SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

     For the quarterly period ended March 31, 2000

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934


                        COMMISSION FILE NUMBER 333-49389

                           COOPERATIVE COMPUTING, INC.
             (Exact name of Registrant as specified in its charter)
<TABLE>

<S>                                       <C>
                DELAWARE                                94-2160013
     (State or other jurisdiction of                 (I.R.S. Employer
     incorporation or organization)                Identification No.)

           6207 BEE CAVE ROAD                             78746
              AUSTIN, TEXAS                             (Zip Code)
(Address of principal executive offices)
</TABLE>
                                 (512) 328-2300
                         (Registrant's telephone number,
                              including area code)

Indicate by check whether the registrant: (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes [x]   No [ ]

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

<TABLE>
<CAPTION>
                 Class                        Outstanding at May 15, 2000
                 -----                        ----------------------------
<S>                                     <C>
             Common Stock                             1,000 Shares
</TABLE>
                                     Page 1


                           COOPERATIVE COMPUTING, INC.
                                      INDEX
<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
PART I  - FINANCIAL INFORMATION

ITEM 1. - FINANCIAL STATEMENTS

    COOPERATIVE COMPUTING HOLDING COMPANY, INC.

    Consolidated Balance Sheets as of September 30, 1999 and March 31, 2000    3

    Consolidated Statements of Operations for the three months ended           4
    March 31, 1999 and March 31, 2000 and six months ended March 31, 1999
    and March 31, 2000

    Consolidated Statements of Cash Flows for the six months ended             5
    March 31, 1999 and March 31, 2000

    Notes to Consolidated Financial Statements                                 6

ITEM 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND      9
RESULTS OF OPERATIONS

ITEM 3. - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK          14

PART II - OTHER INFORMATION

ITEM 6. - EXHIBITS AND REPORTS ON FORM 8-K                                    14

SIGNATURE                                                                     15
</TABLE>
                           FORWARD-LOOKING STATEMENTS

INFORMATION SET FORTH IN THIS QUARTERLY REPORT ON FORM 10-Q REGARDING EXPECTED
OR POSSIBLE FUTURE EVENTS, INCLUDING STATEMENTS OF THE PLANS AND OBJECTIVES OF
MANAGEMENT FOR FUTURE GROWTH, OPERATIONS, PRODUCTS AND SERVICES AND STATEMENTS
RELATING TO FUTURE ECONOMIC PERFORMANCE, IS FORWARD-LOOKING AND SUBJECT TO RISKS
AND UNCERTAINTIES. FOR THOSE STATEMENTS, THE COMPANY CLAIMS THE PROTECTION OF
THE SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS PROVIDED FOR BY SECTION 21E OF
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. SUCH FORWARD-LOOKING STATEMENTS
ARE BASED ON ESTIMATES AND ASSUMPTIONS MADE BY MANAGEMENT OF THE COMPANY, WHICH,
ALTHOUGH BELIEVED TO BE REASONABLE, ARE INHERENTLY UNCERTAIN. THEREFORE, UNDUE
RELIANCE SHOULD NOT BE PLACED UPON SUCH ESTIMATES AND STATEMENTS. NO ASSURANCE
CAN BE GIVEN THAT ANY OF SUCH ESTIMATES OR STATEMENTS WILL BE REALIZED AND IT IS
LIKELY THAT ACTUAL RESULTS WILL DIFFER MATERIALLY FROM THOSE CONTEMPLATED BY
SUCH FORWARD-LOOKING STATEMENTS. FACTORS THAT MAY CAUSE SUCH DIFFERENCES INCLUDE
THE FOLLOWING: (1) INCREASED COMPETITION; (2) RAPID TECHNOLOGICAL CHANGE; (3)
INCREASED COSTS; (4) RISKS ASSOCIATED WITH THE INTRODUCTION OF NEW PRODUCTS AND
PRODUCT UPGRADES AND DEPENDENCE ON PROPRIETARY TECHNOLOGY; (5) LOSS OR
RETIREMENT OF KEY MEMBERS OF MANAGEMENT; (6) INABILITY OF THE COMPANY TO
SUCCESSFULLY INTEGRATE BUSINESSES ACQUIRED IN THE FUTURE AND TO REALIZE
ANTICIPATED REVENUE AND COST SAVINGS OPPORTUNITIES; (7) INCREASES IN THE
COMPANY'S COST OF BORROWINGS OR UNAVAILABILITY OF ADDITIONAL DEBT OR EQUITY
CAPITAL; AND (8) CHANGES IN GENERAL ECONOMIC CONDITIONS IN THE MARKETS IN WHICH
THE COMPANY MAY, FROM TIME TO TIME, COMPETE. MANY OF SUCH FACTORS WILL BE BEYOND
THE CONTROL OF THE COMPANY AND ITS MANAGEMENT. IN ADDITION, OTHER FACTORS THAT
COULD AFFECT THE FUTURE RESULTS OF THE COMPANY AND COULD CAUSE THOSE RESULTS TO
DIFFER MATERIALLY FROM THOSE EXPRESSED IN THE FORWARD-LOOKING STATEMENTS ARE
DISCUSSED AT GREATER LENGTH UNDER "MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS" AND APPEAR ELSEWHERE IN THIS
QUARTERLY REPORT. THESE RISKS, UNCERTAINTIES AND OTHER FACTORS SHOULD NOT BE
CONSTRUED AS EXHAUSTIVE, AND THE COMPANY DOES NOT UNDERTAKE, AND SPECIFICALLY
DISCLAIMS ANY OBLIGATION TO UPDATE, ANY FORWARD-LOOKING STATEMENTS TO REFLECT
OCCURRENCES OR UNANTICIPATED EVENTS OR CIRCUMSTANCES AFTER THE DATE OF SUCH
STATEMENTS.


                                     Page 2


PART 1.  FINANCIAL INFORMATION

Item 1.  Financial Statements.

                   COOPERATIVE COMPUTING HOLDING COMPANY, INC.
                           CONSOLIDATED BALANCE SHEETS
                   (Amounts in thousands, except share amounts)


<TABLE>
<CAPTION>
                                                              September 30,      March 31,
                                                                  1999              2000
                                                             --------------    ----------------
<S>                                                          <C>               <C>
ASSETS:
Current assets:
    Cash and cash equivalents                                $           -     $           906
    Trade accounts receivable, net                                  43,977              39,193
    Inventories                                                      9,095               4,206
    Investment in leases                                             4,832               5,500
    Deferred income taxes                                            6,608               6,608
    Prepaid expenses and other current assets                        6,201               6,670
                                                             --------------    ----------------
        Total current assets                                        70,713              63,083

Service parts                                                        3,664               3,135
Property and equipment, net                                         11,686              10,035
Long-term investment in leases                                      15,383              16,705
Capitalized computer software costs, net                            15,435              11,760
Databases, net                                                      13,820              10,789
Deferred financing costs                                             7,274               6,666
Other intangibles                                                  137,187             129,279
Other assets                                                        11,641              10,990
                                                             --------------    ----------------
        Total assets                                         $     286,803     $       262,442
                                                             ==============    ================

LIABILITIES AND STOCKHOLDERS' DEFICIT:
Current liabilities:
    Accounts payable                                         $      17,679     $        10,068
    Payroll related accruals                                        11,110              12,073
    Deferred revenue                                                10,551               7,429
    Current portion of long-term debt                                6,540               7,414
    Accrued expenses and other current liabilities                  12,687              10,059
                                                             --------------    ----------------
          Total current liabilities                                 58,567              47,043

Long-term debt                                                     175,308             179,133
Deferred income taxes                                               30,182              24,858
Other liabilities                                                   10,279              12,266
                                                             --------------    ----------------
          Total liabilities                                        274,336             263,300

Redeemable Class A Common Stock, including $3,020 and
    $7,407 in accretion at September 30, 1999 and                   26,961              31,348
    March 31, 2000 respectively

Stockholders' deficit:
    Common Stock, par value $.000125, authorized 50,000,000
    shares, issued and outstanding 35,220,000                            4                   4
    Additional paid-in capital                                      88,994              88,994
    Retained deficit                                              (103,492)           (121,204)
                                                             --------------    ----------------
Total stockholders' deficit                                        (14,494)            (32,206)
                                                             --------------    ----------------
Total liabilities and stockholders' deficit                  $     286,803     $       262,442
                                                             ==============    ================
</TABLE>

See accompanying Notes to Consolidated Financial Statements

                                     Page 3


                   COOPERATIVE COMPUTING HOLDING COMPANY, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                              (Amounts in thousands)

<TABLE>
<CAPTION>
                                                      Three Months Ended                Six Months Ended
                                                          March 31,                         March 31,

                                                 ----------------------------     -----------------------------
                                                    1999             2000            1999              2000
                                                 ----------        -----------      -----------      ------------
<S>                                              <C>               <C>              <C>              <C>
Revenues:
    Systems                                      $  19,882         $  18,222        $   38,075       $   37,470
    Customer support and information services       37,385            38,578            73,819           76,682
    Finance                                          1,307               681             2,611            1,567
                                                 ----------        ----------       -----------      -----------
Total revenues                                      58,574            57,481           114,505          115,719
Cost of revenues:
    Systems                                         14,186            13,145            27,682           29,974
    Services and finance                            23,438            22,064            44,990           43,060
                                                 ----------        ----------       -----------      -----------
Total cost of revenues                              37,624            35,209            72,672           73,034
                                                 ----------        ----------       -----------      -----------
Gross margin                                        20,950            22,272            41,833           42,685
Operating expenses:
    Sales and marketing                             13,956            12,283            27,601           25,568
    Product development                              3,697             3,397             7,398            6,770
    General and administrative                       9,009             9,599            17,964           19,494
                                                 ----------        ----------       -----------      -----------
Total operating expenses                            26,662            25,279            52,963           51,832
                                                 ----------        ----------       -----------      -----------
Operating loss                                      (5,712)           (3,007)          (11,130)          (9,147)
Interest expense                                    (4,459)           (4,923)           (8,897)          (9,611)
Other income, net                                      366               223               123              440
                                                 ----------        ----------       -----------      -----------
Loss before income taxes                            (9,805)           (7,707)          (19,904)         (18,318)
Income tax benefit                                  (2,381)           (2,166)           (5,442)          (5,181)
                                                 ----------        ----------       -----------      -----------
Net loss                                            (7,424)           (5,541)          (14,462)         (13,137)
Accretion of redeemable convertible stock                -            (2,182)                -           (4,387)
                                                 ----------        ----------       -----------      -----------
Net loss attributable to common stock            $  (7,424)        $  (7,723)       $  (14,462)      $  (17,524)
                                                 ==========        ==========       ===========      ===========

Comprehensive loss:
    Net loss                                     $  (7,424)        $  (5,541)       $  (14,462)      $  (13,137)
    Foreign currency translation adjustment             95               (59)              398             (188)
                                                 ----------        ----------       -----------      -----------
    Comprehensive loss                           $  (7,329)        $  (5,600)       $  (14,064)      $  (13,325)
                                                 ==========        ==========       ===========      ===========
</TABLE>

See accompanying Notes to Consolidated Financial Statements

                                     Page 4


                   COOPERATIVE COMPUTING HOLDING COMPANY, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                              (Amounts in thousands)

<TABLE>
<CAPTION>
                                                                     Six Months Ended
                                                                        March 31,
                                                             ------------------------------
                                                                 1999              2000
                                                             ------------       -----------
<S>                                                          <C>                <C>
OPERATING ACTIVITIES
Net loss                                                     $   (14,462)       $  (13,137)
Adjustments to reconcile net loss to net cash (used in)
    provided by operating activities:
    Depreciation                                                   4,501             4,500
    Amortization                                                  22,225            20,356
    Other, net                                                       278              (189)
    Changes in assets and liabilities, net of effects of
    businesses acquired:
        Trade accounts receivable                                 (2,531)            4,785
        Inventories                                                 (875)            4,890
        Investment in leases                                      (3,223)           (1,990)
        Deferred income taxes                                     (5,989)           (5,324)
        Prepaid expenses and other assets                         (1,742)               20
        Accounts payable                                          (2,671)           (7,611)
        Deferred revenue                                           2,615            (3,122)
        Accrued expenses and other current liabilities            (1,046)              315
                                                             ------------       -----------
Net cash (used in) provided by operating activities               (2,920)            3,493

INVESTING ACTIVITIES
Purchase of property and equipment                                (3,245)           (1,143)
Capitalized computer software costs and databases                 (6,859)           (5,056)
Equity in earnings (loss) of investments                             104               (71)
Purchase of service parts                                         (1,617)           (1,015)
Acquisitions of businesses, net of cash acquired                    (375)                -
Other, net                                                           214                 -
                                                             ------------       -----------
Net cash used in investing activities                            (11,778)           (7,285)

FINANCING ACTIVITIES
Proceeds from credit facility                                     72,600            51,600
Payment on debt facilities                                       (57,130)          (46,902)
Debt issuance costs                                               (1,931)                -
                                                             ------------       -----------
Net cash provided by financing activities                         13,539             4,698
                                                             ------------       -----------

Net decrease in cash and cash equivalents                         (1,159)              906
Cash and cash equivalents, beginning of period                     1,159                 -
                                                             ------------       ----------
Cash and cash equivalents, end of period                     $         -        $      906
                                                             ============       ===========

Supplemental disclosures of cash flow information
Cash paid during the period for:
    Interest                                                 $     8,424        $   10,286
                                                             ============       ===========
    Income taxes                                             $       241        $      149
                                                             ============       ===========
Non-Cash Transactions:
    Accretion of  redeemable Class A Common Stock            $         -        $    4,387
                                                             ============       ===========
</TABLE>


See accompanying Notes to Consolidated Financial Statements

                                     Page 5


                   COOPERATIVE COMPUTING HOLDING COMPANY, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2000
                                   (UNAUDITED)

1.  BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of Cooperative
Computing Holding Company, Inc. ("Holding" or the "Company"), have been prepared
in accordance with generally accepted accounting principles for interim
financial information.  Accordingly, they do not include all of the information
and notes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included.  Operating results for the six months ended March 31, 2000 may
not be indicative of the results for the full fiscal year ending September 30,
2000.  Holding has no assets or liabilities other than (1) its investment in its
wholly owned subsidiary, Cooperative Computing, Inc. ("CCI") and (2) its
Redeemable Convertible Class A Common Stock, the net proceeds of which were
contributed in full to CCI; accordingly, these consolidated financial statements
represent the operations of CCI and its subsidiaries.

Certain amounts in the three and six months ended March 31, 1999 have been
reclassified to conform to the presentation for the three and six months ended
March 31, 2000.

2.  SALE OF LEASE RECEIVABLES

Activity in the following servicing liability accounts (recorded in other
liabilities in the Company's balance sheet) was as follows (in thousands):

<TABLE>
<CAPTION>
                                      LEASE SERVICING      RECOURSE
                                         OBLIGATION       OBLIGATION
                                      ---------------  ---------------
<S>                                   <C>              <C>
Balance at September 30, 1999         $        1,769   $        7,680
Newly-created liabilities                        275            2,836
Charges and lease write-offs                    (524)            (987)
                                      ---------------  ---------------
Balance at March 31, 2000             $        1,520            9,529
                                      ===============  ===============

</TABLE>

3.  INCOME TAXES

The Company recorded an income tax benefit for the three and six months ended
March 31, 2000 at an effective rate of approximately 28%, which is based on the
Company's anticipated results for the full fiscal year. The amount of permanent
differences that impact the effective tax rate are approximately the same for
each of the periods presented.

The Company's benefit for income taxes differs from the amount computed by
applying the statutory rate to loss before income taxes due to the impact of
permanent differences, which consist primarily of goodwill amortization.

4.   COMMON STOCK OPTION PLAN

During March 2000, the Company adopted the Cooperative Computing Holding
Company, Inc. 2000 Stock Option Plan.  The plan provides for the grant of
incentive and non-qualified stock options to employees and key individuals
associated with the Company.  The option price may not be less than the fair
market value at the date of grant as set by the Company's Board of Directors
from time to time.  Options vest in varying amounts over a five-year period and
expire ten years from the date of the grant.  The plan provides for the grant of
5,000,000 shares.  In March 2000, the Company granted 3,726,000 options at an
exercise price of $1.00.

                                     Page 6


5.  RECENT ACCOUNTING PRONOUNCEMENTS

In December 1999, the Securities and Exchange Commission staff released Staff
Accounting Bulletin No. 101, REVENUE RECOGNITION IN FINANCIAL STATEMENTS (SAB
No. 101), which provides guidance on the recognition, presentation and
disclosure of revenue in financial statements.  We believe the Company's current
revenue recognition policies and practices are materially consistent with this
statement.  However, full implementation guidelines for this standard have not
yet been issued.  Once available, the current revenue accounting practices may
need to change and such changes could affect the Company's future revenue and
earnings.

6.  SEGMENT REPORTING

The Company's business operations are organized into two divisions, automotive
and hardlines and lumber, as shown below. Additionally, a breakdown by
geographic area of total revenues and total assets is disclosed. The Americas
geographic area covers the U.S. and Canada. The Europe geographic area covers
United Kingdom, Ireland and France.

                                     Page 7


<TABLE>
<CAPTION>
                                                                 Three Months Ended                  Six Months Ended
                                                                     March 31,                          March 31,
                                                            ----------------------------       ---------------------------
                                                                1999            2000               1999           2000
                                                             ------------    ------------        -----------     -----------
<S>                                                          <C>             <C>                 <C>             <C>

Systems revenues:
    Automotive                                               $    11,157     $    9,098          $   21,463      $   19,741
    Hardlines and lumber                                           8,725          9,124              16,612          17,729
                                                             ------------    -----------         -----------     -----------
Total systems revenues:                                           19,882         18,222              38,075          37,470

Customer support and information services revenues:
    Automotive                                                    24,616         25,189              48,497          50,560
    Hardlines and lumber                                          12,769         13,389              25,322          26,122
                                                             ------------    -----------         -----------     -----------
Total customer support and information services revenues:         37,385         38,578              73,819          76,682

Finance revenues:
    Automotive                                                       605            359               1,203             922
    Hardlines and lumber                                             702            322               1,408             645
                                                             ------------    -----------         -----------     -----------
Total finance revenues:                                            1,307            681               2,611           1,567

Systems costs of revenues:
    Automotive                                                     7,588          6,990              14,267          16,902
    Hardlines and lumber                                           6,598          6,155              13,415          13,072
                                                             ------------    -----------         -----------     -----------
Total systems costs of revenues:                                  14,186         13,145              27,682          29,974

Services and finance cost of revenues:
    Automotive                                                    14,522         13,253              28,589          26,608
    Hardlines and lumber                                           8,916          8,811              16,401          16,452
                                                             ------------    -----------         -----------     -----------
Total services and finance cost of revenues:                      23,438         22,064              44,990          43,060

Sales and marketing:
    Automotive                                                     7,715          7,518              14,948          16,213
    Hardlines and lumber                                           6,241          4,765              12,653           9,355
                                                             ------------    -----------         -----------     -----------
Total sales and marketing:                                        13,956         12,283              27,601          25,568

Product development:
    Automotive                                                     2,429          2,506               4,991           5,058
    Hardlines and lumber                                             965            808               1,928           1,630
    Corporate                                                        303             83                 479              82
                                                             ------------    -----------         -----------     -----------
Total product development:                                         3,697          3,397               7,398           6,770

General and administrative                                         9,009          9,599              17,964          19,494
Interest expense                                                  (4,459)        (4,923)             (8,897)         (9,611)
Other income(expense), net                                           366            223                 123             440
                                                             ------------    -----------         -----------     -----------
Loss before income taxes                                     $    (9,805)    $   (7,707)         $  (19,904)     $   18,318
                                                             ============    ===========         ===========     ===========

Revenues:
    Americas                                                 $    57,028     $   55,971          $  111,476      $  112,755
    Europe                                                         1,546          1,510               3,029           2,964
                                                             ------------    -----------         -----------     -----------
Total revenues                                               $    58,574     $   57,481          $  114,505      $  115,719
                                                             ============    ===========         ===========     ===========

Assets:
    Americas                                                 $  290,219      $  258,041          $  290,219      $  258,041
    Europe                                                        4,903           4,401               4,903           4,401
                                                             -----------     ===========         -----------     ===========
Total assets                                                 $  295,122      $  262,442          $  295,122      $  262,442
                                                             ===========     ===========         ===========     ===========
</TABLE>


                                     Page 8


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

The following discussion of the financial condition and results of operations of
the Company should be read in conjunction with the unaudited historical
consolidated financial statements and notes thereto, which are included
elsewhere herein.

General

The Company is the leading designer and provider of management information
systems and services for the automotive parts aftermarket and the hardlines and
lumber industry. The automotive parts aftermarket industry consists of the
production, sale and installation of both new and remanufactured parts used in
the maintenance and repair of automobiles and light trucks. The hardlines and
lumber industry consists of the sale of products for residential and commercial
building construction, maintenance and repair and agribusiness. The Company's
system offerings are enhanced by extensive information services featuring
specialized database products and customer support and maintenance services.

Historical Results of Operations

Three Months Ended March 31, 2000 Compared to Three Months Ended March 31, 1999

Revenues for the three months ended March 31, 2000 were $57.5 million, compared
to $58.6 million for the three months ended March 31, 1999, a decrease of
$1.1 million, or 1.9%.  For the three months ended March 31, 2000, revenues for
the automotive division decreased $1.7 million, or 4.8%, to $34.6 million, as
compared to the three months ended March 31, 1999. For the three months ended
March 31, 2000, revenues for the hardlines and lumber division increased
$0.6 million, or 2.9%, to $22.9 million, as compared to the three months ended
March 31, 1999.

Systems revenues for the three months ended March 31, 2000 were $18.2 million,
compared to $19.9 million for the three months ended March 31, 1999, a decrease
of $1.7 million, or 8.5%.  Systems revenues for the automotive division for the
three months ended March 31, 2000 decreased $2.1 million to $9.1 million, as
compared to the three months ended March 31, 1999.  This decrease was primarily
due to both market factors and sales strategy changes. The market factors
include an unusually high level of consolidation activity in the market during
1999 resulting in an increase in the amount of systems purchased during that
time, an increase in systems purchased in 1999 to upgrade in anticipation of
Year 2000, and an unusually mild winter during 1999-2000 resulting in less parts
sales in the market and a corresponding decrease in system sales. The sales
strategy changes include a change in the service dealer sales model resulting in
a decrease in revenue in the three months ended March 31, 2000.  Systems
revenues for the hardlines and lumber division for the three months ended March
31, 2000 increased $0.4 million to $9.1 million, as compared to the three months
ended March 31, 1999 primarily due to a change in the sales mix to products with
a higher price point and profit margin.

Customer support and information services revenues were $38.6 million for the
three months ended March 31, 2000, compared to $37.4 million for the three
months ended March 31, 1999, an increase of $1.2 million, or 3.2%.  Customer
support and information services revenues for the automotive division for the
three months ended March 31, 2000 increased $0.6 million to $25.2 million, as
compared to the three months ended March 31, 1999. This increase is primarily
due to growing market share and transition of customers to systems and products
with additional recurring revenue.  Customer support and information services
revenues for the hardlines and lumber division for the three months ended March
31, 2000 increased $0.6 million to $13.4 million, as compared to the three
months ended March 31, 1999. This increase in revenues is primarily due to
growth in point-of-sale information and data warehouse products.

Revenues from financing activities for the three months ended March 31, 2000
were $0.7 million, compared to $1.3 million for the three months ended March 31,
1999, a decrease of $0.6 million, or 46.2%.  Revenues from financing activities
for the automotive division for the three months ended March 31, 2000 decreased
$0.2 million to $0.4 million, as compared to the three months ended March 31,
1999 primarily due to a decrease in the volume of leases sold during the period
and a decrease in the percentage gain on the sale of the leases.  Revenues from

                                     Page 9


financing activities for the hardlines and lumber division for the three months
ended March 31, 2000 declined $0.4 million to $0.3 million as compared to the
three months ended March 31, 1999.  The decrease in finance revenues is
primarily due to a decrease in the volume of leases sold during the period and a
decrease in the percentage gain on the sale of the leases.

Cost of revenues were $35.2 million for the three months ended March 31, 2000,
compared to $37.6 million for the three months ended March 31, 1999, a decrease
of $2.4 million, or 6.4%.  For the three months ended March 31, 2000, cost of
revenues for the automotive division decreased $1.9 million, or 8.6%, to $20.2
million, as compared to the three months ended March 31, 1999.  For the three
months ended March 31, 2000, cost of revenues for the hardlines and lumber
division decreased $0.5 million, or 3.2%, to $15.0 million, as compared to the
three months ended March 31, 1999.

Cost of systems revenues were $13.1 million for the three months ended March 31,
2000, compared to $14.2 million for the three months ended March 31, 1999, a
decrease of $1.1 million, or 7.7%.  Cost of systems revenues for the automotive
division for the three months ended March 31, 2000 decreased $0.6 million to
$7.0 million, as compared to the three months ended March 31, 1999.  The
decrease is primarily due to a decrease in the volume of system sales and a
decrease in software amortization due to certain assets acquired in February
1997 becoming fully amortized.  Cost of systems revenues as a percentage of
systems revenues for the automotive division were 76.8% and 68.0% for the three
months ended March 31, 2000 and 1999, respectively.  The increase is primarily
due to an increase in system installation expenses.   Cost of systems revenues
for the hardlines and lumber division for the three months ended March 31, 2000
decreased $0.5 million to $6.1 million, compared to the three months ended March
31, 1999.  The decrease in cost of systems revenues for the hardlines and lumber
division is primarily due to a decrease in software amortization due to certain
assets acquired in February 1997 becoming fully amortized.  Cost of systems
revenues as a percentage of systems revenues for the hardlines and lumber
division was 67.5% and 75.6% for the three months ended March 31, 2000 and 1999,
respectively.

Cost of revenues for services and finance were $22.1 million for the three
months ended March 31, 2000, compared to $23.4 million for the three months
ended March 31, 1999, a decrease of $1.3 million, or 5.6%. Cost of revenues for
services and finance for the automotive division for the three months ended
March 31, 2000 decreased $1.2 million to $13.3 million, compared to the three
months ended March 31, 1999.  This decrease is primarily due to savings from a
reorganization of the Company's customer support organization.  As a percentage
of services revenues, cost of revenues for services and finance for the
automotive division were 51.9% and 57.4% for the three months ended March 31,
2000 and 1999, respectively.  The decrease in cost of revenues as a percentage
of revenues is primarily due to the savings resulting from the reorganization
described above.  Cost of revenues for services and finance for the hardlines
and lumber division for the three months ended March 31, 2000 decreased $0.1
million to $8.8 million, compared to the three months ended March 31, 1999.  As
a percentage of services revenues, cost of revenues for services and finance for
the hardlines and lumber division were 64.3% and 66.2% for the three months
ended March 31, 2000 and 1999, respectively.

Operating expenses were $25.3 million for the three months ended March 31, 2000,
compared to $26.7 million for the three months ended March 31, 1999, a decrease
of $1.4 million, or 5.2%.

Sales and marketing expense for the three months ended March 31, 2000 decreased
$1.7 million to $12.3 million, as compared to the three months ended March 31,
1999.  Sales and marketing expense for the automotive division for the three
months ended March 31, 2000 decreased $0.2 million to $7.5 million, as compared
to the three months ended March 31, 1999.  As a percentage of revenue, sales and
marketing expense for the automotive division was 21.7% and 21.2% for the three
months ended March 31, 2000 and 1999, respectively.  The decrease in sales and
marketing expense is primarily due to the savings resulting from a
reorganization of product marketing and a reduction in sales personnel.  Sales
and marketing expense for the hardlines and lumber division for the three months
ended March 31, 2000 decreased $1.5 million to $4.8 million, as compared to the
three months ended March 31, 1999.  As a percentage of revenue, sales and
marketing expense for the hardlines and lumber division was 20.9% and 27.8% for
the three months ended March 31, 2000 and 1999, respectively.  The reduction in
sales and marketing expense in the hardlines and lumber division is due to
reduced payroll costs resulting from personnel reductions.

                                     Page 10


Product development expenses for the three months ended March 31, 2000 decreased
$0.3 million to $3.4 million, as compared to the three months ended March 31,
1999.  As a percentage of revenue, product development expenses were 5.9% and
6.3% for the three months ended March 31, 2000 and 1999, respectively.  Product
development expenses for the automotive division for the three months ended
March 31, 2000 increased $0.1 million to $2.5 million.  The increase is
primarily due to additional resources added during the second half of 1999,
primarily in service dealer product development. As a percentage of automotive
division revenue, product development expenses for the automotive division were
7.2% and 6.6% for the three months ended March 31, 2000 and 1999.  Product
development expenses for the hardlines and lumber division for the three months
ended March 31, 2000 decreased $0.2 million to $0.8 million primarily due to
decreased personnel costs.  As a percentage of hardlines and lumber division
revenue, product development expenses for the hardlines and lumber division were
3.5% and 4.5% for the three months ended March 31, 2000 and 1999, respectively.

General and administrative expense for the three months ended March 31, 2000
were $9.6 million compared to $9.0 million for the three months ended March 31,
1999, an increase of $0.6 million, or 6.7%.  As a percentage of revenues,
general and administrative expense was 16.7% and 15.4% for the three months
ended March 31, 2000 and 1999, respectively.  The increase in general and
administrative expenses is primarily due to an increase incentive bonuses, an
increase in benefits expense due to higher claims, and an increase in
professional fees.

Interest expense for the three months ended March 31, 2000 was $4.9 million
compared to $4.5 million for the three months ended March 31, 1999, an increase
of $0.4 million or 8.9%.  The increase in interest expenses is due to an
increase in the base rates, Bank Prime and LIBOR, used in computing the interest
charged to the Company and also to an increase in the spread over the base rate
charged on certain components of the Company's Restated Senior Credit
Facilities.  The effect of the increase in interest rates was partially offset
by a lower average balance of indebtedness for the comparable periods in the
current fiscal year.  See "Liquidity and Capital Resources."

As a result of the above factors, the Company experienced a net loss of $5.5
million for the three months ended March 31, 2000, compared to a net loss of
$7.4 million for the three months ended March 31, 1999, a decrease in loss of
$1.9 million or 25.7%.

Six Months Ended March 31, 2000 Compared to Six Months Ended March 31, 1999

Revenues for the six months ended March 31, 2000 were $115.7 million, compared
to $114.5 million for the six months ended March 31, 1999, an increase of
$1.2 million, or 1.0%.  For the six months ended March 31, 2000, revenues for
the automotive division increased $0.1 million, or 0.1%, to $71.2 million, as
compared to the six months ended March 31, 1999. For the six months ended March
31, 2000, revenues for the hardlines and lumber division increased $1.2 million,
or 2.7%, to $44.5 million, as compared to the six months ended March 31, 1999.

Systems revenues for the six months ended March 31, 2000 were $37.5 million,
compared to $38.1 million for the six months ended March 31, 1999, a decrease of
$0.6 million, or 1.6%.  Systems revenues for the automotive division for the six
months ended March 31, 2000 decreased $1.7 million to $19.8 million, as compared
to the six months ended March 31, 1999.  This decrease was primarily due to
market factors including an unusually high level of consolidation activity in
the market during the six months ended March 31, 1999 resulting in an increase
in the amount of systems purchased during that time.  Also, the six months ended
March 31, 1999 experienced an increase in systems purchased to upgrade in
anticipation of Year 2000.  A third market factor was an unusually mild winter
during 1999-2000 resulting in less parts sales in the market and a corresponding
decrease in system sales.  Systems revenues for the hardlines and lumber
division for the six months ended March 31, 2000 increased $1.1 million to $17.7
million as compared to the six months ended March 31, 1999 due to a change in
the sales mix to products with a higher price point and profit margin and
increased sales of newly released software modules to existing customers.

Customer support and information services revenues were $76.7 million for the
six months ended March 31, 2000, compared to $73.8 million for the six months
ended March 31, 1999, an increase of $2.9 million, or 3.9%.  Customer support
and information services revenues for the automotive division for the six months
ended March 31, 2000 increased $2.1 million to $50.6 million, as compared to the
six months ended March 31, 1999.  This increase is due to growing market share
and transition of customers to systems and products with additional recurring
revenue.  Customer support and information services revenues for the hardlines
and lumber division for the six months ended March 31, 2000 increased $0.8

                                     Page 11


million to $26.1 million, as compared to the six months ended March 31, 1999.
This increase in revenues is due to growth in point-of-sale information and data
warehouse products.

Revenues from financing activities for the six months ended March 31, 2000 were
$1.6 million, compared to $2.6 million for the six months ended March 31, 1999,
a decrease of $1.0 million, or 38.5%. Revenues from financing activities for the
automotive division for the six months ended March 31, 2000 decreased $0.3
million, or 25.0% to $0.9 million, due to a decrease in the volume of leases
sold during the period and a decrease in the percentage gain on the sale of the
leases as compared to the six months ended March 31, 1999. Revenues from
financing activities for the hardlines and lumber division for the six months
ended March 31, 2000 declined $0.7 million to $0.7 million as compared to the
six months ended March 31, 1999.  The decrease in finance revenues is due to a
decrease in the volume of leases sold during the period and a decrease in the
percentage gain on the sale of the leases.

Cost of revenues were $73.0 million for the six months ended March 31, 2000,
compared to $72.7 million for the six months ended March 31, 1999, an increase
of $0.3 million, or 0.4%.  For the six months ended March 31, 2000, cost of
revenues for the automotive division increased $0.6 million, or 1.4%, to $43.5
million, as compared to the six months ended March 31, 1999.  For the six months
ended March 31, 2000, cost of revenues for the hardlines and lumber division
decreased $0.3 million, or 1.0%, to $29.5 million, as compared to the six months
ended March 31, 1999.

Cost of systems revenues were $30.0 million for the six months ended March 31,
2000, compared to $27.7 million for the six months ended March 31, 1999, an
increase of $2.3 million, or 8.3%.  Cost of systems revenues for the automotive
division for the six months ended March 31, 2000 increased $2.6 million to $16.9
million, as compared to the six months ended March 31, 1999.  The increase is
primarily due to an increase in lower margined systems sold to automotive
recyclers offset by a decrease in the volume of system sales.  Cost of systems
revenues as a percentage of systems revenues for the automotive division were
85.4% and 66.5% for the six months ended March 31, 2000 and 1999, respectively.
Cost of systems revenues for the hardlines and lumber division for the six
months ended March 31, 2000 decreased $0.3 million to $13.1 million, compared to
the six months ended March 31, 1999 primarily due to reduced installation costs.
Cost of systems revenues as a percentage of systems revenues for the hardlines
and lumber division was 74.0% and 80.7% for the six months ended March 31, 2000
and 1999, respectively.

Cost of revenues for services and finance were $43.1 million for the six months
ended March 31, 2000, compared to $45.0 million for the six months ended March
31, 1999, a decrease of $1.9 million, or 4.2%. Cost of revenues for services and
finance for the automotive division for the six months ended March 31, 2000
decreased $2.0 million to $26.6 million, compared to the six months ended March
31, 1999.  This decrease is primarily due to cost savings from a reorganization
of the Company's customer support organization.  As a percentage of services
revenues, cost of revenues for services and finance for the automotive division
were 52.6% and 59.0% for the six months ended March 31, 2000 and 1999,
respectively.  Cost of revenues for services and finance for the hardlines and
lumber division for the six months ended March 31, 2000 increased $0.1 million
to $16.5 million, or 0.6%, compared to the six months ended March 31, 1999.  As
a percentage of services revenues, cost of revenues for services and finance for
the hardlines and lumber division were 63.2% and 64.8% for the six months ended
March 31, 2000 and 1999, respectively.

Operating expenses were $51.8 million for the six months ended March 31, 2000,
compared to $53.0 million for the six months ended March 31, 1999, a decrease of
$1.2 million, or 2.3%.

Sales and marketing expense for the six months ended March 31, 2000 decreased
$2.0 million to $25.6 million, as compared to the six months ended March 31,
1999.  Sales and marketing expense for the automotive division for the six
months ended March 31, 2000 increased $1.3 million to $16.2 million as compared
to the six months ended March 31, 1999.  As a percentage of revenue, sales and
marketing expense for the automotive division was 22.7% and 21.0% for the six
months ended March 31, 2000 and 1999, respectively.  The increase in sales and
marketing expense primarily is related to an increase in bad debt expense during
the six months ended March 31, 2000.  Sales and marketing expense for the
hardlines and lumber division for the six months ended March 31, 2000 decreased
$3.3 million to $9.4 million, as compared to the six months ended March 31,
1999.  As a percentage of revenue, sales and marketing expense for the hardlines
and lumber division was 21.1% and 29.3% for the six months ended March 31, 2000
and 1999, respectively.  The reduction in sales and marketing expense in the
hardlines and lumber division is due to reduced personnel costs.

                                     Page 12


Product development expenses for the six months ended March 31, 2000 decreased
$0.6 million to $6.8 million, as compared to the six months ended March 31,
1999.  As a percentage of revenue, product development expenses were 5.9% and
6.5% for the six months ended March 31, 2000 and 1999, respectively. Product
development expenses for the automotive division for the six months ended March
31, 2000 stayed the same.  As a percentage of automotive division revenue,
product development expenses for the automotive division were 7.0% and 7.2% for
the six months ended March 31, 2000 and 1999, respectively.  Product development
expenses for the hardlines and lumber division for the six months ended March
31, 2000 decreased $0.3 million to $1.6 million primarily due to lower personnel
costs.  As a percentage of hardlines and lumber division revenue, product
development expenses for the hardlines and lumber division were 3.6% and 4.4%
for the six months ended March 31, 2000 and 1999, respectively.

General and administrative expense for the six months ended March 31, 2000 were
$19.5 million compared to $18.0 million for the six months ended March 31, 1999,
an increase of $1.5 million, or 8.3%.  As a percentage of revenues, general and
administrative expense was 16.9% and 15.7% for the six months ended March 31,
2000 and 1999, respectively.  The increase in general and administrative
expenses was primarily due to an increase in bonus expense, an increase in
benefits expense due to higher claims, and an increase in legal expenses.

Interest expense for the six months ended March 31, 2000 was $9.6 million
compared to $8.9 million for the six months ended March 31, 1999, an increase of
$0.7 million, or 7.9%.  The increase in interest expenses is due to an increase
in the base rates, Bank Prime and LIBOR, used in computing the interest charged
to the Company and also to an increase in the spread over the base rate charged
on certain components of the Company's Restated Senior Credit Facilities.  The
effect of the increase in interest rates was partially offset by a lower average
balance of indebtedness for the comparable periods in the current fiscal year.
See - "Liquidity and Capital Resources."

As a result of the above factors, the Company experienced a net loss of $13.1
million for the six months ended March 31, 2000, compared to a net loss of $14.5
million for the six months ended March 31, 1999, a decrease in loss of $1.3
million or 9.0%.

Liquidity and Capital Resources

As of March 31, 2000, the Company had $186.5 million in outstanding
indebtedness, an increase of $4.7 million from September 30, 1999. The Company's
outstanding indebtedness under its Restated Senior Credit Facilities at March
31, 2000 included $29.7 million borrowed on the Company's $50.0 million senior
secured revolving credit facility under its Restated Senior Credit Facilities
and $56.8 million of senior secured term loans. The remaining indebtedness
consists of $100.0 million in aggregate principal amount of its 9% Senior
Subordinated Notes due 2008.

The term loan balance was $60.0 million on September 30, 1999.  Repayment began
on December 31, 1999 at a beginning rate of $1.6 million per quarter. All
borrowings under the Restated Senior Credit Facilities are scheduled to be
repaid by March 31, 2004. A portion of the Company's debt bears interest at
floating rates; therefore, its financial condition is and will be affected by
changes in prevailing rates.

In addition to servicing its debt obligations, the Company requires substantial
liquidity for capital expenditures and working capital needs. The Company
requires working capital as it funds its customer leasing operations and then
periodically produces working capital as it liquidates its lease portfolio
through discounting arrangements with banks and lending institutions. For the
six months ended March 31, 2000, the Company's capital expenditures were $7.2
million, which includes $5.1 million for capitalized computer software costs and
databases. Additionally, the Company is obligated to pay a minimum royalty of
$1.0 million through 2011 for a software license that the Company sublicenses to
customers in the automotive industry.

The Company's Restated Senior Credit Facilities impose certain restrictions on
the Company, the most significant of which include limitations on additional
indebtedness, liens, guarantees, payment or declaration of dividends, sale of
assets, investments, capital expenditures, and transactions with affiliates. The
Company must also meet certain tests relating to financial amounts and ratios
defined in the Restated Senior Credit Facilities.  As of March 31, 2000, the
Company was in compliance with the financial tests required by the Restated
Senior Credit Facilities.

                                     Page 13


The Company believes that cash flows from operations, together with the amounts
available under the Company's Restated Senior Credit Facilities, should be
sufficient to fund its working capital and debt service requirements (including
the funding of the customer leasing operations). The Company's ability to meet
its working capital and debt service requirements, however, is subject to future
economic conditions and to financial, business and other factors, many of which
are beyond the Company's control. If the Company is not able to meet such
requirements, it may be required to seek additional financing. There can be no
assurance that the Company will be able to obtain financing from other sources
on terms acceptable to the Company, if at all.

Impact of Year 2000

At this time, the Company has not experienced any Year 2000 problems that have
negatively impacted the production or delivery of our products in a material
manner.  The Company also has not experienced any material internal or external
business interruptions.  In preparing for Year 2000 readiness, the Company did
not establish a separate budget for making either its products or its internal
systems Year 2000 Ready.  Rather, such expenditures were part of the Company's
regular capital and operating budgets.  These expenditures were not tracked
separately.  Thus, the Company does not believe it can estimate the expenditures
accurately; however, the Company does not foresee any material additional
expenditures.  The Company will continue to monitor potential Year 2000
problems.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

Reference is made to Part II, Item 7A, "Quantitative and Qualitative Disclosures
About Market Risk" in the Company's Annual Report on Form 10-K for the fiscal
year ended September 30, 1999. There have been no material changes in the six
months ended March 31, 2000.


PART II.  OTHER INFORMATION

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

(a)  Exhibits

     10.1 - Cooperative Computing Holding Company, Inc. 2000 Stock Option Plan.

     27   - Financial Data Schedule.

(b)  Reports on Form 8-K

     No reports on Form 8-K have been filed during the three months ended
     March 31, 2000.

                                     Page 14


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized, on the 15th day of May, 2000.

                                       COOPERATIVE COMPUTING, INC.

                                       By: /s/ PAUL D. STONE
                                       Paul D. Stone
                                       Senior Vice President and
                                         Chief Administrative Officer


                                     Page 15


                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>

EXHIBIT NO.                    DESCRIPTION
-----------                    -----------
<S>                            <C>
10.1                           Cooperative Computing Holding Company, Inc. 2000 Stock Option Plan.
27                             Financial Data Schedule.


</TABLE>

                                     Page 16