<PAGE> 1

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 20-F

(Mark One)
   

              REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE 
     ------   SECURITIES EXCHANGE ACT OF 1934

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

                            For the fiscal year ended........

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


        For the transition period from February 1, 1998 to April 30, 1998

                         Commission file number: 0-19696

                                   MERANT plc
             (Exact name of Registrant as specified in its charter)

                                ENGLAND AND WALES
                 (Jurisdiction of incorporation or organization)

       The Lawn, 22-30 Old Bath Road, Newbury, Berkshire RG14 1QN, England
                    (Address of principal executive offices)

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

Securities  registered or to be registered pursuant to Section 12(g) of the Act:
Ordinary Shares of 2p each.

Securities for which there is a reporting  obligation  pursuant to Section 15(d)
of the Act: None.

Indicate the number of  outstanding  shares of each of the  issuer's  classes of
capital or common stock as of the close of the period  covered by the Transition
Report: 79,682,213 Ordinary Shares of 2p each.

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

         Yes   X         No 
             -----           -----

Indicate by check mark which financial statement item the Registrant has elected
to follow.

         Item 17          Item 18   X
                 -----            -----


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                                TABLE OF CONTENTS


                                                                              
<TABLE>
                                                                                                               Page
<S>                                                                                                              <C>
General Introduction..............................................................................................1

PART I

Item 3.   Legal Proceedings.......................................................................................3
Item 9.   Management's Discussion and Analysis of Financial Condition and Results of Operations...................4

PART III

Item 15.  Defaults Upon Senior Securities........................................................................12
Item 16.  Changes in Securities and Changes in Security
               for Registered Securities and Use of Proceeds.....................................................12

PART IV

Item 17.  Financial Statements...................................................................................13

Item 18.  Financial Statements...................................................................................13

Signatures.......................................................................................................19

</TABLE>

*Parts  and/or Items of Form 20-F which are not  applicable  to this  Transition
Report have been omitted.


<PAGE> 3

                                                     

                              GENERAL INTRODUCTION

As used herein,  the terms  "MERANT" and the "Group" refer to MERANT plc and its
subsidiaries,  and the term "Company"  refers to MERANT plc. MERANT is a foreign
private issuer with its primary share listing on the London Stock Exchange.

Effective  February 16, 1999, the Company changed its corporate name from "Micro
Focus Group Public Limited Company" to "MERANT plc."

As a foreign private issuer in the United States, the Company is not required to
file  quarterly  reports  with  the  Securities  and  Exchange  Commission  (the
"Commission").  However, beginning in June 1997, the Company began furnishing to
the Commission on a voluntary basis quarterly  reports on Form 6-K which include
the results for the  applicable  Company  fiscal  quarter in a format similar to
that of a Form 10-Q. In addition,  foreign  private issuers in the United States
are not currently  required to file  electronically  with the Commission but may
choose to do so. As of March 1997, the Company began voluntarily  submitting its
filings electronically to the Commission.

Effective  November 30, 1998, the Company  elected to change its fiscal year end
and accounting reference date to April 30 from January 31.
Consequently, as a foreign private issuer, the Company is filing this transition
report  covering  the period  between  January 31, 1998 (the closing date of the
Company's  most recent  fiscal  year) and May 1, 1998 (the  opening  date of the
Company's new fiscal year).

The Financial  Statements and other  financial  information  in this  Transition
Report do not comprise "statutory accounts" within the meaning of Section 240 of
the Companies Act 1985 of Great Britain.  Statutory accounts for the years ended
January  31,  1998,  1997 and 1996  have  been  delivered  to the  Registrar  of
Companies  for England and Wales.  The  auditor's  reports on such accounts were
unqualified.

Prior to the election to change its fiscal year end, the  Company's  fiscal year
ended on January 31 of each year. The references in this  Transition  Report and
the financial statements incorporated herein by reference for fiscal years 1998,
1997 and  1996  are for the  years  ended  January  31,  1998,  1997  and  1996,
respectively.

Micro Focus and INTERSOLV are registered trademarks,  and MERANT is a trademark,
of the Group.  Certain other trademarks  belonging to other companies may appear
in this Transition Report and are the property of their respective owners.

In this Transition Report,  references to "US dollars" or "$" are to US currency
and references to "GB pounds," "GBP" or "p" are to UK currency.

This Transition Report contains  translations of certain amounts in GB pounds to
US dollars.  Such  translations  have been made at the noon buying  rates in New
York City for cable  transfers in foreign  currencies  as announced  for customs
purposes by the Federal Reserve Bank of New York (the "Noon Buying Rate") on the
relevant dates.  These  translations  should not be construed as representations
that the GB pound amounts actually  represent such US dollar amounts or could be
converted  into US  dollars at the rates  indicated  or at any other  rate.  The
exchange  rates  used by the  Company  in the  preparation  of its  consolidated
financial  statements  are based on month end  rates  published  at the close of
business  in London.  Such  rates may differ  from the Noon  Buying  Rates.  For
additional  information on exchange rates between GB pounds and US dollars,  see
"Management's  Discussion  and Analysis of Results of  Operations  and Financial
Condition  - Exchange  Rate  Fluctuations"  on pages 22 and 50 in the  Company's
Annual Report to  Shareholders  for the year ended January 31, 1998 contained in
the Report of Foreign  Issuer on Form 6-K furnished to the Commission on May 28,
1998 (the "1998  Annual  Report to  Shareholders"),  which  sections of the 1998
Annual Report to Shareholders are incorporated herein by reference. On April 30,
1998, the Noon Buying Rate was $1.67 per GBP 1.

<PAGE> 4

The Company  publishes  Annual Reports  containing  annual audited  consolidated
financial  statements and opinions  thereon by independent  public  accountants.
Such  financial  statements  are  prepared  on the basis of  generally  accepted
accounting  principles in the United States ("US GAAP")  expressed in US dollars
and on the basis of  accounting  principles  generally  accepted  in the  United
Kingdom ("UK GAAP")  expressed in GB pounds.  There are  differences  between US
GAAP and UK GAAP in the treatment of goodwill and other intangibles  acquired in
connection  with the  purchase of  subsidiaries,  with respect to the methods of
computing earnings per share, which is calculated using different formulas under
US GAAP and UK GAAP, and with respect to certain  disclosures and  presentation.
The Company has published  quarterly updates and semi-Annual  Reports containing
unaudited  financial  information  prepared  on the same  basis  as its  audited
consolidated  financial  statements.  The  Company  is not  required  to  report
quarterly  financial  information.  Such Annual Reports,  quarterly  updates and
semi-Annual  Reports are furnished to The Bank of New York as "Depositary" under
an Amended  and  Restated  Deposit  Agreement  dated as of March 16, 1998 by and
among the Company,  The Bank of New York and all owners and holders from time to
time of American  Depositary  Receipts  ("ADRs")  issued by the Bank of New York
(the "Deposit  Agreement").  Upon receipt thereof, the Depositary generally will
mail all such reports to record holders of ADRs evidencing  American  Depositary
Shares  ("ADSs").  The Company also  furnishes to the  Depositary all notices of
shareholders'  meetings  and  other  reports  and  communications  that are made
generally  available to shareholders of the Company.  The Depositary  makes such
notices,  reports and communications  available for inspection by record holders
of ADRs  and  mails to all  record  holders  of ADRs  notices  of  shareholders'
meetings received by the Depositary.

The Company is subject to various U.S. securities laws and regulations  relating
to  the  disclosure  of  information.  In  particular,  the  Private  Securities
Litigation Reform Act of 1995, which became effective in the United States as of
January 1, 1996 (the "Securities Litigation Reform Act"), applies to the Company
and its  disclosure of  information  and provides that the Company can be exempt
from  liability  for making  forward-looking  statements  if certain  cautionary
language is included along with such statements. This Transition Report contains
certain "forward-looking  statements" (as such term is defined in Section 27A of
the Securities Act of 1933, as amended (the "Securities  Act") and under Section
21E of the U.S.  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
Act")) that are based on the  beliefs of the  Company's  management,  as well as
assumptions  made  by and  information  currently  available  to  the  Company's
management.  Such  forward-looking  statements  are  subject to the safe  harbor
created by the Securities  Litigation Reform Act. When used in this document and
in  documents   incorporated  herein  by  reference,   the  words  "anticipate,"
"believe,"  "estimate,"  "expect,"  "intend"  and similar  expressions,  as they
relate to the Group,  the Company or its  management,  are  intended to identify
such  forward-looking  statements.  In addition,  statements  concerning  future
matters  (such as  future  gross  margins  and  operating  expense  levels,  the
development of new products,  matters  related to the  integration of INTERSOLV,
Inc. and other recently acquired  businesses,  proprietary rights,  competition,
litigation and the Company's Year 2000  readiness),  related costs and risks and
other statements that are not historical are  forward-looking  statements.  Such
statements  reflect the  current  views of the  Company or its  management  with
respect to future  events and are subject to certain  risks,  uncertainties  and
assumptions.  Should one or more of these risks or uncertainties materialize, or
should  underlying  assumptions  prove incorrect,  the Company's actual results,
performance or  achievements  in fiscal 1999 and beyond could differ  materially
from those  expressed  in, or implied by, any such  forward-looking  statements.
Factors that could cause or contribute to such material differences include, but
are not limited to,  those  discussed  below in Part I, Item 9 hereof  under the
heading "Factors That May Influence Future Operating Results",  as well as those
discussed   elsewhere  in  this  Transition   Report.   The  inclusion  of  such
forward-looking  information  should not be regarded as a representation  by the
Company  or any other  person  that the  future  events,  plans or  expectations
contemplated  by the  Company  will  be  achieved.  The  Company  undertakes  no
obligation   to  release   publicly   any  updates  or  revisions  to  any  such
forward-looking  statements that may reflect events or  circumstances  occurring
after the date of this Transition Report.

                                       2

<PAGE> 5
                                     PART I

ITEM 3.  LEGAL PROCEEDINGS

On December 3, 1998, a complaint was filed in the United States  District  Court
for the Southern  District of New York entitled  Seymour Lazar,  et al. v. Micro
Focus Group plc, et al., 98 CIV.  8591.  The plaintiff  seeks to have the matter
certified as a class action of purchasers of the American  Depository  Shares of
Micro Focus Group plc during the period from June 17, 1998 to November 12, 1998,
including the former  shareholders  of INTERSOLV who acquired ADSs in connection
with the  merger  involving  the two  companies.  In  addition  to  naming  as a
defendant Micro Focus Group plc, the complaint names as defendants Martin Waters
and Richard Van Hoesen.  The  complaint  alleges that the Company and certain of
its  officers  and  directors  violated  Sections  11,  12(a)(2)  and  15 of the
Securities Act of 1933 (as amended),  Sections 10(b) and 20(a) of the Securities
Exchange Act of 1934 (as amended) and  Securities and Exchange  Commission  Rule
10b-5 by failing to disclose  allegedly adverse material  nonpublic  information
concerning  the Company's  business  condition and  prospects.  In January 1999,
three other  substantially  similar complaints to the Lazar complaint were filed
in the Southern  District of New York entitled Paul  Bleustein,  et al. v. Micro
Focus Group plc, et al., No. 99 CIV. 0373;  Michael I. Goldman,  et al. v. Micro
Focus Group plc, et al., No. 99 CIV.  0539;  and Dawn A. Wylie,  et al. v. Micro
Focus  Group plc,  et al.,  No. 99 CIV.  0689.  In  addition  to naming the same
defendants as the Lazar Complaint,  the Bleustein and Wylie complaints also name
Tower Merger Sub Inc., Paul Adams, J. Michael Gullard,  Harold Hughes and Sidney
Webb as defendants.

On December 4, 1998, a complaint was filed in the United States  District  Court
for the Southern District of New York entitled Sol Poller,  TTEE UAD 1/23/91, et
al. v. Micro Focus Group plc, et al., 98 CIV. 8619. The plaintiff  seeks to have
the matter certified as a class action of persons who acquired securities of the
Company in the merger involving INTERSOLV and the Company. In addition to naming
as  defendants  Micro Focus Group plc and Tower Merger Sub Inc.,  the  complaint
names as defendants  Martin Waters,  Richard Van Hoesen,  Paul Adams, J. Michael
Gullard,  Harold  Hughes and J. Sidney  Webb.  The  complaint  alleges  that the
Company and certain of its officers and directors violated Sections 11, 12(a)(2)
and 15 of the Securities  Act of 1933 (as amended),  Sections 14(a) and 20(a) of
the  Securities  Exchange Act of 1934 (as amended) and  Securities  and Exchange
Commission  Rule  14a-9  by  failing  to  disclose  allegedly  adverse  material
nonpublic information concerning the Company's business condition and prospects.
In January 1999, two  substantially  similar  complaints to the Poller complaint
were filed in the United States District Court for the Southern  District of New
York entitled Mark Levy, et al. v. Micro Focus Group plc, et al., 99 CIV.  0001,
and Samuel G. Bonuglie v. Micro Focus Group plc, et al., No. 99 CIV. 0310.

The  Company  anticipates  that  the  seven  actions  described  above  will  be
consolidated  into a single action  shortly.  The Company is seeking to move the
actions to the Northern  District of California,  and the United States District
Court for the Southern  District of New York has not yet decided this issue. The
Company intends to defend all of its litigation vigorously.  However, due to the
inherent uncertainties of litigation,  the Company cannot accurately predict the
ultimate outcome of the litigation.  Any unfavorable outcome of litigation could
have an  adverse  impact on the  Company's  business,  financial  condition  and
results of operations.

                                       3

<PAGE> 6


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

The  following  discussion  should  be read in  conjunction  with the  Company's
condensed  consolidated  financial statements and notes thereto included in Part
IV of this  Transition  Report,  and with  the  Company's  audited  consolidated
financial  statements in U.S.  format for the fiscal year ended January 31, 1998
included in the  Company's  Annual Report on Form 20-F filed with the SEC on May
29, 1998.

For discussion purposes,  the quarter ended April 30, 1998 is referred to as the
"transition  quarter."  The  quarter  ended April 30, 1997 is referred to as the
"prior year quarter,"  "corresponding  quarter of the prior year" or "comparable
prior year period".

RESULTS OF OPERATIONS

Net revenue for the  transition  quarter  ending April 30, 1998 increased 50% to
$48.7  million,  compared  with $32.5  million in the prior year quarter  ending
April 30, 1997. Net income for the transition  quarter grew 125% to $5.3 million
compared  with $2.4 million for the prior year quarter and diluted  earnings per
ordinary  share  were  $0.06 per share  compared  with  $0.03 for the prior year
quarter.  Diluted  earnings per ADS were $0.32 compared with $0.15 for the prior
year quarter.  The following summarizes the significant factors reflected in the
Company's results of operations.

Revenue

Net revenue for the transition  quarter was 50% above the corresponding  quarter
of the prior  fiscal year and was 6% below the  revenue  reported in the quarter
ended  January  31,  1998.  The quarter  ended  January 31 is  historically  the
Company's  strongest  sales quarter and typically is followed  sequentially by a
quarter with lower revenues.

The  year-over-year   increase  in  transition  quarter  net  revenue  over  the
comparable prior year period reflected a balanced  contribution from all product
segments and  territories,  and  substantial  year-over-year  growth in both the
Company's  application  transformation  product  and  consulting  business.  The
Company's  application  transformation  business includes licensing of Year 2000
and Euro currency conversion  products.  For the quarter ended January 31, 1998,
net revenue  from North  American  customers  grew by 40% and net  revenue  from
international  customers  grew 62% from the  corresponding  quarter of the prior
year.

Product  licensing  revenue  for  the  transition  quarter  was  65%  above  the
comparable  prior year  period,  primarily  reflecting  increased  revenue  from
application  transformation products. Service revenue for the transition quarter
increased 211% from the prior year period primarily as a result of growth in the
Company's  consulting  and training  business and revenue  contributed  from the
consulting business of Millennium UK Limited ("Millennium"),  which was acquired
in April 1997. Maintenance revenue grew 3% from the prior year period. This rate
of increase  was lower than the increase in product  licensing  revenue due to a
decrease in maintenance renewal rates and a shift in the Company's overall sales
mix to consulting and application  transformation products licensed on a line of
code basis, neither of which includes maintenance.

There  can be no  assurance  that the  market  for the  Company's  products  and
services will grow in future periods at their historical  rates of growth,  that
certain products or services will not decline,  or that the Company will be able
to increase or maintain its market share in the future or achieve its historical
revenue growth rates.

                                       4

<PAGE> 7


Gross Profit

For the transition quarter, gross profit as a percentage of net revenue was 80%.
This margin was two  percentage  points  higher than the 78% gross profit margin
reported for both the quarter ended April 30, 1997 and for the preceding quarter
ended January 31, 1998.  The increase in gross profit margin  compared with such
prior quarters primarily reflected the accelerated growth of high margin product
sales.

The  Company's  gross  profit  margin can be  affected  by a number of  factors,
including changes in product or distribution channel mix, the mix of product and
service  revenue,  and  competitive  pressures on pricing.  Gross margin also is
dependent on discounts  selectively  provided to customers in competitive  sales
situations.  In  addition,  gross  margin  may  also be  adversely  affected  by
expansion of the Company's consulting organization and the ability to deploy its
capacity to revenue generating projects. As a result of the above factors, gross
margin percentages may be difficult to predict,  and gross margins may fluctuate
from current levels in future periods.

Operating Expenses

Research and development (R&D) expenses for the transition quarter were 2% lower
than the prior  year  quarter  and 9% lower  than the  preceding  quarter  ended
January 31, 1998, and  represented  17% of net revenue as compared to 26% of net
revenue  for the prior  year  period  and 18% for the  preceding  quarter  ended
January 31, 1998. The decrease in  year-over-year  R&D expenses  reflected lower
software  product  amortization  expense and negligible  growth in  compensation
expense and overhead.

The decrease in R&D expenses for the  transition  quarter  versus the  preceding
quarter ended January 31, 1998 was due to lower variable compensation  accruals.
The Company  believes that ongoing  development  of new products and features is
required to maintain and enhance its competitive  position.  Accordingly,  while
the Company intends to continue to control expenses where possible,  the Company
anticipates  that aggregate R&D expenses will increase over time, and may not be
directly related to the level of revenue realized in future quarters.

Sales and marketing expenses for the transition quarter were 60% above the prior
year quarter and 4% above the preceding  quarter  ended  January 31, 1998.  Such
expenses represented 40%, 37% and 35% of net revenue for the transition quarter,
the prior year quarter and the preceding quarter, respectively. The increases in
sales and marketing expenses reflected sales force expansion, higher commission,
and higher advertising and marketing  expenses,  including those associated with
the Company's user conference. The Company believes that continued investment in
sales,  marketing,  customer support and promotional activities are essential to
maintaining its competitive position. In addition,  the Company is expanding its
sales and support staffs.  Accordingly,  the Company  anticipates that sales and
marketing expenses will be higher in future periods.

General and  administrative  (G&A) expenses for the transition  quarter were 96%
above the prior year quarter and 31% below the  preceding  quarter ended January
31,  1998.  G&A  expenses  represented  9%,  7% and  12% of net  revenue  in the
transition  quarter,  the quarter  ended  April 30,  1997 and the quarter  ended
January 31, 1998, respectively.  The increase in G&A expenses for the transition
quarter  over the  comparable  prior year  period  reflected  professional  fees
associated with recent  acquisitions,  staff  additions,  costs  associated with
executive recruitment and goodwill  amortization  associated with the Millennium
acquisition.  G&A  expenses  for the  fourth  quarter  of fiscal  1998  included
proportionately   higher  incentive   compensation  costs  associated  with  the
Company's  financial  performance.  The Company is investing to  strengthen  its
infrastructure  and anticipates that G&A expenses will increase in the aggregate
in future quarters.
                                       5

<PAGE> 8

Net  interest  income for the  transition  quarter was 11% above the  comparable
prior  year  period,  and 6% below the  preceding  quarter.  The  year-over-year
increase  in  interest  income  reflected  higher  average  cash and  short-term
investment  balances.  The decrease  for the quarter  from the previous  quarter
resulted  from lower  average  investment  yields  from funds  invested in money
market instruments.

The Company's tax rate was 34% for the transition quarter as compared to the 33%
rate recorded for the year ended January 31, 1998. The marginal  increase in the
current year's tax rate reflected a decrease in the utility of operating  losses
incurred in prior years. The Company's tax rate is dependent upon the regulatory
environment  of the  countries in which it  operates,  as well as the balance of
income  reported in each  statutory  territory.  While the Company  monitors the
impact of business  fluctuations  on its tax  structure,  influences  beyond the
Company's control may cause a change in the tax rate.

LIQUIDITY AND CAPITAL RESOURCES

The Company  generated  $12.8 million in cash from  operating  activities in the
transition  quarter,  primarily from income before depreciation and amortization
and an $8.8 million  decrease in accounts  receivable since the end of the prior
fiscal year ended January 31, 1998. These factors were offset in part during the
transition  quarter by a $4.7 million decrease in accrued employee  compensation
and a $1.0 million increase in prepaid expenses and other assets.

The  Company  had  $92.8  million  in  cash,  cash  equivalents  and  short-term
investments  at April 30, 1998.  This  balance was $8.3  million  higher than at
January 31, 1998,  reflecting cash provided by operating activities and proceeds
from the issuance of shares upon the exercise of employee stock options,  offset
in part by cash used for capital and software product expenditures.

The Company has a GBP 5.0 million  ($8.3  million at April 30,  1998)  unsecured
revolving  multi-currency  LIBOR loan  facility  as a means of hedging  currency
exposures against the French Franc. This line of credit expires in January 2001.
The interest  rate on  outstanding  borrowings  under this  facility is equal to
0.75% above the LIBOR rate for the  currency in which the  borrowings  are made.
Borrowings  denominated in French Francs under the credit line at April 30, 1998
were the equivalent of $1.7 million,  and were incurring interest at the rate of
4.4% per annum.

During the  transition  quarter,  the Company spent $4.1 million for capital and
leasehold  improvements  largely on upgrades and  expansions of its  information
systems.

YEAR 2000 CONSIDERATIONS

The Year 2000 problem is the result of the  widespread  practice since the early
days of  computing of using only two digits to refer to a year (such as "98" for
"1998") instead of four digits in computer  systems.  When the Year 2000 arrives
or the computer  system  refers to dates after  December 31, 1999,  such systems
will  interpret  the two digits "00" as "1900" as opposed to "2000".  Failure to
address  this  problem  could cause  results  ranging  from  system  failures to
erroneous  calculations  in  date-dependent  operations  for dates falling after
December 31, 1999.  The Company has instituted  various  projects to become Year
2000 ready.  "Year 2000 ready" as used in this report means that the performance
or  functionality  of the Company's  internal  systems will not be significantly
affected by the dates prior to, during and after the Year 2000.

State of Readiness

The Company has developed and implemented an enterprise-wide plan to analyze and
address  potential  Year  2000  issues  affecting  its  internal  systems,   its
interaction  with third  party  vendors  and  suppliers,  and its  products  and
services.

                                       6
<PAGE>  9

The  Company  has   established   a  Year  2000  Project  Team  to  implement  a
comprehensive  four-phase  Year 2000  readiness  plan  addressing  the Year 2000
readiness of the Company's  internal  systems.  The Year 2000  readiness plan is
comprised  of four  phases  (inventory,  analysis,  remediation  and  validation
phases) with a target  completion date of June 30, 1999. The Year 2000 readiness
plan covers IT systems (desktop,  laptop, servers,  routers, hubs, switches, and
remote  access  systems,  operating  systems,  software  and  critical  business
systems), non-IT embedded systems (telephone, voice messaging, teleconferencing,
data services and equipment,  fax,  copiers and similar  equipment),  facilities
(elevators,  security systems, card access systems and similar systems), and the
Company's  vendors and suppliers.  As part of its efforts,  the Company has also
sought  confirmation  from its  material  suppliers  on the  current  Year  2000
readiness of their  systems  and/or their  intended  time schedule for achieving
Year  readiness.  The  Company's  Year 2000  readiness  plan is  progressing  as
scheduled,  with the inventory phase having been substantially completed and the
analysis phase now underway and expected to be substantially  completed by March
15, 1999.

With respect to its software  products,  each of the Company's  product business
units has completed a Year 2000 assessment of its currently offered products. In
preparing  for the Year 2000 date change,  the Company has adopted the Year 2000
compliance  standard  published by the British  Standards  Institute (BSI) - BSI
DISC PD2000-1 "A Definition of Year 2000 Conformity  Requirements."  As a result
of this assessment, the Company believes that the vast majority of its currently
offered  products  are Year 2000  compliant,  and expects  virtually  all of its
remaining  currently  offered  products to become compliant during calendar 1999
through  new  releases.  In any event,  the  Company  expects  that all the then
current  versions of its offered products will be Year 2000 compliant before the
end of calendar 1999. Because Year 2000 compliance is generally  integrated into
its normal product development activities, the Company has not incurred and does
not expect to incur any  significant  incremental  expenses in  addressing  this
issue  in its  product  lines.  The  Company  believes  that a small  number  of
customers who receive  product  support from the Company are  operating  product
versions  that may not be Year 2000  compliant or products  that the Company has
replaced or intends to replace with comparable Year 2000 compliant products. The
Company believes that the vast majority of such customers are migrating and will
continue to migrate to compliant  versions and  products  through new  releases,
which the Company is strongly encouraging. In addition, certain former customers
may be  operating  non-compliant  versions  of  products in respect of which the
Company's  agreed-upon  product support and warranty  periods have expired.  The
Company has not  undertaken,  and does not plan to undertake  in the future,  an
assessment of whether these former  customers  are taking  appropriate  steps to
address any related Year 2000 issues.

The  Company  does not expect  customers  who  purchase  or migrate to Year 2000
compliant  versions of its products to experience any Year 2000 failures  caused
by such products. In addition,  the Company believes that its licenses and other
agreements  contain  customary  and  appropriate  limitations  on the  Company's
obligations  with  respect to any Year 2000  failures  that may be caused by its
current  or  former  products.  However,  there  can be no  assurance  that  the
Company's  expectations  and  beliefs  as to  these  matters  will  prove  to be
accurate.  Moreover,  the Company's products are used in IT systems comprised of
third-party hardware and software, some of which may not be Year 2000 compliant.
Many of the Company's customers use legacy computer systems that are expected to
be particularly susceptible to Year 2000 compliance issues. Various commentators
have  predicted  that a significant  amount of litigation  may arise out of Year
2000 compliance issues.  While the Company has not been subject to any Year 2000
product claims or lawsuits to date,  there can be no assurance that customers or
former  customers will not bring claims or lawsuits  against the Company seeking
compensation for losses associated with Year 2000-related  failures.  A material
adverse  outcome in a Year 2000 claim or lawsuit  could have a material  adverse
effect on the Company's business, financial condition and results of operations.

A small  number of the  products  the  Company  sells are  licensed  from  third
parties.  Although the current  versions of these  products have  generally been
warranted  to the  Company as being Year 2000  compliant,  these  products  have
generally  not been  subjected to the same  extensive  Company  testing as those
products developed or acquired by the Company.  The Company is therefore working
with these third party suppliers to obtain assurance of Year 2000 compliance.

                                       7
<PAGE> 10

The Company has  designated  its website as the  Company's  "Year 2000  Internet
Website" under the terms of the Year 2000  Information and Readiness  Disclosure
Act (the "Act") (S.2392).  The information provided on past and present pages on
this website  regarding the Year 2000  compliance  of Company  products has been
designated as "Year 2000 Readiness  Disclosures." The pages on this website have
been and will continue to be the Company's  primary means for  communicating  to
customers regarding the Year 2000 compliance of its products.

Demand for Year 2000 Remediation Products and Services

The Company  anticipates that demand in the Year 2000 product and service market
will decline,  perhaps  rapidly,  in anticipation of or following the Year 2000,
and the demand for the Company's Year 2000 compliance  products and services may
also decline significantly as a result of new technologies, competition or other
factors. In the quarter ended October 31, 1998, the Company's Year 2000 business
was  affected  by  customers  moving  to the later  stages of their  remediation
processes, for which the Company did not have the appropriate products generally
available until November 1998. If these factors were to continue,  the Company's
license revenue and professional  service fees could be materially and adversely
affected.

Costs and Risks Associated with Year 2000 Issues; Contingency Plans

The Company currently does not anticipate that it will incur material  operating
expenses or be required to invest heavily in internal systems  improvements as a
result of Year 2000 readiness issues. In addition,  the Company has not incurred
and does not currently expect to incur any significant  incremental  expenses in
addressing  this issue in its  product  and  services.  Upon  completion  of the
analysis phase of the Company's  Year 2000 readiness  plan, the Company plans to
undertake an assessment of any material expenses it will be required to incur in
order to complete its Year 2000 readiness plan.

Although the Company believes that its Year 2000 readiness  efforts are designed
to appropriately identify and address those Year 2000 issues that are within the
Company's control,  there can be no assurance that the Company's efforts will be
fully effective or that Year 2000 issues will not have a material adverse effect
on the Company's  business,  financial  condition or results of operations.  The
novelty and complexity of the issues  presented and the Company's  dependence on
the  preparedness  of third  parties are among the factors  that could cause the
Company's  efforts to be less than fully effective.  Moreover,  Year 2000 issues
present many risks that are simply  beyond the  Company's  control,  such as the
potential  effects of Year 2000  issues on the  economy  in  general  and on the
Company's business partners and customers in particular.  The Company intends to
continue to evaluate both existing and newly  identified  Year 2000 risks and to
develop and implement such further responsive measures as it deems appropriate.

The Company  currently does not have a contingency  plan, but plans to develop a
contingency  plan upon the  completion  of the  analysis  phase of its Year 2000
readiness plan. Should the evaluation of both existing and newly identified Year
2000  risks  indicate  that  there is a  sooner  need  for a  contingency  plan,
responsive measures will be developed as appropriate.  Any such contingency plan
will seek to minimize the impact on the Company's business,  financial condition
and results of operations.

FACTORS THAT MAY INFLUENCE FUTURE OPERATING RESULTS

The Company operates in a rapidly changing environment that involves a number of
risks,  some of which are  beyond the  Company's  control.  This  section of the
discussion  highlights  some of these  risks  and the  possible  impact of these
factors on future results of operations.

                                       8
<PAGE> 11

The  factors  set  forth  below as well as  statements  made  elsewhere  in this
quarterly  report contain certain  forward looking  statements that are based on
the beliefs of the Company's  management,  as well as  assumptions  made by, and
information  currently  available  to, the Company's  management.  The Company's
actual results,  performance or achievements in the remainder of fiscal 1999 and
beyond could differ  materially from those expressed in, or implied by, any such
forward-looking statements.

Factors that could cause or contribute to such material differences include, but
are not limited to,  those  discussed in this  section  below,  as well as those
discussed  elsewhere  in this  Transition  Report.  The  Company  undertakes  no
obligation   to  release   publicly   any  updates  or  revisions  to  any  such
forward-looking  statements that may reflect events or  circumstances  occurring
after  the  date of this  Transition  Report.  For  more  information  regarding
forward-looking statements, see "General Introduction" above.

Integration of INTERSOLV; Synergies. In September 1998, the Company acquired all
the share  capital of  INTERSOLV,  Inc.  ("INTERSOLV")  (see Note 5 of "Notes to
Condensed Consolidated Financial Statements  (Unaudited)).  The Company acquired
INTERSOLV with the  expectation  that the  acquisition  will result in long-term
strategic benefits. Realization of these anticipated benefits depends in part on
whether the operations and  administration of the companies are integrated in an
efficient and effective manner.  There can be no assurance that this will occur.
The combined  company's  integration  efforts  have yet to be completed  and are
still ongoing. The successful  integration of MERANT and INTERSOLV will require,
among other things, integration of the product offerings of the companies, sales
and  marketing  and  research  and  development  efforts,  the  cooperation  and
coordination of the business managers of the two companies,  and the integration
of globally dispersed operations.  It is possible that this integration will not
be  accomplished   smoothly  or  successfully,   and  that  efforts  to  achieve
integration  may  require  more time,  expense  and  management  attention  than
anticipated.  The diversion of management's attention from day-to-day operations
and  any  difficulties  encountered  in the  integration  process  could  have a
material  adverse  effect on the  Company's  business,  financial  condition and
results of  operations.  If the  integration  of the Company's  and  INTERSOLV's
operations  is not  successful,  if the  combined  companies  do not achieve the
operational efficiencies and other business synergies that are anticipated or if
those  synergies  are not  achieved as quickly as may be  expected by  financial
analysts or at the level expected by financial analysts, or if the effect of the
merger on earnings  per share is not in line with the  expectation  of financial
analysts,  the market  price of the MERANT  Ordinary  Shares or the MERANT  ADSs
could be significantly and adversely affected.

Fluctuations in Operating Results; Absence of Significant Backlog. The Company's
future operating results are subject to quarterly and annual fluctuations due to
a variety of factors,  including demand for the Company's products, the size and
timing of customer orders and the lengthy sales cycle,  product life cycles, the
ability of the Company to introduce and market new and enhanced  versions of the
Company's  products on a timely basis,  the  introduction  and acceptance of new
products and product  enhancements by the Company or its  competitors,  customer
order deferrals in anticipation of new or enhanced products or technologies, the
timing  of  product   introductions  or  enhancements  by  the  Company  or  its
competitors,  technological changes in the software industry, changes in the mix
of  distribution  channels  through  which the  Company's  products are offered,
purchasing patterns of distributors and retailers,  including customer budgeting
cycles, the quality of products sold, price and other competitive  conditions in
the industry,  changes in the Company's level of operating expenses,  changes in
the Company's sales  incentive  plans,  the  cancellation of licenses during the
warranty period,  non-renewal of maintenance agreements, the effects of extended
payment terms  (particularly for international  customers),  economic conditions
generally or in various  geographic  areas, and other factors  discussed in this
section.

A relatively high percentage of the Company's  operating  expenses is fixed over
the short term and if anticipated revenue for a fiscal quarter does not occur or
is delayed,  the  operating  results for that quarter would be  immediately  and
adversely  affected.  The Company  historically has operated with little product
backlog, because its products are generally shipped as orders are received. As a
result,  revenue of the  Company in any  quarter  will  depend on the volume and
timing  of,  and the  ability  to fill,  orders  received  in that  quarter.  In

                                       9
<PAGE>  12

addition,  a substantial  portion of the Company's  revenue for most quarters is
booked and shipped in the last month of the quarter  such that the  magnitude of
the quarterly  fluctuations  may not become evident until late in or even at the
end of the particular quarter.

Seasonality  of Operating  Results.  The  Company's  revenue also is affected by
seasonal fluctuations resulting from lower sales that typically occur during the
summer months in Europe and other parts of the world.  In addition,  the Company
has  historically  experienced  lower  revenue for the first quarter of a fiscal
year than in the fourth quarter of the prior fiscal year. The Company  typically
has recognized a high proportion of its quarterly  revenue during the last month
of a fiscal quarter and significant  fluctuations in new order revenue can occur
due to the timing of customer orders.  Quarterly  results  therefore can vary to
the extent that sales for a quarter are delayed, particularly since a relatively
high proportion of the Company's  expenses do not vary with revenue.  Due to all
of the  foregoing  factors,  it is  possible  that in some future  quarters  the
Company's  operating  results  will be below the  expectations  of stock  market
analysts  and  investors  and that the  Company's  share price  would  likely be
materially adversely affected.

Product  Concentration.  Substantially all of the Company's total net revenue is
derived from products and related services for mainframe application development
in the COBOL language and COBOL compilers  running on workstations  and personal
computers.  The  Company  expects  that a  substantial  portion of its total net
revenue  will be derived from such  products  and  services in the future.  As a
result,  the Company's  future  operating  results depend upon continued  market
acceptance  and use of the COBOL  language.  Any  decline  in the  demand for or
market  acceptance  or use of the COBOL  language or  mainframes  as a result of
competition, technological change or other factors could have a material adverse
effect on the Company's business, financial condition and results of operations.

Year 2000 Business and Compliance Issues.  Information  concerning the Company's
state of Year 2000 readiness,  the demand for its Year 2000 remediation products
and services, the costs associated with its Year 2000 issues and its contingency
plans are incorporated herein by reference to the information  included above in
this  Transition  Report  under  the  caption  entitled  "Item 9 -  Management's
Discussion and Analysis of Financial Condition and Results of Operations -- Year
2000 Considerations".

Rapid  Technological  Change;  Dependence on New  Products.  The Company is in a
market  that  is  subject  to  rapid  technological  change.  The  Company  must
continually  adapt to that change by improving its products and  introducing new
products, technologies and services. The growth and financial performance of the
Company  will  depend in part on its  ability,  on a timely  and  cost-effective
basis,  to develop  and  introduce  enhancements  of existing  products  and new
products  that  accommodate  the latest  technological  advances and  standards,
customer  requirements and market  conditions.  The Company's ability to develop
and market enhancements of existing products and new products depends in part on
its ability to attract and retain qualified employees.  In the past, the Company
has  experienced  delays  and  increased  expenses  in  developing  certain  new
products.  Any failure by the Company to  anticipate  or respond  adequately  to
changes in technology and market conditions, to complete product development and
introduce  new  products  on a  timely  basis  and  with an  adequate  level  of
performance  and  functionality,  or to attract and retain  qualified  employees
could materially  adversely affect the Company's  business,  financial condition
and results of operations.

Competition.  The markets in which the Company  competes  are  characterized  by
rapid  technological  change and  aggressive  competition.  The Company  expects
competition to increase in the future from existing  competitors  and from other
companies  that may enter the Company's  existing or future markets with similar
or substitute solutions that may be less costly or provide better performance or
functionality  than the Company's  products.  Some of the Company's  current and
prospective  competitors  in  its  product  and  service  markets  have  greater
financial,  marketing or technical resources than the Company and may be able to
adapt more quickly to new or emerging technologies,  or devote greater resources
to the promotion and sale of their  products than can the Company.  There can be

                                       10
<PAGE> 13

no assurance that other companies will not develop  competitive  products in the
future.  In addition,  the software  industry is characterized  generally by low
barriers   to  entry,   as  a  result  of  which  new   competitors   possessing
technological,  marketing or other competitive advantages may emerge and rapidly
acquire  market share.  Furthermore,  there can be no assurance that the Company
will be able to compete  effectively in the future in the professional  services
market and, particularly, in the Year 2000 professional services market.

Susceptibility to General Economic Conditions. The Company's revenue and results
of operations are subject to fluctuations in the general economic  conditions in
the various areas of the world in which it does business.  The risks inherent in
conducting  international  business  generally include exposure to exchange rate
fluctuations  (see the section  entitled  "Exchange Rate  Fluctuations"  below),
longer payment cycles,  greater  difficulties in accounts receivable  collection
and enforcing agreements,  tariffs and other restrictions on foreign trade, U.S.
export requirements,  economic and political instability,  withholding and other
tax consequences,  restrictions on repatriation of earnings,  and the burdens of
complying with a wide variety of foreign laws. In addition,  the laws of certain
foreign  countries  in which the  Company's  products  may be  marketed  may not
protect the Company's intellectual property rights to the same extent, as do the
laws of the United States and Europe. There can be no assurance that the factors
described  above  will  not  have an  adverse  effect  on the  Company's  future
international revenue.

Dependence on Key Personnel.  Several of the senior management  personnel of the
Company  are  relatively  new to the  Company,  including  the  Company's  Chief
Executive  Officer and Chief Financial  Officer,  and the Company's success will
depend  in  part  on  the  successful  assimilation  and  performance  of  these
individuals.  Competition  for qualified  personnel in the software  industry is
intense,  and there can be no assurance that the Company will be able to attract
and retain a sufficient number of qualified personnel to conduct its business in
the future.  The  Company's  success  depends to a  significant  degree upon the
continued contributions of its key management,  marketing,  product development,
professional  services and  operational  personnel,  including  key personnel of
acquired companies. The Company will not have employment agreements with most of
its key  personnel,  nor does it maintain  key person life  insurance  on any of
these persons.

Management  of  Growth.   Both  of  the  Company  and  INTERSOLV  have  recently
experienced  a period of rapid growth in net  revenue.  This growth has placed a
significant strain on the financial, management, operational and other resources
of the combined companies,  and if it continues is expected to continue to place
a significant  strain on the Company's  financial,  management,  operational and
other  resources.  There  can be no  assurance  that  the  Company's  management
personnel,  systems,  procedures  and  controls  will be adequate to support the
Company's existing and future operations.

Volatility  of Stock Price.  The market price of the  Company's  securities  has
experienced significant price volatility, particularly since the announcement of
the  Company's  proposed  acquisition  of  INTERSOLV  in  June  1998,  and  such
volatility  may occur in the  future.  Factors  such as  actual  or  anticipated
fluctuations in the Company's operating results,  changes in financial estimates
by securities analysts, announcements of technological innovations, new products
or new contracts by the Company or its competitors, developments with respect to
patents, copyrights or proprietary rights, conditions and trends in the software
and other technology industries,  adoption of new accounting standards affecting
the software  industry,  general market  conditions and other factors may have a
significant impact on the market price of the Company's securities. Furthermore,
the stock  market  has  experienced  extreme  volatility  that has  particularly
affected  the  market  prices  of  equity  securities  of many  high  technology
companies. These market fluctuations, as well as general economic, political and
market  conditions  may  adversely  affect  the  market  price of the  Company's
securities.

Recent and Future Acquisitions.  The challenges of integrating the organizations
and  operations  of the Company and  INTERSOLV  have been  compounded by ongoing
efforts  associated  with  the  integration  of  recent   acquisitions  by  both
companies, including the acquisitions by the Company of Millennium UK Limited in

                                       11
<PAGE>  14

April 1997, XDB Systems,  Inc. in January 1998, Micro Focus Italia S.r.L. in May
1998  and  Advanced  Software  Engineering  Pty.  Ltd.  in  August  1998 and the
acquisition  by INTERSOLV of SQL  Software,  Ltd. in March 1998.  The Company is
still  in  the  process  of  integrating   the  operations   acquired  in  these
transactions  with its  own.  There  can be no  assurance  that the  anticipated
benefits  of recently  concluded  business  combinations  will be  realized.  In
addition,  these acquisitions have required  significant  additional  management
resources and attention.  The Company  expects to continue  growing its business
through acquisitions. If the Company is unsuccessful in integrating and managing
the  recently  acquired  businesses  or other  businesses  it may acquire in the
future, the Company's  business,  financial  condition and results of operations
could be adversely affected in future periods.

Enforceability  of U.S.  Judgments.  The  Company  is a public  limited  company
organized  under  the laws of  England  and  Wales.  Judgments  of U.S.  courts,
including  judgments  against the  Company,  predicated  on the civil  liability
provisions  of the  federal  securities  laws of the United  States,  may not be
enforceable in English courts.

Exchange Rate Fluctuations

Revenue,  costs and expenses  arising in currencies  other than U.S. dollars are
translated  using average exchange rates for the applicable  period.  Assets and
liabilities  denominated  in currencies  other than the  reporting  currency are
translated at exchange  rates in effect at the balance sheet date.  The majority
of the  Company's  net  revenue  arises  in U.S.  dollars,  while  its costs are
incurred   approximately   equally  in  U.S.   dollars  and  other   currencies,
predominately   GB  pounds.   Consequently,   fluctuations  in  exchange  rates,
particularly  between the U.S.  dollar and the GB pound,  may have a significant
impact on the Company's operating results,  notably when expressed in GB pounds.
During the transition quarter,  fluctuations  between the U.S. dollar and the GB
pound were not significant, and net exchange rate gains or losses on operational
transactions were immaterial.

                                    PART III

ITEM 15. DEFAULTS UPON SENIOR SECURITIES

         None.

ITEM 16. CHANGES IN SECURITIES AND CHANGES IN SECURITY FOR REGISTERED SECURITIES
         AND USE OF PROCEEDS

Effective as of the close of business on March 13, 1998, the Company undertook a
subdivision  (or stock split) of its  Ordinary  Shares on a 5-for-1  basis.  The
Company's  ADSs have been  adjusted  such that each ADS  represents  5  Ordinary
Shares.  All share and per share references  included in this Transition  Report
have been adjusted to reflect the impact of the  above-mentioned  stock split of
the Ordinary Shares.

                                       12
<PAGE> 15


                                     PART IV

ITEM 17. FINANCIAL STATEMENTS

         See Item 18.

ITEM 18. FINANCIAL STATEMENTS

                   Condensed Consolidated Statements of Income
                (in thousands, except per share and per ADS data)
                                   (unaudited)

<TABLE>
                                                                             Three months      Three months
                                                                                 ended             ended
                                                                            April 30, 1998    April 30, 1997
------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>                <C>    
Net revenue
     Product revenue                                                              $29,542           $17,892
     Maintenance revenue                                                           13,015            12,683
     Service revenue                                                                6,093             1,958
------------------------------------------------------------------------------------------------------------
Total net revenue                                                                  48,650            32,533
------------------------------------------------------------------------------------------------------------
Cost of revenue
     Cost of product revenue                                                        2,116             2,177
     Cost of maintenance revenue                                                    3,438             2,823
     Cost of service revenue                                                        4,243             2,310
------------------------------------------------------------------------------------------------------------
Total cost of revenue                                                               9,797             7,310
------------------------------------------------------------------------------------------------------------
Gross profit                                                                       38,853            25,223
------------------------------------------------------------------------------------------------------------
Operating expenses
     Research and development                                                       8,378             8,527
     Sales and marketing                                                           19,217            11,987
     General and administrative                                                     4,267             2,178
------------------------------------------------------------------------------------------------------------
Total operating expenses                                                           31,862            22,692
------------------------------------------------------------------------------------------------------------
Income from operations                                                              6,991             2,531
Interest income, net                                                                1,096               983
------------------------------------------------------------------------------------------------------------
Income before income taxes                                                          8,087             3,514
Income taxes                                                                      (2,750)           (1,139)
Net income                                                                         $5,337            $2,375
------------------------------------------------------------------------------------------------------------
Net income per share: basic                                                         $0.07             $0.03
Net income per ADS: basic                                                           $0.34             $0.15
------------------------------------------------------------------------------------------------------------
Weighted average number of shares outstanding: basic                               79,483            77,767
Shares converted to ADS equivalent                                                 15,897            15,553
------------------------------------------------------------------------------------------------------------
Net income per share: diluted                                                       $0.06             $0.03
Net income per ADS: diluted                                                         $0.32             $0.15
------------------------------------------------------------------------------------------------------------
Weighted average number of shares outstanding: diluted                             84,191            80,755
Shares converted to ADS equivalent                                                 16,838            16,151
------------------------------------------------------------------------------------------------------------

Note:  Shares and  per-share  data for all periods  presented  above reflect the 5-for-1 stock split of the Company's 
ordinary shares,  which was effective  as  of the  close of business  on March 13,  1998.  The  Company's  American 
Depositary Shares ("ADSs") did not split.  Instead the conversion  rights of such ADSs were adjusted  such that each 
ADS now  represents  five  ordinary  shares.  Per share earnings also are shown on an ADS equivalent basis.

The accompanying notes are an integral part of these condensed consolidated financial statements

</TABLE>
                                       13
<PAGE> 16


                      Condensed Consolidated Balance Sheets
                                 (in thousands)

<TABLE>
                                                                                   April 30, 1998    January 31, 1998
                                                                                     (Unaudited) 
----------------------------------------------------------------------------------------------------------------------
<S>                                                                                         <C>             <C>    
Assets
Current assets:
     Cash and cash equivalents                                                            $52,377          $48,174
     Short-term investments                                                                40,448           36,316
     Accounts receivable, net                                                              39,074           47,798
     Inventories                                                                              421              519
     Prepaid expenses and other assets                                                      3,787            2,833
-------------------------------------------------------------------------------------------------------------------
Total current assets                                                                      136,107          135,640
-------------------------------------------------------------------------------------------------------------------
Fixed assets:
     Property, plant and equipment, net                                                    40,224           39,083
     Goodwill, net                                                                          4,883            5,346
     Software product assets, net                                                          19,824           20,328
-------------------------------------------------------------------------------------------------------------------
Total assets                                                                             $201,038         $200,397
-------------------------------------------------------------------------------------------------------------------
Liabilities and shareholders' equity
Current liabilities:
     Bank loans                                                                            $1,663           $1,652
     Accounts payable                                                                       6,346            6,957
     Accrued employee compensation                                                          7,568           12,383
     Income taxes payable                                                                  12,926           10,459
     Deferred revenue                                                                      29,208           32,848
     Other current liabilities                                                             11,643           12,085
-------------------------------------------------------------------------------------------------------------------
Total current liabilities                                                                  69,354           76,384
-------------------------------------------------------------------------------------------------------------------
Long-term debt and other liabilities                                                           18               20
Deferred income taxes                                                                       9,463            9,159
-------------------------------------------------------------------------------------------------------------------
Total liabilities                                                                          78,835           85,563
-------------------------------------------------------------------------------------------------------------------
Shareholders' equity:
     Ordinary shares: 2 pence (GB) par value,
     112,500,000 shares authorized, 79,682,000
     outstanding (79,417,000 at January 31, 1998)                                           2,547            2,546
     Additional paid-in capital                                                            34,731           33,362
     Unrealized (loss) gain on available-for-sale securities, net of tax                     (28)               44
     Treasury stock                                                                       (7,769)          (7,769)
     Retained earnings                                                                     94,356           89,019
     Currency translation adjustment                                                      (1,634)          (2,368)
-------------------------------------------------------------------------------------------------------------------
Total shareholders' equity                                                                122,203          114,834
-------------------------------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity                                               $201,038         $200,397
-------------------------------------------------------------------------------------------------------------------

The accompanying notes are an integral part of these condensed consolidated financial statements

</TABLE>

                                       14
<PAGE> 17


                 Condensed Consolidated Statements of Cash Flow
                                 (in thousands)
                                   (unaudited)

<TABLE>

                                                                               Three months      Three months
                                                                                   ended             ended
                                                                               April 30, 1998    April 30, 1997
----------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>                <C>    
Operating activities
     Net income                                                                    $5,337            $2,375
     Adjustments to reconcile net income to cash provided by operations
        Depreciation of fixed assets                                                2,896             1,968
        Amortization of software product assets                                     2,782             3,121
        Amortization of goodwill                                                      464                 0
        Loss on sale of fixed assets                                                  (4)               (3)
     Changes in operating assets and liabilities:
        (Increase) decrease in accounts receivable                                  8,818           (1,710)
        Decrease in inventories                                                        92               104
        (Increase) in prepaid expenses and other assets                           (1,037)             (822)
        Increase (decrease) in accounts payable                                     (559)               144
        Increase in product royalties payable                                           6               453
        Increase (decrease) in accrued employee compensation                      (4,678)               315
        Increase in accrued payroll taxes                                             461               204
        Increase in income taxes payable                                            2,471             1,099
        Increase (decrease) in deferred revenue                                   (3,782)             2,246
        (Decrease) in other current liabilities                                     (452)           (2,671)
------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities                                          12,815             6,823
------------------------------------------------------------------------------------------------------------
Investing activities
     Purchases of property, plant & equipment, net of capital lease obligations   (4,085)           (1,223)
     incurred
     Software product asset purchases                                             (1,999)           (2,168)
     Acquisition of subsidiary, net of cash balances acquired                           0           (3,208)
     Available-for-sale securities                                                (4,132)          (36,629)
     Disposals of property, plant and equipment                                        13               566
------------------------------------------------------------------------------------------------------------
Net cash (used) by investing activities                                          (10,203)          (42,662)
------------------------------------------------------------------------------------------------------------
Financing activities
     Issuance of ordinary shares, net of expenses                                   1,408             (281)
     Borrowings                                                                      (17)               263
     Repayment of capital leases                                                      (1)              (10)
------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities                                           1,390                 8
------------------------------------------------------------------------------------------------------------
Effect of exchange rate changes on cash                                               201              (44)
------------------------------------------------------------------------------------------------------------
Increase (decrease) in cash                                                         4,203          (35,875)
Cash at beginning of period                                                        48,174            73,119
------------------------------------------------------------------------------------------------------------
Cash at end of period                                                             $52,377           $37,244
------------------------------------------------------------------------------------------------------------

The  accompanying notes are an integral  part  of  these  condensed consolidated financial statements

</TABLE>
                                       15
<PAGE> 18

        Notes to Condensed Consolidated Financial Statements (Unaudited)

1.  Basis of Presentation

MERANT  plc  (the  "Company")  is  incorporated  in  England  and  Wales.  Where
applicable,   the  term   "Company"   also  includes  the  direct  and  indirect
subsidiaries  of MERANT plc. The  condensed  consolidated  financial  statements
shown herein are stated in U.S.  dollars and are prepared  under U.S.  generally
accepted accounting principles for interim financial information.

The financial information at April 30, 1998 and for the quarters ended April 30,
1998 and 1997 is unaudited but includes all  adjustments  the Company  considers
necessary for a fair presentation of its financial position at such date and the
operating results and cash flows for such periods. The year-end balance sheet at
January 31, 1998 was derived from  audited  financial  statements,  but does not
include  all  disclosures   required  by  U.S.  generally  accepted   accounting
principles.  Results  for the  transition  period  ended  April 30, 1998 are not
necessarily  indicative  of results  that may be  expected  for the fiscal  year
ending  April 30,  1999 or any  future  interim  or  full-year  period.  Certain
information and footnote  disclosures  normally included in financial statements
prepared in accordance with U.S. generally accepted  accounting  principles have
been condensed or omitted pursuant to SEC regulations.  Management believes that
the  disclosures  are  adequate  to make the  information  presented  herein not
misleading.  These condensed consolidated financial statements should be read in
conjunction with the audited consolidated financial statements and notes thereto
for the year ended January 31, 1998  included in the Company's  Annual Report on
Form 20-F which was filed with the Commission on May 29, 1998.

The financial information contained in this quarterly report does not constitute
statutory  accounts as defined in section 240 of the UK Companies Act 1985.  The
figures  for the fiscal  year ended  January  31,  1998 are based on the audited
financial  statements  which have been filed with the UK Registrar of Companies,
and the auditors'  reports on both the U.S. and UK financial  statements for the
year ended January 31, 1998 were unqualified.

2.  Cash and Cash Equivalents - Short-Term Investments

Cash  and cash  equivalents  include  cash  placed  on  short-term  deposit  and
short-term money market instruments with original  maturities of less than three
months.

The Company  invests its excess cash in  accordance  with an  investment  policy
approved by the Board of Directors and  implemented  as of February  1997.  This
policy authorizes  investment in U.S.  government  securities,  municipal bonds,
certificates  of deposit  with highly  rated  financial  institutions  and other
specified money market instruments of similar liquidity and credit quality.

In accordance  with  Financial  Accounting  Standards  Board  Statement No. 115,
"Accounting for Certain Investments in Debt and Equity  Securities,"  management
of the Company  determines the appropriate  classification of debt securities at
the time of purchase and  re-evaluates  such  designation  at each balance sheet
date.  Debt  securities  that the Company has the intent and the ability to hold
until maturity are classified as held-to-maturity, and all other debt securities
are classified as available-for-sale.

The Company  has  determined  that all of its  investment  securities  are to be
classified as  available-for-sale.  Such  securities are stated at amounts which
approximate fair value, based on quoted market prices, with the unrealized gains
and  losses  reported  as  a  separate   component  of   shareholders'   equity.
Available-for-sale securities with original maturities of less than three months
are classified as cash equivalents.

                                       16
<PAGE> 19

3.  Earnings Per Share

The  Company's  ordinary  shares have been listed on the London  Stock  Exchange
since 1983,  and are  currently  listed  under the symbol MRN.  Since 1992,  the
Company's  ordinary  shares also have been listed on the Nasdaq  Stock Market in
the U.S. in the form of American  Depositary  Shares  ("ADSs"),  as evidenced by
American  Depositary  Receipts.  The  Company's  current  NASDAQ symbol is MRNT.
Effective as of the close of business on March 13, 1998, the Company undertook a
subdivision  (or stock split) of its  ordinary  shares on a 5-for-1  basis.  The
conversion  ratio of the  Company's  ADSs has been  adjusted  such that each ADS
represents 5 ordinary  shares.  All share and per-share  references  included in
this  report have been  restated  to reflect  the impact of the  above-mentioned
stock split.

4.  Acquisitions

On April 30, 1997,  the Company  acquired all the share capital of Millennium UK
Limited  ("Millennium")  for total  consideration of approximately $6.5 million,
which  consisted  of a payment  of $3.25  million  in cash and the  issuance  of
745,710  ordinary  shares of the  Company  with a value of  approximately  $3.25
million on the date the acquisition was completed. The transaction was accounted
for  as a  purchase.  Millennium  provided  consulting  and  project  management
services and had expertise in the  estimating,  planning and  management of Year
2000  compliance  projects  for  large  systems.  Effective  January  31,  1998,
Millennium's  consulting services were integrated with the professional  service
operations of the Company.

On January 20, 1998, the Company  acquired all the share capital of XDB Systems,
Inc. ("XDB") for total  consideration of approximately $18.6 million on the date
of the acquisition, which consisted of the issuance of 2,084,825 ordinary shares
of the Company  (including up to 192,850 ordinary shares to be issued to holders
of XDB options upon exercise of such options). The transaction was accounted for
as a pooling of interests.  XDB, a privately held corporation based in Columbia,
Maryland,   is  a  provider  of  DB2  database   development,   maintenance  and
connectivity solutions.

5.  Subsequent Events

On May 15,  1998,  the  Company  acquired  all the share  capital of its Italian
distributor,  Micro Focus Italia,  s.r.l.,  for total cash consideration of $4.3
million.  On August 13, 1998, the Company  acquired all the share capital of its
Australian  distributor,  Advanced Software Engineering Pty Ltd., for total cash
consideration  of $2.4 million.  These  transactions are intended to beaccounted
for as purchases.

On September 24, 1998, the Company completed the acquisition of INTERSOLV,  Inc.
("INTERSOLV").  The  acquisition is intended to be accounted for as a pooling of
interests under U.S. GAAP.  Under the terms of the agreement,  each common share
of INTERSOLV was exchanged for 0.55 MERANT ADSs. In addition,  each  outstanding
option or right to purchase or acquire shares of INTERSOLV  stock was assumed by
the Company and became an option or right to  purchase or acquire  MERANT  ADSs,
with  appropriate  adjustments  to the price and  number of shares  based on the
exchange ratio of 0.55 ADSs per INTERSOLV  share. The merger was structured as a
tax-free  reorganization  under U.S. tax law. The Company  issued  approximately
12.6 million new MERANT ADSs (representing approximately 63.1 million new MERANT
ordinary shares) in exchange for INTERSOLV's  common stock and share equivalents
outstanding,  which  at the time of the  completion  of the  merger  represented
approximately 46% of MERANT's share capital on a fully-diluted  basis.  Prior to
the merger, INTERSOLV was a public company listed on the Nasdaq National Market.
INTERSOLV  was based in  Rockville,  Maryland  and was a  provider  of  software
solutions that facilitate the  development,  delivery and deployment of business
information systems. INTERSOLV's products and services were focused primarily in
the areas of  automated  software  quality,  data  connectivity  and  enterprise
application renewal.

                                       17
<PAGE> 20

The following selected historical financial  information of MERANT and Intersolv
has  been  derived  from  their  respective  historical  consolidated  financial
statements,  and should be read in conjunction with such consolidated  financial
statements and the notes thereto. For pro forma purposes, MERANT's statements of
operations  for the three fiscal years ended January 31, 1998 have been combined
with the  statements of operations of Intersolv for the three fiscal years ended
April 30, 1998 and give effect to the merger as a pooling of interests. MERANT's
balance sheet at April 30, 1998 has been combined with Intersolv's balance sheet
at April 30, 1998.

The unaudited pro forma information presented below is for illustrative purposes
only and is not necessarily indicative of the operating results or the financial
position that would have occurred if the merger had been  consummated  as of the
beginning of the periods  presented nor is it  necessarily  indicative of future
operating results or financial position.

                   Summary Historical and Unaudited Pro Forma
                    Combined Condensed Financial Information'
                                 (in thousands)
<TABLE>
                                         As of or for the Year Ended
                                            January 31 / April 30,
                                ------------------------------------------------
                                    1996              1997              1998
                                ------------      ------------     -------------

  Income Statement Data
  ---------------------   
     <S>                             <C>               <C>                <C>    
  Net revenue                      $280,097          $283,640          $363,789
  Gross profit                      205,299           208,473           265,285
  Net Income (loss)                (14,867)          (35,856)            20,148

  Balance Sheet Data
  -------------------
  Working Capital                   $69,968           $62,421           $94,230
  Total assets                      272,523           257,887           333,263
  Long-term debt                      2,519             1,314               612
  Shareholder's equity              157,109           123,493           172,073

</TABLE>

Effective  November  30,  1998,  the  Company  changed  its fiscal year end from
January 31 to April 30.

Effective  February 16, 1999, the Company changed its corporate name from "Micro
Focus Group Public Limited Company" to "MERANT plc".

                                       18
<PAGE> 21



                                   SIGNATURES

Pursuant to the  requirements  of Section 12 of the  Securities  Exchange Act of
1934, the Registrant  certifies that it meets all of the requirements for filing
on Form  20-F and has duly  caused  this  Transition  Report to be signed on its
behalf by the undersigned, thereunto duly authorized.


Date: February 26, 1999                              MERANT plc

                                          By: /s/  Kenneth A. Sexton
                                              --------------------------------
                                              Kenneth A. Sexton
                                              Senior Vice President, Finance and
                                              Administration, Chief Financial 
                                              Officer and Secretary



                                       19