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                                   FORM 10-K/A
   
                              (AMENDMENT NO. 1)
    
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934
                   FOR THE FISCAL YEAR ENDED JUNE 30, 1997

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                     EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

           For the transition period from__________ to___________

                        Commission File Number   0-4096

                             COMSHARE, INCORPORATED

             (Exact name of registrant as specified in its charter)
<TABLE>
<S><C>

          MICHIGAN                                            38-1804887
 (State or other jurisdiction of                          (I.R.S. employer
 incorporation or organization)                         identification number)

               555 BRIARWOOD CIRCLE, ANN ARBOR, MICHIGAN 48108
            (Address of principal executive offices)  (Zip Code)


      Registrant's telephone number, including area code:  (313) 994-4800

       Securities registered pursuant to Section 12(b) of the Act:  None

     Securities registered pursuant to Section 12(g) of the Act: 
                                                                     Common Stock $1.00 Par Value
                                                                     Rights to Purchase Preferred Shares
</TABLE>

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

The aggregate market value of the Common Stock held by non-affiliates of the
Registrant as of August 29, 1997 based on $8.19 per share, the last sale price
for the Common Stock on such date as reported on the Nasdaq Stock Market -
National Market System, was approximately $77,668,000.

As of August 29, 1997 the Registrant had 9,871,773 shares of Common Stock
outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE
  
           Document                                    
Portions of Proxy Statement for the            Part of Form 10-K Report
1997 Annual Meeting of Shareholders            into which it is incorporated 
("The 1997 Proxy Statement")                              III


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        The registrant files this Form 10-K/A (Amendment No. 1) solely to
revise the Index to Exhibits and to refile Exhibits 23.01 and 99.00.
    






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                                  SIGNATURE



        Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.



Dated:  OCTOBER 1, 1997                 COMSHARE, INCORPORATED



                                By:     /s/ Kathryn A. Jehle
                                        --------------------
                                        Kathryn A. Jehle
                                        Senior Vice President,
                                        Chief Financial Officer,
                                        Treasurer and Assistant Secretary


    


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                               INDEX TO EXHIBITS

                                 

EXHIBIT NO.                       DESCRIPTION     

 3.01  Restated Articles of Incorporation of the Registrant, as amended -      
       incorporated by reference to Exhibit 3.02 to the Registrant's 10-K 
       Report for the fiscal year ended June 30, 1996.                        
                                                                              
 3.02  Bylaws of the Registrant, as amended - incorporated by reference to   
       Exhibit 3.02 to the Registrant's 10-K Report for the fiscal year ended
       June 30, 1995.                                                        
                                                                             
 4.01  Specimen form of Common Stock Certificate - incorporated by reference to
       Exhibit 4(c) to the Registrant's Form S-1 Registration Statement No.    
       2-29663.                                                                
       
   
 4.02* Credit agreement dated September 23, 1997 among Comshare, Incorporated,
       its Borrowing Subsidiary (as defined therein) and Harris Trust and 
       Savings Bank. 
    
       
 4.03  Rights Agreement, dated as of September 16, 1996, between Comshare,    
       Incorporated and KeyBank National Association, as Rights Agent - 
       incorporated by reference to Exhibit 2 to the Registrant's Registration
       Statement on Form 8-A, filed on September 17, 1996.                    

 4.04  Form of certificate representing Rights (included as Exhibit B to the  
       form of Rights Agreement filed as Exhibit 4.03).  Pursuant to the 
       Rights Agreement, Rights Certificates will not be mailed until after 
       the earlier of (i) the tenth business day (or such later date as may be
       determined by the Board of Directors, with the concurrence of a 
       majority of the Continuing Directors, prior to such time as any person 
       becomes an Acquiring Person) after the date of the commencement of, or 
       first public announcement of the intent to commence, a tender or 
       exchange offer by any person or group of affiliated or associated 
       persons (other than the Company or certain entities affiliated with or 
       associated with the Company), if, upon consummation thereof, such 
       person or group of affiliated or associated persons would be the 
       beneficial owner of 15% or more of such outstanding shares of common 
       stock - incorporated by reference to Exhibit 1 to the Registrant's 
       Registration Statement on Form 8-A, filed on September 17, 1996.     

10.01  Benefit Adjustment Plan of Comshare, Incorporated, effective June 1, 
       1986, as amended - incorporated by reference to Exhibit 10.20 to the 
       Registrant's Form 10-K Report for the fiscal year ended June 30, 1993.
                                                                             
10.02  Comshare, Incorporated 1988 Stock Option Plan, as amended - incorporated
       by reference to Exhibit 10.21 to the Registrant's Form 10-K Report for 
       the fiscal year ended June 30, 1990 and Exhibit 10.22 to the 
       Registrant's Form 10-Q Report for the quarter ended September 30, 1994. 

10.03  Amended and Restated Profit Sharing Plan of Comshare, Incorporated,    
       effective as of October 1, 1995 - incorporated by reference to Exhibit 
       4.1 to the Registrant's Form S-8 Registration Statement No. 33-65109.  

10.04  Rules of the Comshare Retirement and Death Benefits Plan for employees
       of the United Kingdom, effective January 1, 1991, as amended -        
       incorporated by reference to Exhibit 10.27 to the Registrant's Form 
       10-K Report for the fiscal year ended June 30, 1993.                   
                                                                              
   
10.05* Deed of Variation relating to the Comshare Retirement and Death Benefits
       Plan for employees of United Kingdom, dated July 30, 1997.              
    
       
10.06  Interim Trust Deed establishing the Comshare Money Purchase Plan for    
       employees of the United Kingdom, effective March 1, 1994 - incorporated
       by reference to Exhibit 10.08 to the Registrant's Form 10-K for the 
       fiscal year ended June 30, 1994                    

10.07  Employment and NonCompetition Agreement between Comshare, Incorporated 
       and T. Wallace Wrathall, effective as of April 1, 1994 - incorporated by
       reference to Exhibit 10.23 to the Registrant's Form 10-Q Report for the 
       quarter ended December 31, 1994.                                        
     
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10.08  Amended and Restated Employee Agreement between Comshare,Incorporated
       and Richard L. Crandall effective July 1, 1994, as amended -
       incorporated by reference to Exhibit 10.10 to the Registrant's Form 10-K
       for the fiscal year ended June 30, 1994.



10.09  Non-Competition Agreement between Comshare, Incorporated and Richard L.
       Crandall - incorporated by reference to Exhibit 10.11 of the
       Registrant's Form 10-K for the fiscal year ended June 30, 1994. 
       (Portions of this exhibit have been omitted and filed separately with
       the Securities and Exchange Commission pursuant to a request for
       confidential treatment pursuant to Rule 24b-2).

10.10  Letter Agreement from Comshare, Incorporated to Kathryn A. Jehle
       regarding terms of employment dated April 18, 1994 - incorporated by
       reference to Exhibit 10.12 to the Registrant's Form 10-K for the fiscal
       year ended June 30, 1994.

10.11  Description of Incentive Arrangements for certain executive officers for
       fiscal years 1994 and 1995-2000 - incorporated by reference to Exhibit 
       10.12 to the Registrant's Form 10-K Report for the fiscal year ended
       June 30, 1996.

10.12  Stock Option Agreement, effective as of March 10, 1997, between
       Comshare, Incorporated and Daniel T. Carroll - incorporated by
       reference to Exhibit 10.22 to the Registrant's Form 10-Q Report for the
       quarter ended  March 31, 1997.

10.13  Trust Agreement under the Benefit Adjustment Plan of Comshare,
       Incorporated, effective April 25, 1988, as amended - incorporated by
       reference to Exhibit 10.31 to the Registrant's Form 10-K Report for the
       fiscal year ended June 30, 1993.

10.14  Trust Agreement between Comshare, Incorporated and Vanguard
       Fiduciary for maintaining the Profit Sharing Plan of Comshare,
       Incorporated effective March 31, 1992, as amended - incorporated by
       reference to Exhibit 10.15 to the Registrant's Form 10-K for the fiscal
       year ended June 30, 1994.

10.15  1994 Executive Stock Purchase Program of Comshare, Incorporated -
       incorporated by reference to Exhibit 10.19 to the Registrant's Form
       10-Q Report for the quarter ended September 30, 1994.

10.16  Employee Stock Purchase Plan of Comshare, Incorporated - incorporated by
       reference to Exhibit 10.20 to the Registrant's Form 10-Q Report for the
       quarter ended September 30, 1994.

10.17  1994 Directors Stock Option Plan of Comshare, Incorporated -
       incorporated by reference to Exhibit 10.21 to the Registrant's Form
       10-Q Report for the quarter ended September 30, 1994.

   
10.18* Letter of understanding between Comshare, Incorporated and Steven J.
       Tonissen regarding employment termination dated August 4, 1997.

10.19* Agreement between Comshare, Incorporated and Dion T. O'Leary dated July
       9, 1997.

10.20* Letter agreement between Comshare, Incorporated and Geoffrey R. Cluett
       dated April 29, 1997 regarding term of employment and non-compete
       agreement.
    

10.21  Lease dated September, 1994, between Comshare, Incorporated, Tenant and
       MGI Holding, Inc., Landlord for office space located at 555 Briarwood
       Circle, Ann Arbor, Michigan 48108 - incorporated by reference to Exhibit
       10.18 to the Registrant's Form 10-Q Report for the quarter ended
       September 30, 1994.

10.22  Agreement between Taurusbuild Limited, Comshare and Svenska
       Handelsbanken related to the lease of office space for the Company's
       London office facility - incorporated by reference to Exhibit 10.17 of
       the Registrant's Form 10-K Report for the fiscal year ended June 30,
       1994.

10.23  Software License Agreement by and between Arbor Software Corporation and
       Comshare, Incorporated dated December 23, 1993 - incorporated by
       reference to Exhibit 10.20 to Amendment Number 3 to the Registrant's
       Form 10-K Report, filed November 8, 1995, for the fiscal year ended June
       30, 1995. (Portions

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         of this exhibit have been omitted and filed separately with the
         Securities and Exchange Commission pursuant to a request for
         confidential treatment pursuant to Rule 24b-2).

10.24    First Amendment to License Agreement by and between Arbor Software
         Corporation and Comshare, Incorporated dated March 1, 1994 -
         incorporated by reference to Exhibit 10.20 to the Registrant's Form
         10-K Report for the fiscal year ended June 30, 1995.  (Portions of
         this exhibit have been omitted and filed separately with the
         Securities and Exchange Commission pursuant to a request for
         confidential treatment pursuant to Rule 24b-2).

   
11.1*    Computation of per share earnings.

21.01*   Subsidiaries of the Registrant.

23.01**  Consent of Independent Public Accountants.

27.00*   Financial Data Schedule.

99.00**  Amended and Restated Profit Sharing Plan of Comshare, Incorporated,
         Form 11-K Annual Report - filed pursuant to Section 15(d) of
         the Securities Exchange Act of 1934 for the fiscal year ended June 30,
         1997.

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

*  Previously filed.

** Filed herewith.

    


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