<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 April 30, 1999.

[ ] 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.)


     4055 Valley View Lane, #1000
     Dallas, Texas                                             75244
     ---------------------------------------     -------------------------------
     (Address of principal executive office)                 (Zip Code)

                                   (972) 458-1981
     ----------------------------------------------------------------------
              (Registrant's telephone number, including area code)

     Former Address:
     14001 N. Dallas Parkway, #1100
     Dallas, TX                              75240-7304
     ----------------------------------------------------------------------
     (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 --- 18,561,886 shares as of May 31, 1999.

<PAGE>

                             CARREKER-ANTINORI, INC.

                                       INDEX
<TABLE>
PART I    FINANCIAL INFORMATION                                           PAGE
     <S>                                                                  <C>
     Item 1.   Financial Statements

               Condensed Consolidated Balance Sheets
               at April 30, 1999 and January 31, 1999                       3

               Condensed Consolidated Statements of Operations
               for the three months ended April 30, 1999
               and April 30, 1998                                           4

               Condensed Consolidated Statements of Cash Flows
               for the three months ended April 30, 1999
               and  April 30, 1998                                          5

               Notes to Condensed Consolidated Financial Statements         6

     Item 2.   Management's Discussion and Analysis of Financial
               Condition and Results of Operations                          9

     Item 3.   Quantitative and Qualitative Disclosures about Market Risk  17

PART II        OTHER INFORMATION

     Item 1.   Legal Proceedings                                           18

     Item 2.   Changes in Securities and Use of Proceeds                   18

     Item 3.   Defaults Upon Senior Securities                             18

     Item 4.   Submission of Matters to a Vote of Security Holders         18

     Item 5.   Other Information                                           18

     Item 6.   Exhibits and Reports on Form 8-K                            18

SIGNATURES                                                                 19
</TABLE>

                                       2
<PAGE>

PART I  FINANCIAL INFORMATION

    ITEM 1.  FINANCIAL STATEMENTS

                              CARREKER-ANTINORI, INC.
                       CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (IN THOUSANDS)
<TABLE>
<CAPTION>
ASSETS                                                            April 30,    January 31,
                                                                    1999           1999
                                                                 -----------   -----------
                                                                 (Unaudited)
<S>                                                              <C>           <C>
CURRENT ASSETS:
   Cash and cash equivalents                                      $  22,751      $  20,701
   Short term investments                                             8,677         12,849
   Accounts receivable, net                                          28,504         27,604
   Prepaid expenses and other assets                                  1,118            681
   Deferred income taxes                                                736            736
                                                                 -----------    -----------
           Total current assets                                      61,786         62,571
                                                                 -----------    -----------
Furniture, equipment, and leasehold improvements, net                 3,349          2,673
Software costs capitalized, net                                       3,404          3,279
Other assets                                                            223            213
                                                                 -----------    -----------
           Total assets                                           $  68,762      $  68,736
                                                                 -----------    -----------
                                                                 -----------    -----------
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accounts payable                                               $   1,883      $   2,045
   Accrued compensation and benefits                                    600            700
   Other accrued expenses                                               985            961
   Income taxes payable                                                 886          1,400
   Deferred revenue                                                   4,831          5,348
                                                                 -----------    -----------
           Total current liabilities                                  9,185         10,454
Deferred income taxes                                                 1,201          1,151
                                                                 -----------    -----------
           Total liabilities                                         10,386         11,605
                                                                 -----------    -----------
STOCKHOLDERS' EQUITY:
   Preferred Stock, $.01 par value, 2,000 shares
      authorized, none issued                                          ----           ----
   Common Stock, $.01 par value, 100,000 shares
      authorized, 18,563 and 18,354 shares issued,
      respectively                                                      186            184
   Additional paid-in capital                                        44,771         44,563
   Less treasury stock, at cost:
      1 shares, as of April 30, 1999                                     (4)          ----
   Deferred compensation                                               (492)          (568)
   Retained earnings                                                 13,915         12,952
                                                                 -----------    -----------
           Total stockholders' equity                                58,376         57,131
                                                                 -----------    -----------
           Total liabilities and stockholders' equity             $  68,762      $  68,736
                                                                 -----------    -----------
                                                                 -----------    -----------
</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
                                                                          April 30,
                                                                   -----------------------
                                                                     1999           1998
                                                                   --------       --------
<S>                                                                <C>         <C>
REVENUES:
   Consulting and management service fees                          $  8,324       $  5,014
   Software license fees                                              3,093          3,457
   Software maintenance fees                                          1,502          1,143
   Software implementation fees                                       1,443            989
   Hardware and other fees                                              122            331
                                                                   --------       --------
           Total revenues                                            14,484         10,934

COSTS OF REVENUES:
   Consulting and management service fees                             5,271          3,644
   Software license fees                                                468            256
   Software maintenance fees                                            664            499
   Software implementation fees                                         646            637
   Hardware and other fees                                              101            232
                                                                   --------       --------
           Total cost of revenues                                     7,150          5,268

                                                                   --------       --------
GROSS PROFIT                                                          7,334          5,666
                                                                   --------       --------
OPERATING COSTS AND EXPENSES:
   Selling, general and administrative                                4,818          3,854
   Research and development                                           1,318          1,195
                                                                   --------       --------
           Total operating costs and expenses                         6,136          5,049

Income from operations                                                1,198            617
Other income                                                            241             18
                                                                   --------       --------

Income before provision  for income taxes                             1,439            635
Provision for income taxes                                              476            252
                                                                   --------       --------
Net income                                                          $   963        $   383
                                                                   --------       --------
                                                                   --------       --------
Basic earnings per share                                            $  0.05        $  0.03
                                                                   --------       --------
                                                                   --------       --------
Diluted earnings per share                                          $  0.05        $  0.03
                                                                   --------       --------
                                                                   --------       --------

Shares used in computing basic earnings per share                    18,369         12,735
Shares used in computing diluted earnings per share                  18,843         14,742
</TABLE>
                              See accompanying notes.

                                          4
<PAGE>

                              CARREKER-ANTINORI, INC.
                  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     (UNAUDITED)
                                   (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                      Three Months Ended
                                                                          April 30,
                                                                  ------------------------
                                                                     1999           1998
                                                                  ---------       --------
<S>                                                               <C>              <C>
OPERATING ACTIVITIES:
  Net Income                                                         $  963         $  383
  Adjustments to reconcile net income to net
  cash  used in operating activities:
      Amortization of capitalized software                              292            134
      Depreciation                                                      505            294
      Amortization of deferred compensation                              76             63
      Deferred income taxes                                              50            (66)
      Changes in assets and liabilities:
          Accounts receivable                                          (900)        (1,222)
          Prepaid expenses and other                                   (447)          (231)
          Accounts payable and accrued expenses                        (752)          (362)
          Deferred revenue                                             (517)          (417)
                                                                  ---------       --------
            Net cash  used in  operating activities                    (730)        (1,424)

INVESTING ACTIVITIES:
      Purchase of short-term investments                               ----            (24)
      Sale of short-term investments                                  4,172           ----
      Purchase of furniture, equipment and leasehold
          improvements                                               (1,181)          (637)
      Capitalized software costs                                       (417)          (418)
                                                                  ---------       --------
            Net cash provided by (used in) investing activities       2,574         (1,079)

FINANCING ACTIVITIES:
      Purchase of treasury stock                                         (4)            (4)
      Proceeds from stock options exercised                             210           ----
      Proceeds from borrowing                                          ----          1,769
                                                                  ---------       --------
            Net cash provided by financing activities                   206          1,765
                                                                  ---------       --------
Net increase (decrease) in cash and cash equivalents                  2,050           (738)
Cash and cash equivalents at beginning of period                     20,701          2,485
                                                                  ---------       --------
Cash and cash equivalents at end of period                        $  22,751       $  1,747
                                                                  ---------       --------
                                                                  ---------       --------
Supplemental cash flow information:
  Cash paid for interest                                            $  ----          $  16
                                                                  ---------       --------
                                                                  ---------       --------
  Cash paid for income taxes                                         $  809          $  20
                                                                  ---------       --------
                                                                  ---------       --------
</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, 1999, 1998, and 1997 included
     in the Company's Form 10-K for the fiscal year ended January 31, 1999 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.

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 April 30, 1999, cash equivalents consisted principally of
     highly liquid debt securities of corporations and municipalities.

3.   SHORT TERM INVESTMENTS

          The Company considers investments with maturities of greater than
     three months, when purchased, to be short-term investments based on the
     freely tradable nature of the investments, and the management's expectation
     that they will not be held for greater than one year.  Short-term
     investments consist primarily of tax exempt municipal bonds.  Management
     determines the appropriate classification of debt securities at the time of
     purchase and re-evaluates such designation as of each balance sheet date.
     All debt securities have been determined by management to be available for
     sale.  Available for sale securities are stated at amortized cost, which
     approximates fair value.  Fair value of debt securities is determined based
     upon current market value price quotes by security.  As of April 30, 1999
     all short-term investments mature from one to two years.

4.   EARNINGS PER SHARE

          Basic earnings per share are 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).

                                       6

<PAGE>

          The following table sets forth the computation of basic and diluted
     earnings per share for the three months ended April 30, 1999 and 1998 (in
     thousands, except per share amounts):
<TABLE>
<CAPTION>
                                                       Three Months Ended
                                                            April 30,
                                                     -----------------------
                                                       1999           1998
                                                     --------       --------
<S>                                                  <C>            <C>
Basic earnings per share:
  Net income                                           $  963         $  383
  Weighted average shares outstanding                  18,369         12,735

          Basic earnings per share                     $  .05         $  .03
                                                     --------       --------
                                                     --------       --------
Diluted earnings per share:
  Net income                                           $  963         $  383
  Weighted average shares outstanding                  18,369         12,735
  Assumed conversion of employee stock
  options                                                 474          2,007
                                                     --------       --------
  Shares used in diluted earnings per share
     calculation                                       18,843         14,742
                                                     --------       --------
                                                     --------       --------
          Diluted earnings per share                   $  .05         $  .03
                                                     --------       --------
                                                     --------       --------
</TABLE>

5.   MANAGEMENT SERVICES

          For the three month periods ended April 30, 1999 and 1998, the Company
     recognized revenue for management services provided to related parties in
     the following amounts:
<TABLE>
<CAPTION>
                                                       Three Months Ended
                                                            April 30,
                                                         (In thousands)
                                                     -----------------------
                                                       1999           1998
                                                     --------       --------
<S>                                                  <C>            <C>
Infiteq, LLC (1)                                       $  21          $ 506
Payment Solutions Network, Inc.                          179            303
Electronic Check Clearing House Organization             267            278
</TABLE>

(1)  Includes $458,000 for the three months ended April 30, 1998 for management
services performed in prior periods.

The Company held net receivables at April 30 in the following amounts (in
thousands):
<TABLE>
<CAPTION>
                                                       1999           1998
                                                     --------       --------
<S>                                                  <C>            <C>
     Infiteq, LLC                                      $ 197         $   58
     Payment Solutions Network, Inc.                     393            361
     Electronic Check Clearing House Organization        106            460
</TABLE>

                                       7
<PAGE>

6.   SEGMENTS

          Effective with the year ended January 31, 1999, the Company adopted
     the Financial Accounting Standards Board's Statement of Financial
     Accounting Standards No. 131, "Disclosures about Segments of an Enterprise
     and Related Information (Statement 131)."

          The Company has three reportable segments: Revenue Enhancement,
     Payment Systems, and Emerging Solutions.  The segments are unique due to
     the focus of the products and services being offered.  The Company
     evaluates performance and allocates resources based on profit or loss from
     operations before income taxes, not including gains and losses on the
     Company's investment portfolio.

          Revenue Enhancement consists primarily of yield management consulting,
     and liquidity management consulting and software.  Payment Systems consists
     primarily of consolidation consulting, best practices consulting and
     software, risk management consulting and software, float management
     consulting and software, payment electronification consulting and software,
     and track and trace software.  Emerging Solutions consists primarily of
     enterprise information technology consulting, and management services,
     ECCHO management services, and enabling technology consulting.

          Due to the solution approach to delivering products and services from
     multiple business segments, contracts are broken down by segment with few
     transactions between reportable segments.

          Included in corporate and unallocated are costs related to selling and
     marketing, unallocated corporate overhead expense, general software
     management, and incentive bonuses.  Business segment results include costs
     for research and development as well as product royalty expense.
     Receivables, property and equipment and other assets are not included in
     the measures reviewed by the Company's chief operating decision-maker.
     Therefore, all Company assets have been included in the corporate and
     unallocated category in the following reportable segment disclosure.
     Segment information for the three months ended April 30, 1999 and 1998
     were as follows (in thousands):
<TABLE>
<CAPTION>
                                                                  For the three months ended April 30, 1999
                                                      -------------------------------------------------------------------
                                                        Revenue         Payment     Emerging     Corporate
                                                      Enhancement       Systems     Solutions  & Unallocated      Total
                                                      -------------------------------------------------------------------
<S>                                                   <C>              <C>          <C>        <C>               <C>
REVENUES
  Consulting and management service fees . . . . .       $  3,838      $  2,896      $  1,590            --      $  8,324
  Software license fees. . . . . . . . . . . . . .          1,238         1,855            --            --         3,093
  Software maintenance fees. . . . . . . . . . . .            339         1,163            --            --         1,502
  Software implementation fees . . . . . . . . . .            227         1,216            --            --         1,443
  Hardware and other fees. . . . . . . . . . . . .             --           122            --            --           122
                                                         --------      --------      --------     ---------      --------
  Total revenues . . . . . . . . . . . . . . . . .       $  5,642      $  7,252      $  1,590            --      $ 14,484
                                                         --------      --------      --------     ---------      --------
                                                         --------      --------      --------     ---------      --------
Income (loss) from operations. . . . . . . . . . .       $  2,987      $  2,293      $    (83)    $  (3,999)     $  1,198

Assets . . . . . . . . . . . . . . . . . . . . . .       $     --      $     --      $     --     $  68,762      $ 68,762

Depreciation and Amortization  . . . . . . . . . .       $    122      $    348      $     11     $     316      $    797

Capital expenditures . . . . . . . . . . . . . . .       $     --      $     --      $     --     $   1,599      $  1,599

                                       8

<PAGE>
<CAPTION>
                                                                  For the three months ended April 30, 1998
                                                      -------------------------------------------------------------------
                                                        Revenue         Payment     Emerging     Corporate
                                                      Enhancement       Systems     Solutions  & Unallocated      Total
                                                      -------------------------------------------------------------------
<S>                                                   <C>              <C>          <C>        <C>               <C>
Revenues
  Consulting and management service fees . . . . .         $  916      $  2,623      $  1,475            --      $  5,014
  Software license fees. . . . . . . . . . . . . .            939         2,518            --            --         3,457
  Software maintenance fees. . . . . . . . . . . .            175           968            --            --         1,143
  Software implementation fees . . . . . . . . . .            384           605            --            --           989
  Hardware and other fees. . . . . . . . . . . . .             --           331            --            --           331
                                                         --------      --------      --------     ---------      --------
  Total revenues . . . . . . . . . . . . . . . . .       $  2,414      $  7,045      $  1,475            --      $ 10,934
                                                         --------      --------      --------     ---------      --------
                                                         --------      --------      --------     ---------      --------
Income (loss) from operations. . . . . . . . . . .       $    721      $  2,695      $    701      $ (3,500)     $    617

Assets . . . . . . . . . . . . . . . . . . . . . .       $     --      $     --      $     --      $ 22,784      $ 22,784

Depreciation and Amortization  . . . . . . . . . .       $     18      $    223      $      7      $    180      $    428

Capital expenditures . . . . . . . . . . . . . . .       $     --      $     --      $     --      $  1,055      $  1,055
</TABLE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

  OVERVIEW

          The Company 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.  The Company
     was founded in 1978 to provide consulting services to banks, and
     subsequently integrated software products into its banking solutions.
     With its acquisition of Antinori Software, Inc., a Georgia corporation
     ("ASI") on January 31, 1997, the Company was able to significantly enhance
     its portfolio of software products.  Additionally, the Company acquired
     Genisys Operations, Inc. ("Genysis") on January 29, 1999 which provides
     incremental added-value to the Company's product offerings.  The
     acquisitions of ASI and Genisys were each accounted for as a pooling-of-
     interests, and accordingly, the Company's Condensed Consolidated
     Financial Statements and Notes thereto, as well as all other financial and
     statistical data presented in this Form 10-Q, have been restated to include
     the financial position and results of operations for ASI and Genisys for
     all periods presented.

          MARKETS:  A substantial majority of the Company's revenues are
     generated from contracts with banks with assets over $50 billion ("Tier I
     Banks") and banks with assets of between $5 billion and $50 billion ("Tier
     II Banks").  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 implementation
     fees and hardware and other 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 certain management
     services.

                                       9

<PAGE>

           PRODUCTS AND SERVICES: The Company offers a wide range of consulting
     services and state-of-the-art, proprietary technology applications designed
     to address the unique requirements of the banking industry. 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). The following table summarizes the divisions through
     which the Company's offerings are delivered.  Each division consists of
     several groups.


     DIVISIONS & GROUPS                 SOLUTIONS DESCRIPTION
     -------------------------          ----------------------------------------
     REVENUE ENHANCEMENT                INCREASES CUSTOMER REVENUES

       Liquidity Management             Reduces the amount of non-earning assets
                                        that a bank maintains in reserve
                                        accounts or in cash-on-hand

       Yield Management                 Improves operational work-flows,
                                        processes and pricing structures
                                        employed by a bank

     PAYMENT SYSTEMS                    DECREASES CUSTOMER SERVICE COSTS WHILE
                                        IMPROVING BACK OFFICE SERVICE

       Best Practices                   Delivery of total solutions for customer
                                        information management

       Consolidations                   Delivery of consulting services to help
                                        customers reduce costs, improve
                                        operating efficiencies and increase
                                        economies-of-scale through operations
                                        consolidations of operations

       Float Management                 Enhances bank float management through
                                        improved check collection, workflow,
                                        float allocation, and pricing

       Genisys                          Focuses on information management by
                                        utilizing the Company's proprietary
                                        barcode track and trace technology,
                                        coupled with utilizing the Internet as
                                        an information delivery vehicle

       Payment Electronification        Facilitates the electronification of
                                        paper checks, while reducing costs and
                                        risks associated with the check payment
                                        process

       Risk Management                  Reduces risk of loss from the check
                                        payment process as a result of
                                        operational failures, check fraud and
                                        litigation

     EMERGING SOLUTIONS                 DEVELOPMENT OF NEW BUSINESS
                                        OPPORTUNITIES OR DELIVERY OF MANAGEMENT
                                        SERVICES

       ECCHO Management Services        Focuses on management of the ECCHO
                                        organization

       Enabling Technologies            Focuses on developing proof of concept
                                        for new business opportunities with the
                                        criteria that once a solution is
                                        developed, it can be offered across the
                                        Company's key customer base

       Enterprise IT Services           Offers customized, enterprise-wide
                                        conversion, consolidation and
                                        integration consulting solutions in
                                        areas beyond payments systems, including
                                        subject matter and project management
                                        services, Year 2000 services and IT
                                        outsourcing services

                                       10
<PAGE>

          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 twelve
     months).  When fees are to be paid based on a percentage of actual revenues
     or savings, revenues are recognized only upon the completion of all
     services and as the amounts of actual revenues or savings are confirmed to
     the Company 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 the risks
     described under "Risk Factors" in the Company's Form 10-K for the fiscal
     year ended January 31, 1999 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, 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
     Form 10-K) and elsewhere in this report.

                                       11
<PAGE>

     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
                                                             April 30,
                                                       --------------------
                                                        1999           1998
                                                       ------         ------
<S>                                                    <C>            <C>
Revenues:
     Consulting and management service fees            57.5%          45.9%
     Software license fees                              21.4           31.6
     Software maintenance fees                          10.4           10.5
     Software implementation fees                       10.0            9.0
     Hardware and other fees                              .7            3.0
                                                       ------         ------
     Total revenues                                    100.0          100.0

Costs of revenues:
     Consulting and management service fees             36.4           33.3
     Software license fees                               3.2            2.3
     Software maintenance fees                           4.6            4.6
     Software implementation fees                        4.5            5.9
     Hardware and other fees                              .7            2.1
                                                       ------         ------
     Total cost of revenues                             49.4           48.2

                                                       ------         ------
Gross profit                                            50.6           51.8
                                                       ------         ------
Operating costs and expenses:
     Selling general and administrative                 33.3           35.3
     Research and development                            9.1           10.9
                                                       ------         ------
               Total operating costs and expenses       42.4           46.2

Income from operations                                   8.3            5.6

Other income (expense)                                   1.6             .2
                                                       ------         ------
Income before provisions for income taxes                9.9            5.8
Provision from income taxes                              3.3            2.3
                                                       ------         ------
Net income                                              6.6%           3.5%
                                                       ------         ------
                                                       ------         ------
</TABLE>

                                       12
<PAGE>

     Revenues

          REVENUES:  The Company's total revenues increased 32.5% to $14.5
     million for the quarter ended April 30, 1999 from $10.9 million for the
     quarter ended April 30, 1998.

          CONSULTING AND MANAGEMENT SERVICE FEES:  Revenues from consulting and
     management service fees increased 66.0% to $8.3 million for the quarter
     ended April 30, 1999 from  $5 million for the quarter ended April 30, 1998.
     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.  Value priced engagements increased to $3.4
     million in the three months ended April 30, 1999 from $800,000 in the
     three months ended April 30, 1998.  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 decreased
     10.5% to $3.1 million for the quarter ended April 30, 1999 from  $3.5
     million for the quarter ended April 30, 1998.

          SOFTWARE MAINTENANCE FEES:  Revenues from software maintenance fees
     increased 31.4% to $1.5 million for the quarter ended April 30, 1999 from
     $1.1 million for the quarter ended April 30, 1998.  Increases in software
     maintenance fees have been driven by increased sales levels of software
     licenses during the previous twelve months resulting in growth in the
     number of customers under maintenance contracts.

          SOFTWARE IMPLEMENTATION FEES:  Revenues from software implementation
     fees increased 45.9% to $1.4 million for the quarter ended April 30, 1999
     from  $989,000 for the quarter ended April 30, 1998.  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 63.1% to
     $122,000 for the quarter ended April 30, 1999 from  $331,000 for the
     quarter ended April 30, 1998. 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  44.6% to $5.3 million for the quarter ended
     April 30, 1999 from  $3.6 million for the quarter ended April 30, 1998.
     Cost of consulting and management services as a percentage of consulting
     and management service fees decreased to 63.3% for the three months ended
     April 30, 1999 from 72.7% for the three months ended April 30, 1998.  Cost
     of consulting and management services as a percentage of consulting and
     management services fees reflects increased margins relative to value
     priced engagements.  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 increased 82.8%
     to $468,000 for the quarter ended April 30, 1999 from  $256,000 for the
     quarter ended April 30, 1998.  Cost of software licenses as a percentage of
     software license fees increased to 15.1% for the three months ended April
     30, 1999 from 7.4% for the three months ended April 30, 1998.  Costs of
     software licenses includes amortization costs relating to capitalized
     software, as well as royalty costs associated with sales of liquidity
     management, risk management and consolidation software products.  Increases
     in cost of software licenses as a percentage of software license fees
     reflect an increase in royalties paid resulting from changes in the mix of
     products sold during the period, as well as increases in amortization of
     capitalized development costs relative to certain software products
     reaching general release status during the three months ended April 30,
     1999.

                                       13

<PAGE>

          COST OF SOFTWARE MAINTENANCE:  Cost of software maintenance increased
     33.1% to $664,000 for the quarter ended April 30, 1999 from $499,000 for
     the quarter ended April 30, 1998.  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 1.4% to $646,000 for the quarter ended April 30, 1999 from
     $637,000 for the quarter ended April 30, 1998.   Cost of software
     implementation as a percentage of related fees decreased to 44.8% for the
     three months ended April 30, 1999 from 64.4% for the three months ended
     April 30, 1998.  Decreases in costs associated with software implementation
     reflect improved efficiency of implementation engagements.  Cost of
     software implementation consists primarily of personnel costs associated
     with implementation, training, and providing customer support for software
     products sold.

          COST OF HARDWARE:  Cost of hardware decreased 56.5% to $101,000 for
     the quarter ended April 30, 1999 from  $232,000 for the quarter ended April
     30, 1998. Decreases for the quarter ended April 30, 1999 is reflective of
     reductions in the amount of hardware sold during the quarter.

OPERATING COSTS AND EXPENSES

          SELLING GENERAL AND ADMINISTRATIVE: Selling general and administrative
     expenses increased 25.0% to $4.8 million for the quarter ended April 30,
     1999 from $3.9 million for the quarter ended April 30, 1998.  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. 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
     10.3% to $1.3 million for the quarter ended April 30, 1999 from $1.2
     million for the quarter ended April 30, 1998.

          OTHER INCOME:  Other income increased to $241,000 for the quarter
     ended April 30, 1999 from $18,000 for the quarter ended April 30, 1998.
     Other income consists primarily of interest income on tax exempt short-term
     investments.  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 33.1% for the
     three months ended April 30, 1999, compared to 39.7% for the three months
     ended April 30,1998.  Income taxes as a percentage of net income before
     provision for income taxes decreased due to the inclusion of tax exempt
     interest income in the quarterly period ending April 30, 1999.

LIQUIDITY AND CAPITAL RESOURCES

          As of April 30, 1999, the Company had $52.6 million of working
     capital, including $22.8 million in cash, and cash equivalents, as compared
     to $52.1 million of working capital as of January 31,1999, including $20.7
     million of cash and cash equivalents. Operating activities consumed
     $730,000 of available cash for the three months ended April 30, 1999 as
     compared to $1.4 million for the three months ended April 30, 1998, largely
     through growth in accounts receivable of $900,000 through reductions of
     accounts payable and accrued expenses of $752,000, and through reductions
     in deferred revenue of $517,000.

                                       14

<PAGE>

          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 days sales outstanding
     (DSO) with a comparative column 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, 1999         163                  151
           April 30, 1999          175                  158
</TABLE>
          * Includes reimbursements for travel and out of pocket expenses which
     are not considered revenue, but are included in outstanding receivables.

          Cash provided by investing activities during the period ended April
     30, 1999, of $2.6 million was generated by the sale of short-term
     investments of $4.2 million, less $1.2 million used to purchase
     furniture, equipment, and leasehold improvements due to growth in
     staff, and $417,000 invested in capitalized software.

          Cash provided by  financing activities for the period ended April 30,
     1999, was $207,000 and resulted primarily from the exercise of stock
     options.

          The Company no longer maintains a revolving credit facility in light
     of its substantial liquid working capital.

          The Company's future liquidity and capital requirements will depend
     upon numerous factors.  The Company believes its current cash and cash
     equivalents and short-tern investment balances and cash generated from
     operations will be sufficient to meet the Company's operating and capital
     requirement through at least January 2000.  However, there can be no
     assurance that the Company will not require additional financing within
     this time frame.  The Company's forecast of the period of time through
     which its financial resources will be adequate to support its operations is
     a forward-looking statement that involves risk and uncertainties, and
     actual results could vary.  The failure of the Company to raise capital
     when needed could have a material adverse effect on the Company's business,
     financial condition and results of operation.

YEAR 2000

     STATE OF READINESS

          The Company has performed a company-wide evaluation to assess the
     ability of its products and its information technology ("IT") and non-IT
     systems to properly function and execute transactions in the Year 2000. The
     Company's Year 2000 Project is divided into three major sections: (a)
     Infrastructure, which includes internal management information systems,
     computers, servers, networks to support the business and any non-IT systems
     used in the operation of the business; (b) Third Party Suppliers, which
     includes those suppliers that provide the Company with software
     applications that are used in concert with the Company's products and
     service suppliers, such as Internet service providers and computer testing
     resources; and (c) Company Products and Services, which includes those
     products and services that generate revenue for the Company. The Project
     has been divided into six phases: (1) Awareness and Communication; (2)
     Inventory; (3) Assessment; (4) Renovation; (5) Testing; and (6) Rollout. As
     discussed below, the Company has substantially completed the first four
     phases of the Year 2000 Project for its Infrastructure, Third Party
     Suppliers and Customer Products and Services. All phases of the Project are
     expected to be completed by the third quarter of 1999.

                                       15

<PAGE>

     INFRASTRUCTURE

          The Company has completed the inventory, assessment and renovation
     phases of its IT and non-IT systems and is substantially complete with the
     testing phase for these systems. The  Testing and Rollout phases of the
     Project are expected to be completed by September 1999. The Company has
     distributed a letter to each of its vendors that supply systems or software
     for its IT and non-IT systems to determine the vendors' Year 2000 status. A
     majority of the recipients have responded to the letter, and most of the
     respondents have given assurances that their products and services are able
     to function in the context of the Year 2000 Problem. The Company is
     assessing these responses and will continue to communicate with vendors
     that are material to the Company's operations to gain satisfactory
     assurances. If such assurances are not obtained, the Company will seek
     alternatives, including contracting with other vendors.

     THIRD PARTY SUPPLIERS

          The Company has taken an inventory of the applications from third
     party suppliers that are used in conjunction with the Company's products.
     The Company has contacted significant third-party suppliers in an effort to
     assess the state of their Year 2000 readiness. The Company has received
     information, or tested all of the applications from third-party suppliers
     used in the its products. Only one supplier has not been willing to certify
     the Year 2000 compliance of its application, although internal tests have
     disclosed no Year 2000 problems with this application. Because its bank
     customers require certifications regarding Year 2000 compliance, the
     Company has communicated with this supplier to determine a solution to this
     certification issue.  The Company will be given access to the source code
     to conduct its own remediation and risk evaluation in conjunction with the
     testing already conducted.

     COMPANY PRODUCTS AND SERVICES

          All of the Company's software products have been tested and confirmed
     as compliant. The Company has a Web site to identify each product and its
     compliant release number and status. The Company also has transmitted
     letters to its customers notifying them of their current Year 2000
     readiness status and outlining the steps, if any, needed for the customer
     to receive Year 2000 compliant software. As a result of the stringent
     requirements placed on the Company's bank customers by the Office of
     Comptroller and Currency (the "OCC") and the Federal Financial Industry
     Examiners Council (the "FFIEC"), these customers are requiring documented
     evidence of Year 2000 Compliance of the Company's products. The Company
     currently is establishing a process to archive the results of its
     compliance tests and to document this test information in a format suitable
     for external distribution.

     COSTS

          Through and including the first quarter of fiscal 1999, the Company
     has spent approximately $655,000 relating to labor costs for its Year 2000
     Project. The Company has incurred no material replacement costs for
     non-compliant systems because it did not accelerate its replacement of any
     systems as a result of the Year 2000 issue. The Company currently estimates
     that its costs through fiscal year 1999 relating to the Year 2000 Project
     will be less than $850,000, the majority of which will be spent on the
     documentation process required by the Company's bank customers. Other
     costs, including replacement of non-compliant hardware and other equipment,
     are expected to be less than $200,000. Funds for the Year 2000 Project are
     expected to be paid for out of operations.

                                       16

<PAGE>

     RISKS

          If the Company does not successfully complete its Year 2000 Project,
     it could have a material adverse effect on the Company's ability to market,
     sell and implement its software products and consulting services, which
     could have a material adverse effect on its financial condition and results
     of operations. The Company's customer base is primarily in the banking
     industry. Because members of this industry are heavily regulated and
     audited for their Year 2000 compliance efforts, the Company does not
     consider the possibility of Year 2000 noncompliance by banks to be
     reasonably likely. The OCC has published guidance criteria that all banks
     be complete with Year 2000 renovation and unit testing by December 1998,
     thus allowing the entire year of 1999 for system testing. However, the
     operations and financial condition of banks is significantly dependent on
     the results of operations and financial condition of the their customers.
     If customers of banks experience a material adverse effect as a result of
     Year 2000 issues, banks, and consequently the Company, could be adversely
     affected. There can be no assurance that third parties will be Year 2000
     compliant in a timely manner. The Company is anticipating that many of its
     bank customers will not move any new systems into production during the
     last half of 1999. During this period, only current system bug fixes and
     Year 2000 compliant releases will be sent into the bank's production
     environment. Banks will continue to contract for new business solutions,
     especially those that result in new bank revenues. During this period,
     banks also will continue to initiate efforts that precede the
     implementation of a new business software solution. The Company is
     currently assessing the impact this will have on the Company's operations.

     CONTINGENCY PLAN

          A contingency planning process is underway and is anticipated to be
     complete by September 30, 1999 in preparation for Year 2000 related events.

     RECENTLY ISSUED ACCOUNTING STANDARDS

          The Accounting Standards Executive Committee of the American Institute
     of Certified Public Accountants has issued Statement of Position No. 98-9
     "Modification of SOP 97-2, Software Revenue Recognition, with Respect to
     Certain Transactions" ("SOP 98-9"), which amends certain provisions of
     Statement of Position No. 97-2 "Software Revenue Recognition" ("SOP
     97-2"). The new SOP 98-9 will be effective for all transactions entered
     into by the Company subsequent to January 31, 2000.  The Company is
     currently reviewing the impact of applying SOP 98-9.

          In June 1998, the FASB issued SFAS No. 133, ACCOUNTING FOR DERIVATIVE
     INSTRUMENTS and HEDGING ACTIVITIES ("SFAS 133"), which had been required to
     be adopted in years beginning after June 15, 1999.  In May 1999, the FASB
     voted to defer the implementation date of Statement 133 for one year.
     Because the Company does not use derivatives, management does not
     anticipate that the adoption of the new statement will have an effect on
     earnings or the financial position of the Company.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

          INTEREST RATES.  The Company invests its cash in a variety of
     financial instruments, primarily tax advantaged variable rate and fixed
     rate obligations of state and local municipalities, and educational
     entities and agencies.  These investments are denominated in U.S. dollars.

          The Company accounts for its investment instruments in accordance with
     Statement of Financial Accounting Standards No. 115, "Accounting for
     Certain Investments in Debt and Equity Securities" ("SFAS 115").  All of
     the cash equivalents and short-term investments are treated as available-
     for-sale under SFAS 115.

          Investments in both fixed rate and floating rate interest earning
     instruments carry a degree of interest rate risk.  Fixed rate securities
     may have their fair market value adversely impacted due to a rise in
     interest rates, while floating rate securities may produce less income than
     expected if interest rates fall.  Due in part to these factors, the
     Company's future investment income may fall short of expectations due to
     changes in interest rates or the Company may suffer

                                       17

<PAGE>

     losses in principal if forced to sell securities which have seen a decline
     in market value due to changes in interest rates.  The Company's investment
     securities are held for purposes other than trading.  While certain of the
     investment securities had maturities in excess of one year, the Company
     intends to liquidate such securities if necessary within one year.  The
     weighted-average interest rate on investment securities at April 30, 1999
     was 5.82%.  Amortized costs of short-term investments held at April 30,
     1999 was $8.7 million, which approximates fair value.

PART II   OTHER INFORMATION

   ITEM 1.     LEGAL PROCEEDINGS

     None

   ITEM 2.     CHANGES IN SECURITIES AND USE OF PROCEEDS

     None

   ITEM 3.     DEFAULTS UPON SENIOR SECURITIES

     None

   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

          During the Quarter ended April 30, 1999, the Company filed the
          following Current Reports on Form 8-K:

               Form 8-K dated February 12, 1999 announcing the acquisition of
               Genisys Operation, Inc., a Texas Corporation; and

               Form 8-KA dated April 14, 1999, which amended the Form 8-K dated
               February 12, 1999 to file restated financial statements to
               reflect the acquisition of Genisys.

                                       18

<PAGE>

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:  June 14, 1999
   ---------------------------------           -------------------------
    John D. Carreker, Jr.
    Chairman of the Board and
    Chief Executive Officer

By:    /s/ Terry L. Gage                  Date:  June 14, 1999
   ---------------------------------           -------------------------
    Terry L. Gage
    Executive Vice President and
    Chief Financial Officer


                                       19