<PAGE>   1
EXHIBIT 99.00







                       SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549





                                   FORM 11-K


     ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
[X]  1934 [FEE REQUIRED] FOR THE FISCAL YEAR ENDED JUNE 30, 1997


                                         OR


     TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934 [NO FEE REQUIRED] FOR THE TRANSITION PERIOD FROM _________________
[ ]  TO ____________________COMMISSION FILE NUMBER_____________________________

                 Profit Sharing Plan of Comshare, Incorporated

                            Full Title of the plan.





       Comshare, Incorporated, 555 Briarwood Circle, Ann Arbor, MI 48108


             Name of issuer of securities held pursuant to the plan
              and the address of its principal executive offices.


<PAGE>   2















                              PROFIT SHARING PLAN

                           OF COMSHARE, INCORPORATED

               FINANCIAL STATEMENTS AS OF JUNE 30, 1997 AND 1996

                  AND FOR THE THREE YEARS ENDED JUNE 30, 1997

                         TOGETHER WITH AUDITORS' REPORT


<PAGE>   3







                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS





To the Plan Administrator
     of the Profit Sharing Plan
     of Comshare, Incorporated:



We have audited the accompanying statements of net assets available for
benefits of the PROFIT SHARING PLAN OF COMSHARE, INCORPORATED (the "Plan") as
of June 30, 1997 and 1996, and the related statements of changes in net assets
available for benefits for the years ended June 30, 1997, 1996 and 1995.  These
financial statements and the schedules referred to below are the responsibility
of the Plan's management.  Our responsibility is to express an opinion on these
financial statements and schedules based on our audits.We conducted our audits
in accordance with generally accepted auditing standards.  Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We believe
that our audits provide a reasonable basis for our opinion.In our opinion, the
financial statements referred to above present fairly, in all material
respects, the net assets available for benefits of the Plan as of June 30, 1997
and 1996 and the changes in net assets available for benefits for the years
ended June 30, 1997, 1996 and 1995 in conformity with generally accepted
accounting principles.Our audits were made for the purpose of forming an
opinion on the basic financial statements taken as a whole.  The supplemental
schedules of assets held for investment purposes and reportable transactions
are presented for the purposes of additional analysis and are not a required
part of the basic financial statements but are supplementary information
required by the Department of Labor Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974.  The
supplemental schedules have been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, are fairly
stated, in all material respects, in relation to the basic financial statements
taken as a whole.



                                                     ARTHUR ANDERSEN LLP


Detroit, Michigan,
  September 19, 1997.









<PAGE>   4







                              PROFIT SHARING PLAN

                           OF COMSHARE, INCORPORATED

                  INDEX TO FINANCIAL STATEMENTS AND SCHEDULES







Statements of Net Assets Available for Benefits as of
June 30, 1997 and 1996


Statements of Changes in Net Assets Available for Benefits
for the Years Ended June 30, 1997, 1996 and 1995


Notes to Financial Statements


SCHEDULES

I.  Item 27a - Schedule of Assets Held
      for Investment Purposes as of June 30, 1997


II. Item 27d - Schedule of Reportable Transactions
      for the Year Ended June 30, 1997



<PAGE>   5

                             PROFIT SHARING PLAN
                          OF COMSHARE, INCORPORATED
                STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
                             AS OF JUNE 30, 1997

<TABLE>
<CAPTION>

                                                                                                       Vanguard  
                                   Vanguard       Vanguard    Vanguard     Vanguard    Vanguard    International 
                                Money Market-    Bond Index   Index 500   Wellington  U.S. Growth      Value     
                                Prime Portfolio     Fund      Portfolio      Fund      Portfolio     Portfolio   
                                --------------  -----------  -----------  ----------  -----------  ------------- 
<S>                            <C>              <C>          <C>          <C>         <C>          <C>  
RECEIVABLES:                                                                                                     
 Employer's contribution           $   60,999    $   26,017   $  137,162   $  47,505   $   64,742       $ 16,580 
 Participants' contributions           13,511         7,250       49,207      18,990       28,971          8,436 
 Accrued loan repayments                3,178           923        6,398       2,304        3,076            522 
                                   ----------    ----------  -----------  ----------   ----------     ---------- 
                                       77,688        34,190      192,767      68,799       96,789         25,538 
INVESTMENTS, at market:                                                                                          
 Registered Investment Companies    2,721,591     1,395,409   13,291,055   2,465,188    3,314,385        860,658 
 Company Stock Fund                        --            --           --          --           --             -- 
 Loans to participants                     --            --           --          --           --             -- 
                                   ----------    ----------  -----------  ----------   ----------     ---------- 
                                    2,721,591     1,395,409   13,291,055   2,465,188    3,314,385        860,658 
NET ASSETS AVAILABLE                                                                                             
 FOR BENEFITS                      $2,799,279    $1,429,599  $13,483,822  $2,533,987   $3,411,174       $886,196 
                                   ==========    ==========  ===========  ==========   ==========     ========== 

<CAPTION>                                  
                                      Comshare        Loan       1997
                                     Stock Fund       Fund       Total
                                     ----------    ----------  ----------
<S>                                 <C>            <C>         <C>
RECEIVABLES:                                    
 Employer's contribution               $  14,693   $      --   $   367,698
 Participants' contributions               8,476          --       134,841
 Accrued loan repayments                   1,725          --        18,126
                                      ----------   ---------   ----------- 
                                          24,894          --       520,665
INVESTMENTS, at market:                         
 Registered Investment Companies              --          --    24,048,286
 Company Stock Fund                    1,727,122          --     1,727,122
 Loans to participants                        --     718,567       718,567
                                      ----------   ---------   ----------- 
                                       1,727,122     718,567    26,493,975
NET ASSETS AVAILABLE                            
 FOR BENEFITS                         $1,752,016   $ 718,567   $27,014,640
                                      ==========   =========   ===========
</TABLE>


         The accompanying notes are an integral part of this statement.



<PAGE>   6

                             PROFIT SHARING PLAN
                          OF COMSHARE, INCORPORATED
                STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
                             AS OF JUNE 30, 1996

<TABLE>
<CAPTION>                                                                                                              
                                                                                                                       
                                  Vanguard         Vanguard          Vanguard           Vanguard          Vanguard     
                               Money Market-      Bond Index         Index 500         Wellington        U.S. Growth   
                              Prime Portfolio        Fund            Portfolio            Fund            Portfolio    
                              ----------------  ---------------  -----------------  ----------------  -----------------
<S>                           <C>               <C>              <C>                <C>               <C>              
RECEIVABLES:                                                                                                           
  Employer's contribution      $   56,579           $  55,851        $  256,124         $ 104,117         $   98,407      
  Participants' contributions      11,045               7,593            46,175            18,776             22,138      
  Accrued loan repayments           3,189               1,175             5,279             1,588              2,347      
                               ----------          ----------       -----------        ----------         ----------      
                                   70,813              64,619           307,578           124,481            122,892      
INVESTMENTS, at market:                                                                                                   
  Registered Investment         
    Companies                   3,065,717           1,687,144        10,395,281         2,309,281          2,999,767      
  Company Stock Fund                   --                  --                --                --                 --      
  Loans to participants                --                  --                --                --                 --      
                               ----------          ----------       -----------        ----------         ----------      
                                3,065,717           1,687,144        10,395,281         2,309,281          2,999,767      
NET ASSETS AVAILABLE                                                                                                      
 FOR BENEFITS                  $3,136,530          $1,751,763       $10,702,859        $2,433,762         $3,122,659      
                               ==========          ==========       ===========        ==========         ==========

<CAPTION>
                                  Vanguard
                               International
                                    Value           Comshare        Loan       1996
                                  Portfolio        Stock Fund       Fund       Total
                               ----------------  ---------------  --------  -----------
<S>                            <C>               <C>              <C>       <C>
RECEIVABLES:                 
  Employer's contribution       $   28,973        $  15,913        $     --   $  615,964
  Participants' contributions        8,019            4,274              --      118,020
  Accrued loan repayments              926              741              --       15,245
                                ----------       ----------        --------  -----------
                                    37,918           20,928                      749,229
INVESTMENTS, at market:      
  Registered Investment          
    Companies                    1,083,123               --              --   21,540,313
  Company Stock Fund                    --        3,960,341              --    3,960,341
  Loans to participants                 --               --         635,662      635,662
                                ----------       ----------        --------  -----------
                                 1,083,123        3,960,341         635,662   26,136,316
NET ASSETS AVAILABLE         
 FOR BENEFITS                   $1,121,041       $3,981,269        $635,662  $26,885,545
                                ==========       ==========        ========  ===========
</TABLE>


        The accompanying notes are an integral part of this statement.



<PAGE>   7


                             PROFIT SHARING PLAN
                          OF COMSHARE, INCORPORATED
          STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
                       FOR THE YEAR ENDED JUNE 30, 1997

<TABLE>
<CAPTION>

                                                                                                                   Vanguard   
                                              Vanguard         Vanguard     Vanguard     Vanguard     Vanguard   International
                                            Money Market-     Bond Index   Index 500    Wellington   U.S.Growth     Value     
INVESTMENT INCOME:                         Prime Portfolio       Fund      Portfolio       Fund       Portfolio   Portfolio   
                                         -------------------  ----------  ------------  -----------  -----------  ----------  
<S>                                      <C>                  <C>         <C>           <C>          <C>          <C>         
  Unrealized appreciation (depreciation)                                                                                      
    of investments                             $        --   $  13,776   $ 2,988,259   $  292,461    $ 486,517   $ (10,758)   
  Interest and dividend income                     158,926      99,058       257,917      180,140      260,689     188,680    
  Realized gain  (loss) on investments                  --       3,367       147,785       22,078       57,140     (59,278)   
                                               -----------  ----------   -----------   ----------   ----------  ----------    
                                                   158,926     116,201     3,393,961      494,679      804,346     118,644    
CONTRIBUTIONS:                                                                                                                
  Employer                                         109,690      59,534       321,794      111,672      152,579      41,359    
  Participants                                     193,117     114,355       715,440      279,178      442,913     136,118    
                                               -----------  ----------   -----------   ----------   ----------  ----------    
                                                   302,807     173,889     1,037,234      390,850      595,492     177,477    
LOAN ORIGINATIONS                                  (79,667)    (23,769)     (135,939)     (48,973)     (53,371)     (7,120)   
LOAN REPAYMENTS                                     77,471      19,113        95,655       36,872       42,061      18,271    
INTERFUND TRANSFERS, NET                           843,753    (422,305)     (363,905)    (449,832)     308,703    (199,170)   
DISTRIBUTIONS TO PARTICIPANTS                   (1,640,541)   (185,293)   (1,246,043)    (323,371)  (1,408,716)   (342,947)   
                                               -----------  ----------   -----------   ----------   ----------  ----------    
  Increase (Decrease) in Net Assets                                                                                           
   Available for Benefits                         (337,251)   (322,164)    2,780,963      100,225      288,515    (234,845)   

NET ASSETS AVAILABLE FOR                                                                                                      
 BENEFITS BEGINNING OF YEAR                      3,136,530   1,751,763    10,702,859    2,433,762    3,122,659   1,121,041    
                                               -----------  ----------   -----------   ----------   ----------  ----------    
NET ASSETS AVAILABLE FOR                                                                                                      
 BENEFITS END OF YEAR                          $ 2,799,279  $1,429,599   $13,483,822   $2,533,987   $3,411,174  $  886,196    
                                               ===========  ==========   ===========   ==========   ==========  ==========

<CAPTION>

                                            Comshare       Loan            1997
INVESTMENT INCOME:                         Stock Fund      Fund           Total
                                          ------------  ----------  ------------------
<S>                                       <C>           <C>         <C>
  Unrealized appreciation (depreciation)
   of investments                        $(1,581,935)  $      --         $ 2,188,320
  Interest and dividend income                    --      67,303           1,212,713
  Realized gain  (loss) on investments      (749,905)         --            (578,813)
                                         -----------   ---------         -----------
                                          (2,331,840)     67,303           2,822,220
CONTRIBUTIONS:                          
  Employer                                    22,063          --             818,691
  Participants                                89,656          --           1,970,777
                                         -----------   ---------         -----------
                                             111,719          --           2,789,468

LOAN ORIGINATIONS                            (58,658)    407,497                  --
LOAN REPAYMENTS                               34,110    (323,553)                 --
INTERFUND TRANSFERS, NET                     282,756          --                  --
DISTRIBUTIONS TO PARTICIPANTS               (267,340)    (68,342)         (5,482,593)
                                         -----------   ---------         -----------
  Increase (Decrease) in Net Assets     
   Available for Benefits                 (2,229,253)     82,905             129,095

NET ASSETS AVAILABLE FOR                
 BENEFITS BEGINNING OF YEAR                3,981,269     635,662          26,885,545
                                         -----------   ---------         -----------
NET ASSETS AVAILABLE FOR                
 BENEFITS END OF YEAR                    $ 1,752,016   $ 718,567         $27,014,640
                                         ===========   =========         ===========
</TABLE>


         The accompanying notes are an integral part of this statement.



<PAGE>   8


                             PROFIT SHARING PLAN
                          OF COMSHARE, INCORPORATED
          STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
                       FOR THE YEAR ENDED JUNE 30, 1996

<TABLE>
<CAPTION>

                                                                                                                   Vanguard
                                              Vanguard         Vanguard     Vanguard     Vanguard    Vanguard    International
                                           Money Market-     Bond Index   Index 500    Wellington  U.S.Growth       Value       
                                           Prime Portfolio       Fund      Portfolio       Fund      Portfolio     Portfolio    
                                          ----------------    ----------  ------------  ----------  -----------  -------------  
<S>                                       <C>                  <C>         <C>           <C>         <C>          <C>    
INVESTMENT INCOME:
 Unrealized appreciation (depreciation)                                                                                         
   of investments                           $       --         $ (30,758)  $ 1,674,861  $  196,661   $  472,563   $   10,636  
 Interest and dividend income                  178,792           107,802       219,446     120,986       82,532       95,269  
 Realized gain on investments                       --               937       141,928      47,203       31,118        5,530  
                                            ----------        ----------   -----------  ----------   ----------   ----------  
                                               178,792            77,981     2,036,235     364,850      586,213      111,435  
CONTRIBUTIONS:                                                                                                                
 Employer                                       97,516            95,724       434,895     180,635      156,646       56,055  
 Participants                                  242,547           166,416       587,678     265,954      238,877      109,048  
                                            ----------        ----------   -----------  ----------   ----------   ----------  
                                               340,063           262,140     1,022,573     446,589      395,523      165,103  
TRANSFER OF ASSETS FROM                                                                                                       
 OTHER PLANS                                        --                --            --          --           --           --  
LOAN ORIGINATIONS                              (67,911)          (36,006)      (93,771)    (28,087)     (28,488)      (7,880) 
LOAN REPAYMENTS                                 77,916            21,485       123,139      50,137       47,321       21,707  
INTERFUND TRANSFERS, NET                      (798,285)         (168,273)      845,839     152,052      569,951      (15,567) 
DISTRIBUTIONS TO PARTICIPANTS                 (392,844)          (63,287)   (1,309,944)   (475,426)    (106,104)     (56,811) 
                                            ----------        ----------   -----------  ----------   ----------   ----------  
 Increase (decrease) in Net Assets            (662,269)           94,040     2,624,071     510,115    1,464,416      217,987  
  Available for Benefits                                                                                                      
                                                                                                                              
NET ASSETS AVAILABLE FOR                                                                                                      
 BENEFITS BEGINNING OF YEAR                  3,798,799         1,657,723     8,078,788   1,923,647    1,658,243      903,054  
                                            ----------        ----------   -----------  ----------   ----------   ----------  
NET ASSETS AVAILABLE FOR                                                                                                      
 BENEFITS END OF YEAR                       $3,136,530        $1,751,763   $10,702,859  $2,433,762   $3,122,659   $1,121,041  
                                            ==========        ==========   ===========  ==========   ==========   ==========

<CAPTION>
                                            Comshare       Loan         1996
                                            Stock Fund     Fund        Total
                                           -----------  ----------  -----------
<S>                                        <C>           <C>         <C>
INVESTMENT INCOME:
 Unrealized appreciation (depreciation)   
  of investments                           $1,424,698   $      --   $ 3,748,661
 Interest and dividend income                      --      53,701       858,528
 Realized gain on investments                 177,244          --       403,960
                                           ----------   ---------   -----------
                                            1,601,942      53,701     5,011,149
CONTRIBUTIONS:                            
 Employer                                      18,778          --     1,040,249
 Participants                                  40,930          --     1,651,450
                                           ----------   ---------   -----------
                                               59,708          --     2,691,699
TRANSFER OF ASSETS FROM                   
 OTHER PLANS                                3,183,333          --     3,183,333
LOAN ORIGINATIONS                             (61,411)    323,554            --
LOAN REPAYMENTS                                 3,122    (344,827)           --
INTERFUND TRANSFERS, NET                     (585,717)                       --
DISTRIBUTIONS TO PARTICIPANTS                (219,708)    (11,190)   (2,635,314)
                                           ----------   ---------   -----------
 Increase (decrease) in Net Assets          3,981,269      21,238     8,250,867
  Available for Benefits                  
                                          
NET ASSETS AVAILABLE FOR                  
 BENEFITS BEGINNING OF YEAR                        --     614,424    18,634,678
                                           ----------   ---------   -----------
NET ASSETS AVAILABLE FOR                  
 BENEFITS END OF YEAR                      $3,981,269   $ 635,662   $26,885,545
                                           ==========   =========   ===========
</TABLE>


         The accompanying notes are an integral part of this statement.



<PAGE>   9

                             PROFIT SHARING PLAN
                          OF COMSHARE, INCORPORATED
          STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
                       FOR THE YEAR ENDED JUNE 30, 1995

<TABLE>
<CAPTION>
                                                                                                                  Vanguard
                                            Vanguard        Vanguard       Vanguard     Vanguard     Vanguard    International
                                          Money Market-    Bond Index     Index 500    Wellington   U.S.Growth     Value   
                                         Prime Portfolio      Fund        Portfolio       Fund       Portfolio   Portfolio   
                                         ---------------  -------------  ------------  -----------  -----------  ----------  
<S>                                      <C>             <C>          <C>           <C>         <C>          <C>    
INVESTMENT INCOME:
 Unrealized appreciation (depreciation)                                                                                  
  of investments                         $        --        $   76,028   $ 1,317,955   $  219,092   $  246,207   $ (26,308)     
 Interest and dividend income                215,539           107,263       207,110       75,542        9,333      42,870      
 Realized gain (loss) on investments              --            (3,635)      141,397       14,376       12,981     (19,061)     
                                         -----------        ----------   -----------   ----------   ----------   ---------      
                                             215,539           179,656     1,666,462      309,010      268,521      (2,499)     
CONTRIBUTIONS:                                                                                                                  
 Employer                                    146,227            87,651       321,337      129,416       89,099      54,274      
 Participants                                290,831           131,045       525,878      210,493      139,318     105,377      
                                         -----------        ----------   -----------   ----------   ----------   ---------      
                                             437,058           218,696       847,215      339,909      228,417     159,651      
                                                                                                                                
LOAN ORIGINATIONS                            (60,361)          (22,769)      (81,743)     (33,744)     (44,223)     (4,840)     
LOAN REPAYMENTS                              106,026            45,034       216,657       31,785       22,643      23,266      
INTERFUND TRANSFERS, NET                     (95,951)         (176,643)     (634,641)    (259,828)     724,844     442,219      
DISTRIBUTIONS TO PARTICIPANTS             (1,313,081)         (393,804)   (1,573,917)    (210,204)    (151,539)   (213,255)     
                                         -----------        ----------   -----------   ----------   ----------   ---------      
 Increase (decrease) in Net Assets          (710,770)         (149,830)      440,033      176,928    1,048,663     404,542      
  Available for Benefits                                                                                                        
                                                                                                                         
NET ASSETS AVAILABLE FOR                                                                                                 
 BENEFITS BEGINNING OF YEAR                4,509,569         1,807,553     7,638,755    1,746,719      609,580     498,512  
                                         -----------        ----------   -----------   ----------   ----------   ---------  
NET ASSETS AVAILABLE FOR                                                                                                    
 BENEFITS END OF YEAR                    $ 3,798,799        $1,657,723   $ 8,078,788   $1,923,647   $1,658,243   $ 903,054  
                                         ===========        ==========   ===========   ==========   ==========   =========  
                                                                                                                            
<CAPTION>
                                            Loan         1995
                                            Fund        Total
                                        ----------  ------------
<S>                                     <C>         <C>
INVESTMENT INCOME:
 Unrealized appreciation (depreciation)
  of investments                         $      --   $ 1,832,974
 Interest and dividend income               66,753       724,410
 Realized gain (loss) on investments            --       146,058
                                         ---------   -----------
                                            66,753     2,703,442
CONTRIBUTIONS:                         
 Employer                                       --       828,004
 Participants                                   --     1,402,942
                                         ---------   -----------
                                                --     2,230,946
LOAN ORIGINATIONS                          247,680            --
LOAN REPAYMENTS                           (445,411)           --
INTERFUND TRANSFERS, NET                        --            --
DISTRIBUTIONS TO PARTICIPANTS              (55,821)   (3,911,621)
                                         ---------   -----------
 Increase (decrease) in Net Assets        (186,799)    1,022,767
  Available for Benefits               
                                       
NET ASSETS AVAILABLE FOR               
 BENEFITS BEGINNING OF YEAR                801,223    17,611,911
                                         ---------   -----------
NET ASSETS AVAILABLE FOR               
 BENEFITS END OF YEAR                    $ 614,424   $18,634,678
                                         =========   ===========
</TABLE>


         The accompanying notes are an integral part of this statement.



<PAGE>   10


                              PROFIT SHARING PLAN

                           OF COMSHARE, INCORPORATED

                         NOTES TO FINANCIAL STATEMENTS



(1) DESCRIPTION OF THE PLAN

    The information discussed below is a summary only and reference should be
    made to the Profit Sharing Plan of Comshare, Incorporated (the "Plan") or
    inquiries made of the Plan Administrator for more complete information.

    (a) General

        The Plan is a defined contribution plan covering eligible employees of
        Comshare, Incorporated (the "Company").  The Plan provides retirement
        benefits and is subject to the provisions of the Employee Retirement
        Income Security Act of 1974 (ERISA).  The Company administers the Plan
        and pays all plan administration costs, including fees paid to the
        Trustee.  The operating expenses of the investment advisor are netted
        from the returns of the funds.

        The Employee Stock Ownership Plan (ESOP) of Comshare Incorporated was
        merged with the Plan effective October 1, 1995.  All of the assets of
        the ESOP which consisted primarily of Comshare common stock were
        transferred to the Plan and placed in the new Comshare Stock Fund.

    (b) Trustee and Investment Advisor

        As of June 30, 1997 the Plan held all investments with Vanguard 
        Fiduciary Trust Company (the "Trustee" and "Investment Advisor").

        In accordance with the Trust Agreement, the Trustee holds and
        administers the Plan's assets and executes transactions therewith for
        the purpose of providing benefits as described in the Plan agreement.
        The Investment Advisor executes all investment transactions.

    (c) Management Estimates

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


   (d)  Contributions

        The Plan provides for annual employer fixed contributions equal to 2%
        of eligible participants' compensation.  In addition, the Company may
        make discretionary contributions, the amount of which is determined by
        the Board of Directors.  There were no discretionary contributions in
        1997 or 1995.  The discretionary contributions in 1996 were $234,000.
        To qualify for such employer contributions for any given Plan year, a
        participant must be credited with 1,000 or more hours of service during
        the Plan year and be employed by the Company on the last day of the
        Plan year.












<PAGE>   11


                              PROFIT SHARING PLAN

                           OF COMSHARE, INCORPORATED

                         NOTES TO FINANCIAL STATEMENTS

                                  (continued)


        Participants may make before-tax contributions, subject to Internal
        Revenue Service limitations.  Participants are eligible for employer
        matching contributions equal to 50% of the participant's before-tax
        contributions up to 6% of their compensation.

    (e) Investment Options

        As of June 30, 1997 the investment options available to participants
        are as follows:  (1) Vanguard Money Market - Prime Portfolio, a money
        market fund, consisting of investments with maturities of one year or
        less; (2) Vanguard Bond Index Fund, an intermediate bond fund,
        consisting primarily of investments in U.S. Government and corporate
        bonds; (3) Vanguard Index 500 Portfolio, a diversified equity fund,
        consisting of investments in the stocks included in the Standard &
        Poors' 500 Index; (4) Vanguard Wellington Fund, a balanced fund,
        consisting of investments in both stocks and bonds; (5) Vanguard United
        States Growth Portfolio, a growth stock fund, consisting of investments
        in common stocks of companies with above-average growth potential; (6)
        Vanguard International Value Portfolio, an international equity fund,
        consisting of investments in stocks of companies based outside the
        United States; (7) Comshare Stock Fund, a fund investing in the common
        stock of Comshare, Inc.  There are no guaranteed rates of returns for
        these funds.

        Participants may change their investment election daily for new
        contributions or loans repaid to the Plan.  Contributions to the Plan
        are invested directly by the Trustee into the investment options based
        on participant elections.

    (f) Vesting and Eligibility

        All full-time employees and certain part-time employees are eligible to
        make employee before-tax contributions to the Plan at the beginning of
        the calendar quarter following the date of hire.  Eligible participants
        begin sharing in employer contributions after completing one year of
        service.  As of June 30, 1997 there were 332 active participants.

        Participants vest in employer discretionary contributions according to
        a seven year schedule.  Participants completing at least 1,000 hours of
        service in a given plan year are credited with an increase in vesting
        for such plan year.  Full vesting also occurs upon retirement at age
        65, or after death or total disability.  Employer matching
        contributions vest according to a seven year schedule for participants
        with targeted compensation greater than the social security wage base.
        All other participants are fully vested in employer matching
        contributions.

        Employee contributions and employer fixed contributions are always fully
        vested.



<PAGE>   12


                              PROFIT SHARING PLAN

                           OF COMSHARE, INCORPORATED

                         NOTES TO FINANCIAL STATEMENTS

                                  (continued)



    (g) Loans and Hardship Withdrawals

        The Plan provides for hardship withdrawals in certain circumstances and
        for loans to participants.  Loans are limited to 50% of a participant's
        vested balance, and bear interest comparable to competitive bank rates
        for loans of similar purpose.  Loans are repaid through payroll
        withholding, and typically mature within five years with a maximum
        maturity of twenty years.  A 10% excise tax is imposed upon hardship
        withdrawals.

    (h) Benefit Distributions

        Distribution of the vested amounts in a participant's account can be
        made upon termination of employment or upon retirement.  Benefits are
        paid, at the option of the participant, in a lump sum payment or in
        periodic payments of substantially equal amounts for a specified number
        of years, not to exceed ten.

    (i) Benefits Payable

        As of June 30, 1997 and 1996, the net assets available for benefits
        included $1,501,183 and $808,841, respectively, for benefits payable
        that were due but undistributed to participants as a result of
        termination of employment or retirement.  These amounts are shown as
        liabilities on Form 5500 and are the only reconciling item between the
        financial statements and Form 5500.

    (j) Allocation to Participants' Accounts

        The Trustee maintains the detailed accounts of the net assets available
        for benefits in the Plan.  The Trustee values the fund for each
        investment option at market value on a daily basis.  The net change in
        each fund's market value for the period is allocated to the accounts of
        participants within that fund in the same proportion that the balance
        of each participant's account bears to the total of the fund on the
        last day of the period.  Interest income on loans to participants is
        credited directly to the individual participant's account.  Company
        discretionary contributions and forfeitures are allocated to eligible
        participants' accounts in the same proportion that the participant's
        eligible compensation bears to the total eligible compensation of all
        participants for the year.

    (k) Plan Termination

        Although it has not expressed the intent to do so, the Company has the
        right to terminate the Plan subject to the provisions of ERISA.  In the
        event the Plan is terminated, the participants will become fully vested
        and will receive the balances in their individual accounts.

    (l) Federal Income Tax Status

        The Plan obtained its latest determination letter dated September 16,
        1996, in which the Internal Revenue Service stated that the Plan, as
        amended and restated effective July 1, 1994, was in compliance with the
        applicable requirements of the Internal Revenue Code (the "Code").

        The Plan has subsequently been amended and restated effective October
        1, 1995 to reflect the merger with the ESOP.   The Plan administrator
        is applying for a new determination letter.  The Plan administrator and
        the Plan's tax counsel believe that the Plan is currently designed and
        being operated in compliance with the applicable requirements of the
        Code.





<PAGE>   13







                              PROFIT SHARING PLAN

                           OF COMSHARE, INCORPORATED

                         NOTES TO FINANCIAL STATEMENTS

                                  (continued)

        Therefore, they believe that the Plan was qualified and the related 
        trust was tax-exempt as of the financial statement date.

    (m) Forfeitures

        Non-vested account balances of terminated employees are forfeited at
        the end of the quarter following the date of termination.  Forfeitures
        were $33,657, $62,517 and $26,714 for the years ended June 30, 1997,
        1996 and 1995, respectively.  Forfeitures are allocated on a pro-rata
        basis to remaining participants.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    (a) Basis of Accounting

        The financial statements have been prepared on the accrual basis of
        accounting.

    (b) Investments

        Investment transactions are recorded by the Trustee on a trade date
        basis.  Investments are stated in the Statement of Net Assets Available
        for Benefits at market value.  Realized gains and losses on sale of
        investments and unrealized appreciation (depreciation) of investments
        are computed based on the difference between the market value of the
        investments at the beginning of the year, or at the time of purchase if
        acquired during the year, and the market value of investments when sold
        or at Plan year end.

(3) REPORTABLE TRANSACTIONS

    Transactions, or a series of transactions, in excess of 5% of Net Assets
    Available for Benefits at the beginning of the Plan year are reportable
    transactions under the provisions of ERISA.  A list of such transactions is
    included in Schedule II.

(4) SUBSEQUENT EVENTS

    As of September 19, 1997, the Company's stock was trading at $8.375 per
    share compared to $12.375 per share at June 30, 1997.  The investments in
    the Comshare Stock Fund consist primarily of the Company's stock which is
    valued in the accompanying Statement of Net Assets Available for Benefits at
    the June 30, 1997 share price.





<PAGE>   14


                                                                     SCHEDULE I

                              PROFIT SHARING PLAN
                           OF COMSHARE, INCORPORATED
                            EIN: 38-1804887 PN: 001
                         ITEM 27a - SCHEDULE OF ASSETS
                HELD FOR INVESTMENT PURPOSES AS OF JUNE 30, 1997



<TABLE>
<CAPTION>
                                   (c) Description of Investment
 (a)    (b) Identity of Issue,        Including Maturity Date,                       (e)
          Borrower, Lessor,        Rate of Interest, Collateral,        (d)        Current
           or Similar Party            Par or Maturity Value           Cost         Value
      --------------------------  --------------------------------  -----------  -----------
<S>   <C>                         <C>                               <C>          <C>
      MUTUAL FUNDS:

 *    Vanguard Group               2,721,591 units of Money         $ 2,721,591  $ 2,721,591
                                   Market - Prime Portfolio

 *    Vanguard Group               118,923 units of Bond              1,390,869    1,395,409
                                   Index Fund

 *    Vanguard Group               160,656 units of Index             7,890,905   13,291,055
                                   500 Portfolio

 *    Vanguard Group               84,831 units of Wellington         1,949,000    2,465,188
                                   Fund

 *    Vanguard Group               118,923 units of U.S. Growth       2,423,066    3,314,385
                                   Portfolio

 *    Vanguard Group               28,536 units of International        873,067      860,658
                                   Value Portfolio

 *    Vanguard Group               279,922 units of Comshare Stock    1,445,860    1,727,122
                                   Fund                             -----------  -----------
                                   
      Total Mutual Funds                                             18,694,358   25,775,408
                                                                    -----------  -----------

      LOANS:

      Loans to plan participants   Interest rates range                 718,567      718,567
                                   from 6.5% to 12.25%;             -----------  -----------
                                   maturing through December, 2016

           TOTAL INVESTMENTS                                        $19,412,925  $26,493,975
                                                                    ===========  ===========
</TABLE>


* Represents a party-in-interest

<PAGE>   15



                                                                     SCHEDULE II


                             PROFIT SHARING PLAN
                          OF COMSHARE, INCORPORATED
                          EIN:  38-1804887  PN:  001
                ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
                       FOR THE YEAR ENDED JUNE 30, 1997

<TABLE>
<CAPTION>
       (a)                                 (b)                                 (c)               (d)              (g)    
Identity of Party                     Description of                         Purchase          Selling          Cost of  
    Involved                              Asset                               Price             Price            Asset   
-----------------  ----------------------------------------------------  ----------------  ---------------  -------------
<S>                <C>                                                   <C>               <C>              <C>          
 Vanguard Group    104 purchases of shares of Vanguard                         $2,571,862         N/A              N/A   
                   Money Market - Prime Portfolio                                                                        
 Vanguard Group    90 purchases of shares of Vanguard Index                     2,805,964         N/A              N/A   
                   500 Portfolio                                                                                         
 Vanguard Group    70 purchases of shares of Vanguard U.S.                      1,987,883         N/A              N/A   
                   Growth Portfolio                                                                                      
 Vanguard Group    57 purchases of shares of  Vanguard Wellington Fund            845,236         N/A              N/A   
 Vanguard Group    74 purchases of shares of Comshare Stock Fund                2,275,493         N/A              N/A   
 Vanguard Group    76 sales of shares of Vanguard Money                               N/A  $2,915,987       $2,915,987   
                   Market - Prime Portfolio                                                                              
 Vanguard Group    74 sales of shares of Vanguard Index 500 Portfolio                 N/A   3,046,225        2,312,463   
 Vanguard Group    57 sales of shares of Vanguard U.S. Growth Portfolio               N/A   2,216,922        1,881,112   
 Vanguard Group    57 sales of shares of Vanguard Wellington Fund                     N/A   1,003,868          873,768   
 Vanguard Group    91 sales of shares of Comshare Stock Fund                          N/A   2,176,872        1,624,391   
                                                                                                                         

<CAPTION>
                           (h)                                  
                      Current Value                             
                       of Asset on               (i)            
                     Transaction Date          Net Gain         
                   --------------------  --------------------   
<S>               <C>                   <C>
 Vanguard Group        $2,571,862                   N/A
                                         
 Vanguard Group         2,805,964                   N/A
                                 
 Vanguard Group         1,987,833                   N/A
                                 
 Vanguard Group           845,236                   N/A
 Vanguard Group         2,275,493                   N/A
 Vanguard Group         2,915,987                    --
                                                           
 Vanguard Group         3,046,225              $733,762
 Vanguard Group         2,216,922               335,810
 Vanguard Group         1,003,868               130,100
 Vanguard Group         2,176,872               552,481
</TABLE>


<PAGE>   16




                   Consent of Independent Public Accountants

As independent public accountants, we hereby consent to the incorporation  by
reference of our report on the June 30, 1997 financial statements of the Profit
Sharing Plan of Comshare, Incorporated dated September 19, 1997, included in
this Form 11-K into the Company's previously filed Form S-8 and S-3
registration statements (File No. 33-6730, File No. 33-9755-3, File No.
33-28437, File No. 33-27002, File No. 33-37564, File No. 33-85720, File No.
33-87706, File No. 33-87708, File No. 33-86908 and File No. 33-65109).



                                                        Arthur Andersen LLP

Detroit, Michigan
  September 19, 1997.