liabilities assumed, based on estimated fair values at the date of acquisition. The preliminary allocation resulted in goodwill of $104,000 recorded in the Advisory Services segment,
$61,000 recorded in the Consulting segment, $4,000 recorded in the Publications segment and $1.3 million related to the customer list of the seller, which is being amortized over
7 years.

In
September 2003, the Company acquired 100% of META Group Norway A/S, META Group Sweden AB, META Group Finland OY, META Group Denmark A/S, META Group Belgium SA and META Group
Nederland BV (collectively "META Group Northern Europe"). The purchase price consisted of $3.6 million in cash and 175,000 shares of the Company's common stock (valued at $700,000), as well as
forgiveness of $2.6 million in promissory notes and $1.5 million in trade receivables owed to the Company by the Northern European entities. The purchase price has been allocated to the
assets acquired and the liabilities assumed, based on estimated fair values at the date of acquisition. The preliminary allocation resulted in goodwill of $3.6 million recorded in the Advisory
Services segment, $352,000 recorded in the Consulting segment, $117,000 recorded in the Publications segment and $3.9 million related to the customer list of the seller, which is being
amortized over 7 years.

Workforce Reductions

During the quarter ended September 30, 2003, the Company reduced its workforce by 17 persons and recorded a $225,000 charge for severance payments accrued
during the quarter. During the quarter ended December 31, 2003, the Company reduced its workforce by 24 persons and recorded a $1.4 million charge for severance payments accrued during
the quarter. See "Management's Discussion and Analysis of Financial Condition and Results of Operations" for a further discussion of the above matter.

ITEM 2.    PROPERTIES

The Company's headquarters are located in approximately 115,000 square feet of leased office space in Stamford, Connecticut. This facility accommodates the
Company's Advisory Services, Strategic Consulting and Published Research Products segments. The Company also leases office space in other U.S. locations, as well as locations in Canada, Europe and the
Asia Pacific region to support its three segments. The Company believes that its existing facilities are adequate for its current needs and that additional facilities are available for lease to meet
future needs.

ITEM 3.    LEGAL PROCEEDINGS

Other than ordinary routine litigation incidental to the Company's business, the Company is not a party, nor is any of its property subject to, any pending legal
proceedings.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of the Company's stockholders during the fourth quarter of the year ended December 31, 2003.

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PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The
Company's common stock (the "Common Stock") trades on the Nasdaq National Market under the symbol "METG".

The
following table reflects the range of high and low bid quotations, as reported on the Nasdaq National Market, for the Common Stock in each quarter of the years ended
December 31, 2003 and 2002.

High

Low2003:Fourth Quarter

$
6.30

$
5.06Third Quarter

$
5.50

$
3.74Second Quarter

$
4.25

$
3.40First Quarter

$
4.00

$
2.052002:Fourth Quarter

$
2.70

$
1.90Third Quarter

$
3.41

$
2.00Second Quarter

$
3.10

$
1.90First Quarter

$
2.75

$
1.20


On
March 19, 2004, the closing price of the Common Stock was $5.79, as reported on the Nasdaq National Market. On that date, there were approximately 245 holders of record
of the Common Stock and approximately 1,200 beneficial holders, based on information obtained from the Company's transfer agent.

The
Company has never paid cash dividends on its Common Stock. Any future declaration and payment of dividends will be subject to the discretion of the Company's Board of Directors (the
"Board of Directors"), will be subject to applicable law, and will depend on the Company's results of operations, earnings, financial condition, contractual limitations, cash requirements, future
prospects, and other factors deemed relevant by the Board of Directors. The Board of Directors has no current intention of paying any cash dividends on the Common Stock.

In
September 2003, the Company acquired 100% of META Group Norway A/S, META Group Sweden AB, META Group Finland OY, META Group Denmark A/S, META Group Belgium SA and META Group
Nederland BV(collectively "META Group Northern Europe"). As part of the purchase price, the Company issued 175,000 shares of its common stock valued at $700,000.

See
"Management's Discussion and Analysis of Financial Condition and Results of OperationsLiquidity and Capital Resources" for a further discussion of the above matter.

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ITEM 6. SELECTED FINANCIAL DATA

The selected financial data presented below is derived from the consolidated financial statements of the Company and should be read in connection with those
statements, which are included herein.

|                                                                         |  | Year Ended December 31,
|------------------------------------------------------------------------ |  | -----------------------
|
|
|Statement of Operations Data:                                            |  |                        
|Total revenues                                                           |  | $                      
|Operating (loss) income                                                  |  |                        
|(Loss) income before income taxes                                        |  |                        
|(Loss) income before cumulative effect of change in accounting principle |  |                        
|Cumulative effect of change in accounting principle                      |  |                        
|Net (loss) income                                                        |  | $                      
|Per ShareDiluted                                                        |  |                        
|(Loss) income before cumulative effect of change in accounting principle |  | $                      
|Cumulative effect of change in accounting principle                      |  |                        
|                                                                         |  |                        
|Net (loss) income                                                        |  | $                      
|                                                                         |  |                        
|Weighted average number of diluted common shares outstanding             |  |                        
|                                                                         |  |                        
|Per ShareBasic                                                          |  |                        
|Net (loss) income                                                        |  | $                      
|                                                                         |  |                        
|Weighted average number of basic common shares outstanding               |  |                        
|                                                                         |  |                        

|                                                          |  | December 31,
|--------------------------------------------------------- |  | ------------
|
|
|Balance Sheet Data:                                       |  |             
|Cash and cash equivalents (including restricted balances) |  | $           
|Total assets                                              |  |             
|Deferred revenues                                         |  |             
|Non-current portiondeferred revenues                     |  |             
|Long-term debt                                            |  |             
|Other long-term liabilities                               |  |             
|Total stockholders' equity                                |  |             

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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

META Group, Inc. with its subsidiaries (collectively the "Company") is a leading provider of information technology ("IT") research, advisory services, and
strategic consulting. The Company's mission is to help clients be more efficient, effective, and timely in their use of IT to achieve their business goals.

The
Company has three operating business segments: Advisory Services, Strategic Consulting and Published Research Products. The Advisory Services segment provides annually renewable
subscription services (focused on specific areas of IT, the special needs of the CIO and others within the IT organization, or the distinct IT/business issues of specific industry markets and the
public sector), service analyst briefing engagements, and conferences. Supplementing these services are the Company's Infusion programs, which provide an important bridge between traditional Advisory
Services that examine broader industry issues and Strategic Consulting which drills into specific projects for a given client. The Strategic Consulting segment offers project consulting services that
address clients' business and technology challenges. A significant portion of Strategic Consulting clients are also Advisory Services subscribers. The Published Research Products segment includes
research reports and online resources which offer thorough market research, practical executive/operational guides and in-depth IT product evaluations.

The Current Economic Environment

The economic climate in which we operate has been difficult over the last three years, and capital spending has decreased dramatically, including significant
decreases in IT spending. This has had a pronounced effect on our ability to generate revenues from our Advisory Services, Strategic Consulting and Published Research Products. We believe we are well
positioned to provide our Advisory Services, Strategic Consulting and Published Research Products to a growing customer base, but we cannot provide any assurance that these pressures on IT spending
will ease, or that the general economic climate will improve. Continued competitive pressure and a weak economy could have a continuing pronounced effect on our operating results. We have undertaken a
variety of cost reduction measures designed to bring our operating expenses in line with our perceptions of the business climate, including workforce reductions.

Significant Financial Events in 2003

During 2003, we achieved total revenue of $122.5 million, and reduced our loss before income taxes, minority interest and cumulative effect of change in
accounting principle by $2.1 million. In addition, in 2003 we acquired 100% of META Group Italy, META Group UK and META Group Northern Europe.

17

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Results of Operations

The following table sets forth, for the years indicated, the results of operations in thousands of dollars, and results of operations as a percentage of total
revenues:

|                                                                                                                            |                                  | 2003                     |        | 2002   |         | 2001  |       
|--------------------------------------------------------------------------------------------------------------------------- | -------------------------------- | ------------------------ | ------ | ------ | ------- | ----- | ------
|
|Revenues:                                                                                                                   |                                  |                          |        |        |         |       |       
|                                                                                                                            | Advisory services                |                          | $      | 78,257 |         | 63.9  |       
|                                                                                                                            | Strategic consulting             |                          |        | 35,747 |         | 29.2  |       
|                                                                                                                            | Published research products      |                          |        | 5,980  |         | 4.9   |       
|                                                                                                                            | Reimbursable expenses            |                          |        | 2,501  |         | 2.0   |       
|                                                                                                                            |                                  |                          |        |        |         |       |       
|                                                                                                                            |                                  | Total revenues           |        |        | 122,485 |       | 100.0 
|                                                                                                                            |                                  |                          |        |        |         |       |       
|Operating expenses:                                                                                                         |                                  |                          |        |        |         |       |       
|                                                                                                                            | Cost of services and fulfillment |                          |        | 62,412 |         | (51.0 | )     
|                                                                                                                            | Reimbursable expenses            |                          |        | 2,501  |         | (2.0  | )     
|                                                                                                                            | Selling and marketing            |                          |        | 31,982 |         | (26.1 | )     
|                                                                                                                            | General and administrative       |                          |        | 22,753 |         | (18.6 | )     
|                                                                                                                            | Depreciation and amortization    |                          |        | 4,989  |         | (4.1  | )     
|                                                                                                                            | Restructuring charges            |                          |        | 1,642  |         | (1.3  | )     
|                                                                                                                            | Loss on facilities leases        |                          |        | 999    |         | (0.8  | )     
|                                                                                                                            | Goodwill impairment loss         |                          |        |       |         |      |       
|                                                                                                                            |                                  |                          |        |        |         |       |       
|                                                                                                                            |                                  | Total operating expenses |        |        | 127,278 |       | (103.9
|                                                                                                                            |                                  |                          |        |        |         |       |       
|Operating loss                                                                                                              |                                  |                          | (4,793 | )      | (3.9    | )     |       
|Other income (expense) :                                                                                                    |                                  |                          |        |        |         |       |       
|                                                                                                                            | Impairment loss on investments   |                          |        |       |         |      |       
|                                                                                                                            | Other income (expense), net      |                          |        | 784    |         | 0.6   |       
|                                                                                                                            |                                  |                          |        |        |         |       |       
|Loss before provision (benefit) for income taxes, minority interest and cumulative effect of change in accounting principle |                                  |                          | (4,009 | )      | (3.3    | )     |       
|Provision (benefit) for income taxes                                                                                        |                                  |                          | 173    |        | (0.1    | )     |       
|Minority interest in income of consolidated subsidiaries                                                                    |                                  |                          | 123    |        | (0.1    | )     |       
|                                                                                                                            |                                  |                          |        |        |         |       |       
|Loss before cumulative effect of change in accounting principle                                                             |                                  |                          | (4,305 | )      | (3.5    | )     |       
|Cumulative effect of change in accounting principle                                                                         |                                  |                          |       |        |        |       |       
|                                                                                                                            |                                  |                          |        |        |         |       |       
|Net loss                                                                                                                    |                                  | $                        | (4,305 | )      | (3.5    | )     | $     
|                                                                                                                            |                                  |                          |        |        |         |       |       

Advisory
Services revenues are principally annually renewable contracts and are generally payable by clients in advance. Billings attributable to the Company's Advisory Services are
initially recorded as deferred revenues and then recognized pro rata over the contract term. Advisory Services revenues attributable to international clients not serviced by the Company's subsidiaries
are billed and collected by its independent sales representative organizations. The Company realized Advisory Services revenues from the independent sales representative organizations at rates of
40%75% of the amounts billed to their clients.

One
measure of the volume of the Company's Advisory Services business is its "Contract Value," which the Company calculates as the aggregate annual value of retainer subscription
services contracts in force at a given point in time, without regard to the remaining duration of such contracts. Contract

18

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Value
is not necessarily indicative of future Advisory Services revenues. Contract Value was $73.0 million at December 31, 2003 versus $70.4 million at December 31, 2002, a
4% increase.

The
Company recognizes revenue on Strategic Consulting engagements on a contract by contract basis, as the work is performed, utilizing the percentage of completion method for fixed fee
projects, or as services are rendered for time and materials projects.

The
Company recognizes revenues from the sale of Published Research Products when the products are delivered.

The
Company's operating expenses consist of cost of services and fulfillment, selling and marketing expenses, general and administrative expenses and depreciation and amortization. Cost
of services and fulfillment represents the cost associated with production and delivery of the Company's products and services and includes the costs of research, development, preparation of periodic
reports, analyst telephone consultations, executive briefings and conferences, research reports, consulting services, new product development, and all associated editorial and support services.
Selling and marketing expenses include the costs of salaries, commissions, and related benefits for selling and marketing personnel as well as travel and promotion, and bad debt expense. General and
administrative expenses include the costs of the administrative functions of the Company, including finance and accounting, corporate IT, legal, human resources, and corporate management departments.
See "Segment Reporting" in Note 12 to the consolidated financial statements for information regarding the Company's operating segments.

Results of Operations

Years Ended December 31, 2003 and December 31, 2002

Total Revenues.Total revenues increased 5.1% to $122.5 million in 2003 from $116.5 million in 2002.

The
table below gives an analysis of the major changes in revenues (in thousands):

|                            |       | Changes in Revenues - 2003 versus 2002
|--------------------------- | ----- | --------------------------------------
|
|Advisory Services           |       | $                                     
|Strategic Consulting        |       |                                       
|Published Research Products |       |                                       
|Reimbursable Expenses       |       |                                       
|                            |       |                                       
|                            | Total |                                       
|                            |       |                                       

Revenues
from Advisory Services increased 1.6% to $78.3 million in 2003 from $77.1 million in 2002 and decreased as a percentage of total revenues to 64% from 66%. The
increase in revenues was principally due to the impact of foreign currency exchange rates on revenues from ongoing operations in Canada, Europe and the Asia Pacific region of $2.1 million, as
well as the acquisition of subsidiaries in Italy, the United Kingdom, and Northern Europe in 2003 (which collectively added incremental revenue of $1.6 million), partially offset by
$2.5 million of lower domestic revenue resulting from general economic conditions and a trend of lower IT spending that began in the second half of 2000, as well as pricing pressures faced by
the Company brought on by the decrease in IT spending. The Company currently expects decreases in IT spending and pricing pressure to continue for the foreseeable future.

Strategic
Consulting revenues increased 11.6% to $35.7 million in 2003 from $32.0 million in 2002, and increased as a percentage of total revenues to 29% from 27%. The
increase was principally due to the
impact of foreign currency exchange rates on revenues from ongoing operations in Canada, Europe and the Asia Pacific region of $2.1 million, as well as the acquisition of subsidiaries in Italy,
the United Kingdom and Northern Europe in 2003 (which collectively added incremental revenue of $1.8 million). These increases were partially offset by a decrease of $0.1 million in the
Company's domestic consulting revenues due to competitive pricing conditions as a result of decreases in and delays of IT spending due to general economic conditions. The Company currently expects
decreases in IT spending and pricing pressure to continue for the foreseeable future.

19

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Published Research Products revenues increased 22% to $6.0 million in 2003 from $4.9 million in 2002 and increased as a percentage of total revenues to 5% from 4%. The
increase in revenues was principally due to greater demand for the Company's Published Research Products in the United States, partially offset by decreased revenues in the Company's Canadian
subsidiary as well as the Company's international distributors.

Total Operating Expenses.Total operating expenses increased 4.8% to $127.3 million in 2003 from $121.5 million
in 2002.

The
table below gives an analysis of the major changes in operating expenses (in thousands):

Changes in Operating Expenses - 2003 versus 2002Acquisitions

Ongoing Operations

Foreign Exchange

Net ChangeCost of Services and Fulfillment

$
2,779

$
(736
)
$
2,162

$
4,205Selling and Marketing Expenses


586


283


966


1,835General & Administrative Expenses


1,244


1,125


1,242


3,611Depreciation and Amortization


243


(1,765
)

230


(1,292
)Restructuring Charges


462


818





1,280Loss on Facilities Leases





(1,190
)




(1,190
)Goodwill Impairment Loss





(2,630
)




(2,630
)Total

$
5,314

$
(4,095
)
$
4,600

$
5,819


Cost of Services and Fulfillment.Cost of services and fulfillment, including reimbursable expenses, increased 6.9% or
approximately $4.2 million to $64.9 million in 2003 from $60.7 million in 2002 and increased as a percentage of total revenues to 53% from 52%. The increase was principally due to
incremental costs of $2.8 million associated with subsidiaries in Italy, the United Kingdom and Northern Europe acquired in 2003, and $2.2 million from the impact of foreign exchange
rates on the costs from ongoing operations in Canada, Europe and the Asia Pacific region. These increased costs were partially offset by a decrease in travel and other expenses of $0.7 million.
On a forward-looking basis, we expect the cost of services and fulfillment to increase in absolute dollars, though such expenses may vary as a percentage of revenues.

Selling and Marketing Expenses.Selling and marketing expenses increased 6.3% or approximately $1.9 million to
$32.0 million in 2003 from $30.1 million in 2002 and remained level as a percentage of total revenues at 26% for both years. The increase in selling and marketing expenses was due to
$1.0 million from the impact of foreign exchange rates on the costs from ongoing operations in Canada, Europe and the Asia Pacific region and $0.6 million in incremental personnel costs
associated with subsidiaries in Italy, the United Kingdom and Northern Europe acquired in 2003. Selling and marketing expenses from ongoing operations increased $0.3 million due to the
following: $1.9 million of increased expenses associated with the marketing and branded campaign launched in 2003, and $0.3 million of increased personnel costs (compensation and related
benefits) resulting from an increase in the total number of selling and marketing personnel during the year. These increases were partially offset by the following: 2003 expenses were reduced by
reversing $0.6 million of provisions for distributor bad debts and $0.4 million of other accounts receivable provisions, and 2002 expenses included a $1.0 million charge for
distributor bad debts. On a forward-looking basis, we expect selling
and marketing expenses to increase in absolute dollars, though such expenses may vary as a percentage of revenues.

General and Administrative Expenses.General and administrative expenses increased 19.4% or approximately $3.7 million
to $22.8 million in, 2003 from $19.1 million in 2002 and increased as a percentage of total revenue to 19% from 16%. The increase in expenses was due to $1.2 million from

20

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the
impact of foreign exchange rates on the costs from ongoing operations in Canada, Europe and the Asia Pacific region, and incremental costs of $1.2 million associated with subsidiaries in
Italy, the United Kingdom and Northern Europe acquired in 2003. General and administrative expenses from ongoing operations increased $1.1 million due to increased compensation and other
expenses of $2.0 million, while 2002 expenses included $0.9 million of non-income related taxes. On a forward-looking basis, we expect general and administrative expenses to
remain relatively constant in absolute dollars, though such expenses may vary as a percentage of revenues.

Depreciation and Amortization.Depreciation and amortization expense decreased 20.6% or approximately $1.3 million to
$5.0 million in 2003 from $6.3 million in 2002. The decrease was principally due to $1.8 million in lower depreciation expense on reduced levels of depreciable fixed assets,
partially offset by $0.3 million of higher amortization expense on intangible assets acquired as a result of the acquisitions of subsidiaries in Italy, the United Kingdom and Northern Europe in
2003, and $0.2 million from the impact of foreign exchange rates on the costs from ongoing operations in Canada, Europe and the Asia Pacific region. On a forward-looking basis, we expect
depreciation and amortization to remain relatively constant in absolute dollars, though such expenses may vary as a percentage of revenues.

Restructuring Charges.During 2003, the Company recorded $1.6 million in restructuring charges for severance accruals
in the third and fourth quarters as a result of a reduction in its workforce of 41 persons (representing 5% of the workforce at the time). During 2003, $0.5 million of the total restructuring
charges related to the subsidiary in Italy acquired in 2003. $1.2 million of the total 2003 restructuring charges was unpaid as of December 31, 2003 and is expected to be paid in 2004.
These workforce reductions were initiated in order to lower costs in response to the reduced levels of IT spending by the Company's customers.

During
2002, the Company recorded $0.4 million in restructuring charges. In February 2002, the Company reduced its workforce by 43 persons (representing 7% of the workforce
at the time), and incurred a $0.2 million restructuring charge for severance payments made during the quarter ended March 31, 2002. During the quarter ended September 30, 2002,
META Group Germany reduced its workforce by 10 persons and recorded a $0.2 million restructuring charge for severance payments that were made during the quarter ended December 31, 2002.

Loss on Facilities Leases.During 2003 and 2002, the Company recorded losses of $1.0 million and $2.2 million,
respectively, on certain of its domestic and German facilities leases. The losses pertain to vacated space in these facilities for which costs will continue to be incurred under the respective
contracts for the remaining terms without economic benefit to the Company. The fair value of the losses was computed based on the aggregate remaining lease obligations of the vacant space reduced by
estimated sublease rentals that the Company reasonably expects to obtain for the space.

Goodwill Impairment Loss.As of September 30, 2002, the Company completed the second step of the impairment test
prescribed by Statement of Financial Accounting Standards No. 142 "Goodwill and Other Intangible Assets" ("SFAS 142") and determined that the goodwill associated with the Strategic
Consulting and Published Research Products segments was impaired. Accordingly, the Company recorded a goodwill charge of $22.2 million relating to the carrying value of the goodwill of these
segments as of January 1, 2002. The impairment charge was recorded as the cumulative effect of a change in accounting principle and recorded retroactive to January 1, 2002. Additionally,
during the nine months ended September 30, 2002, the Company recorded a $2.6 million goodwill impairment loss resulting from the Company's annual goodwill impairment test in accordance
with the provisions of SFAS 142. The impaired goodwill related to the Strategic Consulting and Published Research Products segments and resulted from the acquisition of an additional interest
in META Group Germany and contingent consideration earned by Rubin Systems, Inc. and the Verity Group in 2002. The Company

21

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conducted
an impairment review of its goodwill during 2003, and concluded that there was no impairment to goodwill required to be recorded in 2003.

Impairment Loss on Investments and Advances.During 2002, the Company determined that, based on estimates of future cash
flows and other available market data, several of its investments in and advances to companies in parallel industries were impaired. Accordingly, the Company recorded an impairment loss of
$1.1 million. The Company follows a practice of reviewing its individual investments for impairment on a quarterly basis. This review includes the examination of the estimated market value of
each specific investment using peer group market comparables of public companies. Additionally, the Company reviews the business operations of each company in which it has an investment, its
historical financial results, its projected cash flow, its plans for the future and the likelihood of achieving such plans. Based on such review, a determination is made on a
case-by-case basis as to whether an investment is deemed to be permanently impaired and therefore requires an adjustment to the carrying value. The Company will continue to
evaluate its investments for impairment every quarter, and based on its review, may record additional impairment losses should the facts and circumstances in existence at that time merit such an
adjustment. There were no impairment losses on investments and advances recorded in 2003. See discussion of liquidation gains in "Other (Expense) Income, net below. As of December 31, 2003, the
balance of the Company's Investments and Advances was $1.1 million. See "Risk FactorsOur Strategic Investments Expose Us to Financial
Risks."

Other Income (Expense), net.During 2003, the Company recorded net interest and other income of $784,000, consisting of
$636,000 of other income, which was primarily the result of gains on the
liquidation of investments, and $148,000 of interest income earned on its cash balances, net of interest expense on bank borrowings. This compares with net interest and other expense of $144,000 in
the year 2002.

Provision (Benefit) for Income Taxes.During 2003, the Company recorded a provision for income taxes of $173,000. During the
year 2002, the Company recorded a provision for income taxes of $13.1 million, which included a $12.2 million valuation allowance established against its deferred income tax assets,
which consisted of net operating loss carryforwards for income tax purposes and temporary differences between the financial reporting basis and the income tax basis of the Company's assets and
liabilities. In view of the Company's losses over its recent history, a determination was made that a valuation allowance should be established for the full amount of recorded deferred tax assets.

Years Ended December 31, 2002 and December 31, 2001

Total Revenues.Total revenues decreased 2.9% to $116.5 million in 2002 from $120.0 million in 2001.

Revenues
from Advisory Services decreased 9.8% to $77.1 million in 2002 from $85.5 million in 2001 and decreased as a percentage of total revenues to 66% from 71%. The
decrease in revenues from Advisory Services was principally due to decreased subscriptions to the Company's Advisory Services because of the decrease resulting from general economic conditions and a
trend of lower IT spending that began in the second half of 2000, as well as pricing pressures faced by the Company brought on by the decrease in IT spending. As the Company recognizes subscription
revenues ratably over the underlying contract period, Advisory Services revenues were adversely impacted during 2002 when compared to 2001 by the decrease in billings that began in the second half of
2000. The decrease in revenues was partially offset by $3.1 million of incremental revenues from the acquisition of a majority interest in META Group Germany in December 2001 and the
establishment of META Group France in September 2001. Advisory Services revenues attributable to international clients decreased 4% in 2002 from 2001, and remained constant as a percentage of
Research and Advisory Services revenues at 18%.

22

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Strategic
Consulting revenues increased 19.2% to $32.0 million in 2002 from $26.9 million in 2001, and increased as a percentage of total revenues to 27% from 22%. The
increase was principally due to $9 million of incremental revenues from the acquisition of a majority interest in META Group Germany in December 2001 and the establishment of META Group
France in September 2001, and, to a lesser extent, from increases in consulting revenues from the Company's subsidiaries in Canada and Australia
during 2002 versus 2001. The increases were partially offset by a decrease in the Company's domestic consulting revenues due principally to a decrease in IT spending as a result of general economic
conditions. Exacerbating the decrease in IT spending was pricing pressure from competition on the Company's domestic consulting services. Additionally, but to a lesser extent, the decrease in domestic
consulting revenues was due to a decrease in domestic consulting headcount in 2002 when compared to 2001.

Published
Research Products revenues decreased 9% to $4.9 million in 2002 from $5.4 million in 2001 and decreased as a percentage of total revenues to 4% from 5%. The
decrease in revenues was principally due to less demand for such products resulting from a decrease in IT spending as a result of general economic conditions, and, to a lesser extent, from market
pricing pressures faced by the Company in 2002 as a result of the decrease in IT spending and a commoditization of published research products in the IT industry. Additionally, the Company experienced
a decrease in the number of personnel in the Company's inside sales channel that primarily sell the Company's published research products in 2002 when compared to 2001. These decreases were partially
offset by $180,000 of incremental revenues from the acquisition of META Group Germany in December 2001.

Cost of Services and Fulfillment.Cost of services and fulfillment, including reimbursable expenses, decreased 6% to
$60.7 million in 2002 from $64.6 million in 2001 and decreased as a percentage of total revenues to 52% from 54%. The decrease was principally due to decreased payroll and payroll
related costs (salaries, benefits and bonus expense) for analyst, consultant and fulfillment positions as a result of the reductions in headcount that occurred in February 2002, and reduced
travel expenses attributable to both the decrease in headcount and other cost control measures. Such cost reductions were partially offset by $8.6 million of incremental expenses from the
acquisition of a majority interest in META Group Germany in December 2001 and the establishment of META Group France in September 2001.

Selling and Marketing Expenses.Selling and marketing expenses decreased 34.4% to $30.1 million in 2002 from
$46.0 million in 2001 and decreased as a percentage of total revenues to 26% from 38%. The decrease in selling and marketing expenses was due principally to decreased commission expenses as a
result of the Company's restructured sales commission plan for the plan year ended January 31, 2002, which resulted in a decrease in commissions paid to the Company's sales personnel during the
twelve months ended January 31, 2002. As the Company amortizes commission payments over the subscription period in which the related Advisory Services revenues are amortized to income, the
Company experienced a decrease in commission expense during 2002 versus the same period in 2001. Additionally, the Company experienced a decrease in bad debt expense during 2002 versus 2001. During
2001, the Company incurred $6.8 million in bad debt expense relating to the Company's accounts and notes receivable, compared to approximately $1 million in the current year.
Additionally, domestic payroll and payroll related costs (salaries and benefits) and travel expenses decreased during 2002 versus the same period a year ago due principally to the reductions in
headcount that occurred in February 2002 and other cost control measures. Such decreases were partially offset by $2.8 million of incremental selling and marketing expenses as a result
of the acquisition of a majority interest in META Group Germany in December 2001 and the establishment of META Group France in September 2001.

General and Administrative Expenses.General and administrative expenses increased 30.1% to $19.1 million in 2002 from
$14.7 million in 2001 and increased as a percentage of total revenue to 16%

23

---

from
12%. The increase in expenses was principally due to $4.4 million of incremental expenses from the acquisition of a majority interest in META Group Germany in December 2001 and the
establishment of META Group France in September 2001. The incremental expenses from the acquisitions were partially offset by a decrease in payroll and payroll related costs (salaries and
benefits) due principally to the reductions in headcount that occurred in February 2002 and other cost control measures.

Depreciation and Amortization.Depreciation and amortization expense decreased 18.5% to $6.3 million in 2002 from
$7.7 million in 2001. The decrease was principally due to lower amortization of intangible assets as a result of the adoption of Statement of Financial Accounting Standards No. 142
"Goodwill and Other Intangible Assets"("SFAS 142"). Pursuant to SFAS 142, goodwill and intangible assets deemed to have indefinite lives are no longer amortized but are subject to
impairment tests on an annual basis, or more frequently if certain indicators arise. Other intangible assets will continue to be amortized over their useful lives, which range from four to seven
years.

Restructuring Charges.During 2002, the Company recorded $362,000 in restructuring charges associated with severance payments
as a result of reductions in force. In February 2002, the Company announced a restructuring whereby it reduced its workforce by 43 persons (representing 7% of the workforce at the time). As a
result of the restructuring, the Company incurred a $222,000 restructuring charge during the quarter ended March 31, 2002 for severance payments made during the quarter ended March 31,
2002. During the quarter ended September 30, 2002, META Group Germany reduced its workforce by 10 persons and recorded a $140,000 restructuring charge for severance payments that were made
during the quarter ended December 31, 2002. In April 2001, the Company announced a restructuring whereby it reduced its workforce by 100 persons, or 15% of the workforce at that time. As
a result of the restructuring, the Company incurred a $359,000 restructuring charge during the quarter ended June 30, 2001 for severance payments made during the quarter ended June 30,
2001.

Loss on Facilities Leases.During 2002, the Company recorded a $2.2 million loss on certain of its domestic and German
facilities leases. The losses pertain to vacated space in these facilities for which costs will continue to be incurred under the respective contracts for the remaining terms without economic benefit
to the Company. The fair value of the losses was computed based on the aggregate remaining lease obligations of the vacant space reduced by estimated sublease rentals that the Company reasonably
expects to obtain for the space.

Goodwill Impairment Loss.As of September 30, 2002, the Company completed the second step of the impairment test
prescribed by SFAS 142 and determined that the goodwill associated with the Strategic Consulting and Published Research Products segments was impaired. Accordingly, the Company recorded a
goodwill charge of $22.2 million relating to the carrying value of the goodwill of these
segments as of January 1, 2002. The impairment charge was recorded as the cumulative effect of a change in accounting principle and recorded retroactive to January 1, 2002. Additionally,
during the nine months ended September 30, 2002, the Company recorded a $2.6 million goodwill impairment loss resulting from the Company's annual goodwill impairment test in accordance
with the provisions of SFAS 142. The impaired goodwill related to the Strategic Consulting and Published Research Products segments and resulted from the acquisition of an additional interest
in META Group Germany and contingent consideration earned by Rubin Systems, Inc. and the Verity Group in 2002.

Impairment Loss on Investments and Advances.During the years 2002 and 2001, the Company determined that, based on estimates
of future cash flows and other available market data, several of its investments in and advances to companies in parallel industries were impaired. Accordingly, the Company recorded impairment losses
of $1.1 million and $9.2 million, in 2002 and 2001, respectively. The Company follows a practice of reviewing its individual investments for impairment on a quarterly basis, and based on its
review, may record additional impairment losses should the facts and

24

---

circumstances
in existence at that time merit such an adjustment. See "Risk FactorsOur Strategic Investments Expose Us to Financial Risks."

Other Income (Expense), net.During 2002, the Company recorded net interest and other expense of $144,000, consisting
primarily of interest expense on its outstanding bank borrowings, net of interest income earned on its cash balances. This compares with net interest and other income of $2.1 million in the
year 2001. During 2001, the Company recognized a $2.6 million gain on the sale of its investment in Intermedia Group. Proceeds from the sale were $2.9 million. The gain was partially
offset by interest expense recorded on the Company's outstanding bank borrowings.

Provision (Benefit) for Income Taxes.During 2002, the Company recorded a provision for income taxes of $13.1 million,
versus an income tax benefit of $2.9 million recorded during 2001. The Company established a $12.2 million valuation allowance against its deferred income tax assets, which consisted of
net operating loss carryforwards for income tax purposes and temporary differences between the financial reporting basis and the income tax basis of the Company's assets and liabilities. In view of
the Company's losses over its recent history, a determination was made that a valuation allowance should be established for the full amount of recorded deferred tax assets.



The Company funds its operations primarily through cash generated from operations, and, to a lesser extent, from borrowings under its credit facility and from the
sale of its common stock. The Company generated $2.7 million in cash from operations during 2003, $3.6 million in 2002, and $18.2 million in
2001. The decrease in operating cash flow in 2003 versus 2002 was due to lower accounts receivable collections in 2003, a reduction in net working capital and a reduction in non-cash
operating charges. The significant decrease in operating cash flow in 2002 versus 2001 was principally due to the significant increase in collections of the Company's accounts receivable that occurred
in 2001 as a result of enhanced collection efforts, and, to a lesser extent, as a result of the cash received in 2001 from the Company's sale of its limited partnership interest in the JMI Equity Side
Fund, L.P. associated with the termination of the Company's META Group/JMI Long-Term Incentive Plan for certain of the Company's key employees, and as a result of decreases in the levels
of accrued expenses and other current liabilities.

The
Company used $1.0 million, $1.1 million and $1.9 million of cash in 2003, 2002 and 2001, respectively, for the purchase of fixed assets. The purchases were
principally made to support the Company's computer equipment, software and network infrastructure. The Company currently expects to make additional purchases in 2004 and currently expects that such
expenditures will remain approximately the same when compared to 2003 levels. As of December 31, 2003, the Company had no material commitments for capital expenditures; however, the Company
anticipates that it will continue to upgrade its internal systems to support its business, including in particular its international subsidiaries.

During
2003, the Company used $2.9 million of cash (net of cash acquired) to fund the acquisitions of 100% of META Group Italy, META Group UK and META Group Northern Europe. There
is no contingent consideration related to these acquisitions. These acquisitions are described in greater detail above in "Recent Business DevelopmentsAcquisitions".

During
2002, the Company expended $1.5 million of cash (net of cash acquired) to fund acquisitions and settle contingent payouts. The specifics of the acquisitions and payouts are
as follows:

25

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Acquisition of Assets of Rubin Systems, Inc. ("RSI")

In October 2000, the Company completed the acquisition of substantially all the assets of RSI, a provider of IT trend-tracking, finance analysis and
software engineering measurement consulting, for an initial payment of $750,000 in cash, $375,000 in common stock (36,874 shares) and the assumption of certain liabilities. During 2001, the Company
paid $1 million in cash and issued $250,000 in common stock (57,084 shares) as contingent consideration to RSI as a result of the achievement of certain financial targets. During 2002, the
Company paid $569,000 in cash and $369,000 in the form of 202,499 shares of the Company's common stock as additional contingent consideration in connection with the achievement of certain financial
targets by RSI and $500,000 in additional consideration in connection with the fair value of options to purchase the Company's common stock granted to Dr. Howard Rubin. In the event certain
financial targets are met, additional contingent consideration of $2.7 million payable in cash and $1.4 million payable in the Company's common stock may be paid through
March 2007. In the event the aggregate number of shares issued in satisfaction of contingent consideration exceeds 147,027, the remaining consideration will be payable in cash. RSI is wholly
owned by Dr. Howard Rubin, a director and officer of the Company. The Company filed a registration statement which became effective in 2004 to register the shares issued to RSI.

Acquisition of META Group Germany

On December 31, 2001, the Company acquired an additional 44% ownership interest in META Group Germany. The Company had previously acquired a 9% interest in
META Group Germany in 1999 in exchange for the forgiveness of accounts receivable owed to the Company in the amount of $1 million. With the acquisition, META Group Germany became a
majority-owned subsidiary of the Company. The consideration for the acquisition was the agreement of the Company to subordinate approximately $4.0 million of accounts receivable owed to it by
META Group Germany to all other debts of META Group Germany. During 2002, the Company acquired the remaining 47% of META Group Germany (including the shares held by the stockholders of Stratis Kft.)
in exchange for $590,000 in cash, $412,000 in the form of 267,285 options to purchase the Company's common stock, and approximately $924,000 in notes payable to certain of the former META Group
Germany shareholders, payable from January 2003 through January 2006.

META Group Germany Acquisition of Stratis Kft.

Effective January 1, 2002, META Group Germany acquired a majority interest in the Company's distributor in Hungary, Stratis Kft., for approximately
$327,000 paid in META Group Germany's stock.

Acquisition of Assets of The Verity Group

In March 2002, the Company paid $400,000 of contingent consideration to The Verity Group ("Verity"), an IT consulting company, as additional contingent
consideration earned during the year ended December 31, 2001. The Company acquired certain assets of Verity in 1997 for an initial payment of $1,000 in cash and contingent consideration of up
to $1.1 million in the event certain financial targets were met in each of the four years ended December 31, 2001. The aggregate consideration paid by the Company amounted to
approximately $1 million. There are no future payments remaining under the earnout.

Exclusive
of its acquisitions, the Company had previously made investments in and advances to several companies in parallel or synergistic industries, however, the Company did not make
any such investments or advances during 2003, 2002 and 2001. In 2003, 2002 and 2001, the Company liquidated certain investments and received cash proceeds of $0.9 million, $2.3 million
and $2.9 million, respectively, and recognized gains of $0.6 million, $0 and $2.6 million, respectively.

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The
balance of the Company's investments and advances was $1.1 million, $4.0 million and $8.2 million at December 31, 2003, 2002 and 2001, respectively. Each
investment is accounted for under the cost method. See "Risk FactorsOur Strategic Investments Expose Us to Financial Risks."

During
2003, the Company used $11.9 million of cash in financing activities primarily as a result of repayments of $7.2 million of borrowings outstanding under the
Company's credit facilities, and the establishment of a $6.0 million restricted cash account as required by the Company's credit facility discussed below. The repayments were partially offset
by $1 million in bank borrowings and $633,000 in proceeds from the Company's stock option and stock purchase plans, and sale of treasury stock. During 2002, the Company used $4.2 million
of cash in financing activities primarily as a result of repayments of borrowings outstanding under the Company's credit facilities. The repayments were partially offset by $425,000 in proceeds from a
private placement of common stock and $158,000 in proceeds from the Company's stock option and stock purchase plans. During 2001, $6.1 million was used in financing activities primarily as a
result of the repayment of $12.0 million in outstanding borrowings under the
Company's credit facility. The repayments were partially offset by proceeds from the Company's private placement of its common stock of $4.6 million, borrowings of $1 million from its
credit facility, and $343,000 in proceeds from the exercise of stock options and proceeds received under its employee stock purchase plan.

In
September 2002, five trusts affiliated with the Company's President and Chief Executive Officer, Alfred J. Amoroso, purchased 125,000 shares of the Company's common stock.
Additionally, two members of the Company's Board of Directors, Michael Simmons and Gayl W. Doster, purchased 20,000 and 10,000 shares of the Company's common stock, respectively. All of the shares
were purchased from META Group Germany at a purchase price of $2.74. Total proceeds to META Group Germany were approximately $425,000.

As
of December 31, 2002, the Company had $6.2 million in borrowings outstanding ($5.2 million outstanding under the term loan and $1 million outstanding under
the revolving credit facility) under its $20 million credit facility (the "Old Facility"). The Company was in breach of a number of covenants contained in the Old Facility. As the Company was
in default under the Old Facility as of December 31, 2002, all outstanding borrowings were classified as a current liability on the consolidated balance sheet as of December 31, 2002. In
January 2003, the Company repaid all amounts outstanding under the Old Facility from its cash on hand.

In
March 2003 the Company received a waiver of all prior covenant defaults. Additionally, in March 2003 the Company executed a new $6 million revolving credit
agreement (the "Amended Facility"). The Amended Facility replaced the Old Facility and consists of a $6 million revolving credit facility. Under the Amended Facility, interest on any
outstanding borrowings will be payable at the rate of LIBOR, as determined by the bank, plus 1.5% or the higher of the Prime Rate or the Federal Funds Rate plus 0.5%. The Amended Facility is fully
collateralized by a $6 million cash deposit. This cash deposit is reflected as restricted cash on the Company's consolidated balance sheet as of December 31, 2003. The Amended Facility
contains no financial covenants, and matures in November 2004. As of December 31, 2003, there was $836,000 used under the Amended Facility in the form of standby letters of credit issued
on behalf of one of the Company's independent sales representative organizations and as collateral for a portion of the Company's U.S. premises leases. There were no borrowings outstanding as of
December 31, 2003.

During
the year 2003, the Company paid $368,000 in satisfaction of the terms of notes payable held by certain former shareholders of META Group Germany. The notes were acquired when the
Company acquired the remaining interest in META Group Germany in September 2002. As of December 31, 2003, $683,000 remains payable under the notes, which are payable through
November 2008.

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At
December 31, 2003, the Company has a liability for severance payments owed to the former Chief Executive Officer of the Company. The remaining liability of $339,000 will be
paid during 2004.

As
of December 31, 2003 the Company had outstanding a corporate guarantee in the amount of €62,000 (approximately $78,000) guaranteeing lease payments to the
landlord of one of the Company's former independent sales representative organizations. In January 2002, the landlord called the guarantee. The claim is currently being negotiated with the
landlord. The Company is currently uncertain as to when this issue will be resolved.

As
of December 31, 2003, the Company had cash of $8.8 million, restricted cash of $6 million and negative working capital of $21.7 million. Working capital
decreased by $14.8 million in 2003 primarily due to payment of short term debt, the establishment of a restricted cash collateral account, and increases in deferred revenues and other accrued
liabilities. The Company generated a net loss of $4.3 million for 2003, and a loss before the cumulative effect of a change in accounting principle of $19.3 million for 2002. To return
to profitability, the Company will need to, among other things, achieve revenue growth and/or maintain expenses below revenue levels. The Company cannot be certain whether, or when, any of these will
occur. If the Company fails to either achieve sufficient revenue growth or maintain expenses below revenue levels, any such failure will likely result in continued losses that would have a material
adverse effect on the Company's financial results and condition. See "Risk FactorsIf We are Unable to Return to Profitability it Could Impact Our Ability to
Continue Our Operations."

The
Company currently believes existing cash balances, anticipated cash flows from operations and borrowings under its existing credit facility will be sufficient to meet its working
capital and capital expenditure requirements for the next 12 months. The Company also believes that is has sufficient funds to maintain current operations and to complete its current projects
and plans. The Company intends to continue its efforts to monitor its accounts receivable collections and manage expenses. However, the Company also currently believes that if decreases in and delays
of IT spending continue, that together with competitive pricing pressure on the Company's products and services, it will continue to negatively impact the Company's business. See "Risk
FactorsDecreases and Delays in IT Spending Could Lead to Further Decreases in Our Revenues and Increase Our Net Losses."

The
following table summarizes the Company's contractual obligations and other commitments as of December 31, 2003 and the effect such obligations are currently expected to have
on its liquidity and cash flow in future periods (in thousands):

|                                                     |  | Twelve Months Ending December 31,
|---------------------------------------------------- |  | ---------------------------------
|
|Operating leases                                     |  | $                                
|Payments due under employment / severance agreements |  |                                  
|Notes payable                                        |  |                                  
|                                                     |  |                                  
|                                                     |  | $                                
|                                                     |  |                                  

Critical Accounting Policies

Our significant accounting policies are described in Note 1 to our consolidated financial statements. However, certain of our accounting policies are
particularly important to the portrayal of our financial position and results of operations and may require the application of significant judgment by our management; as a result they are subject to
an inherent degree of uncertainty. In applying those policies, our management uses its judgment to determine the appropriate assumptions to be used in the determination of certain estimates. Those
estimates are based on our historical experience, our

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observance
of trends in the industry, information provided by our customers and information available from other outside sources, as appropriate. Our significant accounting policies include:





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Impact of Recently Issued Accounting Pronouncements

In May 2003, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No.150, "Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity" ("SFAS 150"). SFAS 150 changes the accounting for certain financial instruments that under previous guidance issuers
could account for as equity. It requires that those instruments be classified as liabilities on a company's balance sheets. The guidance in SFAS 150 is generally effective for all financial
instruments entered into or modified after May 31, 2003, and otherwise is effective on July 1, 2003. The Company adopted SFAS 150 on July 1, 2003, with no impact on its
financial statements.

In
January 2003, the FASB issued FASB Interpretation No. 46 (as amended by FASB Interpretation No. 46R), "Consolidation of Variable Interest Entities", an
interpretation of ARB No. 51 ("FIN 46"). FIN 46 clarifies the application of Accounting Research Bulletin No. 51, "Consolidated Financial Statements", to certain entities in which equity
investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated
financial support from other parties. The Company currently does not have any interest in any unconsolidated entity for which variable interest entity accounting is required and therefore FIN 46 did
not impact the Company's consolidated financial statements.

In
December 2002, the FASB issued Statement of Financial Accounting Standards No. 148 "Accounting for Stock-Based CompensationTransition and
Disclosurean amendment to SFAS 123" ("SFAS 148"). SFAS 148 provides alternative methods of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. In addition, SFAS 148 amends the disclosure requirements of SFAS 123 to require more prominent and more frequent disclosures in
financial statements about the effects of stock-based compensation. The transition guidance and annual disclosure provisions of SFAS 148 are effective for fiscal years ending after
December 15, 2002. The interim disclosure provisions are effective for financial reports containing financial statements for interim periods beginning after December 15, 2002. The
Company currently does not intend to change its existing method of accounting for stock-based employee compensation unless required by the issuance of a new pronouncement. The Company adopted the
disclosure requirements of SFAS 148 as of December 31, 2002.

In
November 2002, the Emerging Issues Task Force ("EITF") reached a consensus on Issue No. 00-21 "Revenue Arrangements with Multiple Deliverables," ("EITF
00-21"). EITF 00-21 provides guidance on how to account for arrangements that involve the delivery or performance of multiple

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products,
services and rights to use assets. The provisions of EITF 00-21 apply to revenue arrangements entered into in the fiscal periods beginning after June 15, 2003. The Company
examined its current Advisory Service offerings and has determined that its present accounting policies are consistent with the guidance contained in EITF 00-21.

Risk Factors

If We are Unable to Return to Profitability it Could Impact Our Ability to Continue Our Operations

We experienced a net loss before the cumulative effect of a change in accounting of $4.3 million for 2003 and $19.3 million for 2002. To return to
profitability, we will need to, among other things, achieve revenue growth and/or maintain operating expenses below revenue levels. If we fail to either achieve revenue growth and/or maintain
operating expenses below revenue levels, such a failure will likely result in continued operating and/or net losses. Operating and net losses over sustained periods of time could impact our ability to
continue our operations.

Decreases and Delays in IT Spending Could Lead to Further Decreases In Our Revenues and Increase Our Net Losses

Our business depends on continued spending on IT by substantial commercial and governmental users of IT. If, as a result of general economic uncertainty or
otherwise, IT users continue to reduce IT spending levels or delay their purchases of IT products and services, then such decreases or delays in spending could continue to reduce demand for our
products and services, which could lead to further decreases in our revenues and increase our net losses. The Company has seen reduced IT spending levels from its customers beginning in the latter
half of 2000 and continuing to the present. Additionally, we expect decreases and delays in IT spending to continue to affect our business for the foreseeable future.

We May Have to Change Our Product Pricing Strategy Due to Competitive Pressures

Our pricing strategy may limit the potential market for our Advisory Services, Strategic Consulting services and Published Research products to substantial
commercial and governmental users and vendors of IT. Pricing pressures have contributed to our decline in revenue as we have lost business to competitors offering similar products and services for a
lesser price and, in certain circumstances, have lowered the selling price of certain of our products and services. As a result, we may be required to change our pricing strategy by reducing prices
for our existing Advisory Services, Strategic Consulting services and Published Research products or to introduce new products and services with lower prices to expand or maintain our market share.
These actions present risks because the new products might not be accepted by our customers and/or our revenues could be reduced by lower prices.

We Depend on Renewals of Subscription-Based Services, And Our Failure to Renew at Historical Rates Could Lead to Further Decreases in Our Revenues and
Increase Our Net Losses

We derived approximately 64% and 66% of our total revenues during 2003 and 2002, respectively, from subscriptions to our Advisory Services. Advisory Service
subscriptions typically have a one year term. We may not be successful in renewing the subscriptions of our customers at historical renewal rates. Our ability to renew subscriptions is subject to a
number of risks, including the following:



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We Depend on Non-Recurring Strategic Consulting Engagements, And Our Failure to Secure New Engagements Could Lead to Further Decreases in
Our Revenues and Increase Our Net Losses

We derived approximately 29% and 27% of our total revenues during the years 2003 and 2002 from Strategic Consulting engagements. Strategic Consulting engagements
vary in number, size and scope, and typically are project-based and non-recurring. Our ability to replace completed Strategic Consulting engagements with new engagements is subject to a
number of risks, including the following:



Our Results May Fluctuate Significantly On a Quarterly Basis Which Could Affect the Price of our Common Stock

Our operating results have varied significantly from quarter to quarter. We expect future operating results to fluctuate due to several factors, many of which are
not in our control, including the following:



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Due
to these factors, we believe that period-to-period comparisons of operating results are not necessarily meaningful and should not be relied on as an
indication of future operating results. The potential fluctuations in our operating results make it likely that, in some future quarter, our operating results will be below the expectations of
securities analysts and investors, which could lower the price of our common stock.

Our International Operations Expose Us to a Variety of Risks Which Could Negatively Impact Our Future Revenue Growth and Profitability

Net revenues attributable to international clients represented approximately 24% and 18% of our total Advisory Services revenues for 2003 and 2002, respectively.
We sell our products and services internationally through a network of foreign subsidiaries and independent sales representative organizations. We assume significantly greater risks by selling through
independent sales representative organizations than through a direct employee sales force or foreign subsidiaries. These risks include:



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In
addition, our general risks of international operations include:



We
expect that international operations will continue to account for a significant portion of our revenues and we intend to continue to expand our international operations. Expansion
into new geographic territories may require considerable management and financial resources, as was the case during the three years ended December 31, 2003, and may negatively impact our
results of operations. If we are unable to successfully manage the risks associated with international operations, such an inability could reduce our total revenues and profitability.

We May Fail to Anticipate and Adapt to Market Changes Which Could Impair Our Ability To Remain Competitive And Harm Our Market Share

Our success depends in part on our ability to anticipate rapidly changing technologies and market trends, and to adapt our products and services to meet the
changing information and analysis needs of IT users. Frequent and often dramatic changes characterize the IT industry, including the following:



This
environment of rapid and continuous change presents significant challenges to our ability to provide our clients with current and timely analysis and advice on issues of importance
to them. We commit substantial resources to meeting these challenges. If we fail to provide insightful timely analysis of developments and assessment of technologies and trends in a manner that meets
changing market needs, we may lose our customers to competitors who may better anticipate changing technologies and market trends and provide more timely analysis and advice.

We May Not be Able to Attract and Retain Qualified Personnel Which Could Jeopardize the Quality of Our Research, Product Development, Selling, Marketing
and Management

We need to hire, train and retain qualified employees to execute our strategy and support growth. In particular, we need trained research analysts, consultants,
sales representatives, product development

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staff,
operations staff and management. We continue to experience intense competition in recruiting and retaining qualified employees. The pool of experienced candidates is small, and we compete for
qualified employees against many companies, including Gartner, Inc., that have substantially greater financial resources than we do. If we are unable to successfully hire, retain and motivate a
sufficient number of qualified employees, the quality of our research, our product development efforts, our selling, marketing and management could each be negatively impacted, which could have an
adverse effect on our business, results of operations and financial condition.

We Have Many Competitors Who May be More Effective Than Us Which Could Result in Pricing Pressure and Loss of Market Share

The IT research, analysis and consulting industry is extremely competitive. We compete directly with other independent providers of similar services and
indirectly with the internal staffs of current and prospective client organizations. Our principal direct competitor, Gartner, Inc., has a substantially longer operating history and has
considerably greater financial resources and market share than we do. We also compete indirectly with larger electronic and print media companies and consulting firms. Our indirect competitors, many
of which have substantially greater financial, information gathering and marketing resources than we do, could choose to compete directly against us in the future.

Our
market has few barriers to entry. New competitors could easily compete against us in one or more market segments addressed by our Advisory Services or Strategic Consulting services.
Our current and future competitors may develop products and services that are more effective than our products and services. Competitors may also produce their products and services at less cost and
market them more effectively. If we are unable to successfully compete against existing or new competitors, such an inability will have a material adverse effect on our results of operations and would
likely result in pricing pressure and loss of market share.

We May Not Be Able to Develop or Acquire the New Products and Services That We Need to Remain Competitive

Our future success depends on our ability to develop or acquire new products and services that address specific industry and business sectors, changes in client
requirements and technological changes in the IT industry. The process of internally researching, developing, launching and gaining client acceptance of a new product or service is inherently risky
and costly. Assimilating and marketing an acquired product or service is also risky and costly. In addition, we have introduced few new products or services and have had limited experience in
acquiring and integrating new products or services into our business. If we are unable to develop new products and services, we may lose customers to competitors who may better provide updated
products and services, which could lead to a decrease in revenues and a loss of market share.

Our Strategic Investments Expose Us to Financial Risks Which Could Result in Additional Impairment Losses

In an effort to develop new products and services, from April 1996 to December 2000, we made investments in and advances to companies in parallel or
synergistic industries totaling approximately $21.5 million. Such strategic investments and advances are highly risky and illiquid. During 2003, 2002 and 2001, we determined that, based on
reviews of the business climate of each company in which we had an investment, that company's historical financial results, projected cash flow, plans for the future and likelihood of achieving such
plans and other available market data, several of our investments in these companies were impaired. Accordingly, we recorded $0, $1.1 million and $9.2 million of impairment losses,
respectively, on these investments. There can be no assurance that such strategic investments will result in new product or service offerings for us or otherwise be successful. Many factors outside
our control, including general economic conditions, could impair the value of our strategic investments requiring us to record further, substantial losses related to such investments.

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Moreover,
these strategic investments may disrupt our ongoing business and distract management. Furthermore, there can be no assurance that we will be able to liquidate our strategic investments when
needed or desirable. If we are unable to manage our remaining strategic investments, we may not be able to obtain any developments in new products and services we wanted to obtain and we may be
required to record further impairment losses.

If We Fail to Integrate Recent Acquisitions, We May Not Realize the Benefits Expected From Our Investments

As part of our business strategy, we buy, or make investments in, complementary businesses, products and services. If we find a business that we wish to acquire,
we may have difficulty negotiating the terms of the purchase, financing the purchase, and assimilating the employees, products and operations of the acquired business. Acquisitions may disrupt our
ongoing business and distract our management. Furthermore, acquisitions of new businesses may not lead to the successful development of new products or services, or if developed, such products or
services may not achieve market acceptance or prove to be profitable. We may therefore pay more than the value we derive from the acquisition. A given acquisition may also have a material adverse
effect on our financial condition or results of operations. In addition, we may be required to incur debt or issue equity to pay for any future acquisitions or contingent payments in connection with
previously consummated acquisitions, which may be dilutive to our current stockholders and/or decrease our working capital.

Our Stock Price is Volatile Which Could Result In Investors Losing Some Or All Of Their Investment

The market price of our common stock has been volatile. During 2000, as reported on the Nasdaq National Market, our common stock quotations ranged from a high of
$35.63 to a low of $4.50. In 2001, the market price of our common stock reached a low of $0.77 and a high of $7.00. In 2002, the market price of our common stock reached a low of $1.20 and a high of
$3.41. In 2003, the market price of our common stock reached a low of $2.05 and a high of $6.30. The market price of our common stock could be subject to wide fluctuations in response to:



In
the past, following periods of volatility in the market price of their securities, many companies have been the subject of securities class action litigation. If we were sued in a
securities class action, it would result in substantial costs as well as a diversion of our management's attention and resources, and it would likely cause the market price of our common stock to
fall.

Political And Social Turmoil Could Make It Difficult For Us And Our Customers To Accurately Forecast And Plan Future Business Activities And Could
Negatively Impact Our Business.

Increasing
political and social turmoil, such as military actions and terrorist activities, can be expected to put further pressure on economic conditions in the United States and
foreign jurisdictions

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and
are placing pressure on our business operations. For example, certain of our conference events in various geographies, such as the Middle East, were postponed in light of potential ongoing
military action in the region. Additionally, as a result of military action and terrorist activities, we have issued to our employees cautionary advice with respect to their travel. These conditions
make it difficult for us and our customers to accurately forecast and plan future business activities and may delay our development plans and our sales, particularly in the geographically affected
areas.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



In 2002, the Company's exposure to market risk for changes in interest rates related primarily to borrowings under its $20 million credit facility, which
consisted of a $12 million revolving credit line and an $8 million term loan. At December 31, 2002, there was $6.2 million in borrowings outstanding under this facility.
Under the facility, interest was computed on outstanding borrowings at the rate of LIBOR plus 2.5% or the higher of (a) the Prime Rate or (b) the Federal Funds Rate plus 0.5%. In
January 2003,
the Company repaid all amounts outstanding under its credit facility. In March 2003, the Company executed a new $6 million credit agreement with its bank (the "Amended Facility"). The
Amended Facility consists of a $6 million revolving credit facility. The Company borrowed and repaid $1 million under this facility during 2003, and has no borrowing outstanding under
this facility as of December 31, 2003. Under the Amended Facility, interest on any outstanding borrowings will be payable at the rate of LIBOR plus 1.5% or the higher of (a) the Prime
Rate or (b) the Federal Funds Rate plus 0.5%. The Company believes that an increase or a decrease of ten percent in the effective interest rate on available borrowings on its facility, if fully
utilized, would not have a material effect on future results of operations.



The Company is exposed to market risk as it relates to changes in the market value of its strategic investments. The Company made investments in and advances to
companies in parallel or synergistic industries to that of the Company's. During 2002 and 2001, the Company recorded $1.1 million and $9.2 million, respectively, in impairment losses on
its investments and advances. During, 2003, the Company did not record any impairment loss on its investments and advances. As of December 31, 2003, the Company had investments and advances
totaling $1.1 million. These investments and advances are inherently risky because the companies we invested in are private companies that are typically in the early development stages. Adverse
changes in market conditions and poor operating results of the underlying investments may result in the Company incurring additional losses or an inability to recover the remaining value of its
investments and advances.



The Company is exposed to market risk as it relates to foreign currency exchange rates. Revenues and expenses in foreign currencies translate into higher or lower
revenues and expenses in U.S. dollars as the U.S. dollar weakens or strengthens against foreign currencies. Changes in foreign currency exchange rates may therefore negatively affect the Company's
consolidated revenues and expenses, and net investment in foreign subsidiaries. Currency transaction gains or losses arising from transactions in currencies other than the functional currency of the
Company's foreign subsidiaries are included in the results of operations. Such gains and losses were not material to the Company's consolidated results of operations during 2003 and 2002. The Company
believes that an increase or a decrease of ten percent in foreign currency exchange rates would not have a material effect on future results of operations. The Company has not entered into foreign
currency forward exchange contracts or other derivative financial instruments to hedge the effects of adverse fluctuations in foreign currency exchange rates.

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ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated financial statements and financial statement schedule listed under Item 15Exhibits, Financial Statement Schedules, and Reports on
Form 8-K are filed as a part of this Item 8. Supplementary financial information may be found in Note 13 to the consolidated financial statements.

ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.    CONTROLS AND PROCEDURES

In accordance with Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), within 90 days prior to
the filing date of this report, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's President and Chief
Executive Officer along with its Vice President and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in
Rule 13a-14(c) under the Exchange Act). Based upon their evaluation of these disclosure controls and procedures, the Company's President and Chief Executive Officer along with the
Vice President and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports we file
under the Exchange Act is recorded, processed, summarized and reported by management of the Company on a timely basis in order to comply with the Company's disclosure obligations under the Exchange
Act and the SEC rules thereunder.

Changes in Internal Controls

There have been no significant changes in the Company's internal controls or other factors that could significantly affect internal controls subsequent to the
date the Company carried out this evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

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PART III

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information required by this item may be found under the sections captioned "Election of Directors," "Occupations of Directors and Executive Officers," and
"Section 16(a) Beneficial Ownership Reporting Compliance" in the Company's Proxy Statement for the Company's Annual Meeting of Stockholders to be held on May 24, 2004 (the "2004 Proxy
Statement"), which is incorporated herein by reference. The 2004 Proxy Statement will be filed with the Securities and Exchange Commission no later than 120 days after the close of the
Company's fiscal year ended December 31, 2003.

ITEM 11.    EXECUTIVE COMPENSATION

The information required by this item may be found under the section captioned "Compensation and Other Information Concerning Directors and Officers" in the 2004
Proxy Statement, which is incorporated herein by reference.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this item may be found under the section captioned "Management and Principal Holders of Voting Securities" in the 2004 Proxy
Statement, which is incorporated herein by reference.

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this item may be found under the section captioned "Certain Relationships and Related Transactions" in the 2004 Proxy Statement, which
is incorporated herein by reference, and in Note 11 to the consolidated financial statements.

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item may be found under the section captioned "Auditor Fees" in the 2004 Proxy Statement, which is incorporated herein by
reference.

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PART IV

ITEM 15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)(1) Financial Statements.

The
following financial statements are included in Item 8 of this report:

PageIndependent Auditors' Report

F-1Consolidated Balance Sheets at December 31, 2003 and 2002

F-2Consolidated Statements of Operations for the years ended December 31, 2003, 2002, and 2001

F-3Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2003, 2002, and 2001

F-4Consolidated Statements of Cash Flows for the years ended December 31, 2003, 2002, and 2001

F-5Notes to Consolidated Financial Statements

F-6(a)(2) Financial Statement Schedule.The following financial statement schedule for the Company is filed as part of this report:Schedule IIValuation and Qualifying Accounts

S-1


Schedules
not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the accompanying Consolidated Financial Statements
or notes thereto.

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(a)(3) List of Exhibits.

The
following exhibits are filed as part of and incorporated by reference into this Annual Report on Form 10-K:

|Exhibit Number |          | Description                                                                                                          
|-------------- | -------- | ---------------------------------------------------------------------------------------------------------------------
|3.1            | (1)      | Amended and Restated Certificate of Incorporation of the Company                                                     
|3.2            | (1)      | Amended and Restated Bylaws of the Company                                                                           
|4.1            | (1)      | Specimen Certificate Representing the Common Stock                                                                   
|10.1           | (7)*     | Second Amended and Restated 1995 Stock Plan                                                                          
|10.2           | (7)*     | Form of Incentive Stock Option Agreement under the Second Amended and Restated 1995 Stock Plan                       
|10.3           | (7)*     | Form of Non-Qualified Stock Option Agreement under the Second Amended and Restated 1995 Stock Plan                   
|10.4           | (3)*     | Second Amended and Restated 1995 Employee Stock Purchase Plan Enrollment Authorization Form                          
|10.5           | (8)*     | Amended and Restated 1995 Non-Employee Director Stock Option Plan                                                    
|10.6           | (2)*     | Form of Non-Qualified Stock Option Agreement under the 1995 Non-Employee Director Stock Option Plan of the Registrant
|10.7           | (1)(12)* | Agreement between First Albany Corporation and the Company dated March 30, 1995                                      
|10.8           | (1)*     | Restated and Amended 1989 Stock Option Plan, as amended                                                              
|10.9           | (1)*     | Form of Incentive Stock Option Agreement under 1989 Stock Option Incentive Plan                                      
|10.10          | (1)*     | Form of Certificate and Agreement under Restated and Amended 1989 Stock Option Plan                                  
|10.11          | (1)*     | 1993 Stock Option and Incentive Plan, as amended                                                                     
|10.12          | (1)*     | Form of Certificate and Agreement under 1993 Stock Option and Incentive Plan                                         
|10.13          | (1)*     | Form of Warrant under the Restated and Amended 1989 Stock Option Plan and 1993 Stock Option and Incentive Plan       
|10.15          | (1)      | Office Lease between International Business Machines Corporation and the Company dated August 1, 1994                
|10.17          | (4)*     | Amended and Restated 1996 Equity Compensation Plan of The Sentry Group, Inc.                                         
|10.18          | (8)*     | Second Amended and Restated 1995 Employee Stock Purchase Plan                                                        
|10.19          | (5)*     | Asset Purchase Agreement among Rubin Systems Inc., Howard Rubin, and META Group, Inc. dated as of October 27, 2000   
|10.20          | (5)*     | Employment and Management Agreement between META Group, Inc. and Howard Rubin dated as of October 27, 2000           
|10.21          | (5)      | Office Lease between Harbor Vista Associates Limited Partnership and the Company dated March 31, 1999                
|10.23          | (6)      | Form of META Group, Inc./JMI Long Term Incentive Compensation Plan Waiver and Release Agreement                      
|10.25          | (9)*     | Employment agreement between Alfred J. Amoroso and META Group, Inc., dated as of July 31, 2002                       
|               |          |                                                                                                                      

41

---

|10.26 | (9)*     | Incentive Stock Option Agreement between META Group, Inc. and Alfred J. Amoroso dated July 31, 2002                                                          
|----- | -------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.27 | (9)*     | Non-Qualified Stock Option Agreement between META Group, Inc. and Alfred J. Amoroso dated July 31, 2002                                                      
|10.28 | (9)*     | Employee Noncompetition, Nondisclosure and Developments Agreement between META Group, Inc. and Alfred J. Amoroso dated as of July 31, 2002                   
|10.29 | (9)*     | Severance Agreement between META Group, Inc. and Dale Kutnick dated as of July 31, 2002                                                                      
|10.30 | (9)(10)* | Amendment to Option Agreements between META Group, Inc. and Dale Kutnick dated as of July 31, 2002                                                           
|10.31 | (9)*     | Non-Qualified Stock Option Agreement between META Group, Inc. and Dale Kutnick dated August 14, 2002                                                         
|10.32 | (9)*     | Registration Rights Agreement between META Group, Inc. and Dale Kutnick dated as of July 31, 2002                                                            
|10.33 | (9)*     | Amendment No. 1 to Asset Purchase Agreement among Rubin Systems, Inc., Howard Rubin and META Group, Inc., dated as of July 31, 2002                          
|10.34 | (9)*     | Revised Exhibit A to the Amended Asset Purchase Agreement among Rubin Systems, Inc., Howard Rubin and META Group, Inc., dated as of July 31, 2002            
|10.35 | (9)*     | Amendment No. 1 to Employment and Management Agreement between META Group, Inc. and Howard Rubin dated as of July 31, 2002                                   
|10.36 | (9)*     | Amendment No. 1 to Non-competition Agreement between Howard Rubin and META Group, Inc. dated as of July 31, 2002                                             
|10.37 | (9)*     | Amendment No. 1 to Non-Qualified Stock Option Agreement between Howard Rubin and META Group, Inc., dated as of July 31, 2002                                 
|10.39 | (11)*    | Amendment No. 2 to Employment and Management Agreement between META Group, Inc. and Howard Rubin dated as of January 30, 2003                                
|10.40 | (11)     | Waiver No. 2 dated as of March 12, 2003 to the Amended and Restated Credit Agreement between META Group, Inc. and The Bank of New York dated November 5, 2001
|10.41 | (11)     | Amended and Restated Credit Agreement between META Group, Inc. and The Bank of New York dated March 12, 2003                                                 
|10.42 | (11)     | Revolving Credit Note of META Group, Inc. in favor of The Bank of New York in the principal amount of $6,000,000 dated March 12, 2003                        
|10.43 | (11)     | Amended and Restated Security Agreement between META Group, Inc. and The Bank of New York dated March 12, 2003                                               
|10.44 | (11)     | Amendment No. 2 to Asset Purchase Agreement among Rubin Systems, Inc., Howard Rubin and META Group, Inc. dated as of January 30, 2003                        
|21.1 |          | List of Subsidiaries                                                                                                                                         
|23.1 |          | Consent of Deloitte & Touche LLP                                                                                                                             
|      |          |                                                                                                                                                              

42

---

|24.1 |  | Power of Attorney (see page 44)                                                                                                    
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------
|31.1 |  | Certification of the Chief Executive Officer pursuant to Section 302(a) of the Sarbanes Oxley Act of 2002                          
|31.1 |  | Certification of the Chief Financial Officer pursuant to Section 302(a) of the Sarbanes Oxley Act of 2002                          
|32   |  | Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002

---

(b)    Reports on Form 8-K

On
November 6, 2003, the Company filed a report on Form 8-K in connection with a release of the Company's results of operations for the quarter ended
September 30, 2003.

(c)    Exhibits.

The
Company hereby files as part of this Annual Report on Form 10-K the exhibits listed in Item 15(a)(3) set forth above.

43

---



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

|                     |  | META GROUP, INC.
|-------------------- |  | ----------------
|Date: March 29, 2004 |  | By:             

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of META Group, Inc., hereby severally constitute and appoint Alfred J. Amoroso and John W. Riley and each of
them singly, our true and lawful attorneys, with the power to them and each of them singly, to sign for us and in our names in the capacities indicated below, any amendments to this Report on
Form 10-K, and generally to do all things in our names and on our behalf in such capacities to enable META Group, Inc. to comply with the provisions of the Securities
Exchange Act of 1934, as amended, and all the requirements of the Securities and Exchange Commission.

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant, in the capacities indicated,
on the 29th day of March 2004.

|Signature                             |  | Title(s)                                                                                                                     
|------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------
|                                      |  |                                                                                                                              
|/s/DALE KUTNICKDale Kutnick           |  | Chairman of the Board of Directors                                                                                           
|/s/ALFRED J. AMOROSOAlfred J. Amoroso |  | Vice Chairman of the Board of Directors, President and Chief Executive Officer (Principal Executive Officer)                 
|/s/JOHN W. RILEYJohn W. Riley         |  | Vice President, Chief Financial Officer, Treasurer & Secretary
(Principal Financial Officer and Principal Accounting Officer)
|/s/GAYL W. DOSTERGayl W. Doster       |  | Director                                                                                                                     
|/s/MONTE FORDMonte Ford               |  | Director                                                                                                                     
|/s/HARRY S. GRUNERHarry S. Gruner     |  | Director                                                                                                                     
|                                      |  |                                                                                                                              

44

---

|/s/GEORGE C. MCNAMEEGeorge C. McNamee     |  | Director
|----------------------------------------- |  | --------
|/s/HOWARD RUBINHoward Rubin               |  | Director
|/s/FRANCIS J. SALDUTTIFrancis J. Saldutti |  | Director
|/s/MICHAEL SIMMONSMichael Simmons         |  | Director

45

---



INDEPENDENT AUDITORS' REPORT

The
Board of Directors and Stockholders
META Group, Inc.
Stamford, Connecticut

We
have audited the accompanying consolidated balance sheets of META Group, Inc. and subsidiaries as of December 31, 2003 and 2002 and the related consolidated statements
of operations, changes in stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2003. Our audits also included the financial statement schedule
listed at Item 15(a)(2). These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial
statements and financial statement schedule based on our audits.

We
conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In
our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of META Group, Inc. and subsidiaries as of
December 31, 2003 and 2002, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2003 in conformity with accounting
principles generally accepted in the United States of America. Also in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken
as a whole, presents fairly in all material respects the information set forth therein.

As
discussed in Note 4 to the consolidated financial statements, effective January 1, 2002, the Company adopted Statement of Financial Accounting Standards No. 142,
"Goodwill and Other Intangible Assets".

/s/
Deloitte & Touche LLP
Stamford, Connecticut
March 17, 2004

F-1

---



META GROUP, INC.        CONSOLIDATED BALANCE SHEETS        (In thousands, except share data)

|                                           |                                                                                                                    | December 31,                               |       
|------------------------------------------ | ------------------------------------------------------------------------------------------------------------------ | ------------------------------------------ | ------
|
|ASSETS                                     |                                                                                                                    |                                            |       
|Current assets:                            |                                                                                                                    |                                            |       
|                                           | Cash and cash equivalents                                                                                          |                                            | $     
|                                           | Accounts receivable, less allowance for doubtful accounts of
$1,026 and $2,313, respectively                       |                                            |       
|                                           | Deferred commissions                                                                                               |                                            |       
|                                           | Other current assets                                                                                               |                                            |       
|                                           |                                                                                                                    |                                            |       
|                                           |                                                                                                                    | Total current assets                       |       
|Restricted cash                            |                                                                                                                    |                                            | 6,000 
|Non-current portion of accounts receivable |                                                                                                                    |                                            | 184   
|Property and equipment, net                |                                                                                                                    |                                            | 5,392 
|Goodwill                                   |                                                                                                                    |                                            | 13,016
|Intangible assets, net                     |                                                                                                                    |                                            | 8,982 
|Investments and advances                   |                                                                                                                    |                                            | 1,146 
|Other non-current assets                   |                                                                                                                    |                                            | 344   
|                                           |                                                                                                                    |                                            |       
|                                           |                                                                                                                    | Total assets                               |       
|                                           |                                                                                                                    |                                            |       
|LIABILITIES AND STOCKHOLDERS' EQUITY       |                                                                                                                    |                                            |       
|Current liabilities:                       |                                                                                                                    |                                            |       
|                                           | Accounts payable                                                                                                   |                                            | $     
|                                           | Deferred revenues                                                                                                  |                                            |       
|                                           | Borrowings under revolving credit agreement                                                                        |                                            |       
|                                           | Current portion of long-term debt                                                                                  |                                            |       
|                                           | Notes payable                                                                                                      |                                            |       
|                                           | Accrued compensation                                                                                               |                                            |       
|                                           | Accrued and other current liabilities                                                                              |                                            |       
|                                           |                                                                                                                    |                                            |       
|                                           |                                                                                                                    | Total current liabilities                  |       
|                                           |                                                                                                                    |                                            |       
|Long-term portion of notes payable         |                                                                                                                    |                                            | 389   
|Non-current deferred revenues              |                                                                                                                    |                                            | 549   
|Other non-current liabilities              |                                                                                                                    |                                            | 2,039 
|                                           |                                                                                                                    |                                            |       
|                                           |                                                                                                                    | Total non-current liabilities              |       
|                                           |                                                                                                                    |                                            |       
|                                           |                                                                                                                    | Total liabilities                          |       
|                                           |                                                                                                                    |                                            |       
|Minority interest                          |                                                                                                                    |                                            | 322   
|                                           |                                                                                                                    |                                            |       
|Commitments and contingencies              |                                                                                                                    |                                            |       
|Stockholders' equity:                      |                                                                                                                    |                                            |       
|                                           | Preferred stock, $0.01 par value, authorized 2,000,000 shares; none issued                                         |                                            |       
|                                           | Common stock, $0.01 par value, authorized 45,000,000 shares; issued
14,303,655 and 13,886,612 shares, respectively |                                            |       
|                                           | Paid-in capital                                                                                                    |                                            |       
|                                           | Accumulated deficit                                                                                                |                                            |       
|                                           | Accumulated other comprehensive loss                                                                               |                                            |       
|                                           | Treasury stock, at cost, 647,016 and 657,016 shares, respectively                                                  |                                            |       
|                                           |                                                                                                                    |                                            |       
|                                           | Total stockholders' equity                                                                                         |                                            |       
|                                           |                                                                                                                    |                                            |       
|                                           |                                                                                                                    | Total liabilities and stockholders' equity |       
|                                           |                                                                                                                    |                                            |       

See
notes to consolidated financial statements.

F-2

---



META GROUP, INC.        CONSOLIDATED STATEMENTS OF OPERATIONS        (In thousands, except per share data)

|                                                                                                                            |                                             | 2003                     |        | 2002   |         | 2001    |       
|--------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------- | ------------------------ | ------ | ------ | ------- | ------- | ------
|Revenues:                                                                                                                   |                                             |                          |        |        |         |         |       
|                                                                                                                            | Advisory services                           |                          | $      | 78,257 |         | $       | 77,113
|                                                                                                                            | Strategic consulting                        |                          |        | 35,747 |         |         | 32,009
|                                                                                                                            | Published research products                 |                          |        | 5,980  |         |         | 4,940 
|                                                                                                                            | Reimbursable expenses                       |                          |        | 2,501  |         |         | 2,471 
|                                                                                                                            |                                             |                          |        |        |         |         |       
|                                                                                                                            |                                             | Total revenues           |        |        | 122,485 |         |       
|                                                                                                                            |                                             |                          |        |        |         |         |       
|Operating expenses:                                                                                                         |                                             |                          |        |        |         |         |       
|                                                                                                                            | Cost of services and fulfillment            |                          |        | 62,412 |         |         | 58,237
|                                                                                                                            | Reimbursable expenses                       |                          |        | 2,501  |         |         | 2,471 
|                                                                                                                            | Selling and marketing                       |                          |        | 31,982 |         |         | 30,147
|                                                                                                                            | General and administrative                  |                          |        | 22,753 |         |         | 19,142
|                                                                                                                            | Depreciation and amortization               |                          |        | 4,989  |         |         | 6,281 
|                                                                                                                            | Restructuring charge                        |                          |        | 1,642  |         |         | 362   
|                                                                                                                            | Loss on facilities leases                   |                          |        | 999    |         |         | 2,189 
|                                                                                                                            | Goodwill impairment loss                    |                          |        |       |         |         | 2,630 
|                                                                                                                            |                                             |                          |        |        |         |         |       
|                                                                                                                            |                                             | Total operating expenses |        |        | 127,278 |         |       
|                                                                                                                            |                                             |                          |        |        |         |         |       
|Operating loss                                                                                                              |                                             |                          | (4,793 | )      |         | (4,926  | )     
|Other income (expense):                                                                                                     |                                             |                          |        |        |         |         |       
|                                                                                                                            | Impairment loss on investments and advances |                          |        |       |         |         | (1,075
|                                                                                                                            | Other income (expense), net                 |                          |        | 784    |         |         | (144  
|                                                                                                                            |                                             |                          |        |        |         |         |       
|Loss before provision (benefit) for income taxes, minority interest and cumulative effect of change in accounting principle |                                             |                          | (4,009 | )      |         | (6,145  | )     
|Provision (benefit) for income taxes                                                                                        |                                             |                          | 173    |        |         | 13,096  |       
|Minority interest in income of consolidated subsidiaries                                                                    |                                             |                          | 123    |        |         | 33      |       
|                                                                                                                            |                                             |                          |        |        |         |         |       
|Loss before cumulative effect of change in accounting principle                                                             |                                             |                          | (4,305 | )      |         | (19,274 | )     
|Cumulative effect of change in accounting principle                                                                         |                                             |                          |       |        |         | (22,206 | )     
|                                                                                                                            |                                             |                          |        |        |         |         |       
|Net loss                                                                                                                    |                                             | $                        | (4,305 | )      | $       | (41,480 | )     
|                                                                                                                            |                                             |                          |        |        |         |         |       
|Loss before cumulative effect of change in accounting principlebasic and diluted common share                              |                                             | $                        | (0.32  | )      | $       | (1.47   | )     
|Cumulative effect of change in accounting principlebasic and diluted common share                                          |                                             |                          |       |        |         | (1.70   | )     
|                                                                                                                            |                                             |                          |        |        |         |         |       
|Net lossbasic and diluted common share                                                                                     |                                             | $                        | (0.32  | )      | $       | (3.17   | )     
|                                                                                                                            |                                             |                          |        |        |         |         |       
|Weighted average number of basic and diluted common shares outstanding                                                      |                                             |                          | 13,334 |        |         | 13,067  |       
|                                                                                                                            |                                             |                          |        |        |         |         |       

See
notes to consolidated financial statements.

F-3

---



META GROUP, INC.    CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY    (In thousands)

|                                                           |                                                                    |   |         | Common Stock |        |  |   | Retained
Earnings
(Accumulated
Deficit) |  |   |        | Treasury Stock |  
|---------------------------------------------------------- | ------------------------------------------------------------------ | - | ------- | ------------ | ------ |  | - | --------------------------------------- |  | - | ------ | -------------- | -
|
|
|Balance, January 1, 2001                                   |                                                                    | $ | 65,708  |              | 11,619 |  | $ | 116                                     |  | $ | 52,874 |                | $
|Exercise of stock options                                  |                                                                    |   | 88      |              | 83     |  |   | 1                                       |  |   | 87     |                |  
|Issuance of shares under employee stock purchase plan      |                                                                    |   | 255     |              | 120    |  |   | 1                                       |  |   | 254    |                |  
|Repurchase of shares                                       |                                                                    |   | (339    | )            |        |  |   |                                         |  |   |        |                |  
|Equity based compensation                                  |                                                                    |   | 75      |              |        |  |   |                                         |  |   | 75     |                |  
|Income tax benefit from stock options exercised            |                                                                    |   | 7       |              |        |  |   |                                         |  |   | 7      |                |  
|Private placement of common stock                          |                                                                    |   | 4,573   |              | 1,727  |  |   | 17                                      |  |   | 4,556  |                |  
|Rubin Systems, Inc. earnout shares                         |                                                                    |   | 250     |              | 57     |  |   | 1                                       |  |   | 249    |                |  
|Comprehensive loss:                                        |                                                                    |   |         |              |        |  |   |                                         |  |   |        |                |  
|                                                           | Unrealized gain on marketable securities, net of tax               |   |         | 191          |        |  |   |                                         |  |   |        |                |  
|                                                           | Less: reclassification adjustment for gains realized in net income |   |         | (27          | )      |  |   |                                         |  |   |        |                |  
|                                                           | Foreign currency translation adjustment                            |   |         | (385         | )      |  |   |                                         |  |   |        |                |  
|                                                           | Net loss                                                           |   |         | (17,610      | )      |  |   |                                         |  |   |        |                |  
|                                                           |                                                                    |   |         |              |        |  |   |                                         |  |   |        |                |  
|Total comprehensive loss                                   |                                                                    |   | (17,831 | )            |        |  |   |                                         |  |   |        |                |  
|                                                           |                                                                    |   |         |              |        |  |   |                                         |  |   |        |                |  
|Balance, December 31, 2001                                 |                                                                    |   | 52,786  |              | 13,606 |  |   | 136                                     |  |   | 58,102 |                |  
|Exercise of stock options                                  |                                                                    |   | 2       |              | 1      |  |   |                                         |  |   | 2      |                |  
|Issuance of shares under employee stock purchase plan      |                                                                    |   | 156     |              | 78     |  |   | 1                                       |  |   | 155    |                |  
|Repurchase of shares                                       |                                                                    |   | (22     | )            |        |  |   |                                         |  |   |        |                |  
|Private placement of common stock                          |                                                                    |   | 425     |              |        |  |   |                                         |  |   | 86     |                |  
|Equity-based compensation                                  |                                                                    |   | 39      |              |        |  |   |                                         |  |   | 39     |                |  
|Options issued for purchase of META Group AG               |                                                                    |   | 412     |              |        |  |   |                                         |  |   | 412    |                |  
|Rubin Systems, Inc. earnout shares                         |                                                                    |   | 912     |              | 202    |  |   | 2                                       |  |   | 910    |                |  
|Comprehensive loss:                                        |                                                                    |   |         |              |        |  |   |                                         |  |   |        |                |  
|                                                           | Foreign currency translation adjustment                            |   |         | (14          | )      |  |   |                                         |  |   |        |                |  
|                                                           | Net loss                                                           |   |         | (41,480      | )      |  |   |                                         |  |   |        |                |  
|                                                           |                                                                    |   |         |              |        |  |   |                                         |  |   |        |                |  
|Total comprehensive loss                                   |                                                                    |   | (41,494 | )            |        |  |   |                                         |  |   |        |                |  
|                                                           |                                                                    |   |         |              |        |  |   |                                         |  |   |        |                |  
|Balance December 31, 2002                                  |                                                                    | $ | 13,216  |              | 13,887 |  | $ | 139                                     |  | $ | 59,706 |                | $
|Exercise of stock options                                  |                                                                    |   | 366     |              | 160    |  |   | 2                                       |  |   | 364    |                |  
|Issuance of shares under employee stock purchase plan      |                                                                    |   | 214     |              | 82     |  |   |                                         |  |   | 214    |                |  
|Sale of treasury stock                                     |                                                                    |   | 53      |              |        |  |   |                                         |  |   | 31     |                |  
|Stock issued for acquisition of Meta Group Northern Europe |                                                                    |   | 700     |              | 175    |  |   | 2                                       |  |   | 698    |                |  
|Comprehensive loss:                                        |                                                                    |   |         |              |        |  |   |                                         |  |   |        |                |  
|Foreign currency translation adjustment                    |                                                                    |   | (170    | )            |        |  |   |                                         |  |   |        |                |  
|Net loss                                                   |                                                                    |   | (4,305  | )            |        |  |   |                                         |  |   |        |                |  
|                                                           |                                                                    |   |         |              |        |  |   |                                         |  |   |        |                |  
|Total comprehensive loss                                   |                                                                    |   | (4,475  | )            |        |  |   |                                         |  |   |        |                |  
|                                                           |                                                                    |   |         |              |        |  |   |                                         |  |   |        |                |  
|Balance December 31, 2003                                  |                                                                    | $ | 10,074  |              | 14,304 |  | $ | 143                                     |  | $ | 61,013 |                | $
|                                                           |                                                                    |   |         |              |        |  |   |                                         |  |   |        |                |  

See notes to consolidated financial statements.

F-4

---



META GROUP, INC.        CONSOLIDATED STATEMENTS OF CASH FLOWS        (In thousands)

|                                                                                |                                                                        | Year Ended December 31, |                                                         
|------------------------------------------------------------------------------- | ---------------------------------------------------------------------- | ----------------------- | --------------------------------------------------------
|
|Operating activities:                                                           |                                                                        |                         |                                                         
|Net loss                                                                        |                                                                        | $                       | (4,305                                                  
|Adjustments to reconcile net loss to net cash provided by operating activities: |                                                                        |                         |                                                         
|                                                                                |                                                                        |                         | Cumulative effect of change in accounting principle     
|                                                                                |                                                                        |                         | Depreciation and amortization                           
|                                                                                |                                                                        |                         | Provision for doubtful accounts                         
|                                                                                |                                                                        |                         | Impairment loss on investments and advances             
|                                                                                |                                                                        |                         | Goodwill impairment loss                                
|                                                                                |                                                                        |                         | Gain on sale of affiliate investments                   
|                                                                                |                                                                        |                         | Gain on sale of marketable securities                   
|                                                                                |                                                                        |                         | Minority interest                                       
|                                                                                |                                                                        |                         | Equity-based compensation and other non-cash charges    
|                                                                                |                                                                        |                         | Deferred income taxes                                   
|                                                                                |                                                                        |                         | Changes in assets and liabilities (net of acquisitions):
|                                                                                |                                                                        |                         |                                                         
|                                                                                |                                                                        |                         |                                                         
|                                                                                |                                                                        |                         |                                                         
|                                                                                |                                                                        |                         |                                                         
|                                                                                |                                                                        |                         |                                                         
|                                                                                |                                                                        |                         |                                                         
|                                                                                |                                                                        |                         |                                                         
|                                                                                |                                                                        |                         |                                                         
|Net cash provided by operating activities                                       |                                                                        |                         | 2,688                                                   
|                                                                                |                                                                        |                         |                                                         
|Investing activities:                                                           |                                                                        |                         |                                                         
|                                                                                | Capital expenditures                                                   |                         |                                                         
|                                                                                | Proceeds from sales/maturities of marketable securities                |                         |                                                         
|                                                                                | Proceeds from sale/liquidation of investments                          |                         |                                                         
|                                                                                | Payments made for acquisitions, net of cash acquired                   |                         |                                                         
|                                                                                |                                                                        |                         |                                                         
|Net cash (used in) provided by investing activities                             |                                                                        |                         | (3,000                                                  
|                                                                                |                                                                        |                         |                                                         
|Financing activities:                                                           |                                                                        |                         |                                                         
|                                                                                | Proceeds from private placement of common stock, net of offering costs |                         |                                                         
|                                                                                | Proceeds from bank borrowings                                          |                         |                                                         
|                                                                                | Repayment of term loan                                                 |                         |                                                         
|                                                                                | Repayment of line of credit                                            |                         |                                                         
|                                                                                | Repayment of notes payable                                             |                         |                                                         
|                                                                                | Proceeds from employee stock purchase plan                             |                         |                                                         
|                                                                                | Proceeds from exercise of stock options                                |                         |                                                         
|                                                                                | Proceeds from sale of treasury stock                                   |                         |                                                         
|                                                                                | Increase in restricted cash                                            |                         |                                                         
|                                                                                |                                                                        |                         |                                                         
|Net cash used in financing activities                                           |                                                                        |                         | (11,895                                                 
|                                                                                |                                                                        |                         |                                                         
|Effect of exchange rate changes on cash                                         |                                                                        |                         | (427                                                    
|                                                                                |                                                                        |                         |                                                         
|Net (decrease) increase in cash and cash equivalents                            |                                                                        |                         | (12,634                                                 
|Cash and cash equivalents at beginning of year                                  |                                                                        |                         | 21,448                                                  
|                                                                                |                                                                        |                         |                                                         
|Cash and cash equivalents at end of year                                        |                                                                        | $                       | 8,814                                                   
|                                                                                |                                                                        |                         |                                                         
|Supplemental cash flow information:                                             |                                                                        |                         |                                                         
|                                                                                | Cash paid during the year for income taxes                             |                         | $                                                       
|                                                                                |                                                                        |                         |                                                         
|                                                                                | Cash paid during the year for interest                                 |                         | $                                                       
|                                                                                |                                                                        |                         |                                                         

See notes to consolidated financial statements.

F-5

---



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.    Summary of Significant Accounting Policies

Nature of the Business and Principles of Consolidation.META Group, Inc. and its subsidiaries (collectively the
"Company") is a leading provider of information technology ("IT") research, advisory services, and strategic consulting. The consolidated financial statements include the accounts of the Company and
its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The results of operations for acquisitions of companies have been included in the
consolidated statements of operations commencing with the closing date of acquisition. Operations of the Company's international subsidiaries, other than Canada, are consolidated on a one month lag.

Reclassifications.Certain prior year balances have been reclassified to conform to the current year
presentation.

Foreign Currency Translation.All assets and liabilities of foreign subsidiaries are translated into
U.S. dollars at year-end exchange rates. Income and expense items are translated at average exchange rates prevailing during the year. The resulting translation adjustments are recorded as
a component of accumulated other comprehensive loss in stockholders' equity.

Revenue and Commission Expense Recognition.Advisory Services revenues are recognized on a
straight-line basis over the subscription contract period, generally one year. All subscription contracts are billable at signing, absent special terms granted on a limited basis from time
to time. As such, the Company's policy is to record at the time of signing of an Advisory Services subscription contract the fees receivable and related deferred revenues for the full amount of the
subscription contract. Accounts receivable and deferred revenues that extend beyond a 12-month period have been classified on the consolidated balance sheets as non-current.
The Company also records the related sales commission obligation upon
the signing of the subscription contract and amortizes the corresponding deferred commission expense over the subscription period in which the related Advisory Services revenues are earned and
amortized to income. All subscription contracts are cancelable only for non-performance, except for certain government contracts that have a 30-day cancellation clause.
Historically, such cancellations have not been material. The Company records estimated reductions to revenue for customer cancellations. The Company recognizes revenue on Strategic Consulting
engagements on a contract by contract basis, as the work is performed, utilizing the percentage of completion method for fixed fee projects, or as services are rendered for time and materials
projects. Revenues from Published Research Products are recognized at the time the applicable product is delivered. Reimbursable expenses billed to customers are treated as revenues with offsetting
costs.

Supplemental Disclosures of Non-Cash Activities.During 2003, the Company issued 175,000
shares of its Common Stock in connection with the purchase of META Group Northern Europe. The value of the shares ($700,000) was allocated to the assets acquired.

During
2002, in connection with contingent consideration earned by Rubin Systems, Inc. ("RSI"), the Company issued 202,499 shares of its Common Stock, to RSI. The value of the
shares ($366,725) was allocated to goodwill. Additionally during 2002, the Company issued 267,285 options to purchase Common Stock to the shareholders of META Group AG ("META Group Germany") in
connection with the purchase of the remaining interest of META Group Germany. The fair value of the options ($412,000) was allocated to goodwill.

During
2001, the Company issued 57,084 shares of its Common Stock to RSI in connection with contingent consideration earned. The value of the shares ($250,000) was allocated to the
assets acquired.

F-6

---

Product Development.All costs incurred in the development of new products and services are expensed
as incurred.

Property and Equipment.Property and equipment are stated at cost, net of accumulated depreciation.
Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets, which range from three to seven years. Leasehold improvements are
depreciated over the improvements' useful lives or the lease term, which ever is shorter.

Computer Software Costs.Internal and external direct and incremental costs incurred in developing or
obtaining computer software for internal use are capitalized in property and equipment and amortized under the straight-line method over the estimated useful life of the software,
generally
three to five years. General and administrative costs related to developing or obtaining such software are expensed as incurred.

Income Taxes.Deferred income taxes are provided for the temporary differences between the financial
reporting basis and the income tax basis of the Company's assets and liabilities as measured by the presently enacted tax rates. A valuation allowance is recorded if it is more likely than not that
the Company cannot utilize its deferred tax assets.

Earnings Per Share.Basic earnings per share is computed by dividing net income (loss) by the
weighted average number of common shares outstanding. Diluted earnings per share is computed by dividing net income by the weighted average number of common shares outstanding and dilutive common
equivalent shares (options and warrants to purchase Common Stock) outstanding. Common shares outstanding includes issued shares less shares held in treasury for the respective year. For, 2003, for the
purpose of calculating earnings per sharebasic and diluted, the weighted average number of shares of common stock outstanding was 13,334,225. Diluted earnings per share for 2003 excludes
1,416,134 common stock equivalents (options and warrants) because they are anti-dilutive. For 2002, for the purpose of calculating earnings per sharebasic and diluted, the
weighted average number of shares of common stock outstanding was 13,067,155. Diluted earnings per share for 2002 excludes 321,331 common stock equivalents (options and warrants) because they are
anti-dilutive. For 2001, for the purpose of calculating earnings per sharebasic and diluted, the weighted average number of shares of common stock outstanding was 11,960,100.
Diluted earnings per share for 2001 excludes 326,937 common stock equivalents (options and warrants) because they are anti-dilutive.

Concentration of Credit Risk.Financial instruments that potentially subject the Company to credit
risk consist primarily of cash and trade receivables. The Company maintains its cash with major financial institutions. Concentrations of credit risk with respect to accounts receivable are limited
due to the wide variety of customers and markets into which the Company's products and services are provided, as well as their dispersion across many different geographic areas. The Company is a party
to financial instruments with off-balance-sheet risk in the normal course of business. These financial instruments consist of irrevocable letters of credit and corporate guarantees. (See
Note 7). The Company has no other significant off-balance-sheet concentration of credit risk such as foreign exchange contracts, options contracts, or other foreign hedging
arrangements.

Fair Value of Financial Instruments.Most of the Company's financial instruments, including cash,
trade receivables and payables, and accrued liabilities are short-term in nature. Accordingly, the carrying amount of these financial instruments approximates fair value.

F-7

---

Long-Lived Assets.The Company follows Statement of Financial Accounting Standards
No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS 144"). The Company reviews the recoverability of its long-lived assets and finite
lived intangible assets other than goodwill when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. Evaluation of possible impairment
is based on the Company's ability to recover the asset from the expected future cash flows (undiscounted and without interest charges) of the related operations. If the expected undiscounted cash
flows are less than the carrying value of such asset, an impairment loss would be recognized for the difference between estimated fair value and carrying value.

Management Estimates.The preparation of financial statements in conformity with generally accepted
accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Intangible Assets.Intangible assets include goodwill, customer lists, non-compete
agreement, intellectual property and content databases. Goodwill represents the excess of the purchase price of acquired businesses over the fair value of net assets acquired. In accordance with
Statement of Financial Accounting Standards No. 142 "Goodwill and Other Intangible Assets" ("SFAS 142"), amortization of goodwill ceased on January 1, 2002. The Company performs
an impairment test of its recorded goodwill at least annually, or more frequently if certain indicators arise. Of the remaining intangible assets, the non-compete agreement is being
amortized on a straight-line basis over the period of the agreement (four years), the customer lists are being amortized over their estimated useful lives of 5 to 7 years, the
intellectual property is being amortized over a period of 5 years, and the databases are being amortized over a period of 7 years.

Stock-Based Compensation.The Company follows the disclosure-only provisions of Statement
of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"). SFAS 123 encourages, but does not require, companies to adopt a fair value based
method for determining expense related to stock-based compensation. The Company continues to account for stock based compensation for employees using the intrinsic value method as prescribed by
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations.

F-8

---

The
following table illustrates the effect on net loss and net loss per share if the Company had applied the fair value recognition provisions of SFAS 123 to stock-based employee
compensation for the years ended December 31, 2003, 2002 and 2001, respectively (in thousands, except per share data):

2003

2002

2001Reported net loss

$
(4,305
)
$
(41,480
)
$
(17,610
)Add: Stock-based employee compensation expense included in reported net income, net of tax





39


45Less: Total stock based employee compensation expense determined under fair value based methods for all awards, net of tax


(2,513
)

(2,451
)

(1,043
)Pro forma net loss

$
(6,818
)
$
(43,892
)
$
(18,608
)Net loss per shareReportedBasic and Diluted

$
(0.32
)
$
(3.17
)
$
(1.47
)Pro formaBasic and Diluted

$
(0.51
)
$
(3.36
)
$
(1.56
)


The
estimated fair value of options granted during the years ended December 31, 2003, 2002 and 2001 was $3.10, $1.70 and $1.87 per share, respectively. The fair value of options
granted under the Company's fixed stock option plans during the years ended December 31, 2003, 2002 and 2001 was estimated on the dates of grant using the Black-Scholes option-pricing model
with the following weighted-average assumptions used:

2003

2002

2001Expected life from vest date (in years)

1.65.4

1.65.4

1.65.4Risk-free interest rates

0.94.1
%
0.94.3
%
1.85.3
%Volatility

87117
%
91126
%
90148
%Dividend yield








Pro
forma compensation cost related to shares purchased under the Second Amended and Restated 1995 Employee Stock Purchase Plan (the "Purchase Plan") is measured based on the discount
from market value.

Pro
forma compensation expense reflected for prior periods is not indicative of future compensation expense that would be recorded by the Company if it adopted the fair value based
recognition provisions of SFAS 123. Future pro forma expense may vary based upon factors such as the number of awards granted by the Company and the then-current fair market value
of such awards.

Detailed
information for activity in the Company's stock plans and the assumptions used in the fair value based method depicted above can be found in Note 9.



In May 2003, the FASB issued Statement of Financial Accounting Standards No.150, "Accounting for Certain Financial Instruments with Characteristics of Both
Liabilities and Equity" ("SFAS 150"). SFAS 150 changes the accounting for certain financial instruments that under previous guidance issuers could account for as equity. It requires that
those instruments be classified as liabilities on a company's

F-9

---

balance
sheets. The guidance in SFAS 150 is generally effective for all financial instruments entered into or modified after May 31, 2003, and otherwise is effective on July 1,
2003. The Company adopted SFAS 150 on July 1, 2003, with no impact on its financial statements.

In
January 2003, the FASB issued FASB Interpretation No. 46, "Consolidation of Variable Interest Entities" ("FIN 46") as amended by FIN 46R, (an interpretation of ARB
No. 51). FIN 46 clarifies the application of Accounting Research Bulletin No. 51, "Consolidated Financial Statements," to certain entities in which equity investors do not have the
characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other
parties. The Company currently does not have any interest in any unconsolidated entity for which variable interest entity accounting is required; therefore FIN 46 did not impact the Company's
consolidated financial statements.

In
December 2002, the FASB issued Statement of Financial Accounting Standards No. 148, "Accounting for Stock-Based CompensationTransition and
Disclosurean amendment to SFAS 123" ("SFAS 148"). SFAS 148 provides alternative methods of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. In addition, SFAS 148 amends the disclosure requirements of SFAS 123 to require more prominent and more frequent disclosures in
financial statements about the effects of stock-based compensation. The transition guidance and annual disclosure provisions of SFAS 148 are effective for fiscal years ending after
December 15, 2002. The interim disclosure provisions are effective for financial reports containing financial statements for interim periods beginning after December 15, 2002. The
Company currently does not intend to change its existing method of accounting for stock-based employee compensation unless required by the issuance of a new pronouncement. The Company has adopted the
disclosure requirements of SFAS 148 as of December 31, 2002.

In
November 2002, the Emerging Issues Task Force ("EITF") reached a consensus on Issue No. 00-21 "Revenue Arrangements with Multiple Deliverables," ("EITF
00-21"). EITF 00-21 provides guidance on how to account for arrangements that involve the delivery or performance of multiple products, services and rights to use assets. The
provisions of EITF 00-21 apply to revenue arrangements entered into for fiscal periods beginning after June 15, 2003. The Company has examined its current Advisory Service
offerings and has determined that its present accounting policies are consistent with the guidance contained in EITF 00-21.

2.    Acquisitions

During 2003, the Company consummated three acquisitions of former distributors in Italy, the United Kingdom, and Northern Europe. The Company acquired these
distributors in order to have full ownership control of all operations in Europe, in order to better serve its customers in the region. A description of these transactions follows:

Acquisition of META Group Italy

In June 2003, the Company acquired 100% of META Group Italia S.R.L. ("META Group Italy") for $280,000 in cash. The purchase price has been allocated to the
assets acquired and the liabilities assumed, based on estimated fair values at the date of acquisition. The preliminary allocation resulted in goodwill of $203,000 recorded in the Advisory Services
segment, $60,000 recorded in the Consulting segment and $300,000 related to the customer list of the seller, which is being amortized over 7 years.

F-10

---

Acquisition of META Group UK

In August 2003, the Company acquired 100% of META Group UK Holdings Limited ("META Group UK") for $1.6 million in cash. The purchase price has been
allocated to the assets acquired and the liabilities assumed, based on estimated fair values at the date of acquisition. The preliminary allocation resulted in goodwill of $104,000 recorded in the
Advisory Services segment, $61,000 recorded in the Consulting segment, $4,000 recorded in the Publications segment and $1.3 million related to the customer list of the seller, which is being
amortized over 7 years.

Acquisition of META Group Northern Europe

In September 2003, the Company acquired 100% of META Group Norway A/S, META Group Sweden AB, META Group Finland OY, META Group Denmark A/S, META Group
Belgium SA and META Group Nederland BV (collectively "Northern Europe"). The purchase price consisted of $3.6 million in cash and 175,000 shares of the Company's common stock (valued at
$700,000), as well as forgiveness of $2.6 million in promissory notes and $1.5 million in trade receivables owed to the Company by the Northern European entities. The purchase price has
been allocated to the assets acquired and the liabilities assumed, based on estimated fair values at the date of acquisition. The preliminary allocation resulted in goodwill of approximately
$3.6 million recorded in the Advisory Services segment, $352,000 recorded in the Consulting segment, $117,000 recorded in the Publications segment and $3.9 million related to the
customer lists of the sellers, which are being amortized over 7 years.

The
results of operations of the acquired entities have been included in the Company's statement of operations since the dates of the respective acquisitions. The unaudited pro forma
results of operations for the years ended December 31, 2003 and 2002 have been set forth below as though the Italian, UK, and Northern European acquisitions had occurred as of January 1,
2002 (dollars in thousands except per share amounts):

December 31,2003

2002Revenues

$
129,403

$
126,367Loss before cumulative effect of change in accounting principle

$
(4,839
)
$
(20,531
)Net loss

$
(4,839
)
$
(42,737
)Net loss per share:Loss before cumulative effect of change in accounting principleBasic and Diluted

$
(0.36
)
$
(1.57
)Cumulative effect of change in accounting principleBasic and Diluted




$
(1.70
)Basic and Diluted

$
(0.36
)
$
(3.27
)


2002 Acquisitions

Acquisition of META Group Germany

On December 31, 2001, the Company acquired an additional 44% ownership interest in META Group Germany. The Company had previously acquired a 9% interest in
META Group Germany in 1999 in exchange for the forgiveness of accounts receivable owed to the Company in the amount of

F-11

---

$1 million.
With the acquisition, META Group Germany became a majority-owned subsidiary of the Company. META Group Germany owns the exclusive distribution rights to the Company's products and
services in Spain, Portugal, Switzerland, Germany, Austria, and Central, Southern and Eastern Europe. The consideration for the acquisition was the agreement of the Company to subordinate
approximately $4.0 million of accounts receivable owed to it by META Group Germany to all other debts of META Group Germany. The acquisition was accounted for under the purchase method.
Accordingly, the purchase price was allocated to the assets acquired and the liabilities assumed, based on estimated fair values at the date of acquisition. The allocation resulted in
$2.0 million of goodwill recorded in the Research and Advisory Services Segment, $5.0 million of goodwill in the Strategic Consulting segment, $1.2 million of goodwill in the
Published Research Products segment, and approximately $1.7 million related to the customer list of META Group Germany, which will be amortized over 7 years. The allocation of goodwill
to each segment was based on the respective revenue contribution percentages of the acquired entity to each segment.

During
2002, the Company acquired the remaining 47% of META Group Germany (including the shares held by the stockholders of Stratis Kft.) in exchange for $590,000 in cash, $412,000 in
the form of 267,285 options to purchase the Company's common stock, and approximately $924,000 in notes payable to certain of the former META Group Germany shareholders, payable from
January 2003 through January 2006. The incremental consideration resulted in $300,000 of goodwill recorded in the Research and Advisory Services segment, $700,000 of goodwill in the
Strategic Consulting segment, and $200,000 of goodwill in the Published Research Products segment.

META Group Germany Acquisition of Stratis Kft.

Effective January 1, 2002, META Group Germany acquired a majority interest in the Company's distributor in Hungary, Stratis Kft., for approximately
$327,000 paid in META Group Germany's stock. The purchase price has been allocated to the assets acquired and the liabilities assumed, based on estimated fair values at the date of acquisition. The
consideration resulted in $61,000 of goodwill recorded in the Research and Advisory Services segment, $146,000 of goodwill in the Strategic Consulting segment, and $36,000 of goodwill in the Published
Research Products segment.

Acquisition of Assets of The Verity Group

In March 2002, the Company paid $400,000 of contingent consideration to The Verity Group ("Verity"), an IT consulting company, as additional contingent
consideration earned during the year ended December 31, 2001. The Company acquired certain assets of Verity in 1997 for an initial payment of $1,000 in cash and contingent consideration of up
to $1.1 million in the event certain financial targets were met in each of the four years ended December 31, 2001. The aggregate consideration paid by the Company amounted to
approximately $1 million. There are no future payments remaining under the earnout.

F-12

---



3.    Property and Equipment

Property and equipment consists of the following (in thousands):

December 31,2003

2002Leasehold improvements

$
1,734

$
1,665Computer equipment, software, and peripherals


21,124


19,171Web site development costs


2,865


2,865Furniture and fixtures


1,567


1,40927,290


25,110Less: accumulated depreciation


(21,898
)

(17,386
)$
5,392

$
7,724


Depreciation
expense was $3.5 million, $5.1 million and $5.3 million for 2003, 2002 and 2001, respectively.

4.    Goodwill and Intangible Assets

Effective January 1, 2002, the Company adopted Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets"
("SFAS 142"). Under SFAS 142, goodwill and intangible assets deemed to have indefinite lives will no longer be amortized but will be subject to impairment tests on an annual basis, or
more frequently if certain indicators arise. Other finite lived intangible assets will continue to be amortized over their useful lives. During the quarter ended March 31, 2003, the remaining
useful lives of intangible assets being amortized were reviewed and deemed to be appropriate.

The
goodwill impairment test is a two-step process that requires goodwill to be allocated to the reporting units. In the first step, the fair value of the reporting unit is
compared to the carrying value of the reporting unit. If the fair value of the reporting unit is less than the carrying value of the reporting unit, goodwill impairment may exist, and the second step
of the test is performed. In the second step, the fair value of the goodwill is compared to the carrying value of the goodwill and an impairment loss will be recognized to the extent that the carrying
value of the goodwill exceeds the implied fair value of the goodwill.

The
Company completed the second step of the impairment test as of September 30, 2002. As a result of operating losses in recent history of the Company's Strategic Consulting and
Published Research Products segments and the overall decline in IT spending that began in the second half of 2000 and continued through 2002, the Company determined that the goodwill related to the
Strategic Consulting and Published Research Products segments was impaired. The respective fair values of the segments were determined based on a review of various valuation methods such as the
discounted cash flow methodology, the guideline company methodology and the merger and acquisition methodology. Accordingly, the Company recorded an impairment charge of $22.2 million relating
to the carrying value of the goodwill of these reporting units as of January 1, 2002. The impairment charge was recorded as the cumulative effect of a change in accounting principle and
recorded retroactive to January 1, 2002.

In
accordance with SFAS 142, the Company has selected a date by which the annual impairment test will be performed, such date being September 30. As of September 30,
2002 it was determined that goodwill resulting from the acquisition of an additional interest in META Group AG ("META Group Germany"), and contingent consideration earned by Rubin Systems Inc.
and the Verity Group, was

F-13

---

impaired
as it related to the Strategic Consulting and Published Research Products segments. Accordingly, the Company recorded a $2.6 million charge which was recorded as an impairment loss and
included as an element of operating expenses. The Company performed its annual impairment test in September 2003 which resulted in no goodwill impairment.

A
summary of the Company's intangible assets as of December 31, 2003 and 2002 is as follows (amounts in thousands):

December 31, 2003Gross
Carrying
Amount

Accumulated
Amortization

TotalAmortized intangible assets:Customer lists

$
10,124

$
(2,715
)
$
7,408Intellectual property


648


(334
)

314Non-compete agreement


375


(298
)

77Content databases & other


2,085


(902
)

1,183Total

$
13,232

$
(4,250
)
$
8,982Unamortized intangible assets:Goodwill







$
13,016Aggregate amortization expense:Twelve months ended December 31, 2003:







$
1,481


December 31, 2002Gross
Carrying
Amount

Accumulated
Amortization

TotalAmortized intangible assets:Customer lists

$
4,395

$
(1,750
)
$
2,645Intellectual property


561


(206
)

355Non-compete agreement


375


(202
)

173Content databases & other


2,068


(611
)

1,457Total

$
7,399

$
(2,769
)
$
4,630Unamortized intangible assets:Goodwill







$
7,483Aggregate amortization expense:Twelve months ended December 31, 2002:







$
1,335


F-14

---

As
of December 31, 2003, the estimated amortization expense the Company will incur by year is as follows (in thousands):

Estimated amortization expense:Year ending December 31, 2004

$
2,095Year ending December 31, 2005


1,936Year ending December 31, 2006


1,361Year ending December 31, 2007


1,268Year ending December 31, 2008


953Thereafter


1,369Total

$
8,982


The
changes in the carrying amount of goodwill by reportable segment for years ended December 31, 2002 and 2003 is as follows (in thousands):

Research and
Advisory Services

Strategic
Consulting

Published
Research
Products

TotalBalance as of January 1, 2002

$
6,644

$
17,636

$
3,813

$
28,093Goodwill acquired


839


2,814


573


4,226Impairment losses





(20,450
)

(4,386
)

(24,836
)Balance as of December 31, 2002


7,483








7,483Translation adjustments


984








984Goodwill acquired


3,955


473


121


4,549Balance as of December 31, 2003

$
12,422

$
473

$
121

$
13,016


The
Company ceased recording goodwill amortization effective January 1, 2002. If the Company had ceased recording goodwill as of January 1, 2001, its reported net loss of
$17.6 million would have been
reduced by $0.8 million to $16.8 million, and its reported net loss per share of $1.47 would have been reduced by $.07 to a net loss of $1.40 per share.

5.    Investments and Advances

At December 31, 2003 and 2002, the Company had investments in and advances to companies in parallel or synergistic industries. Such investments and
advances are summarized below (in thousands):

December 31,2003

2002Spikes Cavell

$


$
273Tescom


1,070


1,085META Group Northern Europe





2,563Other


76


76$
1,146

$
3,997


In
2003, the Company received proceeds of $588,000 on the liquidation of Spikes Cavell and recognized a gain of $315,000. Additionally, the Company sold another of its investments to a
third

F-15

---

party
for total proceeds of $300,000 and recognized a gain on the sale of $300,000. The Company completed the acquisition of META Group Northern Europe, which is reported on a fully consolidated basis
as of October 1, 2003.

In
2002, the Company received $2.3 million in cash from the wind-down and dissolution of its investments in certain affiliates. The cash proceeds were recorded as
reductions to the respective carrying values of such investments.

The
Company follows a practice of reviewing its individual investments for impairment on a quarterly basis. This review includes the examination of the estimated market value of each
specific investment using peer group market comparables of public companies. Additionally, the Company reviews the business operations of each company in which it has an investment, its historical
financial results, its projected cash flow, its plans for the future and the likelihood of achieving such plans. Based on such review, a determination is made on a case-by-case
basis as to whether an investment is deemed to be permanently impaired and therefore requires an adjustment to the carrying value. The Company recorded impairment losses of $1.1 million and
$9.2 million for 2002 and 2001, respectively. The losses taken were determined on a specific identification method considering each company's particular facts and circumstances in existence at
that time. The Company will continue to evaluate its investments for impairment every quarter, and based on its review, may record additional impairment losses should the facts and circumstances in
existence at that time merit such an adjustment. There were no impairment losses on investments and advances recorded in 2003.

6.    Bank Debt

As of December 31, 2002, the Company had $6.2 million in borrowings outstanding ($5.2 million term loan and $1 million revolving
credit facility) under its $20 million credit facility (the "Old Facility"). The Company was in breach of covenants contained in the Old Facility, and, as a result, all outstanding borrowings
were classified as a current liability as of December 31, 2002. In January 2003, the Company repaid all amounts outstanding under the Old Facility.

In
March 2003, the lender waived all prior covenant defaults and the Company executed a new $6 million revolving credit agreement (the "Amended Facility") which replaced
the Old Facility. Under the Amended Facility, interest on any outstanding borrowings will be payable at the rate of LIBOR, as determined by the bank, plus 1.5%, or the higher of the Prime Rate or the
Federal Funds Rate plus 0.5%. The Amended Facility is fully collateralized by a $6 million cash deposit reflected as restricted cash as of December 31, 2003. The Amended Facility
contains no financial covenants, and matures in November 2004. As of December 31, 2003, there was $836,000 used under the Amended Facility in the form of standby letters of credit issued
on behalf of one of the Company's independent sales representative organizations and as collateral for a portion of the Company's U.S. premises leases. There were no borrowings outstanding as of
December 31, 2003.

F-16

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7.    Commitments, Contingencies and Guarantees

Lease Commitments:The Company leases office facilities and equipment under non-cancelable operating
leases. Future minimum lease payments relative to these agreements that have initial or remaining noncancelable terms in excess of one year are as follows (in thousands):

Year Ending December 31,2004

$
6,9472005


5,7392006


5,0832007


5,1532008


2,244Thereafter


1,224$
26,390


Total
rent expense was $5.9 million, $6.7 million and $4.7 million for 2003, 2002 and 2001, respectively. Included in rent expense for 2003, 2002 and 2001 were
charges of $1.0 million, $2.2 million and $600,000, respectively, for vacated space and losses on subleases at certain of the Company's domestic and German facilities. The fair value of
the losses was computed based on the aggregate remaining lease obligations of the vacant space reduced by estimated sublease rentals that the Company reasonably expects to obtain for the space.



The Company's purchase agreement for the October 2000 acquisition of the assets of RSI included certain earnout provisions. In the event certain financial
targets are met, additional contingent consideration of $2.7 million payable in cash and $1.4 million payable in the Company's common stock may be paid through March 2007. In the
event the aggregate number of shares issued in satisfaction of contingent consideration exceeds 147,027, the remaining consideration will be payable in cash. RSI is wholly owned by Dr. Howard
Rubin, a director and officer of the Company.



Other than ordinary routine litigation incidental to the Company's business, the Company is not a party, nor is any of its property subject to, any pending legal
proceedings.



See Note 6 for discussion of standby letters of credit.



In September 2000, the Company provided a guarantee in the amount of €62,000 (approximately $78,000) guaranteeing lease payments to the
landlord of one of the Company's former independent sales representative organizations. In January 2002, the landlord called the guarantee. The claim is currently being negotiated with the
landlord. The Company is uncertain as to when this issue will be resolved.

F-17

---

8.    Income Taxes

The components of the Company's income (loss) before provision (benefit) for income taxes, minority interest and cumulative effect of change in accounting
principle is as follows (in thousands):

Year Ended December 31,2003

2002

2001United States

$
3,598

$
(4,257
)
$
(18,633
)Foreign


(7,607
)

(1,888
)

(1,858
)Total

$
(4,009
)
$
(6,145
)
$
(20,491
)


The
provision (benefit) for income taxes is as follows (in thousands):

Year Ended December 31,2003

2002

2001Currentfederal

$
64

$
8

$
253state and other


43


463


18foreign


66


52


173


523


271Deferredfederal





10,371


(2,799
)state





1,814


(353
)foreign





388





12,573


(3,152
)$
173

$
13,096

$
(2,881
)


During
2002 the Company recorded a valuation allowance of $12.2 million on deferred tax assets existing at January 1, 2002. Such amount is reflected in deferred taxes
above.

A
reconciliation of the income tax provision (benefit) from the amount computed using the federal statutory rate is as follows (in thousands):

Year Ended December 31,2003

2002

2001Income tax at statutory rate

$
(1,403
)
$
(2,151
)
$
(7,172
)State and other taxes, net of federal benefit


168


252


(597
)Foreign taxes


77


93


(3
)Impact of valuation allowance


1,221


14,440


4,185Other


110


462


706$
173

$
13,096

$
(2,881
)


F-18

---

The
principal components of the Company's deferred tax assets (liabilities) are as follows (in thousands):

December 31,2003

2002Depreciation and amortization

$
142

$
(133
)Unrealized losses on securities


3,576


5,670Allowance for doubtful accounts


793


1,335Accrued expenses


1,669


1,068Net operating loss carryforwards


11,072


9,397Deferred revenues


233


1,492Other


3,822


1,257Deferred tax asset


21,307


20,086Valuation allowance


(21,307
)

(20,086
)Net deferred tax asset

$


$



During
2003, the Company increased the valuation allowance by $1.2 million on the basis that it is not more than likely that deferred tax assets will be realized. The
$1.2 million increase relates to valuation allowance against U.S. and foreign net operating losses and deferred tax assets.

During
2002, the Company increased the valuation allowance by $15.7 million on the basis that it is not more than likely that deferred tax assets will be realized. Of this amount,
$300,000 relates to the investment impairment charges. The remaining $15.4 million relates to valuation allowances against U.S. and foreign net operating losses and deferred tax assets.

At
December 31, 2003, the Company has net operating loss carryforwards for federal income tax purposes of $17.0 million expiring as follows:

Year Expiring

Amount (In thousands)2012

$
1,2042020


2,9502021


12,4632022


379Total

$
16,996


Additionally,
the Company has foreign net operating loss carryforwards of approximately $12.6 million; $9.4 million of which have no expiration period and the remainder of
$3.2 million expiring in 2006 through 2013.

The
exercise of non-qualified stock options and the disqualifying dispositions of incentive stock options under the Company's stock option plans gives rise to compensation
which is includable in the taxable income of the recipients and deductible by the Company for federal and state income tax purposes. The tax benefit recognized from the utilization of such deductions
increased paid-in capital by $7,000 during 2001. There were no benefits recognized during 2002 or 2003.

F-19

---



9.    Stockholders' Equity



In September 2002 five trusts affiliated with the Company's President and Chief Executive Officer, Alfred J. Amoroso, purchased 125,000 shares of the
Company's common stock. Additionally, two members of the Company's Board of Directors, Michael Simmons and Gayl W. Doster, purchased 20,000 and 10,000 shares of the Company's common stock,
respectively. All of the shares were purchased from META Group Germany for total proceeds of approximately $425,000.

In
June 2001 the Company completed a private placement of its common stock whereby the Company issued 1,726,617 shares of its common stock for $2.78 per share to Dale Kutnick, the
Company's Chairman of the Board of Directors, and additional purchasers affiliated with Francis J. Saldutti, Harry Gruner and George McNamee, each of whom is a member of the Company's Board of
Directors. Total proceeds to the Company were $4.57 million, net of offering costs of approximately $227,000. The Company filed a registration statement with the Securities and Exchange
Commission to register the shares issued (other than those issued to Mr. Kutnick and the purchaser affiliated with Mr. McNamee). Such registration statement was declared effective on
January 26, 2004.



In September 2003, the Company acquired 100% of META Group Norway A/S, META Group Sweden AB, META Group Finland OY, META Group Denmark A/S, META
Belgium SA and, META
Nederland BV (collectively "Northern Europe"). As part of the purchase consideration, the Company issued 175,000 shares of its common stock valued at $700,000.



In November 2003, META Germany sold 10,000 shares of the Company's common stock held as treasury stock to a third party for proceeds of $53,000.



The Company's Amended and Restated 1995 Non-Employee Director Stock Option Plan, Second Amended and Restated 1995 Stock Plan, 1993 Stock Option and
Incentive Plan, Restated and Amended 1989 Stock Option Plan, and Amended and Restated 1996 Equity Compensation Plan of The Sentry Group, Inc. (the "Plans") provide for grants to employees,
directors, and consultants of incentive stock options ("ISOs") and non-qualified stock options ("NQSOs"), for the purchase of up to 350,000, 6,375,000, 2,400,000, 5,400,000, and 359,500
shares of common stock, respectively. All options granted under the plans are at an exercise price of not less than fair market value. The Compensation Committee of the Board of Directors determined
the dates at which options vest and become exercisable. Upon adoption of the Second Amended and Restated 1995 Stock Plan, the 1993 Stock Option and Incentive Plan and the Restated and Amended 1989
Stock Option Plan were terminated, except as to outstanding stock options.

F-20

---

Stock
option activity under the Plans from January 1, 2001 to December 31, 2003 was as follows:

Options

Weighted-Average
Exercise PriceOutstanding January 1, 2001

4,301,869

$
14.57Granted

1,287,012


2.53Exercised

(82,701
)

0.79Canceled

(1,936,314
)

17.01Outstanding December 31, 2001

3,569,866


9.26Granted

2,252,771


2.18Exercised

(1,001
)

2.17Canceled

(656,899
)

8.06Outstanding December 31, 2002

5,164,737


6.32Granted

589,969


4.09Exercised

(160,273
)

2.28Canceled

(513,122
)

7.02Outstanding December 31, 2003

5,081,311


6.12Exercisable:December 31, 2003

2,883,557

$
8.19December 31, 2002

2,151,203

$
10.00December 31, 2001

1,700,368

$
11.25


At
December 31, 2003, 2,120,381 shares were issuable upon the exercise of outstanding NQSOs, and 2,960,930 shares were issuable upon the exercise of outstanding ISOs.

The
following table summarizes information about stock options outstanding at December 31, 2003:

|                |  | Options Outstanding |  | Options Exercisable
|--------------- |  | ------------------- |  | -------------------
|
|$  1.56$  2.05 |  | 1,130,428           |  | 8.16               
|2.10    2.50   |  | 1,170,360           |  | 8.48               
|2.60    6.06   |  | 1,379,777           |  | 8.01               
|6.50  16.58    |  | 1,030,573           |  | 4.11               
|16.67  27.50   |  | 370,173             |  | 5.53               
|                |  |                     |  |                    
|$  1.56$27.50  |  | 5,081,311           |  | 7.18               
|                |  |                     |  |                    

The
weighted average remaining contractual life of options outstanding at December 31, 2003, 2002, and 2001 was 7.18, 7.88, and 7.80 years, respectively.

F-21

---



In September 2001, the Company initiated a voluntary stock option exchange offer for stock options with an exercise price greater than $12 per share to
certain eligible employee option holders. The Company's senior executives and members of the Board of Directors were not eligible to participate in the offer. In October 2001, the offer period
expired and 752,469 stock options were accepted for exchange and cancelled. The Company issued 697,770 options in April 2002 at the fair market value on the date of issuance to those eligible
employees still employed at the date of issuance.



The Purchase Plan was adopted by the Board of Directors and approved by the Company's stockholders on October 2, 1995. The Purchase Plan provides for the
issuance of a maximum of 750,000 shares of common stock to employees at prices equal to 85% of the lesser of the market price of the common stock on the first or last day of the
semi-annual plan period. During the years ended December 31, 2003 and 2002, the Company issued 80,376 and 79,319 shares, respectively, under the Purchase Plan.

10.    Employee 401(k) Savings Plan

The Company has a tax-deferred employee 401(k) savings plan covering substantially all employees. Contributions by the Company are made at the
Company's discretion. No contributions have been made by the Company under this plan.

11.    Related Party Transactions

Private Placements of the Company's Common Stock

In September 2002 five trusts affiliated with the Company's President and Chief Executive Officer, Alfred J. Amoroso, purchased 125,000 shares of the
Company's common stock. Additionally, two members of the Company's Board of Directors, Michael Simmons and Gayl W. Doster, purchased 20,000 and 10,000 shares of the Company's common stock,
respectively. All of the shares were purchased from META Group Germany for total proceeds of approximately $425,000.

In
June 2001 the Company completed a private placement of its common stock whereby the Company issued 1,726,617 shares of its common stock for $2.78 per share to Dale Kutnick, the
Company's Chairman of the Board of Directors, former Chief Executive Officer and former Co-Research Director, and additional purchasers affiliated with Francis J. Saldutti, Harry Gruner
and George McNamee, each of whom is a member of the Company's Board of Directors (the
"Board of Directors"). Total proceeds to the Company were $4.57 million, net of offering costs of approximately $227,000. The Company filed a registration statement with the Securities and
Exchange Commission to register the shares issued (other than those issued to Mr. Kutnick and the purchaser affiliated with Mr. McNamee). Such registration statement was effective on
January 26, 2004.

Rubin Systems, Inc. ("RSI") and Dr. Howard Rubin

In October 1996, the Company entered into an agreement (the "Original Agreement") with RSI, a provider of IT trend tracking, finance analysis and software
engineering measurement consulting. Under the Original Agreement, RSI provided, on an exclusive basis, measurement research and analysis for use in one of the Company's Advisory Services. In
June 1998, the Company and RSI entered into

F-22

---

an
addendum to the Original Agreement whereby the Company distributed for RSI certain published research products, primarily theWorldwide Benchmark Report(a publication presenting facts and trend-line
data concerning IT performance and productivity, budgets and spending, emerging technologies, and business
requirements compiled from a worldwide sample of IT organizations).

In
October 2000, the Company completed the acquisition of substantially all the assets of RSI for an initial payment of $750,000 in cash, $375,000 in common stock (36,874 shares),
and the assumption of certain liabilities. During 2002, the Company paid $569,000 in cash and $369,000 in the form of 202,499 shares of the Company's common stock as contingent consideration in
connection with the achievement of certain financial targets by RSI and $500,000 in additional consideration in connection with the fair value of options to purchase the Company's common stock granted
to Dr. Howard Rubin. During 2001 RSI earned contingent payments of $1.3 million, consisting of $250,000 paid in common stock (57,084 shares) and the remainder paid in cash. In the event
certain financial targets are met, additional contingent consideration of $2.7 million payable in cash and $1.4 million payable in the Company's common stock may be paid through
March 2007. In the event the aggregate number of shares issued in satisfaction of contingent consideration exceeds 147,027, the remaining consideration will be payable in cash. RSI is
wholly-owned by Dr. Howard Rubin, a director and officer of the Company.

Pursuant
to the terms of Dr. Rubin's employment and management agreement, as amended, the Company remains obligated to pay a royalty to Dr. Rubin on certain products and
services sold by the Company. The Company recognized $3.6 million, $2.5 million, and $4.3 million in revenues from the sale of RSI derivative products during the years ended
December 31, 2003, 2002 and 2001, respectively. In exchange for the content provided by Dr. Rubin and RSI, the Company incurred $703,000, $763,000, and $958,000 in royalty and commission
expenses to Dr. Rubin and RSI during 2003, 2002 and 2001, respectively.

First Albany Corporation

In March 1995, the Company entered into an exclusive strategic alliance agreement with First Albany Corporation ("First Albany"), a financial services
firm. The agreement provides for the distribution of the Company's written research and analysis. This agreement is annually renewable by First Albany, subject to attainment of specified minimum
revenue targets. The Company recognized $1.8 million, $1.3 million and $1 million in revenues from this arrangement during 2003, 2002 and 2001 respectively. Accounts receivable
from First Albany were $493,000 and $342,000 as of December 31, 2003 and 2002, respectively. A director of the Company is also Chairman of First Albany Companies, Inc., the holding
company of First Albany Corporation, and the Chairman of the Company is also a director of First Albany Companies, Inc. On February 20, 2004, First Albany gave notice to the Company that
it was terminating the agreement effective August 20, 2004.

12.    Segment Reporting

The Company's chief operating decision-making group is comprised of the President and Chief Executive Officer and certain other executive officers. The Company's
operating segments are managed separately, as each operating segment represents a strategic business unit that offers distinct products/services. The Company's operating segments consist of Advisory
Services, Strategic Consulting, and Published Research Products. Advisory Services provide comprehensive coverage of virtually all relevant IT and business-related issues faced by its clients through
client/analyst interaction and published

F-23

---

conclusions
and recommendations to each client's specific IT requirements. Strategic Consulting provides custom consulting services tailored to meet individual client requirements. Published Research
Products offer various topic-specific reports designed to serve both as complements to the Company's core services and as standalone deliverables that meet specific assessment requirements.

The
accounting policies of the operating segments are the same as those described in Note 1 except that the disaggregated financial results for the Company's operating segments
have been prepared using a management approach, which is consistent with the basis and manner in which the Company's management internally disaggregates financial information for the purposes of
assistance in making internal operating decisions. The Company evaluates performance based on standalone segment operating income, defined by the Company as the segment revenues less segment cost of
sales and corporate selling, general and administrative allocations. Selling, general and administrative expenses are allocated ratably based on each operating segments' revenues. Management does not
allocate corporate assets, non-operating income, or income taxes when measuring segment results.

The
Company earns revenue from clients in many countries. In 2003, other than the United States and Germany, there was no individual country in which revenues from external clients
represent 10% or more of the Company's consolidated revenues. In 2002 and 2001, other than the United States, there was no individual country in which revenues from external clients represented 10% or
more of the Company's consolidated revenues. Additionally, no single client accounted for 10% or more of total revenue in the years 2003, 2002 and 2001, and the loss of a single client, in
management's opinion, would not have a material adverse effect on revenues.

Information
by operating segment is set forth below (in thousands):

|                             |  | Advisory
Services |        | Strategic
Consulting |   | Published
Research
Products |   | Unallocated |        | Consolidated
Total |  
|---------------------------- |  | ----------------- | ------ | -------------------- | - | --------------------------- | - | ----------- | ------ | ------------------ | -
|Year Ended December 31, 2003 |  |                   |        |                      |   |                             |   |             |        |                    |  
|Revenues                     |  | $                 | 78,257 |                      | $ | 35,747                      |   | $           | 5,980  |                    | $
|Depreciation & amortization  |  |                   | (3,254 | )                    |   | (1,486                      | ) |             | (249   | )                  |  
|Operating income (loss)      |  |                   | 7,162  |                      |   | (13,050                     | ) |             | 1,095  |                    |  
|Assets                       |  |                   |       |                      |   |                            |   |             |       |                    |  
|Year Ended December 31, 2002 |  |                   |        |                      |   |                             |   |             |        |                    |  
|Revenues                     |  | $                 | 77,113 |                      | $ | 32,009                      |   | $           | 4,940  |                    | $
|Depreciation & amortization  |  |                   | (4,208 | )                    |   | (1,759                      | ) |             | (314   | )                  |  
|Operating income (loss)      |  |                   | 5,651  |                      |   | (8,669                      | ) |             | (1,908 | )                  |  
|Assets                       |  |                   |       |                      |   |                            |   |             |       |                    |  
|Year Ended December 31, 2001 |  |                   |        |                      |   |                             |   |             |        |                    |  
|Revenues                     |  | $                 | 85,483 |                      | $ | 26,863                      |   | $           | 5,431  |                    | $
|Depreciation & amortization  |  |                   | (4,702 | )                    |   | (2,081                      | ) |             | (925   | )                  |  
|Operating loss               |  |                   | (8,146 | )                    |   | (2,289                      | ) |             | (2,945 | )                  |  
|Assets                       |  |                   |       |                      |   |                            |   |             |       |                    |  

The
Company sells its products in the United States, and internationally through its subsidiaries in Canada, the Asia Pacific region and Europe. The Company also utilizes a network of
independent sales

F-24

---

representative
organizations located in Africa, the Middle East, Japan and South America to distribute its products.

Information
by geographic region is set forth below (in thousands):

|                             |  | Americas |         | Asia-Pacific |   | Europe,
Middle East,
Africa |   | Consolidated
Total |       
|---------------------------- |  | -------- | ------- | ------------ | - | --------------------------- | - | ------------------ | ------
|Year Ended December 31, 2003 |  |          |         |              |   |                             |   |                    |       
|Revenues                     |  | $        | 91,176  |              | $ | 5,829                       |   | $                  | 25,480
|Operating income (loss)      |  |          | 2,230   |              |   | (2,120                      | ) |                    | (4,903
|Long-lived assets            |  |          | 7,605   |              |   | 2,092                       |   |                    | 19,183
|Year Ended December 31, 2002 |  |          |         |              |   |                             |   |                    |       
|Revenues                     |  | $        | 95,063  |              | $ | 4,849                       |   | $                  | 16,621
|Operating income (loss)      |  |          | (2,299  | )            |   | 147                         |   |                    | (2,774
|Long-lived assets            |  |          | 12,678  |              |   | 1,856                       |   |                    | 9,621 
|Year Ended December 31, 2001 |  |          |         |              |   |                             |   |                    |       
|Revenues                     |  | $        | 116,330 |              | $ | 3,013                       |   | $                  | 637   
|Operating income (loss)      |  |          | (13,039 | )            |   | (234                        | ) |                    | (116  
|Long-lived assets            |  |          | 42,150  |              |   | 1,838                       |   |                    | 10,567

13.    Selected Quarterly Financial Data (Unaudited)

The following table sets forth certain key interim financial information for the years ended December 31, 2003 and 2002.

|                                                     |  | First
Quarter |        | Second
Quarter |   | Third
Quarter |   | Fourth
Quarter |       
|---------------------------------------------------- |  | ------------- | ------ | -------------- | - | ------------- | - | -------------- | ------
|
|2003:                                                |  |               |        |                |   |               |   |                |       
|Total revenues                                       |  | $             | 28,173 |                | $ | 30,057        |   | $              | 29,394
|Gross profit                                         |  | $             | 13,424 |                | $ | 13,743        |   | $              | 12,892
|Net income (loss)                                    |  | $             | 111    |                | $ | (1,517        | ) | $              | (1,930
|Net income (loss) per basic and diluted common share |  | $             | 0.01   |                | $ | (0.11         | ) | $              | (0.14 

F-25

---

|                                                                                                            |  | First
Quarter(1) |         | Second
Quarter |   | Third
Quarter(2) |  | Fourth
Quarter
|----------------------------------------------------------------------------------------------------------- |  | ---------------- | ------- | -------------- | - | ---------------- |  | --------------
|
|2002:                                                                                                       |  |                  |         |                |   |                  |  |               
|Total revenues                                                                                              |  | $                | 28,900  |                | $ | 30,723           |  | $             
|Gross profit                                                                                                |  | $                | 13,413  |                | $ | 15,239           |  | $             
|Income (loss) before cumulative effect of change in accounting principle                                    |  | $                | (1,353  | )              | $ | 169              |  | $             
|Cumulative effect of change in accounting principle(1)                                                      |  | $                | (22,206 | )              |   |                 |  |               
|                                                                                                            |  |                  |         |                |   |                  |  |               
|Net income (loss)                                                                                           |  | $                | (23,559 | )              | $ | 169              |  | $             
|                                                                                                            |  |                  |         |                |   |                  |  |               
|Income (loss) before cumulative effect of change in accounting principle per basic and diluted common share |  | $                | (0.11   | )              | $ | 0.01             |  | $             
|                                                                                                            |  |                  |         |                |   |                  |  |               
|Net income (loss) per basic and diluted common share                                                        |  | $                | (1.84   | )              | $ | 0.01             |  | $             
|                                                                                                            |  |                  |         |                |   |                  |  |               

The
total of quarterly earnings per share may not equal the annual amount, as earnings per share is calculated independently for each quarter.

14.    Restructuring Charges

During 2003, 2002, and 2001, the Company recorded restructuring charges totaling $1,642,000, $362,000 and $359,000, respectively. These charges were associated
with workforce reductions, which totaled 41 employees in 2003, 53 employees in 2002 and 100 employees in 2001 (from both domestic and foreign locations). Each year's reduction represented in excess of
5% of the Company's total workforce at the time. These workforce reduction plans were initiated in order to lower costs due to the reduced levels of IT spending by the Company's customers. The
liabilities incurred in the 2002 and 2001 restructuring actions were paid in the respective quarters that the effected employees were notified. With respect to the 2003 workforce reductions,
$1,196,000 was unpaid as of December 31, 2003 and is expected to be paid in 2004.

F-26

---



SCHEDULE II

META GROUP, INC.    VALUATION AND QUALIFYING ACCOUNTS    (In thousands)

|                              |                                            |  |   | Additions |  |   |        |  
|----------------------------- | ------------------------------------------ |  | - | --------- |  | - | ------ | -
|
|Year Ended December 31, 2003: |                                            |  |   |           |  |   |        |  
|                              | Allowance for doubtful accounts            |  | $ | 2,313     |  | $ | (600   | )
|                              | Valuation allowance for deferred tax asset |  | $ | 20,086    |  | $ | 1,221  |  
|Year Ended December 31, 2002: |                                            |  |   |           |  |   |        |  
|                              | Allowance for doubtful accounts            |  | $ | 2,446     |  | $ | 940    |  
|                              | Valuation allowance for deferred tax asset |  | $ | 4,388     |  | $ | 15,698 |  
|Year ended December 31, 2001: |                                            |  |   |           |  |   |        |  
|                              | Allowance for doubtful accounts            |  | $ | 4,031     |  | $ | 6,430  |  
|                              | Valuation allowance for deferred tax asset |  | $ | 203       |  | $ | 4,185  |  

S-1

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