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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Form 10-K/A

Amendment No. 1


FOR ANNUAL AND TRANSITION REPORTS

PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES EXCHANGE ACT OF 1934


|   |  |                                                                                                 
|-- |  | ------------------------------------------------------------------------------------------------
|þ  |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR
    15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934    
|  
|   |  | For the fiscal year ended March 31,
    2004                                                    
|  
|or
|  
|o  |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR
    15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934
|  
|   |  | For the transition period
    from           to                                                 

Commission File No. 0-22993

Indus International, Inc.

(Exact Name of Company as Specified in its
Charter)


|                                                                   |  |                                      
|------------------------------------------------------------------ |  | -------------------------------------
|Delaware                                                           |  | 94-3273443                           
|(State or other Jurisdiction of
    Incorporation or Organization) |  | (IRS Employer
    Identification No.)

3301 Windy Ridge Parkway

Atlanta, Georgia 30339


(Address, Including Zip Code, of


Principal Executive Offices)


Registrants Telephone Number, including
Area Code: (770) 952-8444

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 þ          No o

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 into Part III
of this Form 10-K or any amendment to this
form 10-K.     No o

Indicate by check mark whether the registrant is
an accelerated filer (as defined in Exchange Act
Rule 12b-2).     Yes þ          No o

The aggregate market value of the voting stock
held by non-affiliates of the Company, based upon the closing
sale price of $2.34 per share of the Common Stock on
September 30, 2003, as reported on the Nasdaq National
Market, was approximately $65,779,400. 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 be 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 57,211,492
at July 15, 2004.



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EXPLANATORY NOTE

On June 14, 2004, Indus International, Inc.
filed with the Securities and Exchange Commission its Annual
Report on Form 10-K for the year ended March 31, 2004.
Because we have determined that we will not file our Proxy
Statement prior to the July 29, 2004 deadline, we are
providing the information required by Part III
(Items 10, 11, 12, 13 and 14) of Form 10-K
by amendment in accordance with General Instruction G(3) of
Form 10-K. This Annual Report on Form 10-K/A amends
Items 10, 11, 12, 13 and 14 of Part III of our
Form 10-K filed on June 14, 2004 in order to include
those disclosures required by Part III of Form 10-K.

PART III



|         |                                                        
|-------- | -------------------------------------------------------
|Item 10. | Directors and Executive Officers of the
    Registrant.

The following table sets forth certain
information for the persons who are members of the Board of
Directors and who are executive officers of the Company.

|                       |  |     |    |          |  |                                                                        
|---------------------- |  | --- | -- | -------- |  | -----------------------------------------------------------------------
|Name                   |  | Age |    | Position
|                       |  |     |    |         
|Gayle A. Crowell       |  |     | 53 |          |  | Consultant, Information Technology Group of
    Warburg Pincus LLC     
|Gregory J. Dukat       |  |     | 43 |          |  | President and Chief Executive Officer of the
    Company               
|John D. Gregg          |  |     | 55 |          |  | Executive Vice President of Field Operations of
    the Company        
|Edward Grzedzinski     |  |     | 49 |          |  | President and Chief Executive Officer of NOVA
    Information Systems  
|William H. Janeway     |  |     | 61 |          |  | Vice Chairman of Warburg Pincus LLC                                    
|C. Frederick Lane      |  |     | 60 |          |  | Partner of Dietz, Bearden, Lane &
    Associates LLC                   
|Thomas R. Madison, Jr. |  |     | 59 |          |  | Chairman of the Board of Directors of the Company                      
|Douglas S. Massingill  |  |     | 46 |          |  | Independent Management Consultant                                      
|Frederick J. Schwab    |  |     | 65 |          |  | Independent Management Consultant                                      
|Thomas E. Timbie       |  |     | 47 |          |  | President of Timbie & Company, LLC                                     
|Thomas W. Williams     |  |     | 48 |          |  | Executive Vice President and Chief Financial
    Officer of the Company

Ms. Crowell has served as a director of the
Company since October 19, 2000. Since July 2001,
Ms. Crowell has been a full time consultant to Warburg
Pincus LLC, focused on investments in enterprise software and
services. Ms. Crowell served as president, chief executive
officer and chairperson of the board of directors of RightPoint
from 1998 until its acquisition by E.piphany in January 2000 and
then served as the president of E.piphany.net and as a member of
the E.piphany board before becoming a consultant to Warburg
Pincus LLC. From 1994 to 1998, Ms. Crowell was Senior Vice
President and General Manager of worldwide field operations for
Mosaix, Inc. She serves as a director of several privately held
companies.

Mr. Dukat has served as a director and as
Chief Executive Officer of the Company since February 2004.
Mr. Dukat has also served as President of the Company since
August 2003 and from August 2003 until his promotion in February
2004, he also served as Chief Operating Officer. Mr. Dukat
joined the Company in September 2002 as Executive Vice President
of Worldwide Operations to lead the Companys global sales
and marketing efforts and was promoted to President and Chief
Operating Officer in August 2003 with responsibility for all
sales, marketing, customer service, product strategy, and
product development functions. From September 2001 to April
2002, Mr. Dukat was the chief executive officer of 180
Commerce, Inc., a startup reverse supply chain enterprise
software company. From October 1989 to September 2001, he served

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in various positions at J.D. Edwards, an
enterprise software provider, most recently as vice president
and general manager.


Mr. Gregg was promoted to Executive Vice
President of Field Operations of the Company in February 2004.
Prior to that promotion and since March 2003, Mr. Gregg
served as President of the IUS division, when the Company
acquired SCT Utility Systems, Inc. from Systems and Computer
Technology Corporation (SCT). From November 1993 to
March 2003, Mr. Gregg served in various positions with SCT
Utility Systems, Inc., a wholly owned subsidiary of SCT, most
recently as president from November 2000 until the acquisition
by Indus. Mr. Gregg served as executive coordinator of
Northside Baptist Church during a 10-month sabbatical in 1999.

Mr. Grzedzinski has served as a director of
the Company since February 1, 2002. He is the president and
chief executive officer of NOVA Information Systems, which he
co-founded in 1991. He also served as chairman of the board of
directors of NOVA Information Systems from 1993 until July 2001,
at which time NOVA Information Systems became a wholly-owned
subsidiary of US Bancorp. Mr. Grzedzinski also serves
as vice chairman of US Bancorp and serves as the chairman
of the board of directors of EuroConex Technologies Ltd.

Mr. Janeway has served as a director of the
Company since August 25, 1997. From March 17, 1999 to
December 19, 2001, Mr. Janeway served as Chairman of
the Board of the Company. From 1994 to August 25, 1997, he
served as a director of TSW International, Inc., one of the
predecessor entities of the Company. Mr. Janeway is a vice
chairman of Warburg Pincus LLC and has been employed by Warburg
Pincus since 1988. Mr. Janeway serves on the Board of
Directors as a nominee of Warburg, Pincus Investors LLC.
Mr. Janeway also serves as a director of BEA Systems, Inc.,
Manugistics, Inc., ScanSoft, Inc. and several privately held
companies.

Mr. Lane has served as a director of the
Company since July 29, 2003. Since 1999, Mr. Lane has
served as an independent consultant in a variety of industries
in the area of executive coaching and organizational
development. He is currently a partner of Dietz, Bearden,
Lane & Associates LLC, an international management
consulting firm. From May 1996 to October 1998, Mr. Lane
served as a consultant to the chief executive officer and senior
staff of Lucent Technologies, Inc. and from October 1991 to May
1996, he served as Senior Vice President, Human Resources of a
business division of AT&T. Mr. Lane also managed the
regional service organization for AT&T, providing service
and technical support to Fortune 50 companies in New York
and New England from May 1989 to October 1991.

Mr. Madison has served as Chairman of the
Board of the Company since December 2001 and as a director of
the Company since April 2001. He served as Chief Executive
Officer of the Company from July 2002 until January 2004. From
January 2001 until December 2001, Mr. Madison served as an
independent management consultant. From May 1999 until January
2001, Mr. Madison served as president and chief executive
officer of Talus Solutions, an implementer of products and
services that optimize pricing strategies and practices based
upon customer buying behaviors. From March 1994 until May 1999,
Mr. Madison served as group president and corporate vice
president of Computer Sciences Corp. Mr. Madison also
serves as a director of several privately held companies.

Mr. Massingill has served as a director of
the Company since July 29, 2003. He is currently an
independent management consultant, after having served as a
venture partner of Armanda Ventures, L.P., a venture capital
firm headquartered in Atlanta, Georgia, from September 2000 to
February 2002. From June 1990 to April 2000, Mr. Massingill
was employed with J.D. Edwards, with his most recent positions
being president and chief executive officer and executive vice
president and chief operating officer.

Mr. Schwab has served as a director of the
Company since June 15, 2004. He is currently an independent
management consultant. Until March 2003, Mr. Schwab served
as president and chief executive officer of Porsche Cars North
America, Inc. Mr. Schwab joined Porsche Cars North America
as executive vice president, finance and administration, in
1985. He was promoted to senior executive vice president in 1988
and named president and chief executive officer in March 1992.
Mr. Schwab was formerly a partner with Touche
Ross & Co. (now Deloitte & Touche LLP). In
1974, he joined Fruehauf Corporation as president of

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Ackermann Fruehauf, a wholly owned subsidiary in
Germany. In 1978, he became president of Fruehauf Europe,
responsible for all Fruehauf European operations. In 1982,
Mr. Schwab was named executive vice president of Fruehauf
International in Detroit, responsible for all non-North American
controlled subsidiaries. Mr. Schwab serves as a director
and audit committee chairman of Boyd Gaming Corporation. He is
also a director of the Hope Foundation and Michigan State
Universitys Eli Broad College of Business.


Mr. Timbie has served as a director of the
Company since April 1, 2002. He is the president of
Timbie & Company, LLC, a financial consulting firm he
founded in 2000. Formerly, he was interim vice president and
chief financial officer of e-dr. Network, Inc, a
business-to-business exchange in the optical device market from
January 2000 to October 2000. From April 1996 to December 1999,
Mr. Timbie was the vice president and chief financial
officer of Xomed Surgical Products, Inc., a medical device
company. Mr. Timbie also serves as a director and audit
committee chairman of Wright Medical Group, Inc., Medical
Staffing Network Holdings, Inc. and American Medical Systems
Holdings, Inc. Warburg Pincus Investors, LP, one of our
principal stockholders, is a significant stockholder of all of
these companies.

Mr. Williams has served as Executive Vice
President and Chief Financial Officer of the Company since June
2004. Prior to joining the Company, Mr. Williams served as
chief financial officer of Ceridian Corporation, a provider of
logistics services to the chemical industry, from October 2002
to May 2004. From February 2000 to September 2002,
Mr. Williams served as senior vice president, chief
financial officer and treasurer of Manhattan Associates, Inc., a
leading supplier of chain software. From February 1996 to
February 2000, Mr. Williams served as group vice president,
finance and administration for Sterling Commerce, a worldwide
leader in provided e-business solutions for the Global
5000 companies. From December 1994 to January 1996,
Mr. Williams served as division vice president, finance and
administration for Sterling Software, one of the 20 largest
independent software companies in the world.

Composition of the Board of
Directors

The Board of Directors has affirmatively
determined by resolution that Gayle A. Crowell, Edward
Grzedzinski, William H. Janeway, C. Frederick Lane, Douglas S.
Massingill, Frederick J. Schwab and Thomas E. Timbie are
independent directors as required by the recently amended Nasdaq
rules. The Board has also affirmatively determined by resolution
that Mr. Timbie is an audit committee financial
expert as that term is defined in the applicable
regulations. In addition, the Board has affirmatively determined
by resolution that it encourages all directors to attend each
annual meeting of stockholders, particularly those directors who
are up for election at any such meeting.

Committees of the Board of Directors

The Board of Directors has three committees, an
Audit Committee, a Compensation Committee and a Nominating and
Corporate Governance Committee.

The Audit Committee of the Board of Directors
currently consists of Douglas S. Massingill, Frederick J. Schwab
and Thomas E. Timbie. Mr. Timbie acts as chairman of the
committee. On July 29, 2003, Mr. Massingill was
elected to the Board by the stockholders and appointed to the
Audit Committee in place of Thomas S. Robertson, whose term as a
director ended on July 29, 2003. On June 15, 2004,
Gayle A. Crowell stepped down from the Audit Committee, and
Mr. Schwab was appointed to the Audit Committee in her
place. All Audit Committee members are independent
as defined in the applicable listing standards of the NASD. As
further required by such rules, each of the committee members is
financially literate and has financial management expertise.
Mr. Timbie serves as the audit committee financial
expert as that term is defined in the applicable
regulations.

The Audit Committee approves engagement of the
Companys independent auditors and is primarily responsible
for approving the services performed by the Companys
independent auditors and for reviewing and evaluating the
Companys accounting principles and its system of internal
accounting controls. The Board of Directors adopted an amended
and restated Charter for the Audit Committee of the Board of
Directors on May 6, 2004. The Audit Committee Charter can
be found on our website at www.indus.com/about/governance.

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The Compensation Committee of the Board of
Directors currently consists of William H. Janeway, Edward
Grzedzinski and C. Frederick Lane. Mr. Janeway acts as
chairman of the committee. The Compensation Committee
establishes the Companys executive compensation policy,
determines the salary and bonuses of the Companys
executive officers and recommends to the Board of Directors
stock option grants for executive officers. Further information
regarding the duties of the Compensation Committee is contained
in the Compensation Committee Charter, which can be found on our
website at www.indus.com/about/governance.

The Nominating and Corporate Governance Committee
of the Board of Directors currently consists of Gayle A.
Crowell, Douglas S. Massingill and Thomas E. Timbie, all of whom
are independent as defined in the applicable listing standards
of the NASD. Mr. Massingill acts as chairman of the
committee. The Nominating and Corporate Governance Committee
identifies individuals qualified to serve on the Board of
Directors and recommends that the Board select a slate of
director nominees for election by the stockholders of the
Company at the annual meeting of the stockholders of the
Company. In identifying these individuals, the nominating
committee considers such factors as independence and no conflict
of interest that would interfere with performance as a director,
character and integrity, financial literacy, level of education
and business experience, sufficient time to devote to Board
matters and a commitment to represent the long-term interests of
our stockholders. The committee also seeks to ensure that the
composition of the Board at all times adheres to the
independence requirements of the Nasdaq National Market and
reflects a variety of complementary experiences and backgrounds,
particularly in the areas of management and leadership,
sufficient to provide sound and prudent guidance with respect to
the operations and interests of the Company. The Nominating and
Corporate Governance Committee also considers nominees
recommended by stockholders and the manner in which the
committee evaluates a potential nominee does not differ based on
which of the different sources indicated above recommended the
candidate. In addition, the Nominating and Corporate Governance
Committee is responsible for developing and recommending to the
Board of Directors a set of corporate governance policies and
principles to be applicable to the Company. The Nominating and
Corporate Governance Committee also evaluates such policies and
guidelines periodically and suggests amendments to them, if
appropriate. Further information regarding the duties of the
Nominating and Corporate Governance Committee is contained in
the Nominating and Corporate Governance Committee Charter, which
can be found on our website at www.indus.com/about/governance.

Meetings

The Board of Directors of the Company held a
total of twelve meetings during the fiscal year ended
March 31, 2004. During this time, each of the directors
attended at least 75% of all meetings of the full Board of
Directors and of the committees on which he or she served during
the fiscal year, except that Edward Grzedzinski and Joseph P.
Landy attended fewer than 75% of the meetings of the Board
during the period that each served as a director.

To carry out its responsibilities, the Audit
Committee held ten meetings and the Compensation Committee held
six meetings during the fiscal year ended March 31, 2004,
respectively. The Nominating and Corporate Governance Committee
was created by the Board of Directors on May 6, 2004 and as
such held no meetings during the fiscal year ended
March 31, 2004.

Section 16(a) Beneficial Ownership
Reporting Compliance

Section 16(a) of the Securities Exchange Act
of 1934 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 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 are required by
Securities and Exchange Commission regulation to furnish the
Company with copies of all Section 16(a) forms they file.

Based solely on its review of copies of the forms
furnished to the Company and written representations from the
executive officers, directors and 10% stockholders, the Company
believes that delinquent filings were

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made by the following individuals for the
following transactions: (i) Form 4s for
Messrs. Dukat, Babka, and Gregg, and Adam Battani and
Arthur Beckman related to option grants made on October 24,
2003 were filed late on January 30, 2004 and, in the case
of Mr. Beckman on February 2, 2004; (ii) a
Form 4 for Mr. Babka related to options granted on
April 28, 2003 was filed one day late on May 1, 2003;
and (iii) a Form 4 for Mr. Gregg related to
options granted on March 6, 2003 was filed late on
March 12, 2003. Other than the filings indicated, 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 March 31, 2004, all officers, directors and 10%
stockholders complied with all Section 16(a) filing
requirements.


Code of Ethics

We have adopted a Code of Conduct and Ethics that
applies to all of our directors, officers and employees. A copy
of our Code of Conduct and Ethics is available publicly on our
website at www.indus.com/about/governance. If we make any
substantive amendment to the Code, or grant any waiver,
including any implicit waiver, from a provision of the Code,
that applies to our chief executive officer, chief financial
officer or chief accounting officer, we will disclose the nature
of the amendment or waiver on that website. We may elect to also
disclose the amendment or waiver in a report on Form 8-K
filed with the SEC.



|         |                        
|-------- | -----------------------
|Item 11. | Executive Compensation.

Summary Compensation Table

|                            |                          |             |      |                      |  |              |         |                  |  |              |        |                  |  |  |   |    |  |  |         |         |  |  |   |   | 
|--------------------------- | ------------------------ | ----------- | ---- | -------------------- |  | ------------ | ------- | ---------------- |  | ------------ | ------ | ---------------- |  |  | - | -- |  |  | ------- | ------- |  |  | - | - | 
|                            |                          |             |      |                      |  |              |         |                  |  | Long-Term    |        |                 
|                            |                          |             |      |                      |  |              |         |                  |  | Compensation |        |                 
|                            |                          |             |      |                      |  | Awards       |         |                 
|                            |                          |             |      | Annual Compensation  |  |              |         |                 
|                            |                          |             |      |                      |  | Securities   |         |                 
|                            |                          |             |      |                      |  | Other Annual |         | Underlying       |  | All Other   
|Name and Principal Position |                          | Fiscal Year |      | Salary ($)           |  | Bonus ($)    |         | Compensation ($) |  | Options      |        | Compensation ($)
|                            |                          |             |      |                      |  |              |         |                  |  |              |        |                 
|Thomas R. Madison, Jr.(1)   |                          |             | 2004 |                      |  | $            | 375,000 |                  |  |              |       |                  |  |  |  |    |  |  |        |         |  |  |  |  
|                            | Chairman of the Board    |             |      | Transition Period(2) |  |              |         | 100,000          |  |              |        |                 |  |  |   |   |  |  |         |        |  |  |   |  | 
|                            | and Former Chief         |             |      | 2002                 |  |              |         | 325,000          |  |              |        |                 |  |  |   |   |  |  |         | 896,000 |  |  |   |  | 
|                            | Executive Officer        |             |      | 2001                 |  |              |         | 8,653            |  |              |        |                 |  |  |   |   |  |  |         | 50,000  |  |  |   |  | 
|Gregory J. Dukat(3)         |                          |             | 2004 |                      |  |              | 268,958 |                  |  | $            | 40,000 | (4)              |  |  |  |    |  |  | 425,000 |         |  |  |  |  
|                            | President and Chief      |             |      | Transition Period(2) |  |              |         | 62,500           |  |              |        |                 |  |  | $ | 85 |  |  |         |        |  |  |   |  | 
|                            | Executive Officer        |             |      | 2002                 |  |              |         | 72,928           |  |              |        |                 |  |  |   |   |  |  |         | 450,000 |  |  |   |  | 
|Jeffrey A. Babka(5)         |                          |             | 2004 |                      |  |              | 250,000 |                  |  |              | 30,000 | (4)              |  |  |  |    |  |  | 225,000 |         |  |  |  |  
|                            | Former Executive Vice    |             |      | Transition Period(2) |  |              |         | 62,500           |  |              |        |                 |  |  |   |   |  |  |         |        |  |  |   |  | 
|                            | President Finance and    |             |      | 2002                 |  |              |         | 176,042          |  |              |        | 59,065           |  |  |   |   |  |  |         | 450,000 |  |  |   |  | 
|                            | Administration, Chief    |             |      |                      |  |              |         |                  |  |              |        |                  |  |  |   |    |  |  |         |         |  |  |   |   | 
|                            | Financial Officer        |             |      |                      |  |              |         |                  |  |              |        |                  |  |  |   |    |  |  |         |         |  |  |   |   | 
|                            | and Secretary            |             |      |                      |  |              |         |                  |  |              |        |                  |  |  |   |    |  |  |         |         |  |  |   |   | 
|John D. Gregg(6)            |                          |             | 2004 |                      |  |              | 212,000 |                  |  |              | 23,000 | (4)              |  |  |  |    |  |  | 100,000 |         |  |  |  |  
|                            | Executive Vice President |             |      | Transition Period(2) |  |              |         | 15,023           |  |              |        |                 |  |  |   |   |  |  |         | 150,000 |  |  |   |  | 
|                            | of Field Operations      |             |      |                      |  |              |         |                  |  |              |        |                  |  |  |   |    |  |  |         |         |  |  |   |   | 



---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Mr. Madison received an option grant on
    April 24, 2001 to purchase 50,000 shares of the
    Companys Common Stock as an independent director under the
    1997 Director Option Plan prior to becoming the
    Companys Chairman of the Board on December 19, 2001.
    Mr. Madison stepped down as Chief Executive Officer
    effective February 1, 2004 and continues to serve as an
    employee in his role as Chairman of the Board.
|   
|(2) | On March 28, 2003, the Company changed its
    fiscal year end from December 31 to March 31. The
    Transition Period includes compensation information
    for the three-month transition period from January 1, 2003
    to March 31, 2003.                                                                                                                                                                                                
|   
|(3) | Mr. Dukat became the Executive Vice
    President of Worldwide Operations of the Company effective
    September 2002. Mr. Dukat became the President and Chief
    Operating Officer of the Company in August 2003 and then
    President and Chief Executive Officer of the Company effective
    February 1, 2004.                                                                                                                           

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|    |                                                                                                                                                                                                                                    
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(4) | Each of Messrs. Dukat, Babka and Gregg were
    awarded a bonus payment in recognition of the Companys
    performance for the fourth quarter of fiscal 2004. These bonus
    payments will be paid on or about October 1, 2004.  
|   
|(5) | Mr. Babka became the Executive Vice
    President Finance and Administration, Chief Financial Officer
    and Secretary of the Company effective April 2002.
    Mr. Babka resigned from these positions effective
    May 6, 2004.
|   
|(6) | Mr. Gregg became the President, Utilities
    Business Unit on March 5, 2003 and was promoted to
    Executive Vice President of Field Operations in February 2004.                                                                

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 the fiscal year
ended March 31, 2004. Options were granted under the
Companys 1997 Stock Option Plan. All options were granted
at an exercise price equal to the fair market value of the
Companys Common Stock on the date of grant. Options may
terminate before their expiration upon the death, permanent
disability or termination of status as an employee or consultant
of a particular Named Executive Officer.

|                       |  |                   |         |                            |  |           |     |                |  |                         |      |     |  |  |          |  |  |   |         |  |  |   |           | 
|---------------------- |  | ----------------- | ------- | -------------------------- |  | --------- | --- | -------------- |  | ----------------------- | ---- | --- |  |  | -------- |  |  | - | ------- |  |  | - | --------- | 
|                       |  |                   |         |                           
|                       |  | Individual Grants |         | Potential Realizable Value
|                       |  |                   |         | at Assumed Annual Rates   
|                       |  | Number of         |         | Percent of                 |  |           |     | of Stock Price
|                       |  | Securities        |         | Total Options              |  | Exercise  |     |                |  | Appreciation for Option
|                       |  | Underlying        |         | Granted to                 |  | Price per |     |                |  | Term ($)(1)            
|                       |  | Options           |         | Employees in               |  | Share     |     | Expiration     |  |                        
|Name                   |  | Granted           |         | Fiscal Year                |  | ($)       |     | Date           |  | 5%                      |      | 10%
|                       |  |                   |         |                            |  |           |     |                |  |                         |      |    
|Thomas R. Madison, Jr. |  |                   |        |                            |  |           |    |                |  |                         |     |     |  |  |         |  |  |   |        |  |  |   |          | 
|Jeffrey A. Babka       |  |                   | 100,000 |                            |  |           | 2.4 | %              |  | $                       | 1.70 |     |  |  | 4/27/13  |  |  | $ | 106,912 |  |  | $ | 270,936   | 
|                       |  |                   | 125,000 |                            |  |           | 3.0 |                |  |                         | 2.44 |     |  |  | 10/23/13 |  |  |   | 191,813 |  |  |   | 486,091   | 
|Gregory J. Dukat       |  |                   | 125,000 |                            |  |           | 3.0 |                |  |                         | 2.44 |     |  |  | 10/23/13 |  |  |   | 191,813 |  |  |   | 486,091   | 
|                       |  |                   | 300,000 |                            |  |           | 7.2 |                |  |                         | 3.90 |     |  |  | 1/26/14  |  |  |   | 735,807 |  |  |   | 1,834,679 | 
|John D. Gregg          |  |                   | 100,000 |                            |  |           | 2.4 |                |  |                         | 2.44 |     |  |  | 10/23/13 |  |  |   | 153,450 |  |  |   | 388,873   | 



---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Potential gains are net of exercise price, but
    before taxes associated with exercise. 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 values are calculated based on Securities and
    Exchange Commission requirements and do not reflect the
    Companys estimate of future stock price growth. Actual
    gains, if any, on stock option exercises are dependent on the
    future performance of the Companys Common Stock and
    overall market conditions.

Aggregate Option Exercises in Last Fiscal Year
and Year-End Values

The following table sets forth information
concerning the shares of Common Stock acquired and the value
realized upon the exercise of stock options during the fiscal
year ended March 31, 2004, the number of shares of Common
Stock underlying exercisable and unexercisable options held by
each of the Named Executive Officers as of March 31, 2004
and the values of unexercised in-the-money options
as of that date.

|                      |  |             |   |          |  |                           |   |                         |  |             |         |               |  |  |         |  |  |   |         |  |  |   |         | 
|--------------------- |  | ----------- | - | -------- |  | ------------------------- | - | ----------------------- |  | ----------- | ------- | ------------- |  |  | ------- |  |  | - | ------- |  |  | - | ------- | 
|                      |  |             |   |          |  |                           |   |                        
|                      |  |             |   |          |  | Number of Securities      |   | Value of Unexercised   
|                      |  |             |   |          |  | Underlying Unexercised    |   | In-the-Money Options at
|                      |  | Shares      |   | Value    |  | Options at March 31, 2004 |   | Fiscal Year-End ($)(1) 
|                      |  | Acquired on |   | Realized |  |                           |   |                        
|Name                  |  | Exercise    |   | ($)      |  | Exercisable               |   | Unexercisable           |  | Exercisable |         | Unexercisable
|                      |  |             |   |          |  |                           |   |                         |  |             |         |              
|Thomas R. Madison, Jr |  |             |  |          |  |                           |  |                         |  |             | 360,498 |               |  |  | 585,502 |  |  | $ | 223,875 |  |  | $ | 449,989 | 
|Jeffrey A. Babka      |  |             |  |          |  |                           |  |                         |  |             | 200,000 |               |  |  | 475,000 |  |  |   | 49,750  |  |  |   | 383,248 | 
|Gregory J. Dukat      |  |             |  |          |  |                           |  |                         |  |             | 112,500 |               |  |  | 762,500 |  |  |   | 210,375 |  |  |   | 564,349 | 
|John D. Gregg         |  |             |  |          |  |                           |  |                         |  |             | 37,500  |               |  |  | 212,500 |  |  |   | 61,125  |  |  |   | 237,866 | 

6



---



##### 





---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Determined by taking the difference between the
    closing price of the Companys Common Stock on
    March 31, 2004 of $3.37 per share less the exercise
    price of the option granted, multiplied by the number of shares
    subject to the option. If the exercise price of the option
    exceeds the closing price, the value of the option is not
    in-the-money and the value is deemed to be zero.

Compensation of Directors

During the fiscal year ended March 31, 2004,
each of our independent directors (as defined under NASD
Rule 4200(a)(14)), other than Mr. Janeway, received
annual cash fees in the amount of $10,000 for services provided
in that capacity. In addition, all independent directors were
reimbursed for out-of-pocket expenses they incurred in
connection with their attendance at meetings. Additional annual
cash compensation is paid to independent directors, other than
Mr. Janeway, that serve on committees, as follows: the
chairperson of the Audit Committee receives an additional
$10,000; the chairperson of the Compensation Committee receives
an additional $5,000; all other members of the Audit Committee
receive an additional $2,000; and all other members of the
Compensation Committee receive an additional $1,000. All cash
compensation is paid in quarterly installments and is contingent
on continued service on the Board or the applicable committee.
During the fiscal year ended March 31, 2004, neither
non-independent directors nor Mr. Janeway received cash
fees for services provided in their capacity as a director but
were reimbursed for out-of-pocket expenses incurred in
connection with attendance at meetings.

Under the Companys 1997 Director
Option Plan (the Director Option Plan), the Company
has reserved 700,000 shares of Common Stock for issuance to
the directors of the Company pursuant to non-qualified stock
options. As of March 31, 2004, options to purchase an
aggregate of 495,000 shares were outstanding under the
Director Option Plan at a weighted average exercise price of
$4.31 per share, of which options to
purchase 180,000 shares were fully vested and
immediately exercisable; 0 options had been exercised pursuant
to the Plan; and 205,000 shares remained available for
future grant.

During the fiscal year ended March 31, 2004,
pursuant to the Director Option Plan, each director who was not
an employee of the Company was automatically granted a
non-qualified option to purchase 50,000 shares of
Common Stock on the date such person becomes a director.
Thereafter, each such person was automatically granted an option
to acquire 17,500 shares of the Companys Common Stock
upon such outside directors re-election at each annual
meeting of stockholders, provided that on such date such person
had served on the Board of Directors for at least six months.
All options granted under the Director Option Plan become
exercisable as to 25% of the shares subject to such option on
each anniversary of its date of grant. In addition, during the
fiscal year ended March 31, 2004, each director appointed
to serve as a chairperson of either the Audit Committee or the
Compensation Committee was automatically granted a non-qualified
option to purchase 5,000 shares of Common Stock of the
Company on the date of such appointment and a non-qualified
option to purchase an additional 5,000 shares of Common
Stock of the Company at each annual meeting of stockholders
should he or she continue to serve in such capacity, provided
that on such date such person had served as a committee
chairperson for at least six months. Options granted to the
chairpersons of the Audit and Compensation Committees become
exercisable as to 100% of the shares subject to such option on
the first anniversary of the date of the grant.

As of May 6, 2004, the Board of Directors
approved certain changes to the compensation of the
Companys directors, effective for the fiscal year ended
March 31, 2005. Specifically, beginning with the fiscal
year ended March 31, 2005, the chairperson of the
Nominating and Corporate Governance Committee will receive
$5,000 in additional annual cash compensation and an automatic
grant of a non-qualified option to
purchase 5,000 shares of Common Stock of the Company
on the date of such appointment and a non-qualified option to
purchase an additional 5,000 shares of Common Stock of the
Company at each annual meeting of stockholders should he or she
continue to serve in such capacity, provided that on such date
such person shall have served as a committee chairperson for at
least six months. In addition, beginning with the fiscal year
ended March 31, 2005, all other members of the Nominating
and Corporate Governance Committee will receive an additional
$1,000 in annual cash compensation. Lastly, the Board of
Directors approved an increase in the number of options to be
granted to directors who are not employees of the Company under
the Director

7



---



##### 



Option Plan upon such outside directors
re-election at each annual meeting of stockholders from
17,500 shares to 25,000 shares of the Companys
Common Stock.


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

Thomas R.
Madison, Jr.The Company has
entered into an employment agreement with Thomas R.
Madison, Jr., its Chairman of the Board and former Chief
Executive Officer, dated April 29, 2003. The agreement
provides for at-will employment. Under the
employment agreement, Mr. Madison is to receive an annual
base salary of $400,000 and a discretionary bonus of up to one
hundred percent of his base salary, payable, if at all, at the
discretion of the Compensation Committee or the Board of
Directors. Mr. Madisons annual base salary was
reduced to $250,000 when he stepped down as Chief Executive
Officer of the Company in February 2004.

If Mr. Madisons employment is
terminated without cause or it is terminated by
Mr. Madison for good reason (as those terms are
defined in the employment agreement), Mr. Madison will
receive his base salary payable over 12 months, a bonus
payment equal to one year of his base salary payable in a lump
sum, full COBRA benefits for 18 months, and his options (to
the extent vested) shall be exercisable for 15 months. If
the employment agreement terminates due to
Mr. Madisons death or disability, Mr. Madison or
his beneficiary will receive one year of his base salary payable
over 12 months, a bonus payment equal to his base salary
payable in a lump sum, with respect to disability, full COBRA
benefits for 12 months, and his options (to the extent
vested) shall be exercisable for 15 months.

In addition, Mr. Madisons employment
agreement contains provisions related to a change in control (as
defined in the agreement) of the Company. Upon the earlier of
six months following a change of control, or termination of his
employment without cause or by Mr. Madison for good reason
following the change of control, Mr. Madisons options
shall fully vest and become exercisable and may be exercised for
15 months. In the event that Mr. Madisons
employment is terminated without cause or by Mr. Madison
for good reason following a change of control, or he terminates
his employment with or without cause after six months following
the change of control, he shall receive his base salary payable
in a lump sum, a bonus payment equal to his base salary payable
in a lump sum, full COBRA benefits for 18 months, and his
options (to the extent vested) shall be exercisable for
15 months.

Gregory J. Dukat.The Company has entered into an employment agreement with
Gregory J. Dukat, its President and Chief Executive Officer and
former Executive Vice President of Worldwide Operations, dated
September 16, 2002. The agreement provides for
at-will employment. Under this employment agreement,
Mr. Dukat is to receive an annual base salary of $250,000
and a discretionary bonus of up to one hundred percent of his
base salary, payable, if at all, at the discretion of the
Companys Compensation Committee or the Board of Directors.
The agreement also provides for an initial option to
purchase 450,000 shares of the Companys Common
Stock. Mr. Dukats annual base salary was increased to
$400,000 when he was promoted to Chief Executive Officer of the
Company in February 2004.

If Mr. Dukats employment is terminated
without cause or it is terminated by Mr. Dukat
for good reason (as those terms are defined in the
employment agreement), Mr. Dukat will receive one year of
his base salary and full COBRA benefits for 12 months.

In addition, the Company entered into a change of
control severance agreement with Mr. Dukat, dated
September 16, 2002. The agreement provides that if within
12 months following a change in control (as that term is
defined in the change of control severance agreement),
Mr. Dukats employment is terminated without
cause or it is terminated by Mr. Dukat for
good reason (as those terms are defined in the
change of control severance agreement), Mr. Dukat shall
receive one year of his base salary, full COBRA benefits and his
options shall accelerate and be automatically vested in full and
become exercisable.

Thomas W. Williams.The Company has entered into an employment agreement with Thomas
W. Williams, its Executive Vice President and Chief Financial
Officer, dated May 6, 2004. The agreement provides for
at-will employment. Under this employment agreement,
Mr. Williams is to receive an annual base salary of
$248,000 and a discretionary bonus of up to one hundred percent
of his base salary, payable, if at

8



---



##### 



all, at the discretion of the Companys
Compensation Committee or the Board of Directors. The agreement
also provides for an option to purchase 250,000 shares
of the Companys Common Stock. In addition, the agreement
provides Mr. Williams with a signing bonus of $40,000.


If Mr. Williams employment is
terminated without cause or it is terminated by
Mr. Williams for good reason (as those terms
are defined in the employment agreement), Mr. Williams will
receive one year of his base salary, full COBRA benefits for
18 months, and his options (to the extent vested) shall be
exercisable for 15 months. If the employment agreement
terminates due to Mr. Williams death or disability,
Mr. Williams or his beneficiary will receive one year of
his base salary payable over 12 months and with respect to
disability, full COBRA benefits for 12 months.

In addition, Mr. Williams employment
agreement contains provisions related to a change in control (as
defined in the agreement) of the Company. Upon the earlier of
six months following a change of control, or termination of his
employment without cause or by Mr. Williams for good reason
following the change of control, Mr. Williams options
shall fully vest and become exercisable and may be exercised for
15 months. In the event that Mr. Williams
employment is terminated without cause or by Mr. Williams
for good reason following a change of control, or he terminates
his employment with or without cause after six months following
the change of control, he shall receive his base salary payable
in a lump sum, full COBRA benefits for 18 months, and his
options (to the extent vested) shall be exercisable for
15 months.

John D. Gregg.The
Company has entered into an employment agreement with John D.
Gregg, its Executive Vice President of Field Operations and
former President, Utilities Business Unit, dated
February 19, 2003. The agreement provides for
at-will employment. Under this employment agreement,
Mr. Gregg is to receive an annual base salary of $212,000
and a discretionary bonus of up to fifty percent of his base
salary, payable if at all, at the discretion of the
Companys Compensation Committee or the Board of Directors.
The agreement also provides for an initial option to
purchase 150,000 shares of the Companys Common
Stock. Mr. Greggs annual base salary was increased to
$233,000, effective April 1, 2004. If Mr. Greggs
employment is terminated without cause (as that term
is defined in the employment agreement), Mr. Gregg will
receive nine months of his base salary.

Compensation Committee Interlocks and Insider
Participation

During the fiscal year ended March 31, 2004,
the Companys Compensation Committee consisted of William
H. Janeway and Edward Grzedzinski for the entire year and
William H. Janeway, Edward Grzedzinski and C. Frederick Lane
since July 30, 2003. No interlocking relationship existed
during the fiscal year ended March 31, 2004 nor presently
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 July 15,
2004, 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.

|                                          |  |              |            |               |  |  |       | 
|----------------------------------------- |  | ------------ | ---------- | ------------- |  |  | ----- | 
|                                          |  | Shares       |            | Approximate  
|                                          |  | Beneficially |            | Percentage of
|Name and Address                          |  | Owned(1)     |            | Ownership(1) 
|                                          |  |              |            |              
|Warburg, Pincus Investors, L.P.(2)(3)     |  |              | 17,809,469 |               |  |  | 31.13 | 
|William H. Janeway(2)(4)                  |  |              | 17,877,594 |               |  |  | 31.21 | 
|Columbia Wanger Asset Management, L.P.(5) |  |              | 6,340,000  |               |  |  | 11.08 | 
|Columbia Acorn Trust(5)                   |  |              | 5,000,000  |               |  |  | 8.74  | 
|S Squared Technology Corp.(6)             |  |              | 3,058,500  |               |  |  | 5.35  | 
|Thomas R. Madison, Jr.(7)                 |  |              | 557,952    |               |  |  | 1.00  | 
|Gayle A. Crowell(8)                       |  |              | 133,125    |               |  |  | *     | 

9



---



##### 



|                                                                         |  |              |            |               |  |  |       | 
|------------------------------------------------------------------------ |  | ------------ | ---------- | ------------- |  |  | ----- | 
|                                                                         |  | Shares       |            | Approximate  
|                                                                         |  | Beneficially |            | Percentage of
|Name and Address                                                         |  | Owned(1)     |            | Ownership(1) 
|                                                                         |  |              |            |              
|Gregory J. Dukat(8)                                                      |  |              | 112,500    |               |  |  | *     | 
|John D. Gregg(8)                                                         |  |              | 37,500     |               |  |  | *     | 
|Edward Grzedzinski(7)                                                    |  |              | 43,125     |               |  |  | *     | 
|C. Frederick Lane(8)                                                     |  |              | 12,500     |               |  |  | *     | 
|Douglas S. Massingill(8)                                                 |  |              | 12,500     |               |  |  | *     | 
|Frederick J. Schwab(8)                                                   |  |              |           |               |  |  | *     | 
|Thomas E. Timbie(8)                                                      |  |              | 43,125     |               |  |  | *     | 
|Thomas W. Williams(8)                                                    |  |              |           |               |  |  | *     | 
|All current directors and executive officers as a
    group (11 persons) |  |              | 18,829,921 |               |  |  | 32.38 | 



---



|  |             
|- | ------------
|* | 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 stock options or
    warrants that are either immediately exercisable or exercisable
    within sixty days of July 15, 2004 are deemed to be
    outstanding and to be beneficially owned by the person holding
    such options or warrants 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, L.P. (WPI). Warburg Pincus & Co.
    (WP) is the sole General Partner of WPI. Warburg
    Pincus LLC (WP LLC) manages WPI. The members of WP
    LLC are substantially the same as the partners of WP. William H.
    Janeway, a director of Indus International, Inc., is a vice
    chairman and member of WP LLC and a general partner of WP.
    Mr. Janeway may be deemed to have an indirect pecuniary
    interest (within the meaning of Rule 16a-1 under the
    Securities Exchange Act of 1934, as amended) in an indeterminate
    portion of the shares beneficially owned by WPI. All shares
    indicated as owned by Mr. Janeway are included because of
    his affiliation with WP, WPI and WP LLC. Mr. Janeway
    disclaims beneficial ownership, for purposes of Section 16
    of the Exchange Act or otherwise, of all such shares owned by
    WP, WPI and WP LLC. His address is c/o Warburg Pincus LLC,
    466 Lexington Avenue, New York, New York 10017.                     
|   
|(3) | Robert W. Felton, the Company and 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.                                                                                                                                                                                                       
|   
|(4) | Includes 68,125 shares for Mr. Janeway
    that are subject to options exercisable within 60 days of
    July 15, 2004, which were granted to Mr. Janeway in
    his capacity as a director.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|(5) | Represents shares reported on Schedule 13G
    for the period ended December 31, 2003 and Form 13F
    for the period ended March 31, 2004, of which Columbia
    Wanger Asset Management, L.P and WAM Acquisition GP, Inc., its
    general partner, have shared voting and investment power. Of
    these 6,340,000 shares beneficially owned by WAM, Columbia
    Acorn Trust has shared voting and investment power over
    5,000,000 shares. The address of WAM is 227 West Monroe
    Street, Suite 3000, Chicago, Illinois 60606.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

10



---



##### 





|    |                                                                                                                                                                                                                                                                                                                                 
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(6) | Represents shares reported on Schedule 13G
    for the period ended December 31, 2003 and Form 13F
    for the period ended March 31, 2004. S Squared Technology
    Corp. has sole voting and dispositive power over these shares.
    The address of S Squared Technology Corp. is 515 Madison Avenue,
    New York, NY 10022.
|   
|(7) | For Mr. Madison, includes
    485,498 shares subject to options exercisable within
    60 days of July 15, 2004. For Mr. Grzedzinski,
    includes 33,125 shares subject to options exercisable
    within 60 days of July 15, 2004.                                                                                            
|   
|(8) | Represents shares subject to options exercisable
    within 60 days of July 15, 2004.                                                                                                                                                                                                                                           



|         |                                                    
|-------- | ---------------------------------------------------
|Item 13. | Certain Relationships and Related
    Transactions.

None.



|         |                                            
|-------- | -------------------------------------------
|Item 14. | Principal Accountant Fees and
    Services.

Ernst & Young has served as the
Companys independent auditors since the formation of the
Company in 1997 and has been selected to serve in that capacity
for the fiscal year ended March 31, 2005. The aggregate
fees billed to the Company for professional accounting services,
including the audit of the Companys annual financial
statements by Ernst & Young LLP for the fiscal year
ended March 31, 2004, the transition period from
January 1, 2003 to March 31, 2003 and the fiscal year
ended December 31, 2002, respectively, are set forth in the
table below.

|                   |       |      |         |            |  |      |         |         |  |   |         |           | 
|------------------ | ----- | ---- | ------- | ---------- |  | ---- | ------- | ------- |  | - | ------- | --------- | 
|                   |       |      |         | Transition |  |     
|                   |       | 2004 |         | Period     |  | 2002
|                   |       |      |         |            |  |     
|Audit Fees         |       | $    | 415,000 |            |  | $    | 353,000 |         |  | $ | 433,000 |          
|Audit-Related Fees |       |      | 26,000  |            |  |      | 312,000 |         |  |   | 20,000  |          
|Tax Fees           |       |      | 569,000 |            |  |      | 165,000 |         |  |   | 843,000 |          
|All Other Fees     |       |      | 0       |            |  |      | 0       |         |  |   | 20,000  |          
|                   |       |      |         |            |  |      |         |         |  |   |         |          
|                   | Total |      | $       | 1,010,000  |  |      | $       | 830,000 |  |   | $       | 1,316,000 | 
|                   |       |      |         |            |  |      |         |         |  |   |         |          

For purposes of the preceding table, the
professional fees are classified as follows:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Audit Fees These are fees for professional
    services for the audit of the Companys financial
    statements and the required review of the Companys
    financial statements included in the Form 10-Q filings,
    subsidiary audits, equity investment audits and other procedures
    to be performed by the independent auditors to be able to form
    an opinion on the Companys consolidated financial
    statements.                                                                                                                                            
|
| |  | Audit-Related
    Fees These are fees for
    assurance and related services that traditionally are performed
    by independent auditors, such as due diligence related to
    acquisitions and dispositions, attestation services that are not
    required by statute or regulation, statutory subsidiary or
    equity investment audits incremental to the audit of the
    consolidated financial statements and general assistance with
    the implementation of Section 404 of the Sarbanes-Oxley Act
    of 2002 and other SEC rules promulgated pursuant to the Act.
|
| |  | Tax Fees
    These are fees for all professional services performed by
    professional staff in our independent auditors tax
    division, except those services related to the audit of our
    financial statements. These include fees for tax compliance, tax
    planning, and tax advice, including federal, state and local
    issues. Services may also include assistance with tax audits and
    appeals before the IRS and similar state and local agencies, as
    well as federal, state, and local tax issues related to due
    diligence.                   
|
| |  | All Other
    Fees These are fees for
    other permissible work performed that do not meet the
    above-described categories, including assistance with internal
    audit plans and risk assessments.                                                                                                                                                                                                                                                                                                                                                                       

11



---



##### 



Audit Committee Review

Our audit and compliance committee has reviewed
the services rendered and the fees billed by Ernst &
Young for the fiscal year ended March 31, 2004. The Audit
Committee has determined that the services rendered and the fees
billed last year that were not related to the audit of our
financial statements are compatible with the independence of
Ernst & Young LLP as the Companys auditors.

The Audit Committee pre-approves all audit and
non-audit services performed by the Companys independent
auditors and all related fees to assure that the provision of
such services does not impair the auditors independence.
Under the Audit Committee policy, the independent auditors are
prohibited from performing any non-audit services in
contravention of SEC rules. The Audit Committee may delegate its
pre-approval authority to one or more of its members, but not to
management. The Audit Committee chairperson, who is an
independent director of the Board of Directors, has the
authority to grant pre-approvals for services to be performed by
our independent auditors for amounts up to $25,000 per
engagement. The chairperson shall report any pre-approval
decisions to the full Audit Committee at its next scheduled
meeting. In the event that an engagement is anticipated to cost
more than $25,000, approval of the Audit Committee by email is
an appropriate authorization, with ratification at the next
scheduled Audit Committee meeting. For the fiscal year ended
March 31, 2004, the Audit Committee approved the
Companys fee arrangement with Ernst & Young LLP
prior to the start of the annual audit. All of the fees paid to
Ernst & Young LLP for the services described above
under Audit-Related Fees, Tax Fees and
All Other Fees were pre-approved for the fiscal year
ended March 31, 2004 and for the transition period ended
March 31, 2003.

PART IV



|         |                                                                      
|-------- | ---------------------------------------------------------------------
|Item 15. | Exhibits, Financial Statement Schedules,
    and Reports on Form 8-K.

(a)3. Exhibits

INDEX TO EXHIBITS

|        |    |                     |  |                                                                           
|------- | -- | ------------------- |  | --------------------------------------------------------------------------
|Exhibit |    |                    
|Number  |    | Exhibit Description
|        |    |                    
|        | 31 | .1                  |  | Rule 13a-14(a)/15d-14(a) Certification of
    Principal Executive Officer.
|        | 31 | .2                  |  | Rule 13a-14(a)/15d-14(a) Certification of
    Principal Financial Officer.

12



---



##### 



SIGNATURES

Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized on July 29, 2004.



| |                          
| | -------------------------
| | INDUS INTERNATIONAL, INC.



| |     |                     
| | --- | --------------------
| | By: | /s/ GREGORY J. DUKAT

| |                                                   
| | --------------------------------------------------
| |                                                   
| | Name: Gregory J. Dukat                            
| | Its:     President and
    Chief Executive Officer

Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the Registrant and in the
capacities and on the dates indicated:

|                                                          |  |                                                                                                       |  |               |  | 
|--------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------- |  | ------------- |  | 
|                                                          |  |                                                                                                       |  |              
|Signature                                                 |  | Title                                                                                                 |  | Date         
|                                                          |  |                                                                                                       |  |              
|                                                         
|/s/ GREGORY J. DUKATGregory J. Dukat                      |  | President and Chief Executive Officer (Principal
    Executive Officer), Director                     |  | July 29, 2004
|                                                         
|/s/ THOMAS W. WILLIAMSThomas W. Williams                  |  | Executive Vice President and Chief Financial
    Officer (Principal Financial and Accounting Officer) |  | July 29, 2004
|                                                         
|*Thomas R. Madison, Jr.                                   |  | Chairman of the Board, Director                                                                       |  | July 29, 2004
|                                                         
|*Gayle A. Crowell                                         |  | Director                                                                                              |  | July 29, 2004
|                                                         
|*Edward Grzedzinski                                       |  | Director                                                                                              |  | July 29, 2004
|                                                         
|*William H. Janeway                                       |  | Director                                                                                              |  | July 29, 2004
|                                                         
|*C. Frederick Lane                                        |  | Director                                                                                              |  | July 29, 2004
|                                                         
|*Douglas S. Massingill                                    |  | Director                                                                                              |  | July 29, 2004
|                                                         
|Frederick J. Schwab                                       |  | Director                                                                                              |  | July 29, 2004
|                                                         
|*Thomas E. Timbie                                         |  | Director                                                                                              |  | July 29, 2004
|                                                         
|/s/ GREGORY J. DUKATGregory J. Dukat, as attorney-in fact |  |                                                                                                       |  |              

13