UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C.  20549

                             FORM 10-K

(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 Under Section 13 or 15(d) of the
     Securities Exchange Act of 1934
     For the transition period from ________ to ________

                  Commission File Number 0-27138

                         (Catalyst Logo)


                   CATALYST INTERNATIONAL, INC.
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     (Exact Name of Registrant as Specified in Its Charter)

             Delaware                           39-1415889
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(State or Other Jurisdiction                  I.R.S. Employer
of Incorporation or Organization)            Identification No.

8989 North Deerwood Drive, Milwaukee, Wisconsin       53223
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   (Address of Principal Executive Offices)         (Zip Code)

                        (414) 362-6800
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      (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, $0.10 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 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]

As of March 17, 2000, the aggregate market value of the
registrant's common stock held by non-affiliates was $82,247,335
(based upon the closing price of the registrant's common stock
on The Nasdaq Stock Market(R) On that date).

As of March 17, 2000, the number of shares outstanding of the
registrant's common stock was 7,961,669.


<PAGE>


Documents Incorporated By Reference

* Portions of the 1999 Annual Report to Shareholders
are incorporated by reference into Parts I, II, and IV.

* Portions of the definitive Proxy Statement dated April
7, 2000 to be delivered to shareholders in connection
with the Annual Meeting of Shareholders to be held April
25, 2000 are incorporated by reference into Part III.


<PAGE>


                   CATALYST INTERNATIONAL, INC.

                            FORM 10-K

           FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999


                              INDEX

Part I

Item 1.  Business . . . . . . . . . . . . . . . . . . .  1
Item 2.  Properties . . . . . . . . . . . . . . . . . .  7
Item 3.  Legal Proceedings. . . . . . . . . . . . . . .  7
Item 4.  Submission of Matters to a Vote of
         Security Holders . . . . . . . . . . . . . . .  7

Part II

Item 5.  Market for Registrant's Common Equity
         and Related Security Holder Matters. . . . . .  8
Item 6.  Selected Financial Data. . . . . . . . . . . .  8
Item 7.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations.  9
Item 7A. Quantitative and Qualitative Disclosures
         about Market Risk. . . . . . . . . . . . . . .  9
Item 8.  Financial Statements and Supplementary Data. .  9
Item 9.  Changes in and Disagreements with
         Accountants on Accounting and Financial
         Disclosure . . . . . . . . . . . . . . . . . .  9

Part III

Item 10. Directors and Executive Officers of
         the Registrant . . . . . . . . . . . . . . . .  9
Item 11. Executive Compensation . . . . . . . . . . . .  9
Item 12. Security Ownership of Certain
         Beneficial Owners and Management . . . . . . . 10
Item 13. Certain Relationships and Related
         Transactions . . . . . . . . . . . . . . . . . 10

Part IV

Item 14. Exhibits, Financial Statement Schedules
         and Reports on Form 8-K. . . . . . . . . . . . 10

Signatures. . . . . . . . . . . . . . . . . . . . . . . 12


<PAGE>


PART I

Item 1.  Business

General

Catalyst International, Inc. ("Catalyst" or the "Company"),
incorporated in Delaware in 1982, develops, markets, and
supports advanced warehouse management software solutions.
Catalyst's primary product, the Catalyst(R) Warehouse Management
System ("Catalyst WMS"), is a complete, standard software
solution operating in an open system environment.  Catalyst WMS
manages inventory, storage locations, people, and equipment by
controlling all aspects of warehouse operations, from receiving
and storing (putaway) to order selection (picking), loading, and
shipping.  Catalyst also provides related services, including
software modification and configuration, post-contract customer
support (PCS), project management, rapid prototyping, training,
and implementation support.  Catalyst WMS is a customer-
configurable software solution capable of satisfying each
customer's unique business objectives and operational
requirements.  Catalyst believes that organizations that have
implemented Catalyst WMS have realized increased customer
satisfaction, faster turnaround times, reduced labor costs,
increased space utilization, and increased warehouse efficiency.

Warehouse management is complex.  With thousands of raw
materials and finished goods moving through warehouses at any
given time, inventories, space, labor, and equipment must be
carefully managed.  These conditions have led many businesses to
seek improvements in their supply chain, including investments
in software solutions to cost-effectively manage their
warehouses and allow them to concentrate on customer support and
service.

With the explosive growth of e-commerce, warehouses have become
a critical link in the supply chain.  Internet fulfillment
requires the movement of goods at unprecedented efficiencies and
accuracy levels to meet increasing customer demands.  Catalyst
believes it is changing the warehouse from a storage facility
into a digital distribution center.  The digital distribution
center is able to execute a wide range of dynamic activities
critical to supply chain performance.  The Catalyst WMS software
can be delivered as a web-based solution that allows visibility
into the transactions so the warehouse can deliver value added
services to the customer.  Catalyst WMS is designed to provide
the speed, accuracy, and responsiveness required to meet the
challenges of e-commerce.

Since Catalyst was founded in 1979, it has focused its resources
on the development and enhancement of advanced warehouse
management software solutions.  This focus allowed Catalyst to
introduce the first configurable, standard software solution
that captured the best practice methodologies used in warehouse
operations.  Catalyst WMS encapsulates a variety of warehouse
management strategies that can be rapidly configured to meet the
particular specifications and requirements of individual
customers by utilizing two key attributes:  a standard product
and a standard implementation methodology.  Once implemented,
Catalyst WMS can be reconfigured through table-driven parameters
by Catalyst, the customer, or a third party integrator to adjust
to changes in operational strategies and accommodate ongoing
business process reengineering.  It is not Catalyst's intention
to bid on or enter into license agreements with customers who
demand significant amounts of modifications to the standard
product which would result in a custom-developed system.

Catalyst WMS operates in an open system environment allowing
customers to use various UNIX operating systems, operate on
multiple hardware platforms, run on multiple relational database
management systems ("RDBMS") (such as Oracle and Informix), and
interface with several third-party software applications, such
as manufacturing resources planning systems ("MRP II"),
enterprise resource planning systems ("ERP") (such as SAP, Baan,
and Oracle) and supply chain planning systems (such as

<PAGE>

Manugistics and I2).  Catalyst WMS supports a wide range of
interfaces to third-party peripherals, such as radio frequency-
based scanning and data collection devices, bar coding devices,
and material handling equipment (such as conveyors, sorters, and
carousels).

The Catalyst WMS implementation methodology is known as the
"CIMPL" process-Catalyst Implementation Management and Planning.
The CIMPL process consists of training, business scenario
development, configuration of the software, a Conference Room
Pilot ("CRP"), project management, and implementation support
services.  The CRP is a critical element of the Catalyst
approach which allows the customer to work hands-on with its
configured software in a practice environment at Catalyst's
headquarters.  The CRP enables Catalyst and the customer to
model warehouse management operations, prototype and validate
customer business requirements, and resolve operating issues
prior to live implementation.

In 1998, Catalyst introduced CatPack, which is a scaled down
version of the Catalyst WMS product.  CatPack is a packaged,
configurable system aimed at smaller companies across all
industries in the mid-tier market.  CatPack runs on a UNIX
server with Oracle RDBMS and communicates with Microsoft(R)
Windows NT(R).

For CatPack, Catalyst developed the Rapid Deployment
implementation methodology.  The Rapid Deployment process is
designed to implement a no-modification package in the least
amount of time, while ensuring a complete and successful
implementation.

During the third quarter of 1999, Catalyst and SAP AG of
Walldorf, Germany entered into an advanced strategic alliance
(the "Alliance").  In connection with the Alliance, Catalyst and
SAP America, Inc., a subsidiary of SAP AG, announced that SAP
America, Inc. acquired a 9.7% stake (759,485 shares of
Catalyst's common stock at a price of $17 per share) in
Catalyst.  In the same quarter, Catalyst recorded a
restructuring charge of $3.6 million related to the
discontinuation of its Windows NT WMS product, as part of the
Alliance.  The restructuring charge included $398,000 relating
to the closing of the Orlando, Florida office and the termination
of employment of employees.  In addition, there was
a $3.2 million non-cash charge for the write-off of capitalized
software and other intangibles related to the Windows NT WMS
product, the future value of which was impaired by the
restructuring actions.  Catalyst believes that all material
restructuring actions were completed by the end of 1999.

Catalyst believes that Catalyst WMS and CatPack (the "WMS
Products") benefit customers in three key areas: improved
customer service, operational efficiency, and capital
utilization.  Catalyst's newest release, WMS 8.0, is a web-based
solution which provides the speed, accuracy, and responsiveness
required for e-commerce and high-volume customers enabling them
to meet the high demands of Internet fulfillment.  The WMS
Products should improve customer service by reducing fulfillment
time and increasing fulfillment accuracy through the use of bar
code and radio frequency technology to ensure inventory accuracy
and to provide information and labor guidance in real time.  The
WMS Products should improve the operational efficiency of
warehouses by increasing labor productivity through efficient
employee scheduling and reduction of downtime and by
streamlining product flow to permit a more efficient turnaround
on customer orders.  The advanced features of the WMS Products
should improve capital utilization of the warehouse by lowering
inventory levels, increasing inventory turns and warehouse
efficiencies, and improving space utilization.

The following discussion contains forward-looking statements
that are subject to risks and uncertainties that could cause
actual results to differ materially from those anticipated by
such statements.  (These statements use words such as
 "anticipates," "believes," "estimates," "expects," or "future,"
or otherwise stated as the Company's predictions for the
future.)  These statements, as with any predictions of the
future, involve certain risk factors beyond the Company's

<PAGE>

control. The Company's actual results may differ materially from
the results discussed in the forward-looking statements, and any
such differences could have a material negative impact on the
Company's share price.  Factors that might cause such a
difference include, but are not limited to, a decrease in demand
for the Company's products, delays in the timely availability of
new features and releases of the Company's products, a too-rapid
increase in the Company's level of spending, actions taken by
competitors, technological changes, those herein identified,
those discussed in the Company's Registration Statement on Form
SB filed with the Securities and Exchange Commission (SEC), and
other factors identified from time to time as risks in the
Company's reports filed with the SEC.

STRATEGY

Catalyst's objective is to continue to be a leading provider of
warehouse management software solutions and services.  To
achieve this objective, Catalyst has adopted the following
strategies:

OFFER ADVANCED WAREHOUSE MANAGEMENT SOLUTIONS.  Catalyst intends
to continue to focus its resources on offering configurable,
standard solutions which capture best practice methodologies
used in warehouse operations.  Catalyst believes that it is well
positioned in the market because its standard solutions allow it
to leverage its software over a broad customer base and reduce
implementation time significantly relative to custom-developed
solutions.

EXPAND ON STRATEGIC ALLIANCES.  Catalyst intends to provide
expanded capabilities to warehouse operations through key
strategic alliances.  Catalyst entered into an alliance with SAP
AG, a leading supplier of enterprise software solutions in
September 1999.  Catalyst is now introduced as the preferred
solution for high volume, complex systems for SAP's 12,000 North
American customers.  Catalyst believes customers will benefit
from the complimentary expertise of the two companies and that
Catalyst is well positioned to extend its market presence.

<PAGE>

PROVIDE SUPERIOR SYSTEM IMPLEMENTATION.  Catalyst believes that
the efficiencies of its implementation processes allow it to
increase sales to prospective customers seeking standard,
configurable software solutions and to gain market share
relative to its competitors.  Catalyst plans to continue to
improve its differentiated implementation processes by further
refining the CIMPL and Rapid Deployment methodologies and CRP
process in order to address the needs of different sized
warehouses and distribution centers and shorten and simplify the
implementation process.

DEVELOP ADDITIONAL MARKETS.  Catalyst has customers in several
different industries, falling into six major vertical market
categories including retail, consumer goods, motor vehicle and
parts, Internet fulfillment, industrial technology, and process
goods.  Catalyst believes that the expertise it has developed in
each of these markets through its customer base provides it with
a significant competitive advantage in selling to prospective
customers where similar functionality is required.  Catalyst
will expand into the mid-tier market through its CatPack product
and continue its efforts to sell and deliver a "packaged"
warehouse solution that requires fewer modifications.

EXPAND WORLDWIDE DISTRIBUTION.  In 1994, Catalyst established an
office in London to sell, service, and support Catalyst WMS in
international markets.  Catalyst plans to continue to increase
its international business through an aggressive effort to
recruit and manage Value Added Resellers ("VARs") in selected
foreign markets.  These VARs work together with Catalyst's US
and UK offices in obtaining agreements for global, multi-site
installations with multi-national customers.  Catalyst has been
successful in establishing VARs in Brazil, France, India, Italy,
Saudi Arabia, and Thailand and is currently working on
developing similar relationships in other countries.  The
Catalyst WMS is currently available in English, French, Italian,
Portuguese, and Spanish.

LEVERAGE STANDARD TECHNOLOGY.  The WMS Products are designed to
operate in an open system environment enabling customers to use
various UNIX and NT operating systems, operate on multiple
hardware platforms and RDBMS, and inter-operate with many third-
party software applications, such as MRP II, ERP, and supply
chain planning systems.  Catalyst intends to continue to utilize
its industry, customer, and supplier relationships to keep
abreast of emerging standards, protocols, and applications
programming interfaces as such trends are introduced and gain
market acceptance.

PRODUCTS

The WMS Products are designed to manage an entire warehouse
operation and incorporate numerous warehouse strategies to
provide maximum operating efficiency.  Catalyst also leverages
its WMS Products with new releases and interim point releases
incorporating new features and functionality.  The WMS Products
interface with an organization's current material handling
equipment and transaction-based systems, such as electronic data
interchanges, bar code labeling, general ledger, MRP II, ERP,
and supply chain planning systems.  The WMS Products also
utilize radio frequency and bar code technology to provide real-
time control and validation of task completion to ensure
inventory accuracy.  The WMS Products direct employees and
material handling equipment and manage the inventory, space,
radio terminals, bar code scanners, and printers in the
warehouse for maximum efficiency.

The WMS Products are comprehensive applications that manage
receiving, putaway, outbound order processes, picking, and
general warehouse operations.  With each warehouse process, the
WMS Products provide a variety of tactical choices which can be
configured to a particular customer's requirements and which are
designed to maximize efficiency.

The information set forth on page 15 of the 1999 Annual Report
to Shareholders under the caption "Total Revenues" is
incorporated herein by reference and is filed herewith as
Exhibit 13.2.

SERVICES AND PCS

In addition to sales of the WMS Products, Catalyst offers
certain services and PCS agreements to its customers.  Services
provided by Catalyst include software modification and
configuration, project management, rapid prototyping, training,
and implementation support.  Customers are charged for services
based on a standard fee for each person-day.  PCS agreements are
typically sold to customers for a one-year term at the time they
initially license the WMS Products and are available for newly
installed software or for renewal on an on-going basis for an
existing installation.  PCS agreements allow the customer,
following installation of the WMS Products, to receive 24-hour
per day, 7-day per week assistance with the operation of the
software and to obtain on-line support.  PCS is a service that
may be purchased at the customer's option.

To support the consistent delivery of quality installations,
Catalyst developed a world-class customer service center called
the Supply Chain Execution Competency Center (SCE Competency
Center).  Opened in 1999, it will support both the SAP Logistics
Execution Solution (LES) and Catalyst WMS.  As the main customer
support center for implementations of SAP LES and Catalyst WMS,
the SCE Competency Center will provide customer training,
customer consulting, and product customization services.  Under
the Alliance, Catalyst deployed its world-class services
organization to implement and provide primary support for all
customer and TeamSAP(tm) partner requests, including a 24x7 hot
line, customization and on-site support for SAP LES in North
America.

As a provider of warehouse management software, Catalyst
recognizes the importance of offering quality service and
support to its customers.  Catalyst has several groups

<PAGE>

responsible for offering services and PCS to ensure customer
satisfaction; these groups include Professional Services,
Product Distribution, Customer Strategic Solutions, Customer
Education and Training, and Customer Support.

Professional Services offers the CIMPL and Rapid Deployment
processes which typically last four to eight months.
Implementations on no-modification jobs can be even faster.
Using the Rapid Deployment process, Catalyst successfully
installed its Catalyst WMS in less than eight weeks in a
customer's Internet fulfillment center.

As a principal SAP LES integrator, Professional Services will
utilize its focus on SAP LES and warehouse management to
participate in TeamSAP projects along with SAP and other SAP
implementation partners, increasing implementation success and
long-term serviceability for SAP LES.

Product Distribution is responsible for managing and installing
operating systems, hardware, networks, communication links, and
RDBMS.

Customer Strategic Solutions addresses meeting the post-
implementation needs of customers.  This includes the sale of
additional enhancements to subsequent WMS sites, reselling
hardware, providing consulting services, as well as providing
possible upgrades of Catalyst WMS.

Customer Education and Training provides education and training
on the use, administration, and configuration of the WMS
Products at the Company's headquarters.  Catalyst's approach
employs a mixture of "train the trainer" and "train the user".
Typically, customer employees (including representatives from
operations and information systems departments) participate in
the training.  Catalyst provides in-depth documentation,
structured training classes, and hands-on training with the WMS
Products.  Catalyst University offers a series of continuing
education courses for current customers, VARs, and other
partners.

Customer Support offers a fully staffed SCE Competency Center
24-hours per day, seven days per week, 365 days per year.
Through the SCE Competency Center, both SAP LES and Catalyst
customers benefit greatly from Catalyst's 20 years of experience
in implementing and supporting warehouse management operations.

CUSTOMERS

In the year ended December 31, 1999, Catalyst had one customer
which accounted for more than 10% of its total revenues.
However, Catalyst does not believe that the loss of any single
customer would have a material adverse effect upon its business,
results of operations, or financial condition.

Catalyst has historically relied on its six key vertical markets
for a substantial portion of its revenues.  Catalyst does not,
however, intend to focus solely on these markets for future
sales and does not anticipate that it will depend on any single
market for a substantial portion of its sales.

SALES AND MARKETING

Catalyst markets and sells its software and services in North
America and Europe through direct sales and channel partner
organizations.  Catalyst is currently exporting its products to
Australia, Brazil, Canada, France, Germany, Guatemala, Holland,
Italy, Mexico, Saudi Arabia, Spain, and the United Kingdom.  The
London office is responsible for the sales, support, and service
of the WMS Products in certain international markets.  In
Brazil, France, India, Italy, Saudi Arabia, and Thailand,
Catalyst utilizes the sales assistance of VARs that sell and
assist in implementation and support of the WMS Products.
Catalyst plans to continue strengthening its local presence
though its relationships with local offices of supply chain

<PAGE>

participants and enterprise software vendors and by developing
close relationships with local system integrators.

The information set forth on page 35 of the 1999 Annual Report
to Shareholders under the caption "9. Segment Disclosure and
Major Customers" is incorporated herein by reference and is
filed herewith as Exhibit 13.3.

To support its sales force, Catalyst conducts comprehensive
marketing programs which include direct mail, public relations,
advertising, seminars, trade shows, joint programs with vendors
and consultants, and ongoing customer communication programs.
The sales cycle begins with the generation of a sales lead or
the receipt of a request for proposal ("RFP") from a prospective
customer, which is typically followed by the qualification of
the lead or prospect, an analysis of the customer's needs,
response to the RFP (if solicited by the customer), one or more
presentations or product demonstrations, a visit to a similar or
representative warehouse running a WMS Product, contract
negotiation, and commitment.

Catalyst believes that, with over 20 years of experience in the
warehouse management software business, the Catalyst WMS is
product that is established, proven, and accepted in the
marketplace.  Catalyst anticipates CatPack will gain similar
stature in the mid-tier market.  Catalyst further believes that
the level of expertise found throughout its organization
includes some of the best in the industry in design,
development, and implementation support.  Catalyst has created a
team of employees, vendors, and consultants who are experts and
leaders in their respective fields, which allows Catalyst to
provide its customers with a strong resource of products and
knowledge.  This resource should help Catalyst's customers stay
competitive in their respective industries.

As of December 31, 1999, the sales and marketing organization
was based in Catalyst's headquarters in Milwaukee, Wisconsin, in
the London office, and in territory sales offices located
throughout the United States.

Proprietary Rights and Licenses

Catalyst relies on a combination of copyright, trademark and
trade secret laws, confidentiality procedures, license
agreements, and other contractual provisions to protect its
proprietary information.  Catalyst has no patents or patent
applications pending.  Catalyst believes that, because of the
rapid pace of technological change in the computer software
industry, trade secret and copyright protection are less
significant in affecting its business, results of operations, or
financial condition than factors such as the knowledge, ability,
and experience of its employees, frequent product enhancements,
and timeliness and quality of support services.  Catalyst
typically grants the right to use the WMS Products under a
perpetual license, which is generally non-transferable and
solely for the customer's internal operations at designated
sites.  Under the terms of Catalyst's license agreements,
Catalyst generally owns all modifications to its software that
are developed and implemented for a customer.

Catalyst is not aware that its WMS Products, trademarks, or
other proprietary rights infringe the property rights of third
parties.  As the number of software products in the industry
increases and the functionalities of these products further
overlap, Catalyst believes that software developers may become
increasingly subject to infringement claims.  Any such
infringement claims, with or without merit, could be time
consuming and result in costly litigation or damages.

Product Development

Catalyst seeks to offer an extensive, integrated product that
provides complete warehouse management functionality to
warehouses worldwide.  To effect this strategy, Catalyst intends

<PAGE>

to continue to introduce new products and upgrade the
functionality of existing products.  Through its development and
support personnel, Catalyst works closely with its customers and
prospective customers to determine their requirements and to
design enhancements and new products to meet their needs.  All
of Catalyst's product development is performed by its employees
or by contract personnel under Catalyst's control.  Product
development costs were $7.6 million in 1999, $3.4 million in
1998, and $2.7 million in 1997.

Competition

The warehouse management software industry continues to be
highly fragmented with a number of competitors.  Catalyst's
competitors, including publicly and privately held companies,
focus either on warehouse management software or offer a
manufacturing software solution of which warehouse management is
a part.  The competitive factors affecting the market for
Catalyst's software and services include:  corporate and product
reputation, features and functionality, vertical market
expertise, customer configurability, effective and timely
implementation, availability of products on open computer
platforms, ability to interface with existing equipment and
systems, ability to support radio frequency and bar code
technology, quality of support services, real-time capabilities,
RDBMS technology, scalability, international capabilities,
documentation and training, product quality, performance, and
price.  Catalyst believes that it competes effectively with
respect to these factors, but there can be no assurance that it
will continue to do so.

Employees

As of December 31, 1999, Catalyst had 294 full-time employees
worldwide, none of whom were represented by any collective
bargaining organization.  Catalyst has never experienced a work
stoppage and considers relations with its employees to be good.

Item 2.  Properties

Catalyst leases approximately 62,000 square feet of office space
which it uses as its corporate headquarters in Milwaukee,
Wisconsin.  The term of the lease expires in January 2006, but
Catalyst has the option to extend such term for an additional
ten-year period.  Catalyst leases approximately 6,000 square
feet of office space in London, England, pursuant to a lease
which expires in 2003.  Catalyst believes that its existing
facilities should be adequate for its needs through 2000.

Item 3.  Legal Proceedings

On October 8, 1999, a former customer (the "Claimant")
instituted arbitration proceedings against Catalyst with the
American Arbitration Association in Milwaukee, Wisconsin.  The
Claimant attempts to revoke its 1998 acceptance of Catalyst's
software product and alleges that Catalyst breached its warranty
obligations under its agreement with Catalyst.  Claimant seeks
relief in the form of monetary damages in an amount not less
than $1,944,887.  Catalyst believes that the allegations of the
Claimant are without merit and intends to vigorously defend
against them.

The potential outcome for this legal proceeding cannot be
determined at this time and accordingly, no estimate for such
potential settlement and arbitration costs have been included in
the accompanying financial statements.

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

No matters were submitted to a vote of security holders during
the fourth quarter of 1999.

<PAGE>

PART II

Item 5.  Market For Registrant's Common Equity and Related
         Security Holder Matters

The Nasdaq Stock Market (Nasdaq) is a highly regulated
electronic securities market utilizing a sophisticated computer
and telecommunications network.  Market participants are
comprised of competing market makers, independent dealers who
commit capital to stocks and compete with each other for orders,
and Electronic Communications Networks (ECNs), trading systems
recently integrated into Nasdaq which bring additional orders
into the market.  This market structure provides visibility of
orders and allows market participants to compete for order flow.
Trading is supported by a communications network linking the
market participants to quotations dissemination, trade
reporting, and order execution systems.  This market also
provides specialized automation services for screen-based
negotiations of transactions, online comparison of transactions,
and a range of information services tailored to the needs of the
securities industry, investors, and issuers.

The Nasdaq Stock Market consists of two distinct market tiers:
the Nasdaq National Market and The Nasdaq SmallCap Market.  The
Nasdaq Stock Market is operated by The Nasdaq Stock Market,
Inc., a subsidiary of The Nasdaq-Amex Market Group, Inc.  The
Nasdaq-Amex Market Group, Inc. is a subsidiary of the National
Association of Securities Dealers, Inc.

Catalyst's common stock is listed on the Nasdaq Stock Market
under the symbol CLYS.

As of March 6, 2000, there were 7,954,700 shares of Catalyst's
common stock outstanding held by 156 shareholders of record and
approximately 1000 beneficial owners.

The following table represents the high and low price
information for Catalyst's common stock for each quarterly
period within the two most recent fiscal years.

<TABLE>

                                          1999                    1998
                                    High         Low        High        Low
-----------------------------------------------------------------------------
   <S>                            <C>         <C>         <C>        <C>
   Quarters ended March 31,       $18.875     $ 9.938     $ 7.500    $ 3.750
   Quarters ended June 30,         21.000      10.000      14.938      6.250
   Quarters ended September 30,    21.625      10.250      15.375      4.500
   Quarters ended December 31,     15.500       7.250      13.938      5.000
-----------------------------------------------------------------------------

</TABLE>

Prices listed above are determined by the over-the-counter
market and as such, over-the-counter market quotations reflect
inter-dealer prices, without retail mark-up or commission, and
may not necessarily represent actual transactions.

Source:  The Nasdaq Stock Market.

Catalyst has never paid cash dividends on its common stock.
Catalyst's policy has been to retain cash from operations to
provide funds for the operation and expansion of its business.
Accordingly, Catalyst does not anticipate paying cash dividends
in the foreseeable future.

Item 6.  Selected Financial Data

The selected financial data set forth on page 13 of the 1999
Annual Report to Shareholders is incorporated herein by
reference and is filed herewith as Exhibit 13.1.

<PAGE>

Item 7.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations

The information set forth on pages 14 through 21 of the 1999
Annual Report to Shareholders are incorporated herein by
reference and are filed herewith as Exhibit 13.2.

Item 7A. Quantitative and Qualitative Disclosures about Market
         Risk

Catalyst does not believe it has material exposure to market
risk with respect to any of its investments; Catalyst does not
utilize market rate sensitive instruments for trading or other
purposes.  The information set forth on page 28 of the 1999
Annual Report to Shareholders under the caption "Cash and Cash
Equivalents" is incorporated herein by reference and is filed
herewith as Exhibit 13.3.

Item 8.  Financial Statements and Supplementary Data

The financial statement set forth under the caption "Quarterly
Results" on page 21 of the Annual Report to Shareholders is
incorporated herein by reference and is filed herewith as
Exhibit 13.2.

The following financial statements for Catalyst and the
independent auditors' report set forth on pages 22 through 35 of
the 1999 Annual Report to Shareholders are incorporated herein
by reference and is filed herewith as Exhibit 13.3.

 - Report of Ernst & Young LLP, Independent Auditors
 - Consolidated Statements of Operations for the years ended
   December 31, 1999, 1998, and 1997
 - Consolidated Balance Sheets at December 31, 1999 and 1998
 - Consolidated Statements of Shareholders' Equity for the years
   ended December 31, 1999, 1998, and 1997
 - Consolidated Statements of Cash Flows for the years ended
   December 31, 1999, 1998, and 1997
 - Notes to Consolidated Financial Statements

Item 9.  Changes In and Disagreements With Accountants on
         Accounting and Financial Disclosure

Catalyst had no changes in and disagreements with its
accountants on accounting and financial disclosure in 1999.


PART III

Item 10. Directors and Executive Officers of the Registrant

Catalyst incorporates by reference herein the information
contained in the Proxy Statement for the 2000 Annual Meeting of
Shareholders under the captions "Election of Directors" on page
2 and "Executive Officers" on page 5.

Item 11. Executive Compensation

Catalyst incorporates by reference herein the information
contained under the caption "Executive Compensation" on pages
7 through 11 of the Proxy Statement for the 2000 Annual Meeting
of Shareholders.

<PAGE>

Item 12. Security Ownership of Certain Beneficial Owners and
         Management

Catalyst incorporates by reference herein the information
contained under the caption "Security Ownership of Certain
Beneficial Owners" on pages 4 and 5 of the Proxy Statement
for the 2000 Annual Meeting of Shareholders.

Item 13. Certain Relationships and Related Transactions

  None.


PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on
         Form 8-K

(a)  Financial Statements and Schedules

The consolidated financial statements as set forth under Item 8
of this report on Form 10-K and the Exhibit Listing as set forth
under Item 14(c) of this report on Form 10-K are incorporated
herein by reference.

The following consolidated financial statement schedule of
Catalyst International, Inc. is included in Item 14(d):  II.
Valuation and Qualifying Accounts.

All other financial statement schedules have been omitted since
the required information is not present or is not present in
amounts sufficient to require submission of the schedule, or
because the information required is included in the consolidated
financial statements or the notes thereto.

(b)  Reports on Form 8-K

No reports on Form 8-K were filed during the fourth quarter of
1999.

(c)  Exhibit Listing

 Number 	Description
   3.1  Amended and Restated Certificate of Incorporation (1)
   3.2  Amended and Restated By-Laws (1)
  10.1  1993 Stock Option Plan, as amended, of Catalyst USA,
        Inc.* (1)
  10.2  1997 Director Stock Option Plan of Catalyst
        International, Inc.* (2)
  13.1  Selected Financial Data incorporated by reference to
        Page 13 of the 1999 Annual Report to Shareholders
  13.2  Management's Discussion and Analysis incorporated by
        reference to Pages 14 through 21 of the 1999 Annual
        Report to Shareholders
  13.3  Independent Auditors Report and Financial Statements
        incorporated by reference to Pages 22 through 35 of the
        1999 Annual Report to Shareholders
  21    Subsidiaries of the Registrant
  23    Consent of Independent Auditors
  27    Financial Data Schedule
----------
* Represents a compensation plan.

<PAGE>

(1) Incorporated by reference to Registration Statement 33-
    97522C on Form SB-2.
(2) Incorporated by reference to Exhibit 4.1 of Registration
    Statement 33-97522C on Form S-8 dated September 26, 1997.

Pursuant to the requirements of Rule 14a-3(b)(10) of the
Securities Act of 1934, as amended, Catalyst will, upon request
and upon payment of a reasonable fee not to exceed the rate at
which such copies are available from the Securities and Exchange
Commission, furnish copies to its shareholders of any Exhibits
in the Exhibit Listing.

(d)  Financial Statement Schedule

<TABLE>
<CAPTION>

                 Valuation and Qualifying Accounts
                         (in thousands)

                                                                      Balance
                        Balance at  Charged to  Charged                 at
                        beginning   costs and   to other  Deductions  end of
Description             of period    expense    accounts  (additions) period
-----------------------------------------------------------------------------
<S>                        <C>        <C>          <C>        <C>      <C>
Year ended December
31, 1999
Allowance for
doubtful accounts          $  534     2,013           -       1,291    $1,256

Year ended December
31, 1998
Allowance for
doubtful accounts          $  339       296           -         101    $  534

Year ended December
31, 1997
Allowance for
doubtful accounts          $  279       142           -          82    $  339

</TABLE>


<PAGE>

                            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, in the City of Milwaukee, State of
Wisconsin, on March 30, 2000.

Catalyst International, Inc.

By: /s/ Sean P. McGowan
    ---------------------------------
Sean P. McGowan
President and Chief Executive Officer
(Principal Executive Officer)

By: /s/ Timothy Sherlock
   ---------------------------------
Timothy Sherlock
Vice President Finance and Chief Financial Officer
(Principal Financial 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 indicated on
March 30, 2000.

/s/ Douglas B. Coder
---------------------------------
Douglas B. Coder
Chairman of the Board

/s/ Sean P. McGowan
---------------------------------
Sean P. McGowan
President, Chief Executive Officer

/s/ Roy J. Carver, Jr.
---------------------------------
Roy J. Carver, Jr.
Director

/s/ James F. Goughenour
---------------------------------
James F. Goughenour
Director

/s/ Terrence L. Mealy
---------------------------------
Terrence L. Mealy
Director

/s/ Elizabeth J. Reeves
---------------------------------
Elizabeth J. Reeves
Director



<PAGE>