UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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 March 31, 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 May 11, 1999
was 10,931,945


                            Total Number of Pages:  19
                           Exhibit Index is on Page 18



<PAGE>


                                META Group, Inc.


                                      INDEX
                                      -----
                                                                          PAGE
                                                                          ---- 
                                                                                
Part I FINANCIAL INFORMATION

       Item 1. Financial Statements

               Consolidated Balance Sheets:

                 March 31, 1999 (unaudited) and December 31, 1998           3

               Consolidated Statements of Income (unaudited):
                 Three months ended March 31, 1999 and 1998                 4

               Consolidated Statements of Cash Flows (unaudited):
                 Three months ended March 31, 1999 and 1998                 5

               Notes to Consolidated Financial Statements                   6

       Item 2. Management's Discussion and Analysis of Financial
               Conditon and Results of Operations                           8

       Item 3. Quantitative and Qualitative Disclosures About Market Risk  15


Part II        OTHER INFORMATION

       Item 1. Legal Proceedings                                           16


       Item 6. Exhibits and Reports on Form 8-K                            16


Signature                                                                  17



<PAGE>
<TABLE>
<CAPTION>


PART I     FINANCIAL INFORMATION

         Item 1.  Financial Statements



                                META Group, Inc.

                           Consolidated Balance Sheets
                                 (in thousands)



                                              March 31,            December 31,
-------------------------------------------------------------------------------
Assets                                             1999                    1998
                                           -------------------------------------
<S>                                         <C>                       <C>
Current assets:                          
                                            (unaudited)
   Cash and cash equivalents                   $  8,677                $  9,945
   Marketable securities                         23,373                  21,031
   Accounts receivable, net                      31,066                  35,306
   Deferred commissions                           2,105                   1,436
   Deferred tax asset                             3,808                   3,808
   Other current assets                           5,019                   2,894
                                           -------------           -------------
      Total current assets                       74,048                  74,420

Marketable securities                            11,996                  15,850
Furniture and equipment, net                      5,738                   4,553
Deferred tax asset                                  256                     792
Goodwill, net                                     5,675                   5,528
Other assets                                     12,053                  11,044
                                           -------------           -------------
                                                                                                    
      Total assets                             $109,766                $112,187
                                           =============           =============

Liabilities and Stockholders' Equity 
Current liabilities:
   Accounts payable                            $    166                $  1,432
   Deferred Revenues                             33,824                  31,276
   Other current liabilities                      1,055                   6,789
                                           -------------           -------------
      Total current liabilities                  35,045                  39,497
                                           -------------           -------------

Stockholders' equity:
   Preferred stock                                    -                       -
   Common stock                                     126                     123
   Paid-in capital                               59,163                  58,443
   Retained earnings                             15,752                  14,444
   Treasury stock, at cost                        (320)                   (320)
                                           -------------           -------------
      Total stockholders' equity                 74,721                  72,690
                                           -------------           -------------
                                                                                                    
      Total liabilities and stockholders'      $109,766                $112,187
      equity
                                           =============           =============


                 See notes to consolidated financial statements.

</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>



                                META Group, Inc.

                        Consolidated Statements of Income
                      (in thousands, except per-share data)
                                   (unaudited)


                                                     For the three months ended
                                                              March 31,
--------------------------------------------------------------------------------
                                                        1999               1998
                                                 ------------       ------------
<S>                                                 <C>                <C>
Revenues:
  Continuous Advisory Services                       $15,808            $13,179
  Project Consulting                                   2,870              1,076
  Published Research                                   1,427                887
                                                 ------------       ------------

      Total revenues                                  20,105             15,142
                                                 ------------       ------------

Operating expenses:
  Cost of services and fulfillment                    11,286              7,538
  Selling and marketing                                4,982              3,446
  General and administrative                           1,793              1,520
  Depreciation and amortization                          593                447
                                                 ------------       ------------

      Total operating expenses                        18,654             12,951
                                                 ------------       ------------

Operating income                                       1,451              2,191

Interest income                                          772                605
                                                 ------------       ------------

Income before provision for income taxes               2,223              2,796

Provision for income taxes                               914              1,148
                                                 ------------       ------------

Net income                                           $ 1,309            $ 1,648
                                                 ============       ============

Net income per diluted common share                  $   .10            $   .13
                                                 ============       ============

Weighted average number of diluted common
shares outstanding                                    12,905             12,299
                                                 ============       ============

Net income per basic common share                    $   .11            $   .15
                                                 ============       ============

Weighted average number of basic
common shares outstanding                             11,830             11,162
                                                 ============       ============

                 See notes to consolidated financial statements.


</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>



                                META Group, Inc.

                      Consolidated Statements of Cash Flows
                                 (in thousands)
                                   (unaudited)




                                                     For the three months ended
                                                               March 31,
--------------------------------------------------------------------------------
                                                          1999            1998
                                                  ------------------------------
<S>                                                <C>                 <C>
Operating activities:
Net income                                          $ 1,309             $ 1,648
Adjustments to reconcile net income to net cash 
(used in) provided by
    Operating activities:
  Depreciation and amortization                         593                 447
  Deferred income taxes                                 536               1,025
  Changes in assets and liabilities:
    Accounts receivable                               4,240               3,540
    Deferred commissions                               (669)               (544)
    Other current assets                             (2,138)               (707)
    Other assets                                        258                (687)
    Accounts payable                                 (1,287)               (844)
    Accrued expenses and other current liabilities   (5,734)             (2,638)
    Deferred revenues                                 2,548                 926
                                                  -------------     ------------
 Net cash (used in) provided by operating activities   (344)              2,166
                                                  -------------     ------------

Investing activities:
   Capital expenditures                              (1,722)               (804)
   Proceeds from (investments in) marketable          1,512              (2,418)
   securites - net
   Investments and advances                          (1,437)                (16)
                                                  -------------     ------------
Net cash used in investing activities                (1,647)             (3,238)
                                                  -------------     ------------

Financing activities:
Proceeds from exercise of stock options                 723                 282
                                                  -------------     ------------
Net cash provided by financing activities               723                 282
                                                  -------------     ------------

Net decrease in cash and cash equivalents            (1,268)               (790)
Cash and cash equivalents, beginning of period        9,945              12,910
                                                  -------------     ------------
Cash and cash equivalents, end of period            $ 8,677             $12,120
                                                  =============     ============

Supplemental information:
Cash paid during the period for income taxes        $   379             $   123
                                                  =============     ============

                 See notes to consolidated financial statements.


</TABLE>
<PAGE> 5


                                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.


Note 2 - Financial Statement Presentation
-----------------------------------------

     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
Statement of Financial Accounting Standards No. 131, "Disclosures About Segments
of an Enterprise and Related Information." Consequently, the Company now reports
separately  the  revenues  earned  from  each of its three  operating  segments:
Continuous Advisory Services,  Project Consulting and Published Research,  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 current method is consistent with
the  Company's  management  approach used  regularly by the  Company's  decision
makers in assessing performance and allocating  resources.  The revenues for the
three months ended March 31, 1998 have been  reclassified to conform to the 1999
presentation.


Note 3 - Income Taxes
---------------------

     During the quarters ended March 31, 1999 and 1998,  the Company  recorded a
tax  provision of $0.9 million and $1.1  million,  respectively,  reflecting  an
effective tax rate of 41%.  During the quarter ended March 31, 1999, the Company
paid  $250,000  for  federal  alternative  minimum  tax  liabilities.  The total
deferred tax asset, including the current portion,  decreased to $4.0 million at
March 31, 1999, from $4.6 million at December 31, 1998, as the Company  utilized
its net operating loss carryforwards to offset taxable income.


Note 4 - Investment in META Security Group, Inc.
------------------------------------------------

     On March 15,  1999,  the Company  entered into an agreement to advance $2.7
million to META Security Group, Inc., an independent  start-up  consulting firm,
in exchange for a secured convertible promissory note. META Security Group, Inc.
offers security  consulting  services and hands-on  operational support services
including   threats  and   vulnerability   assessments,   policy  and  standards
development, network monitoring services and technical research and development.
As of March 31, 1999, the Company had advanced $1.3 million which is included in
Other Assets on the consolidated  balance sheet. The investment is accounted for
under the cost method.

<PAGE>

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  different
distribution  channels.  In 1998,  the Company  adopted  Statement  of Financial
Accounting  Standards No. 131,  "Disclosures about Segments of an Enterprise and
Related  Information."  The Statement  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            Project             Published       Consolidated
                                                Services           Consulting            Research           Total
                                                --------           ----------            --------           -----
<S>                                            <C>                  <C>                  <C>               <C> 
Three Months Ended March 31, 1999

Revenues                                        $15,808              $2,870               $1,427            $20,105
Operating Income                                  2,527                (791)                (285)             1,451

Three Months Ended March 31, 1998

Revenues                                        $13,179              $1,076               $  887            $15,142
Operating Income                                  2,411                (223)                   3              2,191

</TABLE>

Note 6 - Subsequent Events
--------------------------

     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. As of May
12, 1999,  approximately  1,209,000  shares had been  repurchased  at an average
price of $10.04 per share.

     Due to cash requirements arising from the expansion of the repurchase plan,
the Company reclassified approximately $9.0 million of its marketable securities
from  held-to-maturity  to  available-for-sale. Since the  repurchase plan
commenced  in  April  1999,  the cash  requirements  could  not  have  been
reasonably  anticipated  at December 31, 1998. It is the Company's  intention to
hold the remaining $26.3 million of marketable securities to maturity.  The fair
value  of  the  marketable  securities  at  the  date  of  the  reclassification
approximated amortized cost.
<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") and 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 79%
and 87% of the Company's  total  revenues for the quarters  ended March 31, 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.

     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  23% to $68.9  million at March 31,  1999,  from $56.3
million at March 31,  1998.  At March 31,  1999,  the Company had  approximately
4,200 Continuous  Advisory  Services  subscribers in approximately  1,800 client
organizations worldwide, as compared to 3,495 subscribers in 1,475 organizations
at March 31, 1998.

     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.

     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
<PAGE>

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 MARCH 31, 1999 AND 1998

REVENUES  Total revenues  increased 33%  to $20.1 million  in the quarter ended
March 31, 1999,  from $15.1 million in the quarter ended March 31, 1998.

Revenues from Continuous  Advisory  Services,  which are derived from
annually renewable  contracts,  together with any interim add on's, payable
by clients in advance, increased 20% to $15.8 million in the quarter ended March
31, 1999,  from $13.2 million in the quarter ended March 31, 1998.  The increase
in revenues  from  Continuous  Advisory  Services was primarily due to continued
expansion  of the  Company's  domestic  sales  force,  an  increase  in  analyst
consulting to existing clients,  growing  international market acceptance of the
Company's  Continuous  Advisory Services,  and the introduction of the Company's
INfusion  products  during  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 towards  consulting  services.  Continuous  Advisory
Services  revenues  attributable to international  clients  increased 26% in the
quarter  ended March 31,  1999,  from the  quarter  ended  March 31,  1998,  and
remained  constant as a percentage of Continuous  Advisory  Services  revenue at
15%. The increase in  international  revenues was  primarily due to an increased
demand for the Company's Continuous Advisory Services in existing  international
markets.  The Company currently has sales  representation  in 30 countries.  The
Company  currently  expects  that  international  Continuous  Advisory  Services
revenues  will  continue  to grow at a  faster  rate  than  domestic  Continuous
Advisory Services revenue.

The Company  increased  Contract  Value 23% to $68.9  million at March 31, 1999,
from $56.3  million at March 31, 1998.  The Company grew its  subscriber  client
base 20% to 4,200  Continuous  Advisory  Service  clients at March 31, 1999 from
3,495 clients at March 31, 1998.

Project  Consulting  revenues,   which  result  from  strategic  consulting
engagements servicing clients' business and technology issues, increased 167% to
$2.9  million  in the  quarter  ended  March 31,  1999 from $1.1  million in the
quarter ended March 31, 1998, and increased as a percentage of total revenues to
14% from 7%. The  significant  increase was primarily due to the  acquisition of
The  Sentry  Group,  Inc.  ("Sentry")  in  October of 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 an  integration  commenced in the first quarter of 1999 in connection
with the Sentry acquisition.  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  publications  offering
in-depth analysis of single business or IT issues, increased 61% to $1.4 million
in the quarter ended March 31, 1999 from $0.9 million in the quarter ended March
31, 1998,  and  increased as a percentage  of total  revenues to 7% from 6%. The
increase was primarily due to an increase in sales of  publications  distributed
under the Company's agreement with CXP International,  S.A. and the introduction
of new products,  and was partially offset by publishing  delays with respect to
certain publications sold by the Company.

The  Company   currently   expects  a  continuation  of  the  growth  rates
experienced  during the quarter ended March 31, 1999 in Project  Consulting  and
<PAGE>
Published Research revenues as a result of a shift in business demand by clients
from  Continuous  Advisory  Services  towards  more  focused,   client  specific
services, and due to the Sentry acquisition.

COST OF SERVICES AND FULFILLMENT Cost of services and fulfillment increased
50% to $11.3 million in the quarter  ended March 31, 1999,  from $7.5 million in
the quarter ended March 31, 1998,  principally  due to increased  staffing costs
for analyst,  consultant,  and  fulfillment  positions  necessary to support the
Company's growth both  domestically and  internationally  and as a result of the
Sentry acquisition. The principal areas of cost increases were compensation and,
to a lesser  extent, travel.  Cost of services  and  fulfillment  increased as a
percentage of total revenues to 56% from 50% due to continued hiring of analysts
and  consultants.  While the Company  anticipates  continuing  increases  in the
amount of costs of services and fulfillment,  it expects that such expenses will
decline slightly as a percentage of total revenue.

SELLING AND MARKETING EXPENSES Selling and marketing expenses increased 45%
to $5.0 million in the quarter  ended March 31,  1999,  from $3.4 million in the
quarter ended March 31, 1998, and increased as a percentage of total revenues to
25% from 23%. 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  continued  the  expansion of its
Inside Sales  channel for selling  published  research,  and has developed a new
team of account development  representatives  within the marketing department to
provide more direct  sales-lead  support to the Direct Sales force.  The Company
anticipates  continuing  increases  in  the  amount  of  selling  and  marketing
expenses,  although it expects  that such  expenses,  as a  percentage  of total
revenues, will decrease slightly by the end of 1999.

GENERAL  AND  ADMINISTRATIVE   EXPENSES  General  and  administrative   expenses
increased  18% to $1.8 million in the quarter  ended March 31,  1999,  from $1.5
million in the quarter  ended March 31, 1998,  and  decreased as a percentage of
total revenues to 9% from 10%. The increase in expenses was  principally  due to
increased finance,  accounting,  human resources,  and corporate IT staffing and
expenses required to support the growth of the Company.  The Company anticipates
continuing  increases  over  the  prior  year  in  the  amount  of  general  and
administrative  expenses,  but expects such expenses to remain approximately the
same as a percentage of total revenues.

DEPRECIATION AND AMORTIZATION  Depreciation and amortization  expense  increased
33% to $593,000  in the  quarter  ended  March 31,  1999,  from  $447,000 in the
quarter  ended March 31, 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.

INTEREST INCOME  Interest  income  increased 28% to $772,000 in the quarter
ended March 31, 1999,  from $605,000 in the quarter ended March 31, 1998, due to
an increase in the Company's  cash and marketable  securities  balances over the
first  quarter of the prior year due to positive  cash flow from  operations  in
1998 and an  increase  in  interest  income  from debt  financings  of  investee
companies.

PROVISION  FOR INCOME TAXES  During the quarters  ended March 31, 1999 and 1998,
the  Company  recorded  a tax  provision  of  $0.9  million  and  $1.1  million,
respectively,  reflecting an effective tax rate of 41%. During the quarter ended
March 31, 1999,  the Company paid $250,000 for federal  alternative  minimum tax
liabilities.  The total  deferred  tax asset,  including  the  current  portion,
decreased to $4.0  million at March 31, 1999,  from $4.6 million at December 31,
1998, as the Company  utilized its net operating  loss  carryforwards  to offset
taxable income.


LIQUIDITY AND CAPITAL RESOURCES

     The Company used $0.3 million of cash in operations during the three months

<PAGE>

ended  March  31,  1999,  compared  with $2.2  million  of cash  generated  from
operations  in the three  months  ended  March 31,  1998.  The  decrease in cash
generated  from  operations  in 1999 is primarily  due to decreased  net income,
bonuses paid to employees based on the achievement in 1998 of performance goals,
and an increase in short-term advances made to investee companies.

     The Company  used $1.7  million of cash in the three months ended March 31,
1999,  compared with $0.8 million in the three months ended March 31, 1998,  for
the purchase of furniture, equipment, computers, and related software for use by
the  Company's  employees.  The Company  expects  that  additional  purchases of
equipment  will be made as the Company's  employee base continues to grow. As of
March  31,  1999,   the  Company  had  no  material   commitments   for  capital
expenditures;  however, the Company is currently upgrading  significant internal
systems to support business growth.  The total cash outlay for the completion of
the project in 1999 (excluding  internal resources) is not expected to exceed $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. As of May
12, 1999, approximately 1,209,000 shares were repurchased at an average price of
$10.04 per share.  The Company's  existing cash and  marketable  securities  are
being used to finance the repurchase program.

     On March 15,  1999,  the Company  entered into an agreement to advance $2.7
million to META Security Group, Inc., an independent  start-up  consulting firm,
in exchange for a secured convertible promissory note. META Security Group, Inc.
offers security  consulting  services and hands-on  operational support services
including   threats  and   vulnerability   assessments,   policy  and  standards
development, network monitoring services and technical research and development.
As of March 31, 1999, the Company had advanced $1.3 million which is included in
Other Assets on the consolidated balance sheet.

     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, but callable, higher-yield
marketable  debt  securities.  Generally,  these  securities  are  purchased  in
denominations of $1 million to $7 million and held to maturity.

     As of March 31,  1999,  the Company had cash and cash  equivalents  of $8.7
million,  marketable  securities of $35.3 million,  and working capital of $39.0
million.  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,  including the authorized
share repurchase program discussed above.

<PAGE>

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 1998, the Company  commenced a 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 critical 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. Certain of these systems relate to the ability of the Company to
transmit its products to its customers  via the internet and by CD-ROM,  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  completed or will be completed
by the end of 1999. In addition,  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  all of the  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 April 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 being  reviewed is the  Company's  current  telephone  system,
which is critical to the function of the business.  The Company  currently plans
to replace its existing  telephone  system during 1999. Also, in response to the
increase  in  clients  and  employees,  and the  need for  improved  information
management for customer service, the Company expects to complete  implementation
of 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 $2.2 million (including $2.1 million of costs for replacing
the client information  system and telephone  system),  of which the Company has
spent approximately $1.6 million as of March 31, 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
<PAGE>
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.  Although the Company's  products  include
          advisory  services on the Year 2000 issue itself,  and therefore could
          potentially increase business for the Company, such impacts can not be
          estimated by the Company at this time.  As such,  there remains a risk
          that a shift  in the  focus of  customers'  and  potential  customers'
          discretionary  IT spending could 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 March 31, 1999, the Company had over
          $35 million in marketable securities,  which are primarily invested in
          unsecured,  short- term investment  grade,  corporate debt instruments
          (commercial paper).  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 March 31,  1999,  the Company had over $31 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 and CD-ROM.  In the event of disruption of the other forms of
<PAGE>
          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  client
          information  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.

     o    In the event the  Company  is unable to  replace  the  existing  phone
          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 we approach the year 2000.



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 effect on the
<PAGE>
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

     Refer 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.

<PAGE>

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.  However,  the Company 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 6.  Exhibits and Reports on Form 8-K.
         --------------------------------
         (a)      Exhibits.
                  --------

         Exhibit
         Number           Description
         -------          -----------
          10.1            Employment agreement between META Group, Inc. and
                          Larry R. DeBoever dated as of October 15, 1996
          10.2            Promissory Note dated as of November 1, 1996 issued
                          by Larry R. DeBoever to META Group, Inc. in an
                          aggregate principal amount of $500,000
          10.3            Amended and Restated 1995 Employee Stock Purchase Plan
          11.1            Statement re computation of per-share earnings
          27.1            Financial Data Schedule

         (b)      Reports on Form 8-K.
                  -------------------
                  There were no reports on Form 8-K filed by the Company for the
                  quarter ended March 31, 1999.

<PAGE> 16


                                    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:  May 14, 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> 17


                                  EXHIBIT INDEX


                                                                    Sequentially
Exhibit                                                               Numbered
Number                             Description                          Page
--------- ----------------------------------------------------------- ----------
 10.1         Employment agreement between META Group,Inc. and            *
              Larry R. DeBoever dated as of October 15, 1996
 10.2         Promissory Note dated as of November 1, 1996 issued         *
              by Larry R. DeBoever to META Group, Inc. in an aggregate
              principal amount of $500,000
 10.3         Amended and Restated 1995 Employee Stock Purchase Plan      *
 11.1         Statement re computation of per-share earnings             19
 27.1         Financial Data Schedule                                     *


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

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


<PAGE> 18


   EXHIBIT 11.1


                                META Group, Inc.

                    EXHIBIT TO QUARTERLY REPORT ON FORM 10-Q

                   Computation of Net Income Per Common Share



                                                   For the three months ended
                                                             March 31,
---------------------------------------------------------------    -------------
                                                       1999             1998
                                                  -------------    -------------
Net income.......................................   $1,309,000       $1,648,000
                                                  =============    =============

Weighted average number of common and common 
equivalent shares outstanding:

      Average number of common shares
        outstanding during the period............   11,830,397       11,161,700

      Add common share equivalents - options
        to purchase common shares................    1,074,948        1,137,498
                                                  -------------    -------------
               Total.............................   12,905,345       12,299,198
                                                  =============    =============

Net income per diluted common share..............         $.10             $.13
                                                          =====            =====

Net income per basic common share................         $.11             $.15
                                                          =====            =====
<PAGE> 19