SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ------------------------

                                   FORM 10-KSB

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999

                          Commission File No.: 0-26192

                           CODA MUSIC TECHNOLOGY, INC.
           (Name of Small Business Issuer as specified in its charter)

          Minnesota                                         41-1716250
(State or other jurisdiction of                           (IRS Employer
incorporation or organization)                          Identification Number)

               6210 Bury Drive, Eden Prairie, Minnesota 55346-1718
               (Address of principal executive offices)(Zip Code)

         Issuer's telephone number, including area code: (952) 937-9611

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

Securities registered pursuant to Section 12(g) of the Exchange Act:Common Stock

Check whether the Issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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

Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained herein, and will not be contained, to the best of
Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [X]

Issuer's revenues for its most recent fiscal year:  $6,356,136

The aggregate market value of the Common Stock held by nonaffiliates of the
Registrant as of March 13, 2000 was approximately $27,804,696 based upon the
closing price of the Registrant's Common Stock on such date.

There were 6,355,359 shares of Common Stock outstanding as of March 13, 2000.
 .
                            ------------------------

                       DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Annual Report to Shareholders for the fiscal year
ended December 31, 1999 are incorporated into Part II and portions of the
Registrant's definitive Proxy Statement for its 2000 Annual Meeting are
incorporated by reference into Part III.

Transitional Small Business Disclosure Format (check one).  Yes       No  X


<PAGE>
                                     PART I


ITEM 1.  DESCRIPTION OF BUSINESS

General

         Coda Music Technology, Inc. ("Coda" or the "Company") develops and
markets proprietary music technology products designed to enhance music learning
and composition, increase productivity and make practicing and performing music
fun. Since 1988, the Company and its predecessor have marketed the award-winning
Finale(R) music notation family of software products which eliminate the
restrictiveness and tedium of music notation and have established the Company as
a leader in this market. In June 1994, the Company introduced the Vivace(R)
system, currently called SmartMusic Studio(TM), an innovative musical
accompaniment system that responds to the musician in real-time. For students,
educators, adult music hobbyists, professional musicians and composers in the
approximately $6 billion music products industry, Coda's innovative products
provide easy to use, efficient alternatives to traditional practice, education
and composition techniques.

Coda Strategy

         Coda's goal is to become the leading provider of music education
services and content for significant Internet sites that wish to attract and
retain active music makers. Throughout the 1990s Coda developed music
technologies and content designed to enhance the music-making experiences of
students, teachers, hobbyists and professionals. These Coda assets, which are
currently being made ready for Internet deployment, include the following:
         o        Music notation technology, used by the largest music
                  publishers in the world, expertly formats music notation on
                  screen and paper and can also deliver sheet music
                  electronically over the Internet.
         o        Over 5,000 music accompaniment titles in a wide range of
                  musical genres and skill levels ranging from beginner to
                  professional.
         o        Intelligent Accompaniment(R) technology that listens to solo
                  vocalists or instrumentalists and follows their spontaneous
                  tempo changes in a manner similar to a human accompanist.
         o        Pitch recognition technology that translates audio data from a
                  microphone into musical data in real time.
         o        Software synthesis technology that uses only the computer's
                  processing power to play music, no additional hardware or
                  soundcards required.

         Coda is combining these technologies to create compelling online music
making and music education experiences that will be as useful and instructive as
they are fun and entertaining.

Products

    SmartMusic Studio

         The SmartMusic Studio (formerly Vivace) technology is currently offered
in a CD-ROM format, with optional hardware accessories available to enable the
technology to work on slower computers. The prototype technology upon which the
SmartMusic Studio system is based was patented by Carnegie Mellon University and
licensed to the Company. Coda then significantly enhanced the prototype
technology with its own proprietary technology and additional patented features,
producing a marketable product.

         The Intelligent Accompaniment software allows the user to start playing
at any point in a musical piece, repeat difficult-to-play segments, change
instrumentation and adjust the degree to which the accompaniment follows the
musician. In addition, the musician can control tempo and reverb, transpose the

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music into any key, play with or without repeats and designate sections of the
music to cut. With a feature called "Remember Tempos," the system can adjust the
accompaniment to handle even the most extreme interpretation of a passage where
there is little input, or few notes, from the musician. The products also
feature warm-up exercises for vocalists, the ability to tap in tempo changes
with variations in speed, and the ability to insert breath marks and cues to
wait for a particular tone. These "variables" can be saved with the music,
creating a personally customized version of the accompaniment.

         The Company's Intelligent Accompaniment technology is available for 17
standard band instruments, such as flutes, clarinets, saxophones, trumpets,
trombones and tubas; in 1996, it also became available for vocal applications.

    SmartMusic Accompaniments

         The sale of a single SmartMusic Studio system has the ability to
generate multiple and ongoing sales of repertoire as musicians build their own
library of accompaniments. The accompaniment delivery system consists of a
computer floppy disk. The accompaniment computer floppy disk will only work with
the Company's SmartMusic Studio system and has been specially designed by the
Company to protect against illegal duplication. A typical accompaniment computer
floppy disk retails for $24.95 and usually contains more than one musical
accompaniment.

         Coda has entered into license agreements with top music publishers
including Hal Leonard Publishing Corporation and Warner Bros. Publications Inc.
These license agreements allow the Company to produce synthesized versions of
musical arrangements for use with the SmartMusic Studio system. The Company's
royalty arrangements range from payments of $.75 per accompaniment SKU to five
percent of the suggested retail price of the accompaniment SKU. Coda has also
received the exclusive rights from certain major publishers to all solo
classical works for voice, wind, brass, percussion, string and keyboard for the
purpose of musical accompaniment products which respond in real-time to the
musician.

         Coda has created over 5,000 individual classical and jazz
accompaniments contained on approximately 500 computer floppy disks for its
SmartMusic Intelligent Accompaniment product as well as accompaniments for the
Belwin 21st Century Elementary Band Methods I, II and III. The Company made its
accompaniment selection based on a review of the most frequently performed
titles in state academic solo contests as well as popular titles of sheet music
sold at retail. These accompaniments vary in complexity from easy to challenging
and cover a broad range of musical genres for almost all band instruments and
voices. The Company intends to use its relationships with key publishers and
other sources to select the most popular titles for development as
accompaniments for SmartMusic Studio products. Further, the Company plans to
expand its library of accompaniments to cover a broad spectrum of music genres,
instruments and skill levels.

    Finale

         Coda is a market leader in music notation software with its Finale
family of products for use with Macintosh(R) and Windows(R) PC operating
systems. Music notation software enables a musician to enter musical data into a
computer using either the computer keyboard, a MIDI equipped electronic music
keyboard or other MIDI equipped instruments and contemporaneously display the
data on a computer screen as a musical score. The dramatic improvements in speed
and flexibility provided by programs like Finale software have made such
software the dominant method for composers, arrangers, publishers and music
teachers to create printed music.

         The Finale product is among those products generally recognized as one
of the most powerful and comprehensive notation software products in the world.
Finale music notation software products retail for $545. Finale software is
differentiated from other music notation software by its breadth and depth of

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features, including patented capabilities such as its "hyperscribe" feature.
Hyperscribe(TM) allows users to freely play music with varying tempos via a MIDI
keyboard while the software interpolates the rhythms and accurately notates the
music in real time.

         Coda also produces an Academic/Theological Edition of the Finale
product that is sold exclusively to schools, schoolteachers, college students
and churches at a suggested retail price of $275. This edition has also been a
key source of revenue and registered user base growth for the Company and it
represents a market that is continually being replenished with new student
users.

         Product manuals are currently available in German, French, Italian,
Dutch and Japanese. The Company believes the international market is a key
growth opportunity as computer penetration increases worldwide. International
revenues, primarily from the sale of Finale products, represented 18.2% and
15.2% of 1999 and 1998 revenues, respectively.

   Finale Allegro

         The Company introduced the Finale Allegro(R) product, a value version
of the powerful Finale music notation software product, in 1993. The Finale
Allegro music notation software product retails for $199 and contains a subset
of the notation tools contained in the Finale product. The Company released
Allegro 98 in 1998, the first update since the product was first developed. With
extensive MIDI capabilities, Allegro is targeted to an audience that may not
read music but needs to create "lead sheets" for other musicians, and is
therefore known as, "The MIDI User's choice for music notation." The Allegro
2000 upgrade was introduced in February 2000, and is capable of exchanging files
with both Finale 2000 and PrintMusic! 2000.

   Finale PrintMusic!

         The Company introduced the Finale PrintMusic!(TM) product for Windows
in April 1999, an entry-level powerful music notation software product. The
PrintMusic! music notation software product retails for $69.95 and contains a
subset of the notation tools contained in the Finale and Finale Allegro
products. The PrintMusic! product allows the Company to offer an entry-level
product to the retail customer, thereby expanding the base of registered users
and increasing the potential for sales of notation software upgrades. Upgraded
to Finale PrintMusic! 2000 in November 1999, as a platform hybrid for Macintosh
and Windows, this product is targeted to a broader audience in the education and
general consumer marketplace.

   Intonation Trainer

         The Company introduced Intonation Trainer in February 2000 at a retail
price of $149.95. Intonation Trainer is an easy, yet powerful program that
actually teaches woodwind and brass students how to play in tune by listening
for and eliminating intonation beats within intervals and chords.

Marketing, Sales and Distribution

         In late 1998 the Company hired a VP of Marketing and Sales and
realigned its sales and marketing staff to present a more cohesive approach to
the marketing of all of its products.

         SmartMusic Studio products are currently being sold through domestic
and international distributors. Distributors service the music instrument
retailers, college bookstore and educational software markets. The Company is
also selling SmartMusic Studio products directly on the Web and through its
customer service department. Finale products are sold through distributors,
music instrument retailers, mail order software retailers, and computer dealers.
Finale upgrades were sold on the Web for the first time in 1999.

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         The Company believes it can significantly build on its Finale, Finale
Allegro and Print Music! software business by continuously expanding the
installed base of users and regularly providing them with upgrades, broadening
retail distribution, producing additional international versions of the products
and establishing the products as a means for electronic transmission of music.
The Company introduced Finale upgrades on both the Windows platform and
Macintosh platform in each of the last five years. The Company also introduced
the first upgrade for Finale Allegro in 1998 and Print Music! in 1999.

         A key marketing strategy of the Company is to introduce both the
SmartMusic Studio and Finale products to students as they learn so they are more
likely to continue to make music and use the product during their lives. To
improve its position in the education market, the Company introduced a
low-priced Finale Academic Edition for students and teachers, added an on-campus
direct seller network, developed product lab packs consisting of five copies of
the Finale product sold at a reduced price per copy and in 1999 introduced site
licenses, which allow schools and universities to cost-effectively bring Finale
music notation software products into their curriculum.

         Coda currently sells its products in over 30 countries around the
world. The products are distributed by leading music software distributors in
each of the international markets who are responsible for sales, marketing and
technical support.

Product Development

         During 1999 and 1998, the Company incurred $1,341,166 and $1,657,213 in
product development expenses. The Company intends to continue to expand its
current product offerings by developing products for new applications and
markets.

    SmartMusic Studio

         In 1999, SmartMusic Studio was given a new look and feel to its user
interface. This new look was developed not only to increase the usefulness and
attractiveness of the product, but also to make SmartMusic Studio ready to be
deployed on the Internet.

    SmartMusic Accompaniments

         Accompaniment development in 1999 focused on 1) the development of band
method music for young students published by Warner Bros. and 2) the addition of
difficult music often used by college-level students. These advanced titles
included popular opera arias for soprano, mezzo-soprano, tenor and baritone
voices.

         In the first part of 2000, development will focus on accompaniments for
basic skill development exercises. These include scales, arpeggios and other
technical exercises, all of which are much more fun to practice when played with
accompaniment.

         In general, the Company plans to continue adding to the existing
accompaniment catalog, creating additional accompaniments and generally
broadening the accompaniment library to include other musical genres. SmartMusic
Accompaniment development has limited risk and short development cycles that
typically range from one month to four months. The Company has established an
expertise in accompaniment development by creating procedures to synthesize
classical music and mark music sequences. Additionally, the Company has
automated some of the process and developed a technical specification that is
used to standardize both quality and process. Unlike a game manufacturer, which
must continually invent new games, the Company need only look to the most
popular titles in the large and growing supply of musical compositions to
develop additional SmartMusic accompaniments.

    Finale

         To maintain its leadership position in the music notation marketplace,
over the past five years Coda has focused its continuous improvement efforts on

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developing upgrades of the Finale product on a regular basis for the Macintosh
and Windows platforms. The Company expects to make annual releases of such
upgrades. After an announcement of an upgrade release, but prior to the actual
release, purchasers of a Finale product are offered this upgrade at no charge
for a limited period of time. Other Finale users are required to purchase the
upgrade product at prices ranging from $79.95 to $149.95.

         In addition, the Company will continue to explore adapting its Finale
products to allow online viewing, customizing and transmission of musical
scores. Electronic music transmission would be used by music publishers or
distributors to electronically transmit scores in Finale file format to
customers who would be able to view the music, customize it, then purchase and
print the score. The Company believes that the use of the Finale file format as
the standard for electronic music distribution may increase demand for the
Finale products. Although a product that may be used for such a purpose is not
yet in commercial production, the Company has a beta version of such product,
which the Company is currently demonstrating to key publishers to obtain market
feedback. The Company believes the cost of developing a commercially viable
product is within its product development budget.

    Finale Allegro and PrintMusic!

         In 1998 the Company released the first upgrade of the Finale Allegro
product. In 1999 the Company released PrintMusic!, an entry-level notation
product. Both Allegro and PrintMusic! are based on Finale.

    Intonation Trainer

         In early 2000 the Company released Intonation Trainer, a product
designed to help school band directors teach their students to play better in
tune. The Company intends to continue developing music education products with
its proprietary music technologies.

Competition

         The Company knows of no other musical accompaniment product for band
instruments and vocalists that responds to the musician with the exception of In
Concert(TM) by Cakewalk, which is an interactive product for MIDI keyboards. The
Company expects that SmartMusic products will also compete with conventional
music accompaniment products by Music Minus One by MMO Music Group, Inc. and MTS
120 by Roland Corporation. These products offer students the ability to play
along with prerecorded songs. They differ from the SmartMusic Studio product in
that they do not automatically adjust in real-time to the musician's changes in
tempo. The Company believes its SmartMusic system is unique because this product
listens to wind instruments and voice. In addition, Coda sells accompaniments,
while competitors sell only the applications. However, there can be no assurance
that competitors will not enter the market.

         The notation market is highly competitive and continues to have
established competitors such as Cakewalk and G-Vox and new products are
continually being announced and introduced by companies such as NoteHeads
Musical Expert Systems and Sibelius Software LTD.

         Principal competitive factors in marketing the Company's SmartMusic and
Finale products include product features, quality, brand recognition, ease of
use, merchandising, access to distribution channels, retail shelf space and
price. The Company believes it competes effectively in these areas. To the
extent that competitors achieve significant advantages in performance, price or
other selling advantages, the Company could be adversely affected. There can be
no assurance that the Company will have the resources to respond to market or
technological changes, or to compete successfully in the future. Some of the
companies with which the Company may compete have significantly greater
financial and other resources than the Company. In addition, increasing
competition in the music software market could cause prices to fall, which could
adversely affect the Company's business, operating results and financial
condition.

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Patents

         The Company has licensed, on a worldwide basis for the life of the
patent, from Carnegie Mellon University ("CMU") the use of the U.S. patent which
covers the automated accompaniment that listens to and follows tempo changes
from a live performance. The Company has further developed this technology and
patented additional features. The Company has obtained five patents, in addition
to the CMU patent, that protect improvements to the user control of the
software, certain aspects of the repertoire file which enhance the following
capabilities of the software, enhancements to the following algorithm,
accompaniment controls and repertoire data files and miscellaneous interface
features of the product. As a result of the additional patented features
developed by the Company and the ability of the Company to develop an extensive
library of repertoire over the next several years, the Company does not believe
that it will be materially adversely affected by the expiration of the CMU
patent in 2005.

         The Company's Finale product is covered by three separate patents which
protect the data structure, the ability to enter music into the product by
tapping tempo with a pedal device or computer keyboard, and the method of
automatically assigning guitar fingerboards to a notated chord. These patents
are licensed from Wenger Corporation on a royalty-free, exclusive, worldwide
basis for the life of the patents.

Trademarks

         The Company owns the registered trademarks in the United States for
Coda(R), Finale(R), Finale Allegro(R), The Art of Music Notation(R), Vivace(R),
Intelligent Accompaniment(R), Intelligent Accompanist(R) and Personal
Accompanist(R). In addition, the names Coda and Finale have been protected in
some foreign countries. The Company has applied for trademark registration in
the U.S. for the name Practice Studio(TM), SmartMusic(TM), SmartMusic
Studio(TM), SmartMusic Accompaniments(TM), Hyperscribe(TM), Finale
PrintMusic!(TM) and Intonation Trainer(TM). In addition, this report contains
references to trademarks owned by third parties.

Manufacturing

         Printing of user manuals and packaging and manufacture of related
materials are performed to the Company's specifications by outside
subcontractors. Currently BBI Computer Systems, Inc. ("BBI") provides key-disk
protection for accompaniment products. While BBI is not the only seller of copy
disk protection, the Company has a significant investment in incorporating their
protection mechanism into the accompaniment product inventory. No other products
are vendor specific. The Company currently uses Advanced Duplication Services,
Inc. to perform standard copying and assembling services, including copying the
accompaniment floppy disks and other product software CD-ROM disks, and
assembling the product manuals, disks and other product literature into
packages.

Employees

         As of December 31, 1999, the Company employed 45 full-time employees.
Of these, 11 served in the product and repertoire development area, 8 in product
testing and end-user support, and 23 in administrative and sales-related
activities. The Company believes that its relations with its employees are good.
None of the Company's employees are covered by a collective bargaining
agreement. In addition, the Company relies on independent contractors to develop
its repertoire. The Company has had no difficulty contracting with these
individuals and believes that its relationships are good. Should the Company
have difficulty securing the services of such persons in the future, it could
adversely affect operations.

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CAUTIONARY STATEMENTS

         The Company wishes to caution investors that the following important
factors, among others, in some cases have affected and in the future could
affect the Company's actual results of operations and cause such results to
differ materially from those anticipated in forward-looking statements made in
this document and elsewhere by or on behalf of the Company. Forward-looking
statements provide current expectations or forecasts of future events and can be
identified by the use of terminology such as "believe," "estimate," "expect,"
"intend," "may," "could," "will," and similar words or expressions. The
Company's forward-looking statements generally relate to its growth strategy,
financial results, product development and sales efforts. Forward-looking
statements cannot be guaranteed and actual results may vary materially due to
the uncertainties and risks, known and unknown, associated with such statements.
The Company undertakes no obligations to update any forward-looking statements.

Internet and Strategies. The Company is expending significant dollars on its
Internet strategies, some of which are dependent on obtaining licenses from
publishers. No assurance can be given that this strategy will be achievable and,
if achieved, profitable.

Distribution and Sales Level Issues. The Company's initial Vivace product was
introduced in 1994, and new Vivace products (renamed SmartMusic Studio) were
introduced in 1997 and 1998 but the Company has achieved only limited sales of
these products. Initial distribution was aimed primarily at schools and made
through a network of band and orchestral instrument dealers. More recently, the
Company has also made SmartMusic Studio (formerly Vivace) sales through catalog
companies and direct sales through the Company's web site (www.codamusic.com).
The Company expanded and utilized new methods of distribution during 1998. No
assurance can be given that sales of SmartMusic Studio products will achieve
significantly higher levels.

Additional Capital. The Company believes that existing cash and proceeds from
line of credit borrowings, together with funds generated from the sale of
products, will be sufficient to fund its possible capital expenditure, product
development and working capital requirements through 2000. Any significant
change in the Company's product development plans or marketing and distribution
methods would require additional capital. If the Company does determine in the
future to seek additional capital through a new line of credit, asset-based
lending or the sale of equity, no assurance can be given that such capital will
be available or available on terms favorable to the Company. The sale of equity
interests would dilute the ownership of current shareholders.

New Product Development. Additional development work is required to increase the
breadth of the Company's repertoire for SmartMusic Studio products. The Company
plans to develop new training and assessment products using technologies
developed while producing Finale and SmartMusic Studio. The Company continues to
explore the possibilities in using Finale to develop the ability to sell sheet
music which can be downloaded by the consumer via the Internet and change clef
and key as desired. The Company is also exploring the possibilities of using
SmartMusic Studio to develop the ability to provide music education options via
the Internet. No assurance can be given that the Company's timetable for any of
these development plans will be achieved, that sufficient development resources
will be available or that development efforts will be successful.

Dependence on Accompaniment Sales and Development. The Company's future success
is highly dependent on its ability to obtain significant ongoing accompaniment
sales. The Company has entered into license agreements with leading music
publishers, which provide the Company with access to certain musical titles for
accompaniment development. While the Company believes that its relationships
with these publishers are good, there can be no assurance that the Company will
be able to maintain these relationships or make satisfactory arrangements to
receive access to additional styles of music in a timely manner. Although the
loss of a license arrangement with any one publisher would not have a materially
adverse effect on the Company's operations, the lack of a sufficient number and
variety of musical arrangements would greatly limit the Company's ability to
market its SmartMusic products.

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Operating Losses. For the year ended December 31, 1999, the Company incurred a
net loss of $455,612 and since inception has an accumulated deficit of
$11,208,281.

Dependence on Key Personnel. The Company is highly dependent on a limited number
of key management and technical personnel, including software programmers who
are in limited supply in the current labor market. The Company's future success
will depend, in part, on its ability to attract and retain highly qualified
personnel. There can be no assurance that the Company will be successful in
hiring or retaining qualified personnel. The loss of key personnel, or inability
to hire and retain qualified personnel, could have an adverse effect on the
Company's business, financial condition and results of operations. The Company
does not have key-person life insurance on any of its key personnel.

Fluctuations in Operating Results. The Company does not have a significant
history of sales of its SmartMusic Studio products. Sales of Finale products
historically fluctuated with higher sales levels achieved following the release
of product upgrades. The Company believes that its results of operations may
fluctuate as a result of the purchasing cycle of the education market and the
timing of releases of new products and product upgrades.

Competition. While competition for the SmartMusic Studio products is limited,
there can be no assurance that others, such as large electronic and musical
instrument manufacturers, will not enter this market. Competition in the sale of
music notation products such as Finale and Finale Allegro occurs principally on
the basis of price, features and ease of use. Some of the companies with which
the Company may compete have significantly greater financial and other resources
than the Company.

Dependence on Suppliers. The Company is dependent on certain suppliers for
delivery of components and assembly of its SmartMusic products. While the
Company believes that alternative suppliers are available, any interruption of
supply from current vendors could cause significant delays in the shipment of
such products.

Proprietary Technology. The Company is dependent on proprietary technology. A
number of patents have been issued to or licensed by the Company. There can be
no assurance that the Company's proprietary technology will provide it with
significant competitive advantages, that other companies will not develop
substantially equivalent technology or that the Company will be able to protect
its patented and nonpatented technologies. The Company could incur substantial
costs in seeking enforcement of its patents or in defending itself against
patent infringement claims by others. The Company is not aware of any patents
held by others that would prohibit the use of technology currently used by the
Company. Further, there can be no assurance that the Company will be able to
obtain or maintain patent protection in the markets in which it intends to offer
products.

The Company notes these factors as permitted by the Private Securities
Litigation Reform Act of 1995. It is not possible to foresee or identify all
factors that could cause actual results to differ from expected or historic
results. As such, investors should not consider any list of such factors to be
an exhaustive statement of all risks, uncertainties or potentially inaccurate
assumptions.


ITEM 2.  DESCRIPTION OF PROPERTY

         The Company leases approximately 12,150 square feet of office and
warehouse space at 6210 Bury Drive, Eden Prairie, Minnesota 55346, for current
annual net rent of approximately $110,000. This lease expires in November 2000.

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ITEM 3.  LEGAL PROCEEDINGS

         The Company is not a party to any litigation and is not aware of any
threatened litigation that would have a material adverse effect on its financial
condition or results of operations.


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

         Not applicable.


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                                    PART II.

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         The information required by Item 5 is incorporated herein by reference
to the section entitled "Common Stock Price Ranges" which appears in the
Registrant's 1999 Annual Report to Shareholders.


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         The information required by Item 6 is incorporated herein by reference
to the section entitled "Management's Discussion and Analysis of Financial
Condition and Results of Operations" which appears in the Company's 1999 Annual
Report to Shareholders.


ITEM 7.  FINANCIAL STATEMENTS

         The information required by Item 7 is incorporated herein by reference
to the Financial Statements, Notes thereto and Reports of Independent Public
Accountants thereon which appear in the Company's 1999 Annual Report to
Shareholders.

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                                    PART III

ITEM     9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

         The names and ages of the executive officers of the Company and their
positions and offices presently held are as follows:

Name                  Age                  Position
----                  ---                  --------
John W. Paulson       52    Chief Executive Officer and Chairman of the
                            Board of Directors

Barbara S. Remley     48    Chief Financial Officer, Treasurer and
                            Secretary

Mark E. Dunn          50    Senior Vice President of Product Development

Glenna A. Dibrell     49    Vice President of Marketing and Sales

         John W. Paulson has been Chief Executive Officer and Chairman of the
Board of Directors of Coda since December 1990. From 1982 to 1990, Mr. Paulson
was Chairman of Springboard Software, Inc., a publicly held company he founded
to develop and market educational and consumer software products. Springboard
was subsequently purchased by Spinnaker Software Corp. Prior to founding
Springboard, Mr. Paulson was a public school music teacher for nine years during
which time he taught band, keyboard and electronic music classes. He has a
Master of Arts in Music Education from the Eastman School of Music, is a
published composer, and has performed as a professional musician for over ten
years. Mr. Paulson has served on the Board of Directors of the National
Association of Music Merchants ("NAMM") and the St. Paul Chamber Orchestra.

         Barbara S. Remley has been Chief Financial Officer of Coda since May
1998. In 1997 and 1998 Ms. Remley consulted for various entities. From 1992 to
1997, Ms. Remley held various titles including President, Chief Operating
Officer and Chief Financial Officer of Garment Graphics, Inc., a designer,
marketer and distributor of licensed sports apparel, which filed a Chapter 11 in
1997 and was subsequently converted to a Chapter 7. She also has ten years of
public accounting experience with Ernst & Young (formerly Ernst & Ernst).

         Mark E. Dunn has been Senior Vice President of Product Development of
Coda since October 1991. For nine years prior to joining the Company, Mr. Dunn
was Vice President of Product Development for Springboard Software, Inc. and
then Spinnaker Software Corp. upon its acquisition of Springboard.

          Glenna A. Dibrell has been Vice President of Marketing and Sales of
Coda since November 1998. In 1997 and 1998 Ms. Dibrell owned a strategic
consulting business working with Eagle River Interactive (now Agency.com) and
3M. From 1994 to 1997 Ms. Dibrell was Vice President-Management Supervisor at
Martin/Williams. Prior to that she held key executive positions with top
marketing agencies and specialized in response marketing; and served in key
marketing positions for major retailers.

         The information required by Item 9 relating to directors and compliance
with Section 16(a) of the Exchange Act is incorporated herein by reference to
the sections labeled "Election of Directors" and "Section 16(a) Beneficial
Ownership Reporting Compliance" which appear in the Company's definitive Proxy
Statement for its 2000 Annual Meeting of Shareholders.

                                       12
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

         The information required by Item 10 is incorporated herein by reference
to the section labeled "Executive Compensation" which appears in the Company's
definitive Proxy Statement for its 2000 Annual Meeting of Shareholders.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The information required by Item 11 is incorporated herein by reference
to the sections labeled "Principal Shareholders and Management Shareholdings"
which appear in the Company's definitive Proxy Statement for its 2000 Annual
Meeting of Shareholders.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The information required by Item 12 is incorporated by reference to the
section labeled "Certain Transactions" which appears in the Company's definitive
Proxy Statement for its 2000 Annual Meeting of Shareholders.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits.

         See "Exhibit Index" immediately following the signature page of this
Form 10-KSB.

                                       13

<PAGE>
                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant has caused this Report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                    CODA MUSIC TECHNOLOGY, INC.

Dated:  March 24, 2000              By:  s/John W. Paulson
                                    John W. Paulson, Chief Executive Officer

         In accordance with the Exchange Act, this Report has been signed by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.

                               (Power of Attorney)

         Each person whose signature appears below constitutes and appoints JOHN
W. PAULSON and BARBARA S. REMLEY as true and lawful attorneys-in-fact and
agents, each acting alone, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments to this Annual Report on Form 10-KSB and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, each acting alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all said attorneys-in-fact and agents,
each acting alone, or his substitute or substitutes, may lawfully do or cause to
be done by virtue thereof.

Signature and Title                                  Date
-------------------                                  ----
s/ John W. Paulson                                   March 24, 2000
John W. Paulson, Chairman of the Board
and Chief Executive Officer
(principal executive officer)

s/ Barbara S. Remley                                 March 24, 2000
Barbara S. Remley, Chief Financial Officer
(principal financial and accounting officer)

s/ Timothy M. Heaney                                 March 24, 2000
Timothy M. Heaney, Director

s/ Gordon F. Stofer                                  March 24, 2000
Gordon F. Stofer, Director

s/ Larry A. Pape                                     March 24, 2000
Larry A. Pape, Director

s/ Benson K. Whitney                                 March 24, 2000
Benson K. Whitney, Director

                                       14

<PAGE>

                           CODA MUSIC TECHNOLOGY, INC.
                                EXHIBIT INDEX FOR
                        FORM 10-KSB FOR 1999 FISCAL YEAR


 Exhibit
 Number                               Description
 ------                               ------------

3.1      Restated Articles of Incorporation--incorporated by reference to
         Exhibit 3.1 to the Registrant's Form SB-2 Registration Statement, Reg.
         No. 33-92212C

3.2      Bylaws--incorporated by reference to Exhibit 3.2 to the Registrant's
         Form SB-2 Registration Statement, Reg. No. 33-92212C

10.1     Lease dated October 23, 1992 between the Registrant and Jorandcor,
         Inc.--incorporated by reference to Exhibit 10.1 to the Registrant's
         Form SB-2 Registration Statement, Reg. No. 33-92212C

10.2*    1992 Stock Option Plan--incorporated by reference to Exhibit 10.3 to
         the Registrant's Form SB-2 Registration Statement, Reg. No. 33-92212C

10.3     License Agreement dated June 10, 1992 between the Registrant and
         Carnegie Mellon University, including Amendments 1 and 2--incorporated
         by reference to Exhibit 10.11 to the Registrant's Form SB-2
         Registration Statement, Reg. No. 33-92212C

10.4     License Agreement dated December 31, 1992 between the Registrant and
         Wenger Corporation--incorporated by reference to Exhibit 10.12 to the
         Registrant's Form SB-2 Registration Statement, Reg. No. 33-92212C

10.5*    Form of Nonqualified Stock Option Agreement for Options Granted Outside
         the 1992 Stock Option Plan--incorporated by reference to Exhibit 10.13
         to the Registrant's Form SB-2 Registration Statement, Reg. No.
         33-92212C

10.6     Educational Software Distribution Agreement dated July 26, 1991 between
         the Registrant and The Douglas Stewart Company--incorporated by
         reference to Exhibit 10.17 to the Registrant's Form SB-2 Registration
         Statement, Reg. No. 33-92212C

10.8     Amendment No. 3 to License Agreement between the Registrant and
         Carnegie Mellon University dated August 28, 1996 -- incorporated by
         reference to Exhibit 10-QSB for the quarter ended September 30, 1996

10.9     Second Amendment to Lease by and between Jorandcor, Inc. and the
         Registrant--incorporated by reference to Exhibit 10.14 to the
         Registrant's Form 10KSB for the year ended December 31, 1997

10.10    Amendment No. 4 to License Agreement between the Registrant and
         Carnegie Mellon University dated December 30, 1998--incorporated by
         reference to Exhibit 10.10 to the Registrant's Form 10-KSB for the year
         ended December 31, 1998

                                       15

<PAGE>



10.11    Loan Agreement dated February 14, 1999 between the Registrant and
         Riverside Bank--incorporated by reference to Exhibit 10.11 to the
         Registrant's Form 10-KSB for the year ended December 31, 1998

10.12    Amendment dated February 14, 2000 to Loan Agreement dated February 14,
         1999 between the Registrant and Riverside Bank

13       Portion of Annual Report to Shareholders for fiscal year ended December
         31, 1999 incorporated herein by reference

23.1     Consent of McGladrey & Pullen LLP, independent public accountants

24       Power of Attorney (included on the "Signatures" page of this Form
         10-KSB)

27       Financial Data Schedule

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

*        Indicates a management contract or compensatory plan or arrangement
         required to be filed as an exhibit to this Form 10-KSB.

                                       16