<PAGE>
                                 United States
                      Securities and Exchange Commission
                            Washington, D.C.  20549
                                       
                                       
                                   FORM 10-Q

/X/ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the Period Ended July 31, 1998.

/ / Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the Transition Period from ______________________ to
_________________________.

Commission file number   0-24201
                       ------------------

                            Carreker-Antinori, Inc.
-------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)


             Delaware                                   75-1622836
-------------------------------------------       -----------------------------
     (State or other jurisdiction of                   (IRS Employer
      incorporation or organization)                    Identification No.)


     14001 N. Dallas Parkway, #1100
     Dallas, Texas                                       75240-7304
-------------------------------------------       -----------------------------
     (Address of principal executive office)           (Zip Code)
                                       
                                (972) 458-1981
-------------------------------------------------------------------------------
             (Registrant's telephone number, including area code)


-------------------------------------------------------------------------------
     (Former name, former address and former fiscal year, if changed since 
      last report)
                                       

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 periods that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes _X_ No ___


Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.

Common Stock, $.01 Par Value --- 16,424,030 shares as of July 31, 1998.

<PAGE>

                            CARREKER-ANTINORI, INC.
                                       
                                     INDEX
<TABLE>
<CAPTION>
PART I     FINANCIAL INFORMATION                                            PAGE
                                                                            ----
<S>        <C>                                                              <C>
   Item 1  Financial Statements
          
           Condensed Consolidated Balance Sheets
           at January 31, 1998, and July 31, 1998                             3

           Condensed Consolidated Statements of Operations
           for the three months and six months ended July 31, 1997
           and July 31, 1998                                                  4

           Condensed Consolidated Statements of Cash Flows
           for the six months ended July 31, 1998                             5
 
           Notes to Condensed Consolidated Financial Statements               6

   Item 2  Management's Discussion and Analysis of Financial Condition and
           Results of Operations                                              7

   Item 3  Quantitative and Qualitative Disclosures about Market Risk        13

PART II OTHER INFORMATION

   Item 1. Legal Proceedings                                                 13

   Item 2. Changes in Securities and Use of Proceeds                         13

   Item 3. Defaults Upon Senior Securities                                   13

   Item 4. Submission of Matters to a Vote of Security Holders               14

   Item 5. Other Information                                                 14

   Item 6  Exhibits and Reports on Form 8-K                                  14

SIGNATURES                                                                   14
</TABLE>

<PAGE>

PART I  FINANCIAL INFORMATION

   ITEM 1.  FINANCIAL STATEMENTS

                            CARREKER-ANTINORI, INC.
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                (IN THOUSANDS)

<TABLE>
<CAPTION>
               ASSETS                                 January 31,      July 31,
                                                         1998            1998 
                                                                     (Unaudited)
                                                      -----------    -----------
<S>                                                   <C>            <C>
CURRENT ASSETS:
       Cash and cash equivalents                         $  1,975       $ 35,201
       Accounts receivable, net                            12,755         18,392
       Inventory                                               26             10
       Income tax receivable                                  199           ----
       Prepaid expenses                                       646            896
       Other assets                                          ----             95
       Deferred income taxes                                  546            477
                                                      -----------     -----------
           Total current assets                            16,147         55,071

Furniture, equipment, and leasehold improvements, net       1,580          2,151
Software costs capitalized, net                             2,263          2,823
Other assets                                                  329            126
                                                      -----------     -----------
           Total assets                                 $  20,319      $  60,171
                                                      -----------     -----------
                                                      -----------     -----------

     LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
       Accounts payable                                  $  2,036       $  1,832
       Accrued compensation and benefits                    1,652            403
       Other accrued expenses                                 849            804
       Taxes payable                                         ----            719
       Deferred revenue                                     4,176          3,586
                                                      -----------     -----------
           Total current liabilities                        8,713          7,344
 Deferred income taxes                                        982          1,129
 Common Stock subject to put                                2,000           ----
                                                      -----------     -----------
           Total liabilities                               11,695          8,473
                                                      -----------     -----------
STOCKHOLDERS' EQUITY:
       Preferred Stock, $.01 par value, 
         2,000 shares authorized, none issued                ----           ----
       Common Stock, $.01 par value, 100,000 shares
         authorized, 12,007 and 16,801 shares
         issued, respectively                                 120            168
       Additional paid-in capital                           2,078         42,937
       Less treasury stock, at cost:
             367 and 377 shares, respectively               (510)          (518)
       Deferred compensation                                (754)          (628)
       Retained earnings                                    7,690          9,739
                                                      -----------     -----------
           Total stockholders' equity                       8,624         51,698
                                                      -----------     -----------
           Total liabilities and stockholders' equity   $  20,319      $  60,171
                                                      -----------     -----------
                                                      -----------     -----------
</TABLE>

                            See accompanying notes.

                                       3

<PAGE>

                            CARREKER-ANTINORI, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)
                   (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>                                             
                                                             Three Months Ended            Six Months Ended
                                                                  July 31,                     July 31,
                                                          ----------------------        ----------------------
                                                            1997           1998           1997           1998
                                                          -------        -------        -------        -------
<S>                                                       <C>            <C>            <C>            <C>
REVENUES:
        Consulting and management service fees            $ 6,777        $ 6,589        $10,916        $11,603
        Software license fees                               1,163          3,800          2,424          6,946
        Software maintenance fees                             899          1,076          1,732          2,024
        Software implementation fees                        1,135          2,031          2,095          2,942
        Hardware sales                                        906            184          1,227            422
                                                          -------        -------        -------        -------
                      Total revenues                       10,880         13,680         18,394         23,937

COSTS OF REVENUES:
        Consulting and management service fees              3,116          3,905          5,893          7,549
        Software license fees                                 258            247            485            503
        Software maintenance fees                             426            476            752            884
        Software implementation fees                          945          1,104          1,670          1,645
        Hardware sales                                        810            132          1,059            297
                                                          -------        -------        -------        -------
                      Total cost of revenues                5,555          5,864          9,859         10,878
                                                          -------        -------        -------        -------
Gross profit                                                5,325          7,816          8,535         13,059
                                                          -------        -------        -------        -------

OPERATING COSTS AND EXPENSES:
        Selling, general and administrative                 2,809          4,133          5,251          7,633
        Research and development                              497          1,189          1,070          2,342
                                                          -------        -------        -------        -------
                     Total operating costs and expenses     3,306          5,322          6,321          9,975

Income from operations                                      2,019          2,494          2,214          3,084

Other income (expense)                                         13            193             62            203
                                                          -------        -------        -------        -------
Income before provisions for income taxes                   2,032          2,687          2,276          3,287
Provision for income taxes                                    817            998            915          1,238
                                                          -------        -------        -------        -------
Net income                                               $  1,215       $  1,689       $  1,361       $  2,049
                                                          -------        -------        -------        -------

Basic earnings per share                                  $  0.11        $  0.11        $  0.12        $  0.15
                                                          -------        -------        -------        -------
Diluted earnings per share                                $  0.09        $  0.10        $  0.11        $  0.14
                                                          -------        -------        -------        -------

Shares used in computing basic earnings per share          11,546         15,283         11,394         13,389
Shares used in computing diluted earnings per share        12,910         16,496         12,817         14,999
</TABLE>


                             See accompanying notes.


                                       4

<PAGE>

                             CARREKER-ANTINORI, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                                     Six Months Ended
                                                                                          July 31, 
                                                                                   ---------------------
                                                                                       1997         1998
                                                                                   --------     --------
<S>                                                                                <C>          <C>
OPERATING ACTIVITIES:
     Net Income                                                                    $  1,361     $  2,049
     Adjustments to reconcile net income to net cash 
       used in operating activities:
         Amortization of capitalized software                                           320          221
         Depreciation                                                                   271          601
         Amortization of deferred compensation                                         ----          126
         Deferred income taxes                                                          381          216
         Changes in assets and liabilities:
               Accounts receivable                                                   (5,094)      (5,637)
               Inventory                                                                184           16
               Prepaid expenses and other                                               (54)        (142)
               Accounts payable and accrued expenses                                   (206)      (1,498)
               Taxes payable                                                           ----          918
               Deferred revenue                                                         996         (590)
                                                                                   --------     --------
                  Net cash used in operating activities                              (1,841)      (3,720)

INVESTING ACTIVITIES:
   Purchase of furniture, equipment and
      leasehold improvements                                                           (521)      (1,172)
   Capitalized software costs                                                        (1,056)        (781)
                                                                                   --------     --------
                  Net cash used in investing activities                              (1,577)      (1,953)

FINANCING ACTIVITIES:
        Purchase of treasury stock                                                       (1)          (8)
        Proceeds from sale of stock (net)                                                72       35,838
        Proceeds from stock options exercised                                           159        3,069
        Proceeds from borrowing                                                         307           --
                                                                                   --------     --------
                  Net cash provided by financing activities                             537       38,899
                                                                                   --------     --------

Net increase (decrease) in cash and cash equivalents                                 (2,881)      33,226
Cash and cash equivalents at beginning of period                                      3,443        1,975
                                                                                   --------     --------
Cash and cash equivalents at end of period                                         $    562     $ 35,201
                                                                                   --------     --------
                                                                                   --------     --------
Supplemental cash flow information:
    Cash paid for interest                                                         $     16     $     26
                                                                                   --------     --------
    Cash paid for income taxes                                                     $    768     $    101
                                                                                   --------     --------
                                                                                   --------     --------
</TABLE>

                            See accompanying notes.

                                       5

<PAGE>

                            CARREKER-ANTINORI, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

PART I

  1. BASIS OF PRESENTATION

          The accompanying unaudited condensed consolidated financial
     statements reflect, in the opinion of management, all adjustments
     (consisting only of normal, recurring adjustments) necessary to present
     fairly the financial position, results of operations and cash flows of the
     Company.  Certain information and footnote disclosures normally included
     in financial statements prepared in accordance with generally accepted
     accounting principles have been condensed or omitted pursuant to rules and
     regulations promulgated by the Securities and Exchange Commission. These
     statements should be read in conjunction with the audited financial
     statements and notes thereto for the years ended January 31, 1996, 1997,
     and 1998 included in the Company's Prospectus, dated May 20, 1998 on file
     with the Commission.  The results of operations for the interim periods
     shown herein are not necessarily indicative of the results to be expected
     for any future interim period or for the entire year.
     
          The Company adopted Statement of Position No. 97-2, "Software Revenue
     Recognition" (SOP 97-2) for all software license transactions entered into
     by the Company subsequent to January 31, 1998.  The adoption of SOP 97-2
     did not have a material impact on the Company's revenues and earnings for
     the three month and six month periods ended July 31, 1998.

  2. CASH AND CASH EQUIVALENTS

          The Company considers all highly liquid investments with maturities 
     of three months or less from the original purchase date to be cash 
     equivalents. At July 31, 1998, cash equivalents consisted principally of 
     highly liquid debt securities of corporations and municipalities.

  3. EARNINGS PER SHARE
  
          Basic earnings per share is computed by using the weighted average
     number of shares of common stock outstanding during each period.  Diluted
     earnings per share is computed using the weighted average number of shares
     of common stock outstanding during each period, and common equivalent
     shares consisting of stock options (using the treasury stock method).
     
          The following table sets forth the computation of basic and diluted
     earnings per share for the three months and six months ended July 31, 1997
     and 1998 (in thousands, except per share amounts):

<TABLE>
<CAPTION>
                                                           Three Months Ended            Six Months Ended
                                                                July 31,                      July 31,
                                                        ---------------------        -----------------------
                                                           1997          1998            1997           1998
                                                        --------      -------        --------       --------
    <S>                                                 <C>           <C>            <C>            <C>
     Basic earnings per share:
             Net income                                 $  1,215       $  1,689       $  1,361       $  2,049
             Weighted average shares outstanding          11,546         15,283         11,394         13,389
     
                    Basic earnings per share            $   0.11       $   0.11       $   0.12       $   0.15
                                                        --------       --------       --------       --------
                                                        --------       --------       --------       --------
     Diluted earnings per share:
             Net income                                 $  1,215       $  1,689       $  1,361       $  2,049
             Weighted average shares outstanding          11,546         15,283         11,394         13,389
             Assumed conversion of employee 
               stock options                               1,364          1,213          1,423          1,610
                                                        --------       --------       --------       --------
             Shares used in diluted earnings per 
               share calculation                          12,910         16,496         12,817         14,999
                                                        --------       --------       --------       --------

     
                    Diluted earnings per share          $  0 .09       $  0.10         $  0.11       $   0.14
                                                        --------       --------       --------       --------
                                                        --------       --------       --------       --------
</TABLE>

                                       6

<PAGE>


4.   CREDIT ARRANGEMENTS

          The Company has a revolving credit agreement ("the Revolving Credit
     Agreement") with a bank which expired on July 1, 1998 but has been
     extended by the bank for a sixty day period pending renewal of the
     agreement.  The maximum amount of borrowings allowed under the Revolving
     Credit Agreement is $3.0 million against which no borrowings were
     outstanding as of July 31, 1998.  Borrowings under the Revolving Credit
     Agreement bear interest at the prime lending rate (8.5% at July 31, 1998).

5.   MANAGEMENT SERVICES
  
          For the three month and six months ended July 31, 1997 and July 31, 
     1998, the Company recognized revenue for management services in the 
     following amounts:
          
<TABLE>
<CAPTION>
                                                          Three Months Ended             Six Months Ended
                                                                July 31                       July 31
                                                         --------------------          --------------------
                                                         1997            1998          1997            1998
                                                         ----            ----          ----            ----
    <S>                                               <C>            <C>            <C>             <C>
     Infiteq, LLC (1)                                 $  100,000     $  342,500     $  244,178      $  848,600
     Payment Solutions Network, Inc.                     302,835        415,322        624,015         787,673
     Electronic Check Clearing House Org.                255,514        250,448        491,465         528,657
</TABLE>

     (1)  Includes $112,500 and $480,500 for the three months and six months
          respectively ended July 31, 1998 for management services performed 
          in prior periods.
     
          The Company held receivables at July 31 in the following amounts:
   
<TABLE>
<CAPTION>
                                                        Accounts Receivable
                                                              July 31,
                                                      -------------------------
                                                         1997           1998
                                                      ---------      ----------
<S>                                                   <C>            <C>
     Infiteq, LLC                                     $  78,583      $  156,639
     Payment Solutions Network, Inc.                    618,255         443,109
     Electronic Check Clearing House Org.               289,995         466,424
</TABLE>

6.   INITIAL PUBLIC OFFERING AND MERGER

          On May 19, 1998, the Commission declared effective the Company's
     Registration Statement on Form S-1 to sell 5,100,000 defined in MD&A as
     "IPO" shares of the Company's Common Stock through an initial public
     offering (the Offering).  Of the shares offered, 3,650,000 shares were
     sold by the Company and 1,450,000 shares were sold by certain selling
     stockholders.  The shares were offered by an underwriting group managed by
     BancAmerica Robertson Stephens, Hambrecht & Quist LLC, and Lehman Brothers
     Inc. after giving affect to the deduction of underwriting discounts and to
     other  offering expenses, the Company generated net proceeds of
     $35,837,373 from the IPO, which it intends to use for working capital and
     other general corporate purposes, as well as possible strategic alliances
     and acquisitions.
     
          Subsequent to January 31, 1998, the Company's Board of Directors and
     Shareholders authorized the merger of Carreker-Antinori, a Texas
     corporation ("Carreker-Antinori, Texas") into the Company.  The merger was
     effected through the conversion of each outstanding share of Class A
     voting Common Stock of Carreker-Antinori, Texas into 7.7 shares of Common
     Stock of the Company.  Additionally, all options and rights to acquire
     shares of Class A and Class B Common Stock of Carreker-Antinori, Texas
     were converted into rights to acquire shares of Common Stock of the
     Company on a basis consistent with the Common Stock conversion ratio.  The
     accompanying financial statements reflect the merger and resulting change
     in capitalization as all share and per share amounts have been
     retroactively restated to reflect the merger.
     
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS  OF OPERATIONS

  OVERVIEW

          The Company, founded in 1978, is a leading provider of integrated
     consulting and software solutions that enable banks to increase their
     revenues, reduce their costs and enhance their delivery of customer
     services.  In February 1997, the Company acquired Antinori Software, Inc.,
     and through that acquisition, the Company was able to significantly
     enhance its portfolio of software products.


                                       7

<PAGE>

          MARKETS:  A substantial majority of the Company's revenues are
     generated from contracts with Tier I Banks (bank holding companies with
     assets over $50 billion) and Tier II Banks (bank holding companies and
     independent banks with assets of between $5 billion and $50 billion).  The
     Company also targets smaller bank holding companies and independent banks
     with assets of between $550 million and $5 billion.

          SOURCE OF REVENUES:  The Company derives its revenues from consulting
     and management service fees, software license fees, software maintenance
     and implementation fees and hardware sales.  While many customer contracts
     provide for both the performance of consulting services and the license of
     related software, some customer contracts require only the performance of
     consulting services, or only a software license (and, at the election of
     the customer, related implementation services and/or annual software
     maintenance services).  The Company enters into these contracts with its
     customers on a project-by-project basis.  The Company also derives
     management service fees from the performance of comprehensive management
     services for  the Electronic Check Clearing House Organization  ("ECCHO"),
     Payment Solutions Network, Inc. ("PSN"), and INFITEQ, LLC. ("INFITEQ").

          PRODUCTS AND SERVICES:  The Company's services and technology
     applications fall into five categories:  1) Revenue Enhancement Solutions
     - designed to quickly increase a bank's revenues through improved
     operational work-flows, pricing structures and liquidity and cash
     management, 2) Payment Systems, and 3) Payment Electronification Solutions
     - are both designed to reduce check-processing costs through procedural
     and technological improvements and reduced check fraud and other risks of
     loss, 4) Enabling Technologies Solutions - converting leading-edge
     technologies and ideas into practical banking solutions, and 5) Management
     Services - providing  management services for three banking organizations
     - ECCHO, PSN, and INFITEQ.   The Company's solutions are sold
     individually, or complementary solutions may be sold together (similarly,
     software products may be sold individually or as part of a product suite).

          PRICING METHODS AND REVENUE RECOGNITION:  The Company employs varying
     pricing methods for each of its four sources of revenue, resulting in a
     number of different revenue recognition practices.  Consulting and
     management services are priced on (i) a time and materials basis (revenue
     is recognized as the services are performed), (ii) a fixed-price basis
     (revenue is recognized on a percentage-of-completion basis) and (iii) on a
     value-priced basis.  In the case of value-priced contracts, the Company is
     paid, on an agreed upon basis with the customer, either a specified
     percentage of the projected increased revenues or decreased costs that are
     expected to be derived by the customer over a period of up to twelve
     months following implementation of the Company's solution, or the actual
     increased revenues and/or decreased costs experienced by the customer over
     a period of up to twelve months following implementation of the Company's
     solution, subject in either case to a ceiling, if any is agreed to, on the
     total amount of payments to be made to the Company.  Revenues generated in
     connection with value-priced contracts based upon projected results are
     recognized only upon completion of all services and agreement upon the
     actual fee to be paid (even though billings for such services may be
     delayed by mutual agreement for periods generally not to exceed six
     months), and revenues generated based upon actual revenues or savings to
     the customer are recognized only upon the completion of all services and
     as the amounts of actual revenues or savings are confirmed by the
     customer.  Software license fees are priced on a fixed-price basis (with
     revenue recognized upon delivery, subject to certain conditions), on a
     value-priced basis (with revenue recognized in a fashion similar to that
     for consulting and management service fees) and in some cases on a per-
     transaction basis (with the related revenue being recognized and due on a
     monthly basis).  Software maintenance and implementation fees are priced
     on a time and materials basis or on a fixed-price basis, and the related
     revenues are recognized on the basis consistent with that applied to
     consulting and management service fees.  Finally, hardware sales are
     priced on the basis of the Company's  cost plus a specified percentage,
     and related revenues are recognized upon shipment of the hardware.
     
          All statements other than statements of historical fact contained in
     this report, including statements in this "Management's Discussion and
     Analysis of Financial Condition and Results of Operations" concerning the
     Company's financial position and liquidity, results of operations,
     prospects for future growth, and other matters are forward-looking
     statements.  Although the Company believes that the expectations reflected
     in such forward-looking statements are reasonable, no assurance can be
     given that such expectations will prove correct.  Factors that could cause
     the Company's results to differ materially from the results discussed in,
     or contemplated by, such forward-looking statements include 

                                       8

<PAGE>

     the risks described under "Risk Factors" in the Company's Prospectus dated 
     May 20, 1998 on file with the Commission.  Such risks include, without 
     limitation, the risks associated with the Company's dependence on the 
     banking industry, fluctuations in quarterly operating results, the 
     Company's limited operating history as a combined company (with Antinori 
     Software, Inc.), customer concentration, customer project risks, the 
     Company's ability to manage growth, market acceptance of the Company's 
     solutions, the absence of long-term agreements with customers, the 
     potential for software and/or solutions defects, competition within the 
     markets in which the Company competes, the Company's use of independent 
     contractors, the Company's dependence on key personnel, the Company's 
     ability to attract and retain qualified personnel, the impact of 
     technological advances on the Company's business, the Company's 
     dependence on proprietary technology and the risks associated with 
     infringement, Year 2000 issues, the potential for liability claims, 
     the risks associated with potential strategic alliances or acquisitions, 
     government regulation and the risks associated with international 
     operations.  All forward-looking statements in this report are expressly 
     qualified in their entirety by the cautionary statements in this paragraph,
     in "Risk Factors" (as set forth in the aforementioned Prospectus) and 
     elsewhere in this report.

   RESULTS OF OPERATIONS:

          The following table sets forth for the periods indicated, the
     percentages that selected items in the unaudited condensed consolidated
     statements of operations bear to total revenues.  The period to period
     comparisons of financial results are not necessarily indicative of future
     results.
          
<TABLE>
<CAPTION>
                                                    Three Months Ended           Six Months Ended
                                                         July 31,                     July 31,
                                                    ------------------           ----------------
                                                      1997       1998              1997     1998
                                                    -------    -------           -------  -------
<S>                                                 <C>        <C>               <C>      <C>
Revenues:
   Consulting and management service fees              62.3%      48.2%             59.3%    48.5%
   Software license fees                               10.7       27.8              13.2     29.0
   Software maintenance fees                            8.3        7.9               9.4      8.5
   Software implementation fees                        10.4       14.8              11.4     12.3
   Hardware sales                                       8.3        1.3               6.7      1.7
                                                     ------     ------            ------   ------
                                         
                 Total revenues                       100.0      100.0             100.0    100.0

  Costs of revenues:
   Consulting and management service fees              28.6       28.5              32.0     31.5
   Software license fees                                2.4        1.8               2.6      2.1
   Software maintenance fees                            3.9        3.5               4.1      3.7
   Software implementation fees                         8.7        8.1               9.1      6.9
   Hardware sales                                       7.5        1.0               5.8      1.2
                                                     ------     ------            ------   ------
 Total cost of revenues                                51.1       42.9              53.6     45.4
                                                     ------     ------            ------   ------
 Gross profit                                          48.9       57.1              46.4     54.6
                                                     ------     ------            ------   ------
                                                     ------     ------            ------   ------

 Operating costs and expenses:
   Selling, general and administrative                 25.7       30.2              28.6     31.9
   Research and development                             4.6        8.7               5.8      9.8
                                                     ------     ------            ------   ------
 Total operating costs and expenses                    30.3       38.9              34.4     41.7

 Income from operations                                18.6       18.2              12.0     12.9

 Other income (expense)                                  .1        1.4                .4       .8
                                                     ------     ------            ------   ------

 Income before provisions for income taxes             18.7       19.6              12.4     13.7
 Provision for income taxes                             7.5        7.3               5.0      5.1
                                                     ------     ------            ------   ------
 Net income                                            11.2%      12.3%              7.4%     8.6%
                                                     ------     ------            ------   ------
</TABLE>

                                       9

<PAGE>

     REVENUES
          
          REVENUES:  The Company's total revenues increased 25.7% to $13.7
     million for the quarter ended July 31, 1998 from $10.9 million for the
     quarter ended July 31, 1997.  The Company's total revenues increased
     30.1% to $23.9 million for the six months ended July 31, 1998 from $18.4
     million for the six months ended July 31, 1997.
     
          CONSULTING AND MANAGEMENT SERVICE FEES:  Revenues from consulting
     and management service fees decreased 2.8% to $6.6 million for the
     quarter ended July 31, 1998 from  $6.8 million for the quarter ended July
     31, 1997.  Revenues from consulting and management service fees increased
     6.3% to $11.6 million for the six months ended July 31, 1998 from $10.9
     million for the six months ended July 31, 1997.  Consulting and
     management service fees have grown as a result of continued demand for
     time and material services as well as value priced revenue enhancement
     consulting.  The Company has expanded the use of value priced engagements
     due to their improved margins as well as their favorable reception from
     customers.  Revenues related to value priced opportunities tend to
     fluctuate period-to-period and are likely to fluctuate in future periods
     
          SOFTWARE LICENSE FEES:  Revenues from software license fees
     increased 226.7% to $3.8 million for the quarter ended July 31, 1998 from
     $1.2 million for the quarter ended July 31, 1997.  Revenues from software
     license fees increased 186.6% to $6.9 million for the six months ended
     July 31, 1998 from $2.4 million for the six months ended July 31, 1997.
     Software license fees continued at improved levels over the prior year
     periods principally due to the introduction of additional liquidity
     management and risk management software late in fiscal year 1997.  While
     some questions have arisen about the impact that the Small Business
     Banking Bill may have on the Company's Revenue Enhancement products, the
     Company does not believe it has experienced declines in recent sales of
     its' ReserveLink software as a direct result of the proposed legislation.
     The Company believes that even with adoption of the proposed legislation,
     the software will still be a valuable addition to most financial
     institutions.  To date, sales of software licenses have principally been
     derived from direct sales to customers.
     
          SOFTWARE MAINTENANCE FEES:  Revenues from software maintenance fees
     increased 19.7% to $1.1 million for the quarter ended July 31, 1998 from
     $899,000 for the quarter ended July 31, 1997.  Revenues from software
     maintenance fees increased 16.9% to $2.0 million for the six months ended
     July 31, 1998 from $1.7 million for the six months ended July 31, 1997.
     Increases in software maintenance fees have been driven by increased
     sales levels of software licenses resulting in growth in the number of
     customers under maintenance contracts.
          
          SOFTWARE IMPLEMENTATION FEES:  Revenues from software implementation
     fees increased 78.9% to $2.0 million for the quarter ended July 31, 1998
     from  $1.1 million for the quarter ended July 31, 1997.  Revenues from
     software implementation fees increased 40.4% to $2.9 million for the six
     months ended July 31, 1998 from $2.1 million for the six months ended
     July 31, 1997.  Increases in software implementation fees have been
     driven by increased sales levels of software licenses,  resulting in
     growth in the number of customers requiring implementation services.
          
          HARDWARE SALES:  Revenues from hardware sales decreased 79.7% to
     $184,000 for the quarter ended July 31, 1998 from  $906,000 for the
     quarter ended July 31, 1997.  Revenues from hardware sales decreased
     65.6% to $422,000 for the six months ended July 31, 1998 from $1.2
     million for the six months ended July 31, 1997.   The Company sells
     hardware at the request of its customers, but does not consider hardware
     sales to be a meaningful part of its business.
          
     COST OF REVENUES
     
          COST OF CONSULTING AND MANAGEMENT SERVICES:  Cost of consulting and
     management services increased 25.3% to $3.9 million for the quarter ended
     July 31, 1998 from  $3.1 million for the quarter ended July 31, 1997.
     Cost of consulting and management services increased 28.1% to $7.5
     million for the six months ended July 31, 1998 from $5.9 million for the
     six months ended July 31, 1997.  Cost of consulting and management
     services as a percentage of consulting and management service fees
     increased to 59.3% for the three months ended July  31, 1998 from 46.0%
     for the three months ended July 31, 1997.  Cost of consulting and
     management services as a percentage of consulting and management service
     fees increased to 65.1% for the six months ended July 31, 1998 from 54.0%
     for 


                                       10

<PAGE>


     the six months ended July 31, 1997.  Cost of consulting and management 
     services as a percentage of consulting and management services fees 
     reflect growth in personnel costs as well as growth in the number of
     personnel to support projected staffing requirements.  Cost of consulting
     and management services consists primarily of personnel costs associated
     with time and material contracts and value priced efforts.
     
          COST OF SOFTWARE LICENSES:  Cost of software licenses decreased 4.3%
     to $247,000 for the quarter ended July 31, 1998 from  $258,000 for the
     quarter ended July 31, 1997.  Cost of software licenses increased 3.7% to
     $503,000 for the six months ended July 31, 1998 from $485,000 for the six
     months ended July 31, 1997.  Cost of software licenses as a percentage of
     software license fees decreased to 6.5% for the three months ended July
     31, 1998 from 22.2% for the three months ended July 31, 1997.  Cost of
     the software licenses as a percentage of software license fees decreased
     to 7.2% for the six months ended July 31, 1998 from 20% for the six
     months ended July 31, 1997.  Costs of software licenses includes
     amortization costs relating to capitalized software, as well as royalty
     costs associated with sales of liquidity management and consolidation
     software products.  Decreases in cost of software licenses as a
     percentage of software license fees reflect a reduction in royalties paid
     resulting from changes in the mix of products sold during the period as
     well as reduced software amortization cost.
     
          COST OF SOFTWARE MAINTENANCE:  Cost of software maintenance
     increased 11.7% to $476,000 for the quarter ended July 31, 1998 from
     $426,000 for the quarter ended July 31, 1997.  Cost of software
     maintenance increased 17.6% to $884,000 for the six months ended July 31,
     1998 from $752,000 for the six months ended July 31, 1997.  Cost of
     software maintenance consists primarily of personnel costs associated
     with providing customer support for software products sold.  Increases in
     costs associated with software maintenance reflect staffing increases to
     support increased customer support and maintenance revenue.
     
          COST OF SOFTWARE IMPLEMENTATION:  Cost of software implementation
     increased 16.8% to $1.1 million for the quarter ended July 31, 1998 from
     $945,000 for the quarter ended July 31, 1997.  Cost of software
     implementation decreased 1.5% to $1.6 million for the six months ended
     July 31, 1998 from $1.7 million for the six months ended July 31, 1997.
     Cost of software implementation consists primarily of personnel costs
     associated with implementation, training, and providing customer support
     for software products sold.  Increases in costs associated with software
     implementation reflect staffing increases to support increased sales of
     these services.
     
          COST OF HARDWARE:  Cost of hardware decreased 83.7% to $132,000 for
     the quarter ended July 31, 1998 from  $810,000 for the quarter ended July
     31, 1997.  Cost of hardware decreased 72.0% to $297,000 for the six
     months ended July 31, 1998 from $1.1 million for the six months ended
     July 31, 1997.  Decreases for the quarter and six months ended reflect
     reductions in the amount of hardware sold during the respective periods
     over the prior year periods.
          
     OPERATING COSTS AND EXPENSES
     
          SELLING GENERAL AND ADMINISTRATIVE: Selling, general and
     administrative expenses generally consist of personnel costs associated
     with selling, marketing, general management and software management, as
     well as fees for professional services and other related costs.  Selling
     general and administrative expenses increased 47.1% to $4.1 million for
     the quarter ended July 31, 1998 from $2.8 million for the quarter ended
     July 31, 1997.  Selling general and administrative expenses increased
     45.4% to $7.6 million for the six months ended July 31, 1998 from $5.3
     million for the six months ended July 31, 1997.  The increase in these
     expenses reflected growth in additional management, marketing, and
     administrative staff over the prior periods to support the Company's
     expanding operations.
     
          RESEARCH AND DEVELOPMENT:  Research and development expenses
     increased 139.2% to $1.2 million for the quarter ended July 31, 1998 from
     $497,000 for the quarter ended July 31, 1997.  Research and development
     expenses increased 118.9% to $2.3 million for the six months ended July
     31, 1998 from $1.1 million for the six months ended July 31, 1997.
     Increases in research and development expense reflect a higher level of
     software development activity.
     
          OTHER INCOME (EXPENSE):  Other income (expense) increased to $193,000
     for the quarter ended July 31, 1998 from $13,000 for the quarter ended
     July 31, 1997.  Other income (expense) increased 


                                       11

<PAGE>


     227.4% to $203,000 for the six months ended July 31, 1998 from $62,000 
     for the six months ended July 31, 1997.  Other income consists primarily 
     of interest income on tax exempt short-term investments partially offset 
     by interest expense on the Company's debt.  The increases in the dollar 
     amount of other income were primarily due to interest earned on higher 
     balances of cash, cash equivalents and short-term investments resulting 
     from net proceeds of the initial public offering of the Company's common 
     stock which was completed in May 1998.

          PROVISION FOR INCOME TAXES:  The provision for income taxes is based
     on the estimated annual effective tax rate, and includes federal and
     state income taxes.  The Company's effective income tax rate was 40.2% for
     the three and six months ended July 31, 1997.  Due to the inclusion of
     tax exempt interest income, income taxes as a percentage of net income
     before provision for income taxes decreased to 37.1% and 37.7% for the
     three and six months ended July 31, 1998, respectively.

     LIQUIDITY AND CAPITAL RESOURCES
  
          As of July 31, 1998, the Company had $47.7 million of working
     capital, including $35.2 million in cash, and cash equivalents, as 
     compared to $7.4 million of working capital as of January 31, 1998, 
     including $2.0 million of cash and cash equivalents. Operating
     activities consumed $3.7 million of available cash for the six months
     ended July 31, 1998 as compared to $1.8 million for the six months ended
     July 31, 1997, largely through growth in accounts receivable of $5.6
     million, through reductions of accounts payable and accrued expenses of
     $779,000, and through reductions in deferred revenue of $590,000.
     
          Accounts receivable net of allowances for doubtful accounts,
     increased to $18.4 million at July 31, 1998, from $12.8 million at January
     31,1998, primarily due to the timing of sales transactions and extended
     payment programs associated with some value priced engagements.
     
          Average days' sales outstanding fluctuate for a variety of reasons,
     including the timing of billings specified by contractual agreement, and
     receivables for non-revenue related activities.
     
          The following table contains the quarterly computation of days sales
     outstanding (DSO) with a comparative computation which adds reimbursed
     expenses to the revenue portion of the computation:
     


<TABLE>
<CAPTION>
                                                                   DSO Including 
                                                                       Expense 
            Quarter Ended                               DSO        Reimbursements*
       ---------------------------------------------------------------------------
          <S>                                           <C>            <C>
            January 31, 1998                            103             94
            April 30, 1998                              125            113
            July 31, 1998                               122            112
</TABLE>

          *Includes reimbursements for travel and out of pocket expenses which
     are not considered revenue, but are a component of receivables
     outstanding.
     
          Cash used in investing activities during the six-months ended July
     31, 1998 was $2.0 million, and was used to purchase $1.2 million of
     furniture, equipment, and leasehold improvements related to growth in
     staff, and $781,000 was invested in capitalized software.
     
          Cash generated through financing activities for the six-months ended
     July 31, 1998, was $38.9 million and resulted from the net proceeds of the
     Company's recent initial public offering and option exercises.
     
          The Company has a $3.0 million revolving credit facility (the
     Facility).  As of July 31, 1998, the Company had no amounts outstanding
     under the Facility.  Principal amounts outstanding under the Facility bear
     interest at national prime (8.5% at July 31, 1998).  Availability under
     the Facility is calculated based on 70% of qualified accounts receivable.
     The Facility matured July 1, 1998, but has been extended for a sixty day
     period by the bank pending renewal of the agreement.  The Company has
     pledged its inventory accounts receivable and certain intangible rights to
     secure indebtedness under the Facility.  Under the Facility, the Company
     is subject to certain covenants regarding its operations and corporate
     actions.


                                      12

<PAGE>


          In May 1998 the Company completed the initial public offering of its
     Common Stock (the IPO).  After giving effect to the deduction of
     underwriting discounts and to other offering expenses, the Company
     generated net proceeds of $35,837,373 from the IPO, which it intends to
     use for working capital and other general corporate purposes. The Company
     may also use a portion of the net proceeds for possible strategic
     alliances and acquisitions of businesses, products and technologies that
     are complementary to those of the Company.  Pending such uses, the Company
     plans to invest the net proceeds from the IPO in short-term, interest-
     bearing, investment-grade securities.  See also Part II:  Other
     Information, Item 2. Changes in Securities and Use of Proceeds.
     
          In June 1997, the Financial Accounting Standards Board issued
     Statement of Financial Accounting Standards No. 131, Disclosures about
     Segments of an Enterprise and Related Information (FASB 131), which
     supersedes existing accounting standards related to disclosure of
     operating segment information beginning fiscal 1998.  Although the Company
     currently operates in only one industry segment, the Company is in the
     process of evaluating the impact this new standard will have on the
     Company's financial statement disclosures in fiscal 1998.  The adoption of
     FASB 131 will have no impact on the Company's consolidated results of
     operations, financial position or cash flows and any effect will be
     limited to the presentation of its Consolidated Financial Statements.

          The Company has taken precautions to address the nature and extent 
     of the work required to make its products and systems Year 2000 
     compliant.  The Company believes that its products are Year 2000 
     compliant, with the possible exception of certain software developed by 
     a third party and imbedded in one of the Company's products (the 
     Company will continue its efforts with respect to Year 2000 compliance 
     for this embedded software). The Company's Year 2000 compliance 
     activities are being performed as part of the Company's normal 
     development activity.  The Company is evaluating the software employed 
     in its internal operations and does not believe it will incur any 
     significant Year 2000 costs associated with its internal systems.  As a 
     consequence, Year 2000 compliance costs are not expected to result in 
     any material incremental costs to the Company.
     
  ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
       NONE
     
PART II   OTHER INFORMATION

  ITEM 1. LEGAL PROCEEDINGS
     
          None

  ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
  
          The Commission declared the Registration Statement on Form S-1 (File
     No. 333-48399) relating to the Company's IPO effective on May 19, 1998.
     The IPO is now complete.  In the IPO, the Company issued and sold
     3,650,000 shares of Common Stock for an aggregate price to the public of
     $40,150,000 and certain Selling Stockholders sold 1,450,000 shares of
     Common Stock for an aggregate price to the public of $15,950,000.  The IPO
     was a firm commitment underwriting, and the managing underwriters of the
     IPO were BancAmerica Robertson Stephens, Hambrecht & Quist LLC and Lehman
     Brothers, Inc.  The underwriting discount incurred by the Company relating
     to the IPO was $2,810,500.   Other expenses associated with the offering
     were as follows:  legal fees of $408,510 to Locke Purnell Rain & Harrell
     (Maurice Purnell, Jr. is a shareholder of such firm and is also the
     Secretary of the Company), accounting fees of $328,419 to Ernst & Young
     (auditors for the Company), printing fees of $288,165, Nasdaq fees of
     $107,503, travel costs of $104,635, consulting costs of $157,911, and
     other costs of $106,984.  The IPO generated net offering proceeds, after
     giving effect to the payment of underwriting discount and to other
     expenses associated with the offering, of $35,837,373.
     
     As of July 31, 1998, these funds were invested in short term tax exempt:
     Cash Management Funds, Commercial Paper and Municipal Bonds.
     
  ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
    None

                                      13


<PAGE>

  ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
          None


  ITEM 5. OTHER INFORMATION
  
          NONE
  
  ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
  
        (a)  Exhibits
          
             Number        Exhibit Description
             ------        -------------------
             27.1          Financial Data Schedule

        (b)  Reports on Form 8-K
                  Form 8-K filed June 3, 1998.
          
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
                                       
                            CARREKER-ANTINORI, INC.
                                       


By:    /s/ John D. Carreker, Jr.        Date:  September 14, 1998
    -------------------------------            --------------------
     John D. Carreker, Jr.
     Chairman of the Board and
     Chief Executive Officer



By:    /s/ Terry L. Gage                 Date: September 14, 1998
    -------------------------------            --------------------
      Terry L. Gage
      Executive Vice President and
      Chief Financial Officer



                                       14