UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


(X)      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
           OF THE SECURITIES EXCHANGE ACT OF 1934
                For the Quarterly period ended June 30, 1999

                                      OR

 ( )     TRANSITION  REPORT  PURSUANT  TO SECTION 13 OR 15(d)
          OF THE  SECURITIES EXCHANGE ACT OF 1934.
               For the Transition period from ______ to ______


                      Commission File Number 0-27280

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


            Delaware                                 06-0971675
    ------------------------------          --------------------------------
   (State or other jurisdiction of          (IRS Employer Identification No.)
   incorporation or organization)

                208 Harbor Drive, Stamford, Connecticut 06912-0061
               --------------------------------------------------
           (Address of principal executive offices,  including Zip  Code)


                              (203) 973-6700
                              --------------
             (Registrant's telephone number, including area code)

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

         Yes  (X)                      No ( )

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock,  as of the latest  practicable  date:  The number of shares of the
issuer's  Common Stock,  $.01 par value per share,  outstanding  as of August 9,
1999 was 10,093,720.

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

                            Total Number of Pages:  22
                           Exhibit Index is on Page 21

<PAGE>

                                META Group, Inc.


                                      INDEX
                                      -----
                                                                           Page
                                                                           ----

Part I          FINANCIAL INFORMATION

       Item 1.  Financial Statements

                Consolidated Balance Sheets:
                   June 30, 1999 (unaudited) and December 31, 1998            3

                Consolidated Statements of Income (unaudited):
                   Three and six months ended June 30, 1999 and 1998          4

                Consolidated Statements of Cash Flows (unaudited):
                   Six months ended June 30, 1999 and 1998                    5

                Notes to Consolidated Financial Statements                    6

       Item 2.  Management's Discussion and Analysis of Financial Condition
                   and Results of Operations                                  9

       Item 3.  Quantitative and Qualitative Disclosures About Market Risk   18


Part II         OTHER INFORMATION

       Item 1.  Legal Proceedings                                            18

       Item 4.  Submission of Matters to a Vote of Security Holders          18

       Item 6.  Exhibits and Reports on Form 8-K                             19

Signature                                                                    20



<PAGE>

<TABLE>

PART I - FINANCIAL INFORMATION

         Item 1.  Financial Statements


                                META Group, Inc.

                           CONSOLIDATED BALANCE SHEETS
                                 (in thousands)
<CAPTION>

                                                       June 30,    December 31,
Assets                                                     1999            1998
                                                      -----------   -----------
<S>                                                   <C>             <C>

Current assets:                                       (unaudited)
  Cash and cash equivalents                             $  2,583       $  9,945
  Marketable securities                                    7,187         21,031
  Accounts receivable, net                                34,377         35,306
  Deferred commissions                                     1,950          1,436
  Deferred tax asset                                       2,679          3,808
  Other current assets                                     4,873          2,894
                                                        --------       --------
          Total current assets                            53,649         74,420

Marketable securities                                     11,408         15,850
Furniture and equipment, net                               6,491          4,553
Deferred tax asset                                           256            792
Goodwill, net                                              5,630          5,528
Other assets                                              13,969         11,044
                                                         --------      ---------
          Total assets                                  $ 91,403       $112,187
                                                        ========       ========

Liabilities and Stockholders' Equity
  Current liabilities:
    Accounts payable                                    $    147      $   1,432
    Deferred revenues                                     34,259         31,276
    Accrued compensation                                   1,308          5,314
    Other current liabilities                              1,405          1,475
                                                        --------      ---------
          Total current liabilities                       37,119         39,497
                                                        --------      ----------

Stockholders' equity:
  Preferred stock                                             --            --
  Common stock                                                107           123
  Paid-in capital                                          37,044        58,443
  Retained earnings                                       17,800         14,444
  Accumulated other comprehensive loss                      (347)            --
  Treasury stock, at cost                                   (320)          (320)
                                                         --------     ---------
          Total stockholders' equity                       54,284        72,690
                                                         --------     ---------

          Total liabilities and stockholders' equity     $91,403       $112,187
                                                         =======       ========



              See notes to consolidated  financial statements.
</TABLE>

<PAGE>

<TABLE>


                                META Group, Inc.

                        CONSOLIDATED STATEMENTS OF INCOME
                      (in thousands, except per share data)
                                   (unaudited)

<CAPTION>

                                                  For the three months ended             For the six months ended
                                                           June 30,                             June 30,
--------------------------------------------------------------------------------------------------------------------

                                                       1999          1998                    1999           1998
                                                 ----------     ----------              ----------     ----------
<S>                                               <C>            <C>                    <C>             <C>

Revenues:
  Continuous Advisory Services                     $16,848        $13,805                 $32,656        $26,984
  Project Consulting                                 5,251          1,705                   8,121          2,781
  Published Research                                 2,012            950                   3,439          1,837
                                                 ---------      ---------              ----------      ---------

      Total revenues                                24,111         16,460                  44,216         31,602
                                                 ---------      ---------              ----------      ---------

Operating expenses:
  Cost of services and fulfillment                  12,883          7,857                  24,169         15,395
  Selling and marketing                              5,806          4,050                  10,788          7,496
  General and administrative                         2,080          1,437                   3,873          2,957
  Depreciation and amortization                        659            453                   1,252            900
                                                 ---------      ---------               ---------      ---------

      Total operating expenses                      21,428         13,797                  40,082         26,748
                                                 ---------      ---------               ---------      ----------

Operating income                                     2,683          2,663                   4,134          4,854

Other income, primarily interest                       791            677                   1,563          1,282
                                                 ---------      ---------               ---------      ---------

Income before provision for income taxes             3,474          3,340                   5,697          6,136

Provision for income taxes                           1,426          1,373                   2,340          2,521
                                                 ---------      ---------               ---------      ---------

Net income                                          $2,048        $ 1,967                  $3,357        $ 3,615
                                                 =========      =========               =========      =========

Net income per diluted common share                 $  .18         $  .16                 $   .28       $   .29
                                                 =========      =========               =========      =========

Weighted average number of diluted common
shares outstanding                                  11,317         12,570                  12,136         12,444
                                                 =========      =========               =========      =========

Net income per basic common share                    $ .19          $ .17                   $ .30         $ .32
                                                 =========      =========               =========      =========

Weighted average number of basic common
shares outstanding                                  10,851         11,261                  11,338        11,212
                                                 =========      =========               =========      =========


                        See notes to consolidated financial statements.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                           META Group, Inc.

                               CONSOLIDATED STATEMENTS OF CASH FLOWS
                                          (in thousands)
                                           (unaudited)




                                                                                           For the six months ended
                                                                                                  June 30,
------------------------------------------------------------------------------------------------------------------------
                                                                                            1999               1998
                                                                                         -------           --------
<S>                                                                                      <C>                <C>
Operating activities:
Net income                                                                                $3,357             $3,615
Adjustments  to  reconcile   net  income  to  net  cash  provided  by  operating
      activities:
  Depreciation and amortization                                                            1,252                900
  Deferred income taxes                                                                    1,906              2,375
  Changes in assets and liabilities:
    Accounts receivable                                                                      929              3,740
    Other current assets                                                                  (2,246)            (1,070)
    Other assets                                                                            (668)              (587)
    Accounts payable                                                                      (1,313)              (953)
    Accrued expenses and other current liabilities                                        (4,076)            (1,806)
    Deferred revenues                                                                      2,983             (1,210)
                                                                                        --------            -------
 Net cash provided by operating activities                                                 2,124              5,004
                                                                                        --------            -------

Investing activities:
   Capital expenditures                                                                   (3,074)            (1,413)
   Proceeds from sales/maturities of (investments in) marketable securities - net         17,437             (5,894)
   Investments and advances                                                               (2,435)              (569)
                                                                                        --------            -------
Net cash used in (provided by) investing activities                                       11,928             (7,876)
                                                                                        --------           ---------

Financing activities:
   Proceeds from exercise of stock options                                                    986               788
   Proceeds from employee stock purchase plan                                                 351               168
   Reacquisition of shares                                                               (22,485)                 -
   Reacquisition of shares - current stockholder                                            (266)                 -
                                                                                        ---------          --------

Net cash (used in) provided by financing activities                                      (21,414)               956
                                                                                        ---------           -------

Net decrease in cash and cash equivalents                                                 (7,362)            (1,916)
Cash and cash equivalents, beginning of period                                             9,945             12,910
                                                                                        ========            =======
Cash and cash equivalents, end of period                                                $  2,583            $10,994
                                                                                        ========            =======



                                 See notes to consolidated financial statements.

</TABLE>

<PAGE>


                              META Group, Inc.


                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1 - Interim Financial Statements
-------------------------------------

     The accompanying  unaudited interim financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial  information  and  pursuant  to  the  rules  and  regulations  of  the
Securities  and Exchange  Commission  for  reporting on Form 10-Q.  Accordingly,
certain  information and footnote  disclosures  required for complete  financial
statements  are not included  herein.  It is  recommended  that these  financial
statements  be read in  conjunction  with the financial  statements  and related
notes of META Group,  Inc. (the  "Company") as reported on the Company's  Annual
Report on Form 10-K for the year ended  December  31,  1998.  In the  opinion of
management,   all  adjustments  (consisting  of  normal  recurring  adjustments)
considered  necessary for a fair presentation of financial position,  results of
operations  and cash flows at the dates and for the periods  presented have been
included.  Results for interim periods are not necessarily indicative of results
for the entire year.


Note 2 - Income Taxes
---------------------

     During the quarter and six months ended June 30, 1999, the Company recorded
a tax  provision of $1.4 million and $2.3 million,  respectively,  reflecting an
effective  tax rate of 41%.  The  total  deferred  tax asset  decreased  to $2.9
million at June 30, 1999 from $4.6  million at December  31, 1998 as the Company
utilized its net operating loss  carryforwards to offset taxable income. For the
six months ended June 30, 1999,  the Company paid  $275,200 for state income tax
liabilities, and $320,000 for federal alternative minimum tax liabilities.


Note 3 - Marketable Securities
------------------------------

     During  the  six  months  ended  June  30,  1999,   the  Company   utilized
approximately   $17.9  million  (including  interest  earned  in  1999)  of  its
marketable  securities  to  finance  its  stock  repurchase  plan.  Of the $17.9
million,  $1.9 million came from proceeds of securities called by the issuer, $7
million from proceeds of securities that matured,  and the remaining proceeds of
$9 million were from securities sold.  There were no gains or losses  recognized
on the sale of the  investments  during the three and six months  ended June 30,
1999 as the sale prices approximated the carrying values at the dates of sale.

     Of the $18.6  million of  marketable  securities  on hand at June 30, 1999,
approximately $11.4 million represents  long-term securities with maturity dates
ranging from 8 to 15 years. The Company's  internal  investment  policy dictates
that a greater  proportion of the securities  held at any time have more current
maturities;  consequently,  it is no longer the Company's intention to hold such
securities  to  maturity.  The  Company  reclassified  its entire  portfolio  of
marketable  securities from  held-to-maturity to  available-for-sale at June 30,
1999.  Accordingly,  such  securities  were  marked-to-market,  resulting  in an
unrealized  loss of  $347,000,  net of  $241,000  of income  tax  benefits.  The
unrealized  loss  is  reflected  as  accumulated  other  comprehensive  loss  in
Stockholders'  Equity  and has no  effect  on net  income  for the three and six
months ended June 30, 1999.


Note 4 - Comprehensive Income
-----------------------------

         Total comprehensive  income for the three and six months ended June 30,
1999 and 1998 was as follows:
<TABLE>
<CAPTION>

                                                  Three months ended June 30,             Six months ended June 30,
                                                    1999                1998                1999                1998
<S>                                             <C>                  <C>                 <C>                <C>

Net Income                                        $2,048              $1,967              $3,357              $3,615
Other comprehensive income, net of tax:
Unrealized loss on marketable securities            (347)                -                  (347)               -
                                              -----------        -----------        ------------         -----------

Comprehensive Income                              $1,701              $1,967              $3,010              $3,615
                                              ==========         ===========        ============         ===========

</TABLE>


Note 5 - Segment Reporting

         The Company operates in three business  segments:  Continuous  Advisory
Services,  Project Consulting and Published Research.  The Company's  reportable
segments are separately  managed  strategic  business  segments.  Each operating
segment  offers   different   products/services,   and  is  sold  via  various
distribution  channels.  In 1998,  the Company  adopted  Statement  of Financial
Accounting  Standards No. 131,  "Disclosures about Segments of an Enterprise and
Related  Information,"  ("SFAS  131.")  Effective  January 1, 1999,  the Company
changed the way it reports revenues on its Consolidated  Statements of Income to
be  consistent  with the  direction of SFAS 131.  Consequently,  the Company now
reports  separately  the  revenues  earned  from  each  of its  three  operating
segments,  which is consistent  with the way the Company manages its operations.
Previously, the Company reported revenues from two sources:  Continuous Services
and Other,  principally consulting and publications.  The revenues for the three
and six months ended June 30, 1998 have been reclassified to conform to the 1999
presentation.  SFAS 131  requires  the  Company  to  disclose  selected  segment
information on an interim basis consistent with the way management  operates its
business.  Revenue and  operating  income  information  for the three  operating
segments is set forth below:

<TABLE>
<CAPTION>
                                                Continuous
                                             Advisory Services       Project       Published Research    Consolidated
                                                                   Consulting                                Total
Three months ended June 30, 1999
<S>                                              <C>                <C>                 <C>                <C>

Revenues                                          $16,848            $5,251              $2,012             $24,111
Operating Income                                    1,773             1,176                (266)              2,683

Three months ended June 30, 1998

Revenues                                          $13,805            $1,705                $950              $16,460
Operating Income                                    1,959               864                (160)               2,663

Six months Ended June 30, 1999

Revenues                                          $32,656            $8,121              $3,439             $44,216
Operating Income                                    4,300               385                (551)              4,134

Six Months Ended June 30, 1998

Revenues                                          $26,984            $2,781              $1,837             $31,602
Operating Income                                    4,370               641                (157)              4,854


</TABLE>

Note 6 - Stock Repurchases
--------------------------

         On  April  14,  1999,  the  Company's  Board of  Directors  unanimously
authorized the repurchase of up to 1.2 million shares of its common stock in the
open  market  and in  privately  negotiated  transactions  from  time  to  time,
depending on market  conditions and other  factors.  On May 3, 1999, the Company
announced  the  expansion  of the  repurchase  program to a total of 2.4 million
shares. During the period April 19, 1999 to June 15, 1999, 1,989,993 shares were
repurchased at an average price of $11.28 per share. All shares repurchased have
been retired to the status of authorized but unissued.

         Additionally, in April 1999, the Company repurchased 2,389 shares of
its common stock and warrants to purchase  2,449 shares of its common stock from
a minoirity stockholder pursuant to the terms of a Settlement  Agreement,  dated
October 31, 1995, between the stockholder and Sentry. Such repurchase obligation
was assumed by the Company upon the  aquisition of Sentry in October  1998.  The
fair market value of the  repurchased  securities and all associated  costs were
recovered from a purchase  consideration escrow established for the satisfaction
of  indemnification  claims  pursuant to the terms of the  Agreement and Plan of
Merger between  Sentry and the Company.  Such recovery by the Company was in the
form of a release of 15,264 shares of the Company's common stock from the Sentry
purchase  consideration  escrow.  Such released shares,  and the  aforementioned
repurchased shares, were retired to the status of authorized but unissued

<PAGE>


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

The   discussion   and  analysis   below   contains  trend  analysis  and  other
forward-looking  statements.  Actual results could differ  materially from those
projected in the forward-looking  statements as a result of the risk factors set
forth below under  "Certain  Factors That May Affect Future  Results" and in the
Company's other filings with the Securities and Exchange Commission, principally
the Company's Annual Report on Form 10-K for the year ended December 31, 1998.

Overview

         META Group,  Inc.  ("META Group"),  together with its  subsidiary,  The
Sentry Group, Inc. ("Sentry" and collectively, the "Company"), is an independent
market  assessment  company  providing  research and  analysis of  developments,
trends and organizational  issues relating to the computer  hardware,  software,
communications, and related information technology ("IT") industries to IT users
and vendors. IT user organizations  utilize META Group'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 META Group's services
for help in product positioning,  marketing and market planning,  as well as for
internal IT decision making.

         The Company has three operating business segments:  Continuous Advisory
Services,  Project Consulting and Published  Research.  The Continuous  Advisory
Services segment provides annually  renewable  subscription  services focused on
specific areas of IT, IT issues related to a specific  vertical  market,  or the
specific  needs of those  within the IT  organization.  The  Project  Consulting
segment provides strategic  consulting  engagements  servicing clients' business
and technology  issues.  The Published  Research segment  provides  publications
offering in-depth analysis of single business or IT issues.

         Continuous Advisory Services  subscriptions  constituted  approximately
70% and 84% of the Company's total revenues for the quarters ended June 30, 1999
and  1998,  respectively.  Billings  attributable  to the  Company's  Continuous
Advisory  Services  are  initially   recorded  as  deferred  revenues  and  then
recognized pro rata over the contract term.

         Continuous  Advisory  Services  revenues  attributable to international
clients  are  billed  and  collected  by  the  Company's   international   sales
representative   organizations.   The  Company   realizes   revenues   from  the
international  sales  representative  organizations  at  rates  of 40% to 60% of
amounts billed to those clients.

         One measure of the volume of the Company's  business is its  annualized
"Contract Value," which the Company calculates as the aggregate annualized value
of renewable  revenues  recognized from all contracts in effect at a given point
in time,  without  regard to the  remaining  duration of such  contracts.  While
Contract Value is not necessarily indicative of future revenues,  Contract Value
has grown,  sequentially and  year-over-year,  every quarter since the Company's
inception  and  increased 28% to $75.4 million at June 30, 1999 from $59 million
at June 30, 1998. At June 30, 1999,  the Company had 4,400  Continuous  Services
subscribers in approximately 1,900 client organizations  worldwide,  as compared
to 3,700 subscribers in 1,600 organizations at June 30, 1998.

         The  Company's  operating  expenses  consist  of cost of  services  and
fulfillment,  selling and  marketing  expenses  and  general and  administrative
expenses.  Cost of services and fulfillment represents the costs associated with
production and delivery of the Company's  products and services and includes the
costs of research,  development  and  preparation of periodic  reports,  analyst
telephone  consultations,  executive  briefings and  conferences,  publications,
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 such  personnel,  travel and  promotion.
General  and  administrative  expenses  include  the  costs of the  finance  and
accounting  departments,   legal,  human  resources,   corporate  IT  and  other
administrative functions of the Company.



THREE MONTHS ENDED JUNE 30, 1999 AND 1998

REVENUES Total revenues increased 46% to $24.1 million in the quarter ended June
30, 1999 from $16.5 million in the quarter ended June 30, 1998.

Revenues from  Continuous  Advisory  Services,  which generally are derived from
annually renewable  contracts,  payable by clients in advance,  increased 22% to
$16.8  million  in the  quarter  ended June 30,  1999 from $13.8  million in the
quarter ended June 30, 1998. The increase in revenues from  Continuous  Advisory
Services was due to growing  international  market  acceptance  of the Company's
Continuous  Advisory  Services,  continued  expansion of the Company's  domestic
sales force  resulting in an increased  client  subscriber  base, an increase in
analyst briefings to existing  clients,  and increasing market acceptance of the
Company's INfusion products.  Continuous Advisory Services revenues attributable
to international  clients  increased 49% in the quarter ended June 30, 1999 from
the quarter  ended June 30, 1998,  and  increased as a percentage  of Continuous
Advisory Services revenue to 18% from 15%. Such increase in Continuous  Advisory
Services revenue  attributable to  international  clients was due principally to
increased demand for the Company's Continuous Advisory Services and an increased
demand  for  the  Company's  PEMS  service.  The  Company  currently  has  sales
representation in 31 countries.

The Company increased  Contract Value 28% to $75.4 million at June 30, 1999 from
$59 million at June 30, 1998. The Company grew its subscriber client base 19% to
4,400 Continuous Service clients at June 30, 1999 from 3,700 clients at June 30,
1998.

Project Consulting revenues,  which result from strategic consulting engagements
servicing  clients'  business  and  technology  issues,  increased  208% to $5.3
million in the  quarter  ended June 30,  1999 from $1.7  million in the  quarter
ended June 30, 1998, and increased as a percentage of total revenues to 22% from
10%. The significant increase was primarily due to incremental revenues from the
acquisition  of Sentry in  October 1998 as well as a shift in client  demand
from Continuous Advisory Services towards more focused consulting services.  The
Company's Project  Consulting  clients typically consist of Continuous  Advisory
Services  clients  seeking  additional  advice  tailored to their  individual IT
requirements.

Published Research revenues, which result from the sale of publications offering
in-depth analysis of single business or IT issues,  increased 112% to $2 million
in the quarter  ended June 30, 1999 from  $950,000 in the quarter ended June 30,
1998,  and  increased  as a  percentage  of total  revenues  to 8% from 6%.  The
increase was primarily due to an increase in sales of  publications  distributed
under the Company's  agreements with CXP International,  S.A. and Rubin Systems,
Inc. (a corporation  wholly-owned  by a director of the Company,  Howard Rubin),
and increased revenues from the launch of new publications in 1999.

The Company currently expects Project Consulting and Published Research revenues
to continue to grow at a faster rate than  Continuous  Advisory  Services due to
the Sentry acquisition, and as a result of a shift in business demand by clients
<PAGE>

from  Continuous  Advisory  Services  towards  more  focused,   client  specific
services.

Cost of Services and Fulfillment Cost of services and fulfillment  increased 64%
to $12.9  million in the quarter  ended June 30,  1999 from $7.9  million in the
quarter ended June 30, 1998 due to the Sentry acquisition and increased staffing
costs for analyst, consultant and fulfillment positions necessary to support the
Company's growth both domestically and  internationally.  The principal areas of
cost increases were compensation,  and to a lesser extent, travel. Additionally,
royalty  payments  to third  parties  with  whom the  Company  has  distribution
agreements increased as a result of increased sales of the underlying services.

Cost of services and fulfillment  increased as a percentage of total revenues to
53% from 48% in the quarter ended June 30, 1998 due to the  continued  hiring of
analysts and consultants.  While the Company anticipates continuing increases in
the costs of  services  and  fulfillment,  it expects  that such  expenses  will
decrease slightly as a percentage of total revenues during 1999.

Selling and Marketing  Expenses Selling and marketing  expenses increased 43% to
$5.8 million in the quarter ended June 30, 1999 from $4.1 million in the quarter
ended June 30, 1998 and decreased as a percentage of total  revenues to 24% from
25%.  The increase in Selling and  Marketing  expenses  was  principally  due to
increased  compensation  and  travel  expenses  associated  with  expanding  the
Company's  domestic  Direct Sales force to support the  increasing  scope of its
product offerings. In addition, the Company incurred greater marketing expenses,
both domestically and  internationally,  in connection with the Company's
revenue growth. The Company continued the expansion of its Inside Sales channel,
which  is a team of  sales  professionals  that  sell  the  Company's  published
research by telephone. While the Company anticipates continuing increases in the
amount of selling and marketing  expenses,  it expects that such expenses,  as a
percentage of total revenues, will decrease slightly during 1999.

General  and  Administrative   Expenses  General  and  administrative   expenses
increased  45% to $2.1  million in the  quarter  ended  June 30,  1999 from $1.4
million  in the  quarter  ended  June  30,  1998,  and  remained  constant  as a
percentage of total revenues at 9%. The increase in expenses was principally due
to increased  payroll,  benefits,  facility and recruiting costs, all associated
with increased headcount during the quarter. The Company anticipates  continuing
increases  over the prior  year in the  amount  of  general  and  administrative
expenses  and  expects  such  expenses  to  remain  approximately  the same as a
percentage of total revenues during 1999.

Depreciation and Amortization  Depreciation and amortization  expense  increased
45% to $659,000 in the quarter  ended June 30, 1999 from $453,000 in the quarter
ended June 30, 1998. The increase in depreciation and  amortization  expense was
principally due to purchases of computer equipment,  leasehold improvements, and
office  furniture  required to support  business growth and the  amortization of
goodwill from the Sentry acquisition consummated in October 1998.

OTHER INCOME Other income  increased  17% to $791,000 in the quarter  ended June
30, 1999 from  $677,000  in the  quarter  ended June 30, 1998 due to $200,000 of
income  recognized from the release of contingent  consideration  pursuant to an
asset purchase agreement in connection with the sale of certain assets by Sentry
in May 1998.  Under  the terms of the  merger  agreement  pursuant  to which the
Company acquired Sentry, all of the aforementioned consideration was released to
the  Company in June of 1999 as the sole  stockholder  of Sentry.  The former
stockholders of Sentry are entitled to such released contingent consideration
pursuant to such merger  agreement. Additionally,  during the quarter ended June
30, 1999, interest income from debt financings of investee companies  increased.
These increases were partially  offset by a decrease in interest income from the
Company's cash and marketable securities due to the decrease in such balances as
a result of the Company's stock repurchases.

PROVISION  FOR INCOME  TAXES  Provision  for income  taxes of $1.4  million  was
recorded for the quarter ended June 30, 1999, as compared to a provision of $1.4
million  recorded for the quarter  ended June 30, 1998,  reflecting an effective
tax rate of 41%. The total deferred tax asset  decreased to $2.9 million at June
30, 1999 from $4.6 million at December 31, 1998 as the Company  utilized its net
operating loss  carryforwards  to offset taxable income.  The Company  currently
anticipates  utilizing its remaining federal net operating loss carryforwards by
the end of 1999.



SIX MONTHS ENDED JUNE 30, 1999 AND 1998

REVENUES Total  revenues  increased 40% to $44.2 million in the six months ended
June 30, 1999 from $31.6 million in the six months ended June 30, 1998.

Revenues from Continuous Advisory Services increased 21% to $32.7 million in the
six months ended June 30, 1999 from $27 million in the six months ended June 30,
1998. The increases in revenues from Continuous Advisory Services were primarily
due  to  the  expansion  of  the  Company's   domestic   sales  force,   growing
international  market acceptance of the Company's  Continuous  Advisory Services
revenues,  an  increase  in  analyst  briefings  to  existing  clients,  and the
introduction of the Company's  INfusion  products in the fourth quarter of 1998.
Continuous Advisory Services revenue growth,  however,  was lower than expected,
primarily as a result of a shift in client  demand toward  consulting  services.
Continuous  Advisory  Services  revenues  attributable to international  clients
increased  37% in the six months  ended June 30, 1999 from the six months  ended
June 30, 1998, and increased as a percentage of Continuous  Services revenues to
17% from 15%.

Project Consulting revenues,  which result from strategic consulting engagements
servicing  clients'  business  and  technology  issues,  increased  192% to $8.1
million  in the six  months  ended  June 30,  1999 from $2.8  million in the six
months ended June 30, 1998,  and increased as a percentage of total  revenues to
18% from 9%. The increase was principally  due to the incremental  revenues from
the  acquisition  of Sentry in October 1998, as well as a shift in client demand
from Continuous Advisory Services towards more focused consulting services,  and
was  partially  offset by  unexpected  transitional  issues with  respect to the
integration  commenced in the first quarter 1999 in  connection  with the Sentry
acquisition.

Published Research revenues, which result from the sale of publications offering
in-depth analysis of single business or IT issues, increased 87% to $3.4 million
in the six months  ended June 30, 1999 from $1.8 million in the six months ended
June 30, 1998,  and increased as a percentage  of total  revenues to 8% from 6%.
The  increase  was  primarily  due  to an  increase  in  sales  of  publications
distributed  under the Company's  agreements  with CXP  International,  S.A. and
Rubin Systems,  Inc. (a corporation  wholly-owned  by a director of the Company,
Howard Rubin),  and the  introduction  of new products in 1999. The increase was
partially  offset by publishing  delays in the quarter ended March 31, 1999 with
respect  to certain  publications  sold by the  Company.

Cost of Services and Fulfillment Cost of services and fulfillment  increased 57%
to $24.2 million in the six months ended June 30, 1999 from $15.4 million in the
six months ended June 30, 1998,  and increased as a percentage of total revenues
to 55% from 49%. The increase was principally due to the Sentry  acquisition and
increased staffing for analyst,  consultant and fulfillment  positions necessary
to support the  Company's  growth both  domestically  and  internationally.  The
principal  areas of cost  increases were  compensation,  and to a lesser extent,
travel.  Additionally,  royalty  payments to third parties with whom the Company
has  distribution  agreements  increased as a result of  increased  sales of the
underlying services.

Selling and Marketing  Expenses Selling and marketing  expenses increased 44% to
$10.8 million in the six months ended June 30, 1999 from $7.5 million in the six
months ended June 30, 1998 and remained  approximately  the same as a percentage
of total  revenues at 24%.  The increase in Selling and  Marketing  expenses was
principally due to increased  compensation  and travel expenses  associated with
expanding the Company's  domestic Direct Sales force.  In addition,  the Company
incurred greater marketing expenses,  both domestically and internationally,  in
connection with the Company's revenue growth.  The Company  continued the
expansion of its Inside Sales channel in  connection  with selling the Company's
published research.

General  and  Administrative   Expenses  General  and  administrative   expenses
increased  31% to $3.9  million  in the six months  ended June 30,  1999 from $3
million in the six months  ended June 30, 1998 and  remained  approximately  the
same as a  percentage  of total  revenues at 9%. The  increase  in expenses  was
principally due to increased  salary and benefit costs,  facilities  costs,  and
recruitment  costs,  all  associated  with  increased  headcount  and the Sentry
acquisition.

Depreciation and Amortization  Depreciation and amortization  expense  increased
39% to $1.3 million in the six months  ended June 30, 1999 from  $900,000 in the
six months ended June 30, 1998. The increase in  depreciation  and  amortization
expense  was  principally  due to  purchases  of computer  equipment  and office
furniture  required to support  business growth and the amortization of goodwill
from the Sentry acquisition consummated in October 1998.

OTHER INCOME Other income  increased 22% to $1.6 million in the six months ended
June 30,  1999 from $1.3  million in the six months  ended  June 30,  1998.  The
increase was principally  due to $200,000 of income  recognized from the release
of  contingent   consideration  pursuant  to  an  asset  purchase  agreement  in
connection with the sale of certain assets by Sentry in May 1998.  Additionally,
in 1999 interest  income from debt financings of investee  companies  increased.
These increases were partially  offset by a decrease in interest income from the
Company's  cash and marketable  securities  balances due to the decrease in such
balances as a result of the Company's stock repurchases.

PROVISION  FOR INCOME  TAXES  Provision  for income  taxes of $2.3  million  was
recorded for the six months  ended June 30, 1999,  as compared to a provision of
$2.5 million  recorded for the six months  ended June 30,  1998,  reflecting  an
effective tax rate of 41%.

LIQUIDITY AND CAPITAL RESOURCES

         The  Company's  principal  source of liquidity  is cash from  operating
activities  which  consists  of  net  income  adjusted  for  non-cash  operating
activities and changes in current assets and liabilities.  The Company generated
$2.1 million of cash from operating  activities during the six months ended June
30,  1999,  compared to $5 million in the same period of 1998.  The  decrease in
cash generated from operating  activities was  principally due to decreased cash
collections on  outstanding  accounts  receivable,  an increase in other current
assets  as a  result  of  increases  in  short-term  advances  made to  investee
companies and prepaid income taxes, and increased  employee bonuses in the first
half of 1999  versus the same  period in 1998.  Such decreases  were  partially
offset by an increase in deferred  revenues during the first half of 1999 versus
the same period in 1998.

         The Company  used $3.1 million of cash in the six months ended June 30,
1999,  compared to $1.4 million in the same period of 1998,  for the purchase of
furniture,  equipment,  computers and related  software for use by the Company's
employees.   The  increase  is  due  primarily  to  greater  headcount  and  the
implementation of a systems upgrade program discussed below. The Company expects
that  additional  purchases of equipment will be made as the Company's  employee
base  continues  to grow.  As of June 30,  1999,  the  Company  had no  material
commitments  for  capital  expenditures.  The  Company,  however,  is  currently
upgrading significant internal systems, including its client information system,
its telephone system,  and accounting  system,  to support business growth.  The
total cash outlay for the completion of the project in 1999 (excluding  internal
resources) is expected to be less than $1 million.

         On  April  14,  1999,  the  Company's  Board of  Directors  unanimously
authorized the repurchase of up to 1.2 million shares of its common stock in the
open  market  and in  privately  negotiated  transactions  from  time  to  time,
depending on market  conditions and other  factors.  On May 3, 1999, the Company
announced  the  expansion  of the  repurchase  program to a total of 2.4 million
shares. During the period April 19, 1999 to June 15, 1999, 1,989,993 shares were
repurchased at an average price of $11.28 per share. All shares repurchased have
been retired to the status of authorized but unissued.

         The  Company  financed  all  repurchases  with its cash and  marketable
securities balances.

         In May 1999, the Company advanced $960,000 to Syndicated Research Group
("SRG") in exchange for a  subordinated  convertible  promissory  note. SRG is a
research and advisory services company focused on serving the heads of corporate
divisions.

         On March 15,  1999,  the Company  entered  into an agreement to advance
$2.7 million to META Security  Group,  Inc., an  independent  internet  security
start-up consulting firm, in exchange for a secured convertible promissory note.
As of June 30, 1999,  the Company had advanced $1.3 million which is included in
Other Assets on the  consolidated  balance sheet.  On July 13, 1999, the Company
entered into an agreement to advance an  additional  $1,000,000 to META Security
Group,  Inc., in exchange for a secured promissory note. The principal amount of
the note shall be advanced in installments, which may be made no more frequently
than on a monthly basis.

         The foregoing  investments  were made in accordance  with the Company's
strategy to invest in companies in parallel or  synergistic  industries  and are
accounted for under the cost method.

         The  Company  regularly  invests  excess  funds  in   investment-grade,
short-term commercial paper, debt instruments,  and money market funds. As these
investments  generally  have terms of less than three months,  they are included
under the caption "Cash and cash equivalents" in the balance sheets.

         In addition, the Company invests in longer term, callable, higher-yield
marketable  debt  securities.  Generally,  these  securities  are  U.S.  federal
government  agency  issues,  purchased  in  denominations  of $1  million  to $7
million.

         As of June 30, 1999, the Company had cash and cash  equivalents of $2.6
million,  marketable  securities of $18.6  million and working  capital of $16.5
million.  The  decrease  in  these  assets  from  March  31,  1999 is  primarily
attributable  to the share  repurchase  program  discussed  above.  The  Company
believes that existing cash balances and anticipated  cash flows from operations
will  be  sufficient  to  meet  its  working  capital  and  capital  expenditure
requirements for the foreseeable future.


Year 2000 Readiness Disclosure

The following disclosure may be deemed "Year 2000 Readiness Disclosure" pursuant
to the Year 2000 Information and Readiness Disclosure Act.

State of Readiness
------------------

During the first half of 1999,  the Company  continued its program to review the
Year 2000 compliance  status of both the IT and non-IT software and systems used
in  its  internal  business  processes,  to  obtain  appropriate  assurances  of
compliance from the  manufacturers  of these products,  and to modify or replace
all non-compliant products.

The Company  made  inquiries  with its third  party  providers  of  intermediary
products  or  services  to  determine  the  impact of Year 2000  issues on their
business and operations, and the resulting impact on the business and operations
of the Company.  These systems  relate to the ability of the Company to transmit
its products to its customers via the internet, CD-ROM, and Lotus Notes, and are
reliant on the  compliance  of the third  parties in order to operate past 1999.
The Company has been advised by the applicable  third parties that the necessary
modifications  for the  Year  2000  issue  have  been  substantially  completed;
furthermore,   the  third  parties   continually   assess  their  readiness  and
communicate  their  findings  to the  Company.  The  Company  believes  that its
internal  systems are Year 2000  compliant to interface with such third parties.
However, the Company can offer no assurance that its systems, to the extent they
are reliant on third party systems, will be operational on January 1, 2000.

The Company has contacted its  suppliers of its business  critical  software and
systems to determine  whether the products obtained by the Company are Year 2000
compliant  and is  currently  reviewing  other  areas  within its  business  and
operations which could be adversely  affected by Year 2000 issues.  Based on the
responses  the  Company  has  received  from   manufacturers  and  the  internal
evaluation  performed  through July 1999,  the Company  believes that it will be
able to upgrade or replace any critical Year 2000 deficient  software or systems
prior to the end of 1999.

Among the systems reviewed was the Company's telephone system, which is critical
to the function of the  business.  The Company  currently  plans to complete the
implementation  of a new  telephone  system by the end of the third  quarter  of
1999.  Also,  in response to the increase in clients and  employees and the need
for  improved   information   management  for  customer  service,   the  Company
implemented  a new client  information  system during the first half of 1999. In
selecting the new client information system, Year 2000 compliance was one of the
criteria reviewed, and the Company has obtained a representation from the vendor
that the system is Year 2000 compliant.

Currently,  the Company has not identified any internal  non-IT systems that are
both critical to the business and would cause significant disruption of business
in the event of failure in the year 2000.

Costs to Address Year 2000 Issues
---------------------------------

Based on the Company's internal evaluation  performed to date on potential costs
for completing  the  evaluating,  testing,  modifying or replacing of any of its
internal  IT or non-IT  software or systems,  the Company  currently  expects to
spend  approximately  $2.5 million (including an estimated $2.4 million of costs
for replacing the client information system and telephone system),  of which the
Company has spent  approximately  $2.0 million as of June 30, 1999.  The Company
will fund all Year 2000 compliance costs from existing working capital.

The  potential  costs  associated  with  failure of the  internet or other major
systems  outside the Company's  control  (i.e.,  utilities,  telephone  service,
etc.), or of any significant non-IT systems,  including increased costs of doing
business, inability to conduct business, potential loss of customers, and impact
of certain risk areas as discussed below, are unknown and cannot be estimated by
the Company.

Risks Associated with Year 2000 Issue
-------------------------------------

The primary  risk to the Company in the event of  non-compliance  with Year 2000
issues is a disruption of customer fulfillment.  As a significant portion of the
Company's clients choose to receive the Company's  written  deliverables via the
internet,  failure of that system could  prevent  customers  from  accessing the
Company's  written  deliverables  via the  Company's  internet  site.  Likewise,
failure of the  telephone  systems  would prevent the Company from speaking with
its customers  directly,  which is an integral part of the Company's service and
products.  Also,  failure  of the  client  information  system  would  result in
potential delays in responding to customers' inquiries.

In  addition  to the risks to the  Company's  systems as they relate to customer
service,  and  discussed  above,  the Year 2000  Issue  presents  the  following
business risks to the Company:

o        Because the Company's  business  results from selling  knowledge  based
         research  on a wide  variety  of IT issues,  the short term  demand for
         certain of the Company's  products could  potentially be hindered while
         customers and potential  customers focus immediate  resources on fixing
         their own Year 2000 issues. The Company, however,  currently feels that
         the risk of a shift in the focus of customers' and potential customers'
         discretionary  IT spending will not have a material  adverse  effect on
         the Company's business, operating results and financial condition.

o        Part  of the  Company's  services  to its  customers  involves  forming
         opinions and making  suggestions  with  regards to IT issues.  As such,
         customers  rely on the  Company  for  advice  when  making  IT  related
         decisions,  which may involve Year 2000 issues.  Because of the overall
         risk of litigation  associated with the Year 2000 issue, there exists a
         risk that the  Company  could face legal  action  from a customer or be
         named  as a  co-defendant  in an  action  by a third  party  against  a
         customer.  The likelihood of such action  occurring,  and the potential
         related costs, cannot be estimated by the Company at this time.

o        Failure of certain  systems of third  parties due to Year 2000 issues
         could potentially create the risk of impairment of certain assets of
         the Company. In  particular, as of June 30, 1999, the Company had over
         $18 million in marketable securities, which are invested in unsecured,
         short- term investment grade, corporate debt instruments (commercial
         paper), and long-term U.S. federal government agency issues. Financial
         impairment to certain investees, or a collapse of the securities
         markets in general, would potentially have a material adverse effect
         on the Company's financial position. In addition, as of June 30, 1999,
         the Company  had over $34 million in accounts receivable from customers
         and international sales representative organizations, as well as
         significant investments in other companies. Financial impairment to
         certain of such companies due to Year 2000 issues could potentially
         have a material adverse effect on the Company's financial position and
         results of operations. The likelihood of such action occurring, and
         the potential related costs, cannot be estimated by the Company at this
         time.

Contingency Plans
-----------------

The Company  has the  following  contingency  plans in place in order to protect
customer service in the event of Year 2000 disruptions:

o    The  Company's  research is  available  in written  form as well as via the
     internet,  CD-ROM, and Lotus Notes. In the event of disruption of the other
     forms of delivery, the Company will deliver research in printed form to all
     customers.  The  incremental  cost of doing so would not be material to the
     results of operations and is currently an option many customers continue to
     use.

o    In the event the  Company  is unable to  replace  the  existing  accounting
     software  prior to the end of 1999,  the  company  intends to  upgrade  the
     existing system to be Year 2000 compliant prior to the end of 1999.

o    In the event the Company is unable to replace the existing telephone system
     prior to the end of 1999,  the  company  intends  to upgrade  the  existing
     system to be Year 2000 compliant prior to the end of 1999. The Company does
     not  currently  have a  contingency  plan in the event of a failure of long
     distance telephone service in general.

The Company does not currently have a contingency  plan in place with regards to
the risk of asset  impairment  described above but will be reviewing  investment
risk to include Year 2000 exposure as the year 2000 approaches.


Certain Factors That May Affect Future Results

The Company does not provide  forecasts of the future  financial  performance of
the Company.  However, from time to time, information provided by the Company or
statements  made by its  employees  may  contain  "forward-looking"  information
involving risks and uncertainties.  In particular,  statements contained in this
Form  10-Q  that  are not  historical  facts  (including,  but not  limited  to,
statements  concerning the revenue growth rate in its three  operating  segments
and in international  revenues,  anticipated  costs of services and fulfillment,
selling and marketing  and operation  expense  levels,  cost and expense  levels
relative to the Company's total revenues and  anticipated  mix of revenues,  the
ability of the Company's  computer systems and applications to function properly
beyond 1999,  planned capital  expenditures,  the Company's  working capital and
capital  expenditure   requirements,   and  net  operating  loss  carryforwards)
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 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 below, as well as the
accuracy of the Company's  internal  estimates of revenue and operation  expense
levels.  Each of these factors,  and others,  are discussed from time to time in
the filings made by the Company with the Securities and Exchange Commission.

The Company's  future  operating  results are subject to  substantial  risks and
uncertainties.   The  Company  currently  derives  most  of  its  revenues  from
subscriptions to its Continuous  Advisory Services.  As a result, any decline in
the  Company's  ability  to secure  subscription  renewals  may have a  material
adverse effect on the Company's results of operations.  The Company's ability to
secure subscription renewals, at favorable average selling prices, as well as to
successfully  market and sell its  Project  Consulting  services  and  Published
Research,  is  dependent  upon the  Company's  ability  to  deliver  consistent,
high-quality,   and  timely   analysis   and  advice  with  respect  to  issues,
developments,   and  trends  that  clients  view  as  important.  The  Company's
successful delivery of such analysis and advice is, in turn, dependent upon many
factors,   including,  among  other  things,  its  ability  to:  understand  and
anticipate  rapidly  changing  technologies  and market trends so as to keep its
analysis  focused on the  changing  needs of its clients,  deliver  products and
services of  sufficiently  high quality and timeliness to withstand  competition
from competitors that may have greater  financial,  information  gathering,  and
marketing  resources  than the Company,  and recruit and retain highly  talented
professionals  in a  competitive  job market.  The loss of any of the  Company's
senior management personnel,  including Dale Kutnick (President, Chief Executive
Officer and Co-Research  Director),  could have a material adverse affect on the
Company.  The  Company's  ability to market and sell its  products  and services
could also be adversely affected by the emergence of new competitors into one or
more of the market  segments  addressed by the Company's  products and services,
which could cause  pricing  pressure  and loss of market  share.  The  Company's
pricing  strategy may limit the potential  market for the  Company's  Continuous
Advisory Services. As a result, the Company may be required to reduce prices for
its Continuous  Advisory Services or introduce new products with lower prices in
order to expand or maintain its market share. In addition, a significant portion
of the Company's revenues are attributable to international  clients,  which may
be  adversely  affected by factors  including  difficulties  in  developing  and
managing  relationships  with  independent  international  sales  representative
organizations,  reliance on sales  entities  that the Company  does not control,
greater  difficulty  in  maintaining  direct  client  contact,  fluctuations  in
exchange rates,  adverse  political and economic  conditions,  tariffs and other
trade barriers,  longer accounts  receivable  collection cycles, and adverse tax
consequences.  The Company's future financial results also depend in part on the
development  or  acquisition  of  new  products  and  services,  which  may  not
successfully  be achieved due to the inherent  costs and risks  associated  with
development, assimilation, and marketing of a new product or service, as well as
the Company's limited experience in introducing new products and services.

Furthermore,   the   Company's   quarterly   operating   results  may  fluctuate
significantly due to various factors. Because a disproportionately large portion
of the Company's  Continuous  Advisory  Services  contracts expire in the fourth
quarter  of each year,  the  Company  incurs  operating  expenses  in the fourth
quarter at a higher  level than would  otherwise  be required by its  sequential
growth,  and such  increased  expenses are not normally  offset  immediately  by
higher revenues. In addition, the Company's operating results may fluctuate as a
result of a variety of other factors, including the level and timing of renewals
of  subscriptions  to  Continuous  Advisory  Services,  the level and  timing of
contracted  Project  Consulting  Services,  the timing  and  amount of  business
generated by the Company, the mix of domestic versus international business, the
timing of the  development,  introduction,  and  marketing  of new  products and
services,  the  integration  of acquired  businesses  into the operations of the
Company (particularly the Sentry acquisition), the timing of the acquisition and
integration into the Company of new business, products, and services, the timing
of the delivery of  published  research  sold by the Company,  the timing of the
hiring of research analysts and consultants, changes in the spending patterns of
the Company's  target  clients,  the Company's  accounts  receivable  collection
experience,  changes  in  market  demand  for  IT  research  and  analysis,  and
competitive  conditions  in the  industry.  Due to these  factors,  the  Company
believes   period-to-period   comparisons  of  results  of  operations  are  not
necessarily  meaningful and should not be relied upon as an indication of future
results of operations.  The potential  fluctuations  in the Company's  operating
results make it likely that, in some future  quarter,  the  Company's  operating
results will be below the  expectations  of securities  analysts and  investors,
which would have a material  adverse effect on the price of the Company's Common
Stock.


Item 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Reference  should be made to the  Company's  annual report on Form 10-K for
the year ended December 31, 1998 for quantitative and qualitative  disclosure of
the  Company's  market risk.  There have been no material  changes to the market
risk  information  included in the Company's  annual report on Form 10-K for the
year ended December 31, 1998.


PART II - OTHER INFORMATION

Item 1.   Legal Proceedings.
          ------------------

         As disclosed in the  Company's  Annual Report on Form 10-K for the year
ended  December 31, 1998,  the Company is a party to certain  legal  proceedings
arising in the ordinary course of business. The Company,  however, believes that
none of these  proceedings  is likely to have a material  adverse  effect on the
Company's business, results of operations or financial condition.

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

         On May 20, 1999, the Company held its Annual  Meeting of  Stockholders.
At such Annual Meeting the  stockholders of the Company voted on the election of
two Class I Directors to serve for a three-year term and until their  successors
have  been  duly  elected  and  qualified.  The  number  of  votes  cast for the
re-election of each of the Class I Directors listed below was as follows:


Nominees                                          Number of Shares
--------                                          -----------------

                                           For               Withhold Authority
                                           ---               ------------------
Dale Kutnick                            10,568,865                261,926
Francis J. Saldutti                     10,611,330                219,461


Each of Marc  Butlein,  Harry S. Gruner,  Michael  Simmons,  George  McNamee and
Howard Rubin  continued as Directors of the Company after the Annual  Meeting of
Stockholders. Mr. Butlein resigned from the Board of Directors effective May 31,
1999.

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


         (a)      Exhibits.
                  ---------

         Exhibit
         Number           Description
         ------           -----------
          10.1            Application  Productivity Strategies Development and
                          Services  Agreement  between META Group,  Inc.,  and
                          Rubin Systems  Incorporated and Howard Rubin,  dated
                          October 11, 1996 (the "Rubin  Agreement") (with
                          certain confidential information omitted).
          10.2            Addendum to Rubin  Agreement  dated October 21, 1997
                          (with certain confidential information omitted).
          10.3            Addendum  to Rubin  Agreement  dated  June 30,  1998
                          (with certain confidential information omitted).
          10.4            Addendum 3 to Rubin  Agreement  dated June 14,  1999
                          (with certain confidential information omitted).
          11.1            Statement re-computation of per-share earnings
          27.1            Financial Data Schedule

         (b)      Reports on Form 8-K.
                  --------------------

         On April 15, 1999, the Company filed a Current Report on Form 8-K dated
April 14, 1999  announcing  (i) the  preliminary  results for the fiscal quarter
ended  March 31,  1999 and (ii) a stock  repurchase  program to  purchase  up to
1,200,000 shares of its Common Stock.

         On May 4, 1999,  the Company  filed a Current  Report on Form 8-K dated
May 3, 1999  announcing  (i) the results for the fiscal  quarter ended March 31,
1999 and (ii) an authorization to expand the Company's stock repurchase  program
to a total of 2.4 million shares of its Common Stock from 1.2 million previously
authorized on April 14, 1999.

<PAGE>


                                    SIGNATURE


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



                                META Group, Inc.




Date:   August 16, 1999         By: /s/ Bernard F. Denoyer
                                    --------------------------------------------
                                    Bernard F. Denoyer
                                    Senior Vice President, Finance, Chief
                                    Financial Officer, Secretary and Treasurer
                                    (Principal Financial and Accounting Officer)



<PAGE>
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>



                                                                                                       Sequentially
 Exhibit                                                                                                Numbered
 Number                                          Description                                              Page
 ------                                          -----------                                              ----
<S>              <C>                                                                                     <C>

  10.1            Application Productivity Strategies Development and Services Agreement                    *
                  between META Group, Inc., and Rubin Systems Incorporated and Howard Rubin,
                  dated October 11, 1996 (the "Rubin Agreement") (with certain confidential
                  information omitted).

  10.2            Addendum to Rubin Agreement dated October 21, 1997 (with certain confidential             *
                  information omitted).

  10.3            Addendum to Rubin Agreement dated June 30, 1998 (with certain confidential                *
                  information omitted).

  10.4            Addendum 3 to Rubin Agreement dated June 14, 1999 (with certain confidential              *
                  information omitted).

  11.1            Statement re computation of per-share earnings                                           22

  27.1            Financial Data Schedule                                                                   *

 * Exhibit included in EDGAR filing with Securities and Exchange Commission.

  ------------------
</TABLE>


   EXHIBIT 11.1


<TABLE>

                                META Group, Inc.

                      EXHIBIT TO QUARTERLY REPORT ON FORM 10-Q

                   Computation of Net Income Per Common Share



<CAPTION>


                                                       For the three months ended   For the six months ended
                                                                June 30,                  June 30,
---------------------------------------------------------------------------------   ------------------------
<S>                                                  <C>           <C>           <C>           <C>

                                                          1999          1998          1999            1998
                                                      -----------   -----------   -----------   -------------
Net Income.........................................   $ 2,048,000   $ 1,967,000   $ 3,357,000   $   3,615,000
                                                      ===========   ===========   ===========   =============


Weighted average number of common and common equivalent shares outstanding:

      Common shares
        outstanding during the period .............    10,850,788    11,261,272    11,337,887      11,211,746
      Common share equivalents - options
        to purchase common shares .................       466,195     1,308,283       797,980       1,232,257
                                                       ----------    ----------   -----------    -----------
               Total ..............................    11,316,983    12,569,555    12,135,867      12,444,003
                                                       ===========   ===========  ===========    ============

Net income per diluted common share ...............        $.18         $.16          $.28           $.29
                                                       ===========   ===========   ===========  ==============

Net income per basic common share .................        $.19         $.17          $.30           $.32
                                                       ===========   ===========   ===========   =============

</TABLE>