**UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549**

---

**FORM 10-K/A-1**

---

(MARK ONE)

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

**For the fiscal year ended December 31, 1999**

**OR**

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

**FOR THE TRANSITION PERIOD FROM ___________ TO  _____________**

**Commission file number:   0-22993**

**INDUS INTERNATIONAL, INC.**
(Exact name of Registrant as Specified in its Charter)



|**Delaware**                                                   | **94-3273443**                         
|-------------------------------------------------------------- | ---------------------------------------
|(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number)

**60 Spear StreetSan Francisco, California,    94105**(Address of Principal Executive Offices including Zip Code)

**(415) 904-5000**(Registrant's Telephone Number, Including Area Code)

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

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

**Common Stock, $.001 par value**(Title of Class)

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

The aggregate market value of the voting stock held by non-affiliates of the
Registrant, based upon the closing sale price of the Common Stock on March 24,
2000 as reported on the Nasdaq National Market, was approximately $103,474,978.
Shares of Common Stock held by each officer and director and by each person who
owns 5% or more of the outstanding Common Stock have been excluded in that such
persons may by deemed to be affiliates.  This determination of affiliate status
is not necessarily a conclusive determination for other purposes.

The number of shares outstanding of the registrant's Common Stock, $.001 par
value was 34,032,772 at March 24, 2000.

DOCUMENTS INCORPORATED BY REFERENCE







EXPLANATORY NOTES

This Amendment No. 1 on Form 10-K/A is filed by Indus International, Inc.
as an amendment to its Annual Report on Form 10-K for the fiscal year ended
December 31, 1999 to amend and restate in its entirety Part III.

PART III

ITEM 10. DIRECTORS
AND EXECUTIVE OFFICERS OF THE REGISTRANT



|Name of Director         | Age | Principal Occupation                                                                                                            
|------------------------ | --- | --------------------------------------------------------------------------------------------------------------------------------
|Richard H. Beatty        | 53  | Executive Vice President and Chief Operating Officer, President of
myindus.com                                                  
|Robert W. Felton         | 61  | Director, former Chief Executive Officer                                                                                        
|Kent O. Hudson           | 47  | President and Chief Executive Officer                                                                                           
|William H. Janeway (1)   | 56  | Chairman of the Board, Managing Director and Head of the Venture
Capital High Technology Team of E.M. Warburg, Pincus & Co., LLC
|Joseph P. Landy(2)       | 38  | Director, Managing Director of E.M. Warburg, Pincus & Co.,
LLC                                                                  
|Jeanne D. Wohlers (1)(2) | 54  | Director                                                                                                                        





There are no family relationships between or among any directors or
executive officers of the Company.

Mr. Beatty has served as Executive Vice President and Chief Operating Officer, and
director of the Company since January 11, 2000. He has also served as President of
myindus.com since August 1999. From 1996 to August 1999 he was an independent consultant.
From 1992 to 1996 he served as President, Consulting Services for SHL SYSTEMHOUSE. From 1980 to 1992
he was a Partner at Andersen Consulting.

Mr. Felton is a founder of The Indus Group, Inc. and has been a director since the Company was
formed pursuant to the merger of The Indus Group, Inc. and TSW International, Inc. (the "Merger")
which was consummated on August 25, 1997. He was Chairman of the Board until March 17,
1999. He also served as Chief Executive Officer of the Company until December 31, 1998. From
1988 until August 25, 1997, he was the Chairman, President and Chief Executive Officer of The
Indus Group, Inc.

Mr. Hudson has served as President and Chief Executive Officer, and director, of the Company
since January 11, 2000. During 1999, he was a consultant for Myindus.com. Since August 1998, he has
been and continues to serve as the President of Trinity Coast, Inc., a management consulting firm.
From July 1997 to September 1998, he was President and Chief Executive Officer of Strategic Resource
Solutions, the non-regulated subsidiary of Carolina Power and Light. From November 1991 to June
1997, he was Founder and Chief Executive Officer of Applied Computer Technologies, an EAM software
solution for educational institutions, prior to its acquisition by Carolina Power and Light.

Mr. Janeway served as a director of the Company since the consummation of the Merger on
August 25, 1997. From 1994 to August 25, 1997, he served as a director of TSW
International, Inc. Since 1988, he has been a managing director and the head of the Venture Capital
High Technology Team of E.M. Warburg, Pincus & Co., LLC ("EMW LLC") and its predecessor, EMW
Inc. Mr. Janeway serves on the Board of Directors as a nominee of Warburg. Mr. Janeway
also serves as a director of BEA Systems, Inc., an on-line transaction processing software and
services company, Industri-Matematik International Corp., a client/server application software
company, Veritas Software, a Unix system software company, and Vanstar/Inacom, a technology services
company, and several privately-held companies.

Mr. Landy has served as a director of the Company since the consummation of the Merger on August
25, 1997. From 1992 to August 25, 1997, he served as a director of TSW International, Inc. Since
1994, Mr. Landy has been a managing director of EMW LLC and its predecessor, EMW Inc. Mr. Landy has
been employed in various capacities by EMW LLC and EMW Inc. since 1985. Mr. Landy serves on the
Board as nominee of Warburg. Mr. Landy also serves as a director of Level One Communications.

Ms. Wohlers has served as a director of the Company since January 1, 1999. Ms. Wohlers
currently serves on the board of directors of 44 mutual funds managed by American Century.
Ms. Wohlers has held a number of corporate senior management positions with high growth
companies and investment management firms from 1974 through 1998. From 1994 to 1998,
Ms. Wohlers was a partner at Windy Hill Productions, a producer of educational entertainment
software.



Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 ("Section 16(a)") requires the
Company's directors and executive officers, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file with the Securities and Exchange
Commission (the "SEC") initial reports of ownership and reports of changes in ownership of Common
Stock and other equity securities of the Company. Officers, directors and persons who own greater
than ten percent of a registered class of the Company's equity securities (a "10% Stockholders") are
required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they
file.

To the Company's knowledge, based solely on review of the copies of such reports furnished to the
Company and written representations that no other reports were required, during the year ended
December 31, 1999, all officers, directors and 10% Stockholders complied with all
Section 16(a) filing requirements.

The information concerning the Company's officers required by this Item is
included in the Section in Part I hereof entitled "Executive Officers".



ITEM 11. EXECUTIVE
COMPENSATION



The following table sets forth the compensation paid by the Company during 1997, 1998 and 1999 to
its Chief Executive Officer, four executive officers who were serving as executive officers at
December 31, 1999 and whose salary and bonus exceeded $100,000, and two executive officers
whose employment with the Company terminated during 1999 (the "Named Executive Officers"):

SUMMARY COMPENSATION TABLE

|Name and Principal Position                  | Year  | Annual Compensation | All Other
Compensation ($)(1)
|-------------------------------------------- | ----- | ------------------- | -----------------------------
|Salary ($)                                   | Bonus
|William J. Grabske(2)                        | 1999  | 701,018             | 350,000                      
|Former President and Chief Executive Officer | 1998  | 381,859             | 349,372                      
|Former Chief Operating Officer               | 1997  | -                   | -                            
|                                             |       |                     |                              
|Robert A. Pocsik(3)                          | 1999  | 256,601             | 185,625                      
|Former Senior Vice President Human Resources | 1998  | 56,250              | 180,293                      
|and Administration                           | 1997  | -                   | -                            
|                                             |       |                     |                              
|Kerry P. Lamson(4)                           | 1999  | 274,944             | 50,000                       
|Former Senior Vice President of              | 1998  | 146,875             | 50,000                       
|Worldwide Marketing                          | 1997  | -                   | -                            
|                                             |       |                     |                              
|Philip C. Mezey(5)                           | 1999  | 236,312             | 50,000                       
|Former Senior Vice President of              | 1998  | 185,356             | -                            
|Research and Development                     | 1997  | 160,270             | 3,470                        
|                                             |       |                     |                              
|Joan Platt(6)                                | 1999  | 236,312             | 50,000                       
|Former Senior Vice President and             | 1998  | 185,356             | -                            
|Chief Financial Officer                      | 1997  | 160,270             | 3,470                        
|                                             |       |                     |                              
|Albert Wood(5)                               | 1999  | 236,312             | 50,000                       
|Former Vice President and                    | 1998  | 185,356             | -                            
|Interim Chief Financial Officer              | 1997  | 160,270             | 3,470                        
|                                             |       |                     |                              
|Richard H. Beatty                            | 1999  | 129,167             | 25,000                       
|Executive Vice President and Chief Operating | 1998  | -                   | -                            
|Officer, President of myindus.com            | 1997  | -                   | -                            



(1)	"All Other Compensation" is itemized as follows:

In 1999, Mr. Grabske received $2,400 in payment pursuant to the
Company's 401(k) and $686 in life and health insurance premiums. Mr. Grabske's date of hire
with the Company was June 1998.

In 1999, Mr. Pocsik received $984 in life and health insurance
premiums. Mr. Pocsik's date of hire with the Company was October 1998.

In 1999, Mr. Lamson received $1,040 in life and health insurance
premiums. Mr. Lamson's date of hire with the Company was May 1998.

In 1999, Mr. Mezey received $872 in life and health insurance premiums.
Mr. Mezey's date of hire with the Company was April 1988.

In 1999, Ms. Platt received $975 in life and health insurance premiums. Ms.
Platt's date of hire with the Company was May 1999.

In 1999, Mr. Wood received $975 in life and health insurance premiums. Ms.
Platt's date of hire with the Company was December 1997.

In 1999, Mr. Beatty received $635 in life and health insurance
premiums. Mr. Beatty's date of hire with the Company was August 1999.

(2)	Mr. Grabske left the Company on January 11, 2000.

(3)	Mr. Pocsik left the Company on January 11, 2000.

(4)	Mr. Lamson left the Company on December 31,1999.

1. Mr. Mezey left the Company on December 31,1999.
2. Ms. Platt left the Company in December 1999.
3. Mr. Wood left the Company on June 15,1999



OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth information regarding each grant of options to
purchase common stock of the Company made to a Named Executive Officer during 1999.

|Name                                            | Individual Grants                                            | Potential Realizable Value at Assumed Annual Rates of Stock Price
Appreciation for Option Term(2)
|----------------------------------------------- | ------------------------------------------------------------ | -------------------------------------------------------------------------------------------------
|Number of Securities Underlying Options Granted | Percent of Total Options Granted to Employees in Fiscal
Year | Exercise Price per Share                                                                         
|5%                                              | 10%                                                         
|William J. Grabske(3)(5)(6)                     | 500,000                                                      | 16.0%                                                                                            
|Robert A. Pocsik(3)(5)(6)                       | 250,000                                                      | 8.0%                                                                                             
|Kerry P. Lamson(3)(4)(5)                        | 100,000                                                      | 3.2%                                                                                             
|Philip C. Mezey(3)(4)                           | 60,000                                                       | 1.9%                                                                                             
|Joan Platt(3)(4)                                | 300,000                                                      | 9.6%                                                                                             
|Richard H. Beatty(3)(4)                         | 500,000                                                      | 16.0                                                                                             



(1)	Options may terminate before their expiration upon the termination of
optionee's status as an employee or consultant or upon the optionee's death or disability.

(2)	Potential realizable value is based on the assumption that the Common
Stock of the Company appreciates at the annual rate shown (compounded annually) from the date of
grant until the expiration of the option term. These potential realizable value numbers are
calculated based on Securities and Exchange Commission requirements and do not reflect the Company's
estimate of future stock price growth.

(3)	Options were granted under Indus International, Inc. 1997 Stock Option
Plan at an exercise price equal to the fair market value of the Company's Common Stock on the date
of grant.

(4)	Options become exercisable as to 25% of the option shares on each
anniversary of the vesting commencement date, with full vesting occurring on the fourth anniversary
of the vesting commencement date.

(5)	In the case of a change of control of the Company, all outstanding options
shall vest immediately.

(6)	Options become exercisable as to 25% of the option shares on the
employment date and 25% each anniversary date of the vesting commencement date with full vesting
occurring on the third anniversary of the vesting commencement date.



AGGREGATE OPTION EXERCISES IN 1999 AND YEAR-END VALUES

The following table sets forth information concerning the shares acquired and
the value realized upon the exercise of stock options during 1999, the number of shares of Common
Stock underlying exercisable and unexercisable options held by each of the Named Officers as of
December 31, 1999 and the values of unexercised "in-the-money" options as of that date.

|Name               | Shares Acquired on Exercise | Value Realized ($) | Number of Securities Underlying
Unexercised Options at
December 31, 1999 (#) | Value of Unexercised
in-the-Money Options at Fiscal
Year-End ($)(1)
|------------------ | --------------------------- | ------------------ | ---------------------------------------------------------------------------- | -------------------------------------------------------------------
|Exercisable        | Unexercisable               | Exercisable ($)    | Unexercisable ($)                                                           
|William J. Grabske | -                           | -                  | 562,500                                                                      | 937,500                                                            
|Robert A. Pocsik   | -                           | -                  | 87,500                                                                       | 212,500                                                            
|Kerry P. Lamson    | -                           | -                  | 96,250                                                                       | -                                                                  
|Philip C. Mezey    | -                           | -                  | 72,500                                                                       | -                                                                  
|Joan Platt         | -                           | -                  | 75,000                                                                       | -                                                                  
|Albert Wood        | -                           | -                  | -                                                                            | -                                                                  
|Richard H. Beatty  | -                           | -                  | 125,000                                                                      | 375,000                                                            



(1)	Represents the positive spread between the respective
exercise prices of outstanding stock options and the closing price of the Common Stock on
December 31, 1999 of $12.188 per share, as reported by the Nasdaq National Stock Market at the
close of business.



Director Compensation

Directors currently receive no cash fees for services provided in that capacity but are
reimbursed for out-of-pocket expenses they incur in connection with their attendance at meetings of
the Board of Directors. The Company's 1997 Director Option Plan (the "Director Option Plan") was
adopted by the Board of Directors and approved by the stockholders of the Company on July 17,
1997. Under the Director Option Plan, the Company reserved 200,000 shares of Common Stock for
issuance to the directors of the Company pursuant to non-statutory stock options. As of
March 31, 2000, options to purchase an aggregate of 100,000 shares were outstanding under the
Director Option Plan at a weighted average exercise price of $8.188 per share, of which options to
purchase 32,500 shares were fully vested and immediately exercisable; no options had been exercised
pursuant to the Plan; and 100,000 shares remained available for future grant.

Each director who is not an employee of the Company is automatically granted a nonstatutory
option to purchase 50,000 shares of Common Stock of the Company (the "First Option") on the date
such person becomes a director. Thereafter, each such person will automatically be granted an option
to acquire 10,000 shares of the Company's Common Stock (the "Subsequent Option") upon such outside
director's re-election at each Annual Meeting of Stockholders, provided that on such date such
person has served on the Board of Directors for at least six months. Each option granted under the
Director Option Plan will become exercisable as to 25% of the Shares subject to such option on each
anniversary of its date of grant. Messrs. Felton, Janeway and Landy and Ms. Wohlers each received
Subsequent Options to purchase 10,000 shares at an exercise price of $5.00 on May 4, 1999.

Employment Contracts and Termination of Employment and Change-In-Control Arrangements

William Grabske, the Company's former Chief Executive Officer, and the Company entered into
an Employment and Confidentiality Agreement dated May 7, 1998 pursuant to which, upon his
involuntary termination for any reason except cause, the Company would pay the remaining portion of
his base salary ($700,000 per annum) for up to three years from the date of his employment and would
pro rate the vesting of his stock options through the date of termination. The Company and Mr.
Grabske agreed that his employment was terminated on January 11, 2000 and entered into a Settlement
Agreement and Mutual Release on that date. The agreement provided, among things, that the Company
would pay Mr. Grabske in a lump sum payment the remaining portion of his base salary through June
15, 2001 (an amount of $919,319, less applicable taxes and withholding). The agreement also provided
for a mutual release of claims by the parties. To date, the Company has not paid the lump sum
settlement payment.

The Company has entered into Employment Agreements with Kent Hudson, its President and Chief
Executive Officer, Richard H. Beatty, its Executive Vice President and Chief Operating Officer,
Onagh M. Ash, its Executive Vice President of Global Sales, Service and Marketing, each dated
January 11, 2000, and Henry C. Montgomery, its Executive Vice President of Finance and
Administration, Chief Financial Officer and Secretary, dated March 1, 2000. These agreements provide
for a one-year term of employment, following which the employment becomes "at-will" unless the term
is extended by the Company. The agreements provide for base salaries of $550,000 for Mr. Hudson and
$350,000 for Messrs. Beatty and Montgomery and Ms. Ash. In addition, the agreements provide for
annual bonuses for these executives, to be determined by the Board of Directors or its Compensation
Committee, of up to 100% of base salary (but not less than 50% of base salary) in the case of Mr.
Hudson and up to 60% of base salary in the cases of Messrs. Beatty and Montgomery and Ms. Ash. In
addition, in connection with his employment by the Company, the agreement provides that Mr. Hudson's
consulting firm, Trinity Coast, Inc., which is owned by him, will receive a one-time payment of
$100,000. A similar provision in included in Mr. Montgomery's contract providing for a $90,000 lump
sum payment to his consulting firm, Montgomery Financial Services for the loss of his services. The
agreements also provide for stock option grants to these individuals in the following amounts: Mr.
Hudson, 1,000,000 shares; Mr. Beatty, 150,000 shares; Ms. Ash, 100,000 shares; and Mr. Montgomery,
500,000 shares.

The employment agreements also provide for various payments in the event of employment
termination or change of control of the Company. In the event that the employment of these
executives is terminated other than voluntarily by the executive or for "cause" (as defined in the
agreements), the agreements provide that they are entitled to salary continuation equivalent to 12
months (six months in the cases of Mr. Beatty and Ms. Ash) of the current base salary plus a pro-
rated bonus of 100% of the prior fiscal year's bonus, which is deemed to be $550,000 in the case of
Mr. Hudson and $200,000 in the case of the other three executives if termination occurs prior to
December 31, 2000. The agreements also provide that in the event of a "change of control" of the
Company, as defined in the agreements, the stock options granted pursuant to these agreements will
become 100% vested and exercisable.



Compensation Committee Interlocks and Insider Participation

The Company's Compensation Committee currently consists of William H. Janeway and
Jeanne D. Wohlers. No interlocking relationship exists between any member of the Company's
Compensation Committee and any member of the compensation committee of any other company.



ITEM 12. SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The table below sets forth, as of March 31, 2000, certain information with respect
to the beneficial ownership of the Company's Common Stock by (i) each person known by the
Company to own beneficially more than five percent (5%) of the outstanding shares of Common Stock;
(ii) each Named Executive Officer; (iii) each director of the Company; and (iv) all
current directors and executive officers as a group.

|Name and Address                                                    | Shares
Beneficially
Owned(1) | Approximate
Percentage
of Ownership
|------------------------------------------------------------------- | ---------------------------- | -----------------------------------
|Warburg, Pincus Investors, LP(2)                                    | 18,480,380                   | 49.4%                              
|William H. Janeway(2)(3)                                            | 18,482,880                   | 49.4%                              
|Joseph P. Landy(2)(3)                                               | 18,482,880                   | 49.4%                              
|Heartland Advisors, Inc.( )                                         | 1,705,500                    | 5.3%                               
|                                                                    |                              |                                    
|Robert W. Felton(4)                                                 | 4,515,061                    | 12.2%                              
|Jeanne D. Wohlers                                                   | -                            | *                                  
|William J. Grabske(5)                                               | 187,500                      | *                                  
|Robert A. Pocsik(5)                                                 | 12,500                       | *                                  
|All current directors and executive officers as a group (8 persons) | 23,450,364                   | 62.7%                              



*	Less than 1%

(1)	Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission that deems shares to be beneficially owned by any person who has
or shares voting power or investment power with respect to such shares. Unless otherwise indicated
below, the persons and entities named in the table have sole voting and sole investment power with
respect to all shares beneficially owned, subject to community property laws where applicable.
Shares of the Company's Common Stock that will be issuable to the identified person or entity
pursuant to assumed stock options that are either immediately exercisable or exercisable within
sixty days of March 10, 1999 are deemed to be outstanding and to be beneficially owned by the
person holding such options for the purpose of computing the percentage ownership of such person but
are not treated as outstanding for the purpose of computing the percentage ownership of any other
person.

(2)	Represents shares held by Warburg, Pincus Investors, LP ("Warburg").
Warburg, Pincus & Co. is the sole General Partner of Warburg and has a 20% interest in the
profits of Warburg. E.M. Warburg, Pincus & Co. LLC manages Warburg. Lionel I. Pincus is the
managing partner of Warburg, Pincus & Co. and the managing member of E.M. Warburg,
Pincus & Co., LLC and may be deemed to control both such entities. The members of
E.M. Warburg, Pincus & Co., LLC are substantially the same as the partners of Warburg,
Pincus & Co., LLC are substantially the same as the partners of Warburg, Pincus &
Co. Messrs. Janeway and Landy, who will be directors of the combined company, are Managing Directors
and members of E.M. Warburg, Pincus & Co., LLC, and general partners of Warburg,
Pincus & Co. Messrs. Landy and Janeway may be deemed to have an indirect pecuniary interest
(within the meaning of Rule 16a-1 under the Exchange Act) in an indeterminate portion of the
shares beneficially owned by Warburg. Messrs. Janeway and Landy each disclaim beneficial ownership,
for purposes of Section 16 of the Exchange Act or otherwise, of such shares. The address of
Warburg is 466 Lexington Avenue, New York, New York 10017. Includes 3,702,877 shares issuable
upon the exercise of currently exercisable warrants held by Warburg.

(3)	Includes 2,500 shares subject to options exercisable within 60 days
of March 10, 1999 granted to each of Messrs. Janeway and Landy in their capacity as
directors.

(4)	Includes 67,500 shares subject to options exercisable within 60 days
of March 10, 1999. The address of Mr. Felton is c/o Indus International, Inc.,
60 Spear Street, San Francisco, CA 94105.

(5)	Represents shares subject to options exercisable within 60 days of
March 10, 1999.

(6)	The Company, Robert W. Felton and Warburg, Pincus Investors, L.P
("WPI") entered into a Nomination Agreement that provides that for so long as WPI continues to own
more than 15% of the outstanding shares of the Company's Common Stock, WPI will be permitted to
nominate two persons to the Company's Board of Directors, and that for so long as WPI continues to
own between 7% and 15% of the outstanding shares of the Company's Common Stock, WPI will be
permitted to nominate one person to the Company's Board of Directors. The Nomination Agreement also
provides that for so long as Mr. Felton continues to own more than 15% of the outstanding
shares of the Company's Common Stock, Mr. Felton will be permitted to nominate two persons to
the Company's Board of Directors, and that for so long as Mr. Felton continues to own between
7% and 15% of the outstanding shares of the Company's Common Stock, Mr. Felton will be
permitted to nominate one person to the Company's Board of Directors, which nominees in each
instance may include Mr. Felton.

(7)	Robert W. Felton, the Company and Warburg, Pincus Investors, L.P
("WPI") entered into a Stock Purchase Agreement dated January 13, 1999 (the "Felton Purchase
Agreement"). Under the Felton Purchase Agreement, WPI purchased 5,000,000 shares of the Company's
Common Stock from Mr. Felton and WPI agreed that with respect to any proposal presented to the
Company's stockholders it will exercise its voting right with respect to any shares of capital stock
of the Company owned by it such that the votes of WPI and its affiliates are limited to 50% or less
of the votes eligible to be cast on such proposal, except that WPI may vote its shares of capital
stock in excess of such 50% vote in the same proportions as the other stockholders of the Company
vote their shares of capital stock entitled to vote on such proposal.



ITEM 13. CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS

The Company has entered into a consulting agreement with Mr. Felton, a director of the
Company, pursuant to which Mr. Felton will provide consulting services to the Company. Mr. Felton
will be paid on an hourly basis and also received medical and dental benefits, reimbursement for
automobile expense and administrative support. The Company paid Mr. Felton $93,625 during 1999
pursuant to this contract.

In December 1997, the Board of Directors approved a contract with Valour, Inc. to provide human
resource consulting services for a monthly fixed fee of $10,000. $120,000 was paid by the Company in
fiscal 1999 pursuant to this arrangement. Robert W. Felton, Chairman of the Board of the
Company, is a director and shareholder of Valour, Inc.







SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, Indus International, Inc. has duly caused this amendment No. 1 to form 10-K to be
signed on our behalf by the undersigned, thereunto duly authorized.



INDUS INTERNATIONAL, INC.



/s/ Henry C. Montgomery

Henry C. Montgomery

Executive Vice President Finance and Administration and Chief Executive Officer and
Secretary

Date: May 1, 2000







---