SECURITIES AND EXCHANGE COMMISSION


                             Washington, D. C.  20549


                                    __________



                                    FORM 10-Q

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


                   For the quarterly period ended June 29, 1997

                                       OR

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


                     Commission file number 1-7760/0-20290


                           Computervision Corporation
              (Exact name of registrant as specified in its charter)



       Delaware                                     04-2491912
(State or other jurisdiction of                    (I.R.S. employer
incorporation or organization)                      identification no.)

100 Crosby Drive, Bedford, Massachusetts 01730
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (617) 275-1800

(Former name, former address and former fiscal year, if changed since last 
report.)

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 twelve months (or such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
the filing requirements for the past 90 days.
Yes       X             No      

At August 11, 1997 the registrant had outstanding an aggregate of 63,703,532 
shares of its Common Stock, $.01 par value.

                                      1

<PAGE>

                         Computervision Corporation

                                    INDEX

PART I.  FINANCIAL INFORMATION                                       Page


Consolidated Balance Sheets at December 31, 1996 and
June 29, 1997 (Unaudited)                                            3

Consolidated Statements of Operations (Unaudited) for the Three
and Six Months Ended June 30, 1996 and June 29, 1997                 4

Consolidated Statements of Cash Flows (Unaudited) for the Six
Months Ended June 30, 1996 and June 29, 1997                         5

Notes to Consolidated Financial Statements (Unaudited)               6-8

Management's Discussion and Analysis of Financial Condition and
Results of Operations                                                9-12

PART II.  OTHER INFORMATION                                          13

Signatures                                                           14

EXHIBIT INDEX                                                        15


                                      2

<PAGE>
<TABLE>
<CAPTION>

                         COMPUTERVISION CORPORATION
                         CONSOLIDATED BALANCE SHEETS
                      (IN THOUSANDS, EXCEPT SHARE DATA)


                                                                (Unaudited)
                                                 December 31,     June 29,
ASSETS                                               1996           1997
<S>                                                  <C>             <C>
CURRENT ASSETS
  Cash and cash equivalents                         $38,565        $17,052
  Accounts receivable, less allowance for
    doubtful accounts of $2,929 and $2,836,
    respectively                                    102,509         80,203
  Current deferred income taxes                       7,448          7,184
  Prepaid expenses and other current assets          16,019         15,756
                                                   --------       --------
    TOTAL CURRENT ASSETS                            164,541        120,195

PROPERTY AND EQUIPMENT, NET                          31,055         19,752
DEFERRED INCOME TAX ASSETS                            4,113          3,692
CAPITALIZED SOFTWARE                                  1,276          3,746
DEFERRED FINANCE COSTS                                3,734          2,930
OTHER ASSETS                                          3,626          3,566
                                                   --------       --------
                                                   $208,345       $153,881
                                                   ========       ========

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
  Accounts payable                                  $19,776        $28,743
  Notes payable and current portion of long-term
    debt                                              9,888         17,203
  Accrued compensation, severance and related
    costs                                            57,482         63,972
  Deferred revenue and customer advances             40,503         50,502
  Accrued and deferred income taxes                  15,019         13,587
  Other current liabilities and accrued expenses     81,822         81,881
                                                   --------       --------
      TOTAL CURRENT LIABILITIES                     224,490        255,888

DEFERRED INCOME TAXES                                30,174         30,052
LONG-TERM DEBT, LESS CURRENT PORTION                217,346        217,379
OTHER LONG-TERM LIABILITIES                          53,110         62,158
STOCKHOLDERS' DEFICIT
  Preferred stock, $0.01 par value; 5,000,000
    shares authorized; none issued and outstanding
  Common stock, $0.01 par value; 100,000,000
    shares authorized; 63,509,999 and 63,573,899
    shares, respectively, issued and outstanding        635            636
  Capital in excess of par value                  1,186,109      1,186,507
  Retained deficit                               (1,511,148)    (1,604,860)
  Cumulative translation adjustment                   7,629          6,121
                                                   --------       --------
       TOTAL STOCKHOLDERS' DEFICIT                 (316,775)      (411,596)
                                                   --------       --------
                                                   $208,345       $153,881
                                                   ========       ========
</TABLE>

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


                                      3


<PAGE>
<TABLE>
<CAPTION>
                         COMPUTERVISION CORPORATION
               CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)


                                        Three Months Ended   Six Months Ended
                                         June 30, June 29,   June 30, June 29,
                                           1996     1997       1996     1997
<S>                                        <C>      <C>         <C>     <C>
SOFTWARE REVENUE
    Product                               $43,851  $26,640    $83,890  $43,249 
    Services                               27,759   24,948     56,437   49,700
                                          -------  -------    -------  ------- 
       Total Software Revenue              71,610   51,588    140,327   92,949
OTHER SERVICES REVENUE                     47,347   36,887     91,865   73,335
                                          -------  -------    -------  -------
       Total Revenue                      118,957   88,475    232,192  166,284
COST OF SALES
    Software
       Product                              3,773    4,056      7,736    6,133
       Services                            15,630   16,276     32,084   33,065
    Other services                         35,348   32,020     67,638   65,514
                                          -------  -------    -------  ------- 
       Total Cost of Sales                 54,751   52,352    107,458  104,712
                                          -------  -------    -------  -------
GROSS PROFIT                               64,206   36,123    124,734   61,572
SELLING AND ADMINISTRATIVE EXPENSE
    Software                               28,383   27,800     55,435   56,386
    Other Services                          6,115    4,861     12,008   10,443
RESEARCH, DEVELOPMENT AND
   ENGINEERING EXPENSE
    Software                               10,066    9,594     20,390   19,897
    Other Services                            175      138        350      269
NON-RECURRING CHARGES
    Software                                    0   45,000          0   45,000
    Other Services                              0        0          0    7,000
                                          -------  -------    -------  -------
OPERATING INCOME (LOSS)
    Software                               13,758  (51,138)    24,682  (67,532)
    Other Services                          5,709     (132)    11,869   (9,891)
                                          -------  -------    -------  -------
       Total Operating Income (Loss)       19,467  (51,270)    36,551  (77,423)
INTEREST AND OTHER EXPENSE, NET             7,361    8,498     15,166   16,289
                                          -------  -------    -------  -------
INCOME (LOSS) BEFORE INCOME TAXES          12,106  (59,768)    21,385  (93,712)
PROVISION FOR INCOME TAXES                  1,453        0      2,564        0
                                          -------  -------    -------  -------
NET INCOME (LOSS)                         $10,653 ($59,768)   $18,821 ($93,712)
                                          =======  =======    =======  =======

EARNINGS (LOSS) PER SHARE                   $0.16   ($0.94)     $0.29   ($1.47)
                                          =======  =======    =======  =======

WEIGHTED AVERAGE SHARES OUTSTANDING        64,923   63,573     64,933   63,570
                                          =======  =======    =======  =======
</TABLE>


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


                                      4

<PAGE>
<TABLE>
<CAPTION>

                         COMPUTERVISION CORPORATION
              CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                              (IN THOUSANDS)


                                                      Six Months Ended
                                                   June 30,       June 29,
CASH FLOWS FROM (USED FOR) OPERATIONS                1996           1997
<S>                                                   <C>            <C>
  Net Income (Loss)                                 $18,821       ($93,712)
  Add items not requiring cash:
      Depreciation of property and equipment         10,562          8,122
      Amortization of intangibles                     1,134            179
      Amortization of finance costs and debt
        discounts                                     1,455          1,455
      Provision for doubtful accounts                  (121)           (16)
      Non-cash portion of non-recurring charge            0          6,634
  Changes in assets and liabilities:
      Accounts receivable                            (9,438)        16,733
      Prepaid expenses and other                     (2,339)          (879)
      Accounts payable, accrued expenses and
        income taxes                                (31,230)        40,668
                                                    -------        -------  
          Cash flows used for continuing operations (11,156)       (20,816)
                                                    -------        ------- 
INVESTING ACTIVITIES
  Expenditures for property and equipment            (6,237)        (4,643)
  (Increase) decrease in other assets                    68           (194)
  Acquisition                                             0         (1,600)
                                                    -------        -------
    Total cash flows used for investments            (6,169)        (6,437)
                                                    -------        -------

FINANCING ACTIVITIES
  Increase in notes payable                             466          7,230
  Payments on long-term borrowings                   (1,342)          (533)
  Issuance of common stock under Employee Stock
    Purchase Plan                                       308            173
  Issuance of common stock under Stock Option Plan    2,065            226
                                                    -------        -------
    Total cash flows from financing activities        1,497          7,096
                                                    -------        -------
  Foreign exchange impact on cash                    (1,860)        (1,356)
                                                    -------        -------
  Net decrease in cash and cash equivalents         (17,688)       (21,513)
  Cash and cash equivalents at beginning of period   50,979         38,565
                                                    -------        -------
  Cash and cash equivalents at end of period        $33,291        $17,052
                                                    =======        =======

  Supplementary data requirements:
    Cash interest paid                              $14,331        $13,574
    Cash taxes paid                                    $297         $1,065

</TABLE>

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


                                      5

<PAGE>

The accompanying unaudited financial statements have been prepared by the 
Company pursuant to the rules and regulations of the Securities and Exchange 
Commission, and reflect all adjustments (all of which are of a normal 
recurring nature) which, in the opinion of management, are necessary for a 
fair statement of the results of the interim periods presented. The unaudited 
results of operations for the quarter and six months ended June 29, 1997 are 
not necessarily an indication of the results of operations for the full year. 
These financial statements do not include all disclosures associated with 
annual financial statements and, accordingly, should be read in conjunction 
with the financial statements and footnotes for the year ended December 31, 
1996 included in the Company's Form 10-K where certain terms have been 
defined.  All amounts are in thousands, except per share data.

<TABLE>
<CAPTION>

(1) Notes Payable and Long-Term Debt

                                                 December 31,      June 29,
                                                     1996            1997
<S>                                                   <C>            <C>
Notes Payable:
  Notes Payable to Banks                             $3,277         $3,841
  Revolving Credit Arrangement                            -          6,666
                                                   --------       --------
    Total Notes Payable                              $3,277        $10,507

Long-Term Debt:
  8% Convertible Subordinated Debentures, due 2009,
    net of unamortized discount of $17,456 and
    $16,836, and current portion of $5,500 and
    $5,500, respectively                             31,154         31,774
  11 3/8% Senior Subordinated Notes, due 1999       175,000        175,000
  Other Long-Term Debt, less current portion of
    $1,111 and $1,196                                11,192         10,605
                                                   --------       -------- 
    Total Long-Term Debt, less current portion     $217,346       $217,379
                                                   ========       ========
</TABLE>

Notes Payable to Banks

Notes payable to banks consist of borrowings by the Company's international 
subsidiaries under certain of the Company's lines of credit.  Borrowings 
under such lines bear interest at prevailing or negotiated rates.

Revolving Credit Arrangement

In 1995, the Company entered into a three-year, $50,000 credit facility (the 
"Revolving Credit Facility") with its lending banks. The Revolving Credit 
Facility provided for a revolving line of credit of $50,000 for working 
capital and for sinking fund payments on the Company's 8% Convertible 
Subordinated Debentures (unpaid principal balance of $54,110 at December 31, 
1996), of which $20,000 is available for letters of credit. Due to a 
financial covenant violation which occurred in the first quarter of 1997, the 
Company amended and restated the Revolving Credit Facility on May 22, 1997, 
to reset the financial covenants to conform with the Company's revised 
business plan for 1997 and to implement a borrowing base limitation.  Under 
the amended facility, the Company could borrow funds secured by the accounts 
receivable of the Company, Computervision Pty. Limited (Australia), 
Computervision SA (France), Computervision GmbH (Germany) and Computervision 
Limited (U.K.).  Pursuant to the terms of the Revolving Credit Facility, the 
Company has granted the lenders a security interest in all of the Company's 
U.S. assets.  Letters of credit outstanding at June 29, 1997 were $3,595 and 
borrowings outstanding were $6,666.  Borrowings under the amended Revolving 
Credit Facility bear interest at LIBOR plus 2.5% for borrowings of $25,000 or 
less and LIBOR plus 3% for borrowings greater than $25,000.  On June 29, 
1997, the rates ranged from 8.19% to 10.0%. 

As a result of the shortfall in revenue and the non-recurring charge of 
$45,000 in the quarter ended June 29, 1997, the Company was unable to satisfy 
certain of the financial covenants, as amended, under the Revolving Credit 
Facility.  The default has not been waived by the lending banks, and the 
Company is seeking to enter into new credit arrangements with other lenders 
to meet the needs of its restructured software business.  Subsequent to 
quarter end, the Company repaid all of

                                      6

<PAGE>

the outstanding borrowings under the Revolving Credit Facility, including
cash collateralizing the letters of credit (see Note 7 "Subsequent Event").
The Company is no longer able to borrow under this facility.  The Company
has signed a commitment letter with an affiliate of M.D. Sass Investors
Services, Inc., a major shareholder of the Company, for a bridge term loan
of up to $10,000, subject to satisfactory completion of due diligence and
documentation. The bridge term loan matures on the earlier of 180 days or
the establishment of a replacement credit arrangement.  The Company, however,
can give no assurance that it will be successful in closing the bridge term
loan or in effecting such replacement credit arrangement.

Interest and Other Expense, net

Interest and Other Expense, net for the periods ended June 30, 1996 and June 
29, 1997 consists of the following:

<TABLE>
<CAPTION>
                                       Three Months Ended  Six Months Ended
                                       June 30,  June 29,  June 30, June 29,
                                         1996     1997       1996     1997
<S>                                       <C>      <C>       <C>      <C>
Interest income                          $(262)   $(274)    $(801)   $(659)
Interest expense                         8,036    7,953    16,025   15,966
Other expense, net                        (413)     819       (58)     982
                                        ------   ------    ------   ------
  Interest and other expense, net       $7,361   $8,498   $15,166  $16,289
                                        ======   ======    ======   ====== 
</TABLE>

(2) Non-recurring Charge

The results for the second quarter of 1997 include a non-recurring charge of 
$45,000, related primarily to the restructuring of the software business in 
order to reduce the costs in the business and improve operating results in 
future periods.  Of the $45,000 non-recurring charge, $38,000 represents the 
cash portion and consists of primarily personnel reductions of approximately 
300 positions and the closing of facilities.  During the second quarter of 
1997, the Company paid out approximately $580 related to personnel reductions 
and facility closings.

The results for the first quarter of 1997 include a non-recurring charge of 
$7,000 related primarily to the reorganization of the OSS business as a stand 
alone business unit (approximately $4,360 related to personnel reductions of 
approximately 60 positions in OSS and the closing of facilities), as well as 
expenses incurred in connection with the terminated agreement to sell the OSS 
business to J.F. Lehman.  During the second quarter and first six months of 
1997, the Company paid out approximately $800 and $1,644, respectively, 
related to personnel reductions and facility closings.

Of the $11,000 of restructuring costs included in the non-recurring charge of 
$14,500 recorded in the fourth quarter of 1996, the Company paid out 
approximately $3,000  and $4,600, respectively, during the second quarter and 
first six months of 1997. 

(3) Litigation

The Company is currently involved in lawsuits which could have an adverse 
impact upon the Company's short-term liquidity and results of operations if 
unfavorable judgments are rendered against the Company.  On July 23, 1997, 
the Company reached an agreement for settlement of the class action lawsuit 
commenced in March 1991 against the Company and certain individual defendants 
by Joseph and Josephine Dieter.  As its contribution to the settlement fund, 
the Company has agreed to issue 2,712 shares of its common stock valued at $4 
per share.  The agreement provides for a reduction in the number of shares to 
be distributed in the event the average price exceeds $6 during the 
predistribution period.  The settlement agreement also provides for an 
increase in the number of shares to be distributed to the plaintiffs in the 
event that the average price of the Company's common stock is less than $4 
during the period prior to the distribution of the shares to the plaintiffs.  
The settlement is subject to the approval of the Delaware Chancery Court.  
Distribution of the shares will be made after Court approval of the 
settlement and expiration of the applicable appeal period, assuming no appeal 
is made.  The Company had previously provided for the settlement; therefore, 
the settlement will have no impact on the Company's results of operations.

                                      7

<PAGE>

Other than as described above, there have been no significant changes to the 
Company's outstanding litigation since the filing of the Company's Form 10-K 
for the twelve months ended December 31, 1996.

(4) Related Party Transaction

The Company recognized $11,200 of software product revenue from Peugeot SA 
during the quarter ended March 31, 1996. A member of senior management of 
Peugeot SA is also a director of the Company.

(5) Earnings Per Share

Fully diluted earnings per share for the three months ended June 29, 1997 
would have been the same as primary earnings per share and, therefore, have 
not been presented separately.

During 1997, the Financial Accounting Standards Board (FASB) issued Statement 
of Financial Accounting Standards No. 128 (SFAS 128), "Earnings per Share," 
which specifies a new computation for earnings per share.  SFAS 128 is 
effective for periods ending after December 15, 1997.  Had SFAS 128 been 
adopted as of January 1, 1996, there would have been no effect on the 
Company's reported earnings per share for the quarters and six month periods 
ended June 29, 1997 and June 30, 1996.

(6) Reclassifications

Certain prior year balances in the financial statements have been 
reclassified to conform to the current year financial statement presentation.

(7) Subsequent Event

On July 18, 1997, the Company completed the sale of its Open Service 
Solutions business unit to CVSI. Inc. ("CVSI").  As a result of this 
transaction, the Company received $32,600 in cash, of which $7,600 was paid 
by M.D. Sass Investors Services, Inc. ("Buyer"), which owns 17% of the 
Company's outstanding common stock, for 76% of CVSI's Class A voting stock.  
The remaining $25,000 was paid to the Company by CVSI, and, in addition, the 
Company received a subordinated note from CVSI in the principal amount of 
$10,000.  The Company will retain 24% of CVSI's Class A voting common stock 
(to which it has currently assigned a nominal value) and 100% of its Class B 
non-voting stock.  The Buyer has been provided incentive options to purchase 
the remaining 24% Class A common stock held by the Company should it retire 
within the first year the $10,000 subordinated note as well as purchase all 
of the Class B non-voting stock for $15,000.  In addition, the Company has 
agreed that if CVSI does not achieve certain specified levels of product 
revenues and operating margins from Computervision-initiated referrals, CVSI 
will have the option to purchase, at a nominal price, some or all of the 
remaining Class  A stock held by the Company.  In no instance can CVSI raise 
additional funds without first applying the proceeds to retire the $10,000 
subordinated note and purchase Class B stock for $15,000.  The Company used 
approximately $14,000 of  the cash proceeds to pay outstanding borrowings 
under the Revolving Credit Facility.  The remaining cash proceeds will be 
used for transaction costs and other working capital needs.  After 
transaction costs, the Company does not expect to realize a material gain as 
a result of the sale transaction.

                                      8

<PAGE>

Management's Discussion and Analysis of Financial Condition and Results of 
Operations  (In Thousands, Except Per Share Data) 

This Management's Discussion and Analysis of Financial Condition and Results 
of Operations should be read in conjunction with the financial statements and 
footnotes contained in the Company's Form 10-Q for the three months ended 
June 29, 1997 and the Form 10-K, including the Factors That May Affect Future 
Results section of Management's Discussion and Analysis of Financial 
Condition and Results of Operations, for the year ended December 31, 1996, 
filed with the Securities and Exchange Commission.

Software Revenue and Gross Margins

Total software revenue for the second quarter of 1997 decreased $20,022 or 
28%, as product revenue decreased $17,211 or 39% and service revenue 
decreased $2,811 or 10% from the corresponding period in 1996.  For the six 
month period ended June 29, 1997, total software revenue decreased $47,378 or 
34%, as product revenue decreased $40,641 or 48% and service revenue 
decreased $6,737 or 12%.  Total software revenue for the second quarter and 
first six months of 1997 included unfavorable foreign exchange impacts of 
$1,295 and $1,945, respectively, attributable to product revenue, and $1,190 
and $2,390, respectively, attributable to service revenue.

The decrease in software product revenue for both the second quarter and first
six months of 1997 was attributable in large part to the Company's failure to
consummate several large EPD contracts.  In the comparable six months in 1996,
the Company's software product revenue included $11,200 related to a contract
with Peugeot SA, including Automobiles Peugeot and Citroen.  Revenue from the
Company's product data management software products decreased $5,100 and
$9,000, or 50% and 49%, respectively, for the three and six month periods
ended June 29, 1997.  Revenue from CADDS software products decreased $12,800
and $26,700 or 44% and 51%, respectively, for the same periods.  In addition,
revenue from several older mechanical CAD software products continued to
decline year over year, as planned. 

The decrease in software service revenue for the three and six month periods 
ended June 29, 1997 was due to an unfavorable foreign exchange impact and a 
decrease in maintenance revenue, offset in part by increased training and 
consulting revenue. The maintenance revenue decrease reflected primarily the 
impact of lower pricing on new products and upgrades within the existing 
customer base, as well as the impact of the shortfall in product revenue 
during the first quarter of 1997.  The shortfall in product revenue during 
the first six months of 1997 will continue to have an adverse effect on 
maintenance revenue in future quarters.

Software product margins for the second quarter and first six months of 1997 
were 84.8% and 85.8%, respectively, compared to 91.4% and 90.8%, 
respectively, for the corresponding periods in 1996.  The decrease in 
software product margins primarily resulted from unabsorbed fixed costs due 
to lower revenue, increased sales of third party software, and increased 
royalties for software licensed from third parties.  Software service margins 
for the second quarter and first six months of 1997 were 35% and 33%, 
respectively, compared to 44% and 43%, respectively,  for the corresponding 
periods in 1996.  The decline in software service margin in 1997 primarily 
resulted from decreased maintenance margins, due to decreased maintenance 
revenue, offset in part by increased training and consulting margins.

Other Revenue and Gross Margins

Other services revenue (representing the OSS business unit) for the second 
quarter and first six months of 1997 decreased $10,460 and $18,530 or 22% and 
20%, respectively, from the corresponding periods in 1996 and included 
unfavorable period over period foreign exchange impacts of $1,700 and $2,800, 
respectively.  The decrease in other services revenue was primarily due to 
the expected continuing reduction in hardware services, which declined $8,300 
and $17,000 or 25% and 25%, respectively. 

Other services margins for the second quarter and first six months of 1997 
were 13% and 11%, respectively, compared to 25% and 26%, respectively, for 
the corresponding periods in 1996.  The decrease in margins was attributable 
to several factors, including unabsorbed fixed costs as a result of a 
declining service base and increased system integration and networking 
services which contribute a lower margin.  

On July 18, 1997, the Company completed the sale of the OSS business unit to 
CVSI, Inc.  (See Note 7 "Subsequent Event" of the Notes to the Consolidated 
Financial Statements.) 

                                      9

<PAGE>

Selling and Administrative Expense

Total selling and administrative expense for the second quarter and first six 
months of 1997 decreased $1,837 and $614, or 5% and 1%, respectively, from 
the corresponding periods in 1996.  The decreases were primarily due to 
favorable foreign exchange impacts of $1,144 and $2,044, respectively, and 
the cost benefits associated with the recent restructurings, offset by 
decreased commissions received for third party hardware referrals.

Research, Development and Engineering Expense

Total research, development and engineering expense for the second quarter 
and first six months of 1997 decreased $509 and $574 or 5% and 3%, 
respectively, from the corresponding periods in 1996.  The decreases resulted 
primarily from the cost benefits associated with the recent restructurings. 

Non-recurring Charge

The results for the second quarter of 1997 include a non-recurring charge of 
$45,000, related primarily to the restructuring of the software business in 
order to reduce the costs in the business and improve operating results in 
future periods.  Of the $45,000 non-recurring charge, $38,000 represents the 
cash portion and consists of primarily personnel reductions of approximately 
300 positions and the closing of facilities.  During the second quarter of 
1997, the Company paid out approximately $580 related to personnel reductions 
and facility closings.

The results for the first quarter of 1997 include a non-recurring charge of 
$7,000 related primarily to the reorganization of the OSS business as a stand 
alone business unit (approximately $4,360 related to personnel reductions of 
approximately 60 positions in OSS and the closing of facilities), as well as 
expenses incurred in connection with the terminated agreement to sell the OSS 
business to J.F. Lehman.  During the second quarter and first six months of 
1997, the Company paid out approximately $800 and $1,644, respectively, 
related to personnel reductions and facility closings.

Of the $11,000 of restructuring costs included in the non-recurring charge of 
$14,500 recorded in the fourth quarter of 1996, the Company paid out 
approximately $3,000  and $4,600, respectively, during the second quarter and 
first six months of 1997. 

Interest and Other

Interest expense for the second quarter and first six months of 1997 was 
relatively flat with the corresponding periods in 1996, as there were no 
significant changes in the debt structure.  Other (income) expense for the 
second quarter and first six months of 1997 and the corresponding periods of 
1996 primarily relates to the Company's foreign currency hedging program. 

Short-term Liquidity and Capital Resources

In 1995, the Company entered into a three-year, $50,000 credit facility (the 
"Revolving Credit Facility") with its lending banks. The Revolving Credit 
Facility provided for a revolving line of credit of $50,000 for working 
capital and for sinking fund payments on the Company's 8% Convertible 
Subordinated Debentures (unpaid principal balance of $54,110 at December 31, 
1996), of which $20,000 is available for letters of credit. Due to a 
financial covenant violation which occurred in the first quarter of 1997, the 
Company amended and restated the Revolving Credit Facility on May 22, 1997, 
to reset the financial covenants to conform with the Company's revised 
business plan for 1997 and to implement a borrowing base limitation.  Under 
the amended facility, the Company could borrow funds secured by the accounts 
receivable of the Company, Computervision Pty. Limited (Australia), 
Computervision SA (France), Computervision GmbH (Germany) and Computervision 
Limited (U.K.).  Pursuant to the terms of the Revolving Credit Facility, the 
Company has granted the lenders a security interest in all of the Company's 
U.S. assets.  Letters of credit outstanding at June 29, 1997 were $3,595 and 
borrowings outstanding were $6,666.  Borrowings under the amended Revolving 
Credit Facility bear interest at LIBOR plus 2.5% for borrowings of $25,000 or 
less and LIBOR plus 3% for borrowings greater than $25,000.  On June 29, 
1997, the rates ranged from 8.19% to 10.0%. 

As a result of the shortfall in revenue and the non-recurring charge of 
$45,000 in the quarter ended June 29, 1997, the Company was unable to satisfy 
certain of the financial covenants, as amended, under the Revolving Credit 
Facility.  The

                                      10

<PAGE>

default has not been waived by the lending banks, and the Company is seeking
to enter into new credit arrangements with other lenders to meet the needs of
its restructured software business.  Subsequent to quarter end, the Company
repaid all of the outstanding borrowings under the Revolving Credit Facility,
including cash collateralizing the letters of credit (see Note 7 "Subsequent
Event").  The Company is no longer able to borrow under this facility.  The
Company has signed a commitment letter with an affiliate of M.D. Sass
Investors Services, Inc., a major shareholder of the Company, for a bridge
term loan of up to $10,000, subject to satisfactory completion of due
diligence and documentation. The bridge term loan matures on the earlier of
180 days or the establishment of a replacement credit arrangement.  The
Company, however, can give no assurance that it will be successful in closing
the bridge term loan or in effecting such replacement credit arrangement.

The Company expects to utilize its $10,000 bridge term loan to fund its 
primary third quarter requirements, including the August 15, 1997 $10,000 
semi-annual interest payment on its outstanding Senior Subordinated Notes.  
If the Company is unsuccessful in negotiating an adequate replacement credit 
facility by the end of the third quarter, or if it is not able to raise 
additional funds through an equity or debt financing, the Company would be 
unable to meet its remaining principal short-term liquidity requirements, 
including debt service, restructuring payments, normal working capital and 
other cash requirements, which would have a material adverse effect on the 
Company's on-going operations and would adversely affect the solvency of the 
Company.  No assurances can be given that the Company will be successful in 
negotiating a replacement credit arrangement or raising additional funds 
through an equity or debt financing.

Despite a significant reduction in the Company's long term indebtedness in 
1995, the Company remains highly leveraged and has a stockholders' deficit.  
This indebtedness requires the Company to dedicate a significant portion of 
its cash flow from operations to service its indebtedness and makes the 
Company more vulnerable to unfavorable changes in general economic 
conditions.

A substantial portion of the Company's orders and shipments typically occur 
in the last two weeks of each quarter.  Therefore, the timing of orders and 
shipments, including unexpected delays in receiving large orders, such as 
occurred in the first two quarters of 1997, or competitors introducing new 
competitive products, could result in significant quarterly fluctuations in 
the Company's operating results and cash flow.  Historically, the Company has 
experienced a seasonal decline in revenue in the first and third quarters of 
each fiscal year, primarily due to capital budgeting cycles and the European 
holiday schedule, respectively.

Long-term Liquidity

The Company's principal long-term liquidity requirements are payments for 
interest, previously accrued restructuring obligations, capital expenditures 
and the repayment of the Senior Subordinated Notes which mature in 1999.  The 
Company will require additional funds prior to the maturity of the Senior 
Subordinated Notes in 1999 to satisfy these obligations and, as a result, 
will seek to obtain such funds through a sale of equity and/or debt 
securities or other financing arrangements. However, no assurances can be 
given that such funds will be available when required or on terms favorable 
to the Company.

Operations and Investments

Cash and cash equivalents were $17,052 at June 29, 1997 compared with $38,565 
at December 31, 1996. The decrease of $21,513 in cash and cash equivalents is 
primarily due to cash used for operations ($20,816) and cash used for the 
purchase of property and equipment ($4,643). 

Legal

The Company is currently involved in lawsuits which could have an adverse 
impact upon the Company's short-term liquidity and results of operations if 
unfavorable judgments are rendered against the Company.  On July 23, 1997, 
the Company reached an agreement for settlement of the class action lawsuit 
commenced in March 1991 against the Company and certain individual defendants 
by Joseph and Josephine Dieter.  As its contribution to the settlement fund, 
the Company has agreed to issue 2,712 shares of its common stock valued at $4 
per share.  The agreement provides for a reduction in the number of shares to 
be distributed in the event the average price exceeds $6 during the 
predistribution period.  The settlement agreement also provides for an 
increase in the number of shares to be distributed to the plaintiffs in the 
event that the average price of the Company's common stock is less than $4 
during the period prior to the distribution of the shares to the plaintiffs.  
The settlement is subject to the approval of the Delaware Chancery Court.  
Distribution of the shares will be

                                      11

<PAGE>

made after Court approval of the settlement and expiration of the applicable
appeal period, assuming no appeal is made.  The Company had previously
provided for the settlement; therefore, the settlement will have no impact
on the Company's results of operations.

Other than as described above, there have been no significant changes to the 
Company's outstanding litigation since the filing of the Company's Form 10-K 
for the twelve months ended December 31, 1996.

                                      12

<PAGE>


PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

The Company is currently involved in lawsuits which could have an adverse 
impact upon the Company's short-term liquidity and results of operations if 
unfavorable judgments are rendered against the Company.  On July 23, 1997, 
the Company reached an agreement for settlement of the class action lawsuit 
commenced in March 1991 against the Company and certain individual defendants 
by Joseph and Josephine Dieter.  As its contribution to the settlement fund, 
the Company has agreed to issue 2,712 shares of its common stock valued at $4 
per share.  The agreement provides for a reduction in the number of shares to 
be distributed in the event the average price exceeds $6 during the 
predistribution period.  The settlement agreement also provides for an 
increase in the number of shares to be distributed to the plaintiffs in the 
event that the average price of the Company's common stock is less than $4 
during the period prior to the distribution of the shares to the plaintiffs.  
The settlement is subject to the approval of the Delaware Chancery Court.  
Distribution of the shares will be made after Court approval of the 
settlement and expiration of the applicable appeal period, assuming no appeal 
is made.  The Company had previously provided for the settlement; therefore, 
the settlement will have no impact on the Company's results of operations.

Other than as described above, there have been no significant changes to the 
Company's outstanding litigation since the filing of the Company's Form 10-K 
for the twelve months ended December 31, 1996.

Item 6.  Exhibits and reports on Form 8-K

(a) Exhibits.

Exhibit 11 - Calculation of Shares Used in Determining Earnings Per Share.

(b) Reports on Form 8-K.

A report on Form 8-K was filed on April 8, 1997, to report (a) the Company's 
preliminary financial results for the first quarter of 1997, and (b) the 
election of James B. Rubin, Senior Managing Director of M.D. Sass Investors 
Services, Inc. a 17% shareholder of the Company, as a member of its Board of 
Directors.

A report on Form 8-K was filed on April 30, 1997, to report the Company's 
financial results for the first quarter of 1997.

A report on form 8-K was filed on May 28, 1997, to report the nomination of 
two new members to the Company's Board of Directors.

A report on form 8-K was filed on June 18, 1997, to report the election of 
two new members to the Company's Board of Directors.

A report on Form 8-K was filed on June 26,1997, to report the appointment of 
William A. Wilson as Senior Vice President and Chief Financial Officer of the 
Company.

A report on form 8-K was filed on July 22, 1997, to report the sale of the 
Company's Open Service Solutions business unit to CVSI, Inc..

A report on Form 8-K was filed on July 24, 1997, to report (a) the Company's 
financial results for the second quarter of 1997, (b) the settlement of a 
shareholder lawsuit, and (c) the acquisition of Knowledge Integration Center 
from UES, Inc..

A report on Form 8-K was filed on August 4, 1997, to report the Company's pro 
forma financial results after the sale of the Open Service Solutions business 
unit.  

                                      13

<PAGE>


                                  SIGNATURES

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






                                           Computervision Corporation
                                           (Registrant)


Date:   August 13, 1997



                                           /S/ William A. Wilson
                                           William A. Wilson
                                           Senior Vice-President Finance and
                                           Chief Financial Officer



                                      14

<PAGE>

                                Exhibit Index

                                                                      Page
11(a) - Computervision Corporation - Calculation of Shares
        Used in Determining Earnings Per Share                         16


                                      15

<PAGE>
<TABLE>
<CAPTION>

                          Computervision Corporation
         Calculation of Shares Used in Determining Earnings Per Share
      For the Three and Six Months Ended June 30, 1996 and June 29, 1997
                                (In Thousands)

                                         Three Months Ended  Six Months Ended
                                          June 30, June 29,  June 30, June 29,
Primary Earnings Per Share                   1996    1997      1996     1997
<S>                                          <C>      <C>       <C>      <C>
Weighted average number of common
  shares outstanding during the period      63,287  63,573    63,133  63,570
Common stock equivalents                     1,636       0     1,800       0
                                            ------  ------    ------  ------
Total                                       64,923  63,573    64,933  63,570
                                            ======  ======    ======  ======
</TABLE>
<TABLE>
<CAPTION>

                                         Three Months Ended  Six Months Ended
                                          June 30, June 29,  June 30, June 29,
Fully Diluted Earnings Per Share             1996    1997      1996     1997
<S>                                           <C>     <C>       <C>      <C>
Weighted average number of common
  shares outstanding during the period      62,287  63,573    63,133  63,570
Common stock equivalents                     1,763       0     1,797       0
                                            ------  ------    ------  ------
Total                                       65,050  63,573    64,930  63,570
                                            ======  ======    ======  ======
</TABLE>


                                      16