<PAGE>
 
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                                   FORM 10-Q

(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997
                                       OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM  __________ TO ________


COMMISSION FILE NUMBER  0-23560


                                XCELLENET, INC.
             (Exact name of registrant as specified in its charter)

         GEORGIA                                             58-1749705
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                        Identification No.)

 5 CONCOURSE PARKWAY, SUITE 850
          ATLANTA, GA                                          30328
(Address of principal executive offices)                    (Zip Code)

                                 (770) 804-8100
              (Registrant's telephone number, including area code)


                                 Not applicable
   (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 12 months (or 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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

Common Stock, $.01 par value - 8,248,985 shares as of July 31, 1997
<PAGE>
 
                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

XcelleNet, Inc. and Subsidiaries
Consolidated Statements of Operations - Unaudited
(in thousands, except per share data)

<TABLE> 
<CAPTION> 
                                              Three Months Ended       Six Months Ended
                                                 June 30,                 June 30,
                                               1997       1996          1997       1996
----------------------------------------------------------------------------------------
<S>                                          <C>        <C>          <C>          <C> 
Revenues
 Software license fees                      $ 7,695    $ 7,381       $16,566    $ 14,312
 Software upgrade fees and services           4,344      2,745         8,823       5,264
                                             12,039     10,126        25,389      19,576
----------------------------------------------------------------------------------------
Costs and expenses
 Costs of license fees                          566        524         1,136       1,001
 Costs of software upgrade fees and services  1,812        856         3,500       1,587
 Sales and marketing                          5,938      5,471        11,345       9,839
 Product development                          2,363      1,561         4,404       2,902
 General and administrative                   1,666      1,393         3,533       2,882
                                             12,345      9,805        23,918      18,211
----------------------------------------------------------------------------------------
Operating income (loss)                        (306)       321         1,471       1,365
Other income, net                               250        265           340         553
----------------------------------------------------------------------------------------
Income (loss) before income taxes               (56)       586         1,811       1,918
Provision (benefit) for income taxes            (24)       223           714         689
----------------------------------------------------------------------------------------
Net income (loss)                           $   (32)   $   363       $ 1,097    $  1,229
----------------------------------------------------------------------------------------

Net income (loss) per share                 $  0.00    $  0.05       $  0.13    $   0.16
----------------------------------------------------------------------------------------
Weighted average shares outstanding           8,160      7,883         8,594       7,866
----------------------------------------------------------------------------------------

</TABLE> 

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

                                       2

<PAGE>

XcelleNet, Inc. and Subsidiaries
Consolidated Condensed Balance Sheets
(in thousands)
<TABLE> 
<CAPTION> 

                                                                       Unaudited
                                                                        June 30,  December 31,
----------------------------------------------------------------------------------------------
                                                                          1997       1996
----------------------------------------------------------------------------------------------
<S>                                                                     <C>       <C> 
Assets
Current assets
  Cash and cash equivalents                                              $13,045   $ 10,587
  Short-term investments                                                  11,263      2,157
  Trade receivables, net of allowance for doubtful accounts of 
    $503 and $503                                                         12,231     13,306
  Prepaid expenses and other current assets                                1,763      1,049
  Income tax receivable                                                       -         793
----------------------------------------------------------------------------------------------
     Total current assets                                                 38,302     27,892
----------------------------------------------------------------------------------------------
Furniture, fixtures and equipment, net                                     5,572      5,378
Capitalized software development costs, net of accumulated
  amortization of $2,115 and $1,566                                        2,651      2,231
Intangible assets, net of accumulated amortization of $181                 2,584         -
Deferred income tax assets                                                   754        754
Other noncurrent assets                                                      357        428
----------------------------------------------------------------------------------------------
                                                                         $50,220   $ 36,683
----------------------------------------------------------------------------------------------

Liabilities and Shareholders' Equity
Current liabilities                                                      $ 5,867   $  4,694
Long-term liabilities                                                        817        859
Shareholders' equity                                                      43,536     31,130
----------------------------------------------------------------------------------------------
                                                                         $50,220   $ 36,683
----------------------------------------------------------------------------------------------

</TABLE> 

The accompanying notes are an integral part of these consolidated condensed 
balance sheets.

                                       3

<PAGE>
XcelleNet, Inc. and Subsidiaries
Consolidated Statements of Cash Flows - Unaudited
(in thousands)
<TABLE> 
<CAPTION> 

                                                              Six Months Ended
                                                                  June 30,
-------------------------------------------------------------------------------
                                                              1997       1996
-------------------------------------------------------------------------------
<S>                                                         <C>         <C> 
Cash Flows from Operating Activities
  Net income                                                  $1,097    $ 1,229
  Adjustments to reconcile net income to net cash
  provided by operating activities:
    Depreciation and amortization                              2,128      1,465
    Change in assets and liabilities, net of effects
    of purchase of XIS:
      Decrease (increase) in trade receivables                 1,475     (1,590)
      Increase in prepaid expenses and other current assets     (590)      (643)
      Decrease in income tax receivable                          711        170
      Increase in current liabilities                            188        872
      (Decrease) increase in long-term liabilities               (66)        27
-------------------------------------------------------------------------------
        Total adjustments                                      3,846        301
-------------------------------------------------------------------------------
        Net cash provided by operating activities              4,943      1,530
-------------------------------------------------------------------------------

Cash Flows from Investing Activities
  (Increase) decrease in short-term investments               (9,106)       432
  Purchases of furniture, fixtures, and equipment             (1,505)    (1,521)
  Additions to capitalized software development costs           (970)      (929)
  Purchase of XIS, net of cash acquired                         (719)        -
  Repayment of XIS assumed liabilities                          (388)        -
  Other                                                         (373)      (374)
-------------------------------------------------------------------------------
        Net cash used in investing activities                (13,061)    (2,392)
-------------------------------------------------------------------------------

Cash Flows from Financing Activities
  Proceeds from issuance of common stock, net of related 
    costs                                                     10,408        317
  Income tax benefits related to exercise of stock options       100         -
  Other                                                           68        (80)
        Net cash provided by financing activities             10,576        237
-------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents           2,458       (625)
Cash and cash equivalents, beginning of period                10,587      9,304
-------------------------------------------------------------------------------
Cash and cash equivalents, end of period                    $ 13,045    $ 8,679
-------------------------------------------------------------------------------
Supplemental disclosures
  Interest paid                                             $    45     $    -
  Income taxes paid                                         $   264     $   798
  Non Cash Investing Activities:
  The Company purchased all of the capital 
    stock of XIS, Inc. In conjunction with
    the acquisition, liabilities were assumed 
    as follows (in thousands):
  Fair value of noncash assets acquired                                     687
  Amount paid in excess of fair value                                     2,565
  Less:  Purchase price:
    Cash paid, net                                             (719)
    Common Stock issued                                        (775)
    Note Payable issued                                      (1,200)
                                                            --------
      Total purchase price                                               (2,694)
                                                                        -------
  Liabilities assumed                                                   $   558
                                                                        =======
------------------------------------------------------------------------------
</TABLE> 
The accompanying notes are an integral part of these consolidated statements.

                                       4
<PAGE>
XCELLENET, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements - Unaudited


1.   In the Company's opinion, the accompanying consolidated interim financial
     statements include all adjustments, consisting only of normal, recurring
     adjustments, necessary to present fairly the Company's consolidated results
     of operations, condensed financial position and cash flows for the periods
     indicated. The results of operations for interim periods are not
     necessarily indicative of results expected for the entire year. The interim
     financial statements should be read in conjunction with the audited
     consolidated financial statements as of December 31, 1996 and the notes
     thereto included in the Company's Form 10-K for the year ended December 31,
     1996 filed with the Securities and Exchange Commission. Certain prior year
     amounts have been re-classified to conform with the current year
     presentations.

2.   Net income per share is computed using the weighted average number of
     shares of common stock outstanding plus common equivalent shares. Common
     equivalent shares from stock options have been included in the computation
     when dilutive. The effect of stock options was anti-dilutive for the three
     months ended June 30, 1997 and was excluded from the calculation. The
     difference between primary and fully diluted earnings per share is not
     material for any periods presented, and fully diluted earnings per share
     have therefore been excluded.

3.   The Company expenses the production costs of advertising at the time
     incurred, except for direct-response advertising, which is capitalized and
     amortized over its expected period of future benefits. Direct-response
     advertising consists primarily of advertisements in business, financial,
     and software magazines and newspapers. The cost of each advertisement is
     amortized over the four-month period following the issuance of the
     publication in which it appears. Advertising expenditures totaled $457,000
     and $516,000 in the three months ended June 30, 1997 and 1996, and $904,000
     and $1,175,000 for the six months ended June 30, 1997 and 1996,
     respectively. Advertising expense was $457,000 and $480,000 in the three
     months ended June 30, 1997 and 1996, and $995,000 and $902,000 for the six
     months ended June 30, 1997 and 1996, respectively. Unamortized advertising
     costs included in prepaid expenses were $0 and $273,000 at June 30, 1997
     and 1996, respectively.

4.   On January 2, 1997, the Company completed the acquisition of XcelleNet
     Integration Services, Inc. ("XIS", formerly Electronic Commerce, Inc.) for
     a total consideration comprising cash, future payments and stock of
     approximately $2,675,000. The transaction was accounted for as a purchase.
     The excess of the purchase price over the tangible assets acquired totaled
     $2,535,684 and is being amortized over 10 years. The operating results of
     XIS since the date of acquisition are included in the accompanying
     financial statements.

5.   On April 1, 1997, the Company successfully completed a secondary public
     offering of its common stock. The offering was comprised of 655,953 shares
     issued by the Company (which included 54,544 shares classified as treasury
     stock in the Company's accompanying Consolidated Condensed Balance Sheets)
     and 777,047 shares sold by existing shareholders at an offering price of
     $17.00 per share. The net proceeds to the Company (after underwriting
     discounts and commissions and other related costs associated) totaled
     approximately $10,000,000.

6.   Effective for periods beginning after December 15, 1997, the Financial
     Accounting Standards Board has adopted Statement of Financial Accounting
     Standards ("SFAS") No. 128, "Earnings per Share". This statement sets out
     new guidelines for the calculation and presentation of earnings per share.
     The following tables represent a reconciliation of basic and diluted
     weighted average shares and a pro forma calculation of earnings per share
     using the guidelines of SFAS No. 128. The Company does not anticipate that
     the adoption of the statement will materially impact its earnings per share
     calculation.

                                       5


<PAGE>

<TABLE> 
<CAPTION> 


                                                     Three Months Ended        Six Months Ended
                                                          June 30,                 June 30,
(in thousands, except per share data)               1997          1996        1997          1996
-------------------------------------------------------------------------------------------------
<S>                                               <C>            <C>         <C>           <C> 
Basic weighted average shares outstanding          8,160          7,204       7,816        7,167

Shares of common stock assumed issued upon
exercise of stock options using the "treasury
stock" method as it applies to the computation
of diluted earnings per share                         --           679          778          699
                                               ---------       -------     --------     --------
Diluted weighted average shares outstanding        8,160         7,883        8,594        7,866
                                               =========       =======     ========     ========

Net earnings (loss) used in the computation of
basic and diluted earnings per share          $     (32)       $   363     $  1,097     $  1,229
                                              =========        =======     ========     ========

Earnings (loss) per share
     Basic                                    $    0.00        $  0.05     $   0.14     $   0.17
                                              =========        =======     ========     ========

     Diluted                                  $    0.00        $  0.05     $   0.13     $   0.16
                                              =========        =======     ========     ========  

</TABLE> 

No shares were included for the exercise of stock options for the three month
period ended June 30, 1997 as the effect was anti-dilutive.

                                       6
<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations
 
RESULTS OF OPERATIONS

In addition to historical information contained herein, this Quarterly Report
may contain forward-looking statements. Readers are cautioned not to place undue
reliance on these forward-looking statements, which reflect management's
analysis only as of the date hereof. The Company undertakes no obligation to
update any such forward-looking statements. Any forward-looking statements
contained herein are subject to certain risks and uncertainties that could cause
actual results to differ materially from those reflected in such forward-looking
statements. Factors that might cause such divergence include, but are not
limited to, those discussed in the Company's filings under the Securities
Exchange Act of 1934, as amended, and the Securities Act of 1933, as amended.
Readers should review such risk factors, including those set forth in the
Company's prospectus filed with the Securities and Exchange Commission, as
amended on March 26, 1997.

REVENUES.  Total revenues increased 19% to $12,039,000 and 30% to $25,389,000
for the three and six months ended June 30, 1997 as compared to the prior year
periods. The increase in total revenues was due to increases in both license
fees and in software upgrade fees and services. Software license fees increased
4% to $7,695,000 and 16% to $16,566,000 in the three and six months ended June
30, 1997 respectively, as compared to the prior year periods. Software license
fees from RemoteWare for NT products accounted for 66% and 62% of total software
license fees for the three and six months ended June 30, 1997 compared with 5%
and 3% for the same periods in 1996, reflecting increasing market acceptance of
the RemoteWare for NT products released beginning in 1996. Software license fees
as a percentage of total revenues were 64% and 65% for the three and six months
ended June 30, 1997 compared with 73% for each of the same periods in 1996. The
decrease in the software license fees as a percentage of total revenues reflects
the growth in software upgrade fees and services revenues associated with the
January 1997 acquisition of XcelleNet Integration Services ("XIS", formerly
Electronic Commerce, Inc.), the Company's larger installed base and the high
participation rate of RemoteWare customers in the Company's software upgrade and
maintenance programs. See Note 4 of Notes to Consolidated Financial Statements.

License fees from new customers decreased 22% to $2,577,000 and increased 26% to
$7,070,000 for the three and six months ended June 30, 1997 as compared to the
same periods in 1996.  License fees from new customers as a percentage of total
license fees decreased to 33% from 44% for the three months ended June 30, 1997
as compared to the same period in 1996 and increased to 43% from 39% for the six
months ended June 30, 1997 compared with the same period in 1996.  The Company
added 87 new customers in the second quarter of 1997 and 171 in the six months
ended June 30, 1997, compared with 93 and 147 in the same periods in 1996.  The
average initial RemoteWare purchase for new customers was $30,000 and $41,000 in
the three and six months ended June 30, 1997, compared with $35,000 and $38,000
in the same periods in 1996.  The Company believes that the decrease in new
customer license fees in the second quarter was due to a transition in its
marketing and sales model.  During the past few quarters, the Company has taken
steps to leverage its historically direct sales model by signing several co-
marketing and OEM agreements.  However, these agreements have not yet resulted
in significant revenue.  Concurrently, the Company phased out a number of lead-
generation programs that related to a previous marketing message, decreased
advertising expenditures and reduced the number of direct sales people, all of
which negatively impacted the direct sales model.

Software license fees from existing customers increased 25% to $5,118,000 and 9%
to $9,496,000 in the three and six months ended June 30, 1997 as compared to 
the same period in 1996.  Software license fees from existing customers
increased as a percentage of total license fees to 67% from 56% in the three
months ended June 30, 1997 as compared to the same period during 1996 and
decreased to 57% from 61% for the six months ended June 30, 1997 as compared to
the prior year.

Software license fees generated by Solution Providers decreased to 27% from 41%
and to 27% from 46% in the three and six months ended June 30, 1997, as compared
to the prior year periods, due to changes to the Company's Solution Provider
program that have resulted in fewer Solution Providers authorized to remarket
RemoteWare and lower remarketer discount rates.

                                       7
<PAGE>

Software upgrade fees and services increased 58% to $4,344,000 and 68% to
$8,823,000 in the three and six months ended June 30, 1997 as compared to the
same periods in 1996.  Software upgrade fees increased 41% to $3,549,000 and 47%
to $6,941,000 in the three and six months ended June 30, 1997, as compared
to the same periods in 1996, primarily due to the Company's growing customer
base and their significant participation rate in the Company's software upgrade
and maintenance programs.  Services revenues increased 258% to $795,000 and 251%
to $1,882,000 in the three and six months ended June 30, 1997 as compared to the
same periods in 1996, primarily due to the Company's acquisition in January 1997
of XIS.

COSTS OF LICENSE FEES.  Costs of license fees increased 8% to $566,000 and 13%
to $1,136,000 in the three and six months ended June 30, 1997 as compared to the
same periods in 1996.  Costs of license fees remained constant as a percentage
of  software license fees at 7% in the three months ended June 30, 1997 as
compared to the prior year period and stayed constant at 7% for the six months
ended June 30, 1997 as compared to the same period 1996.  The increase in
absolute dollar expenses is due primarily to the increased amortization of
capitalized software associated with the RemoteWare for NT products.

COSTS OF SOFTWARE UPGRADE FEES AND SERVICES.  Costs of upgrade fees and services
increased 112% to $1,812,000 and 121% to $3,500,000 in the three and six months
ended June 30, 1997 as compared to the same periods in 1996.  Costs of upgrade
fees and services increased as a percentage of software upgrade fees and
services revenues to 42% and 40% for the three and six months ended June 30,
1997 from 31% and 30% for the three and six months ended June 30, 1996.  The
increase in costs of upgrade fees and services is primarily due to the Company's
January 1997 acquisition of XIS, which expanded the Company's systems
integration business.

SALES AND MARKETING.  Sales and marketing expenses increased 9% to $5,938,000
and 15% to $11,345,000 in the three and six months ended June 30, 1997 as
compared to the same periods in 1996. Sales and marketing expenses decreased as
a percentage of revenues to 49% and 45% from 54% and 50% in the three and six
months ended June 30, 1997 as compared to the prior year periods.  The increase
in absolute dollar expenses was due primarily to increased sales commissions and
the expenses associated with Company-sponsored  Remote Access Solution
conferences in both the United States and Europe.

PRODUCT DEVELOPMENT.  The following table summarizes product development
expenditures:

<TABLE> 
<CAPTION> 
                                                    Three Months Ended         Six Months Ended
                                                          June 30,                  June 30,
(in thousands)                                      1997          1996        1997          1996
---------------------------------------------------------------------------------------------------
<S>                                              <C>           <C>           <C>           <C> 
  Product development expenditures              $ 2,599       $ 2,060       $ 5,374       $ 3,831
  Less:  capitalized software development cost      236           499           970           929
---------------------------------------------------------------------------------------------------
  Net product development expenses              $ 2,363       $ 1,561       $ 4,404       $ 2,902
---------------------------------------------------------------------------------------------------
As a percentage of revenues:
  Product development expenditures                   22%           20%           21%           20%
  Less:  capitalized software development cost      (2)%          (5)%          (4)%          (5)%
---------------------------------------------------------------------------------------------------
  Net product development expenses                   20%           15%           17%           15%
---------------------------------------------------------------------------------------------------
Capitalized product development rate                  9%           24%           18%           24%
---------------------------------------------------------------------------------------------------
</TABLE>

Product development expenditures (expenses plus capitalized software development
costs) increased 26% to $2,599,000 and 40% to $5,374,000 in the three and six
months ended June 30, 1997 as compared to the same periods in 1996.  The
increase in product development expenditures was primarily due to personnel
costs (including outside contractors) for development of RemoteWare for NT
products.  Capitalized software development costs were $236,000 and $970,000 for
the three and six months ended June 30, 1997, respectively.  Capitalized
software development costs were $499,000 and $929,000 in the three and six
months ended June 30, 1996, respectively.  The decrease in capitalized software
for the second quarter is due to the May 1997 release of the RemoteWare for NT
products.  All capitalized software development costs in the second quarter of
1997 related to the development of RemoteWare for NT.  Net product development
expenses (product development expenditures less capitalized software) increased
51% to $2,363,000 and 52% to $4,404,000  for the three and six months ended June
30, 1997 as compared to the same periods in 1996.  Net product development
expenses as a percentage of revenues increased to 20% and 17% from 15% for the
three and six months ended June 30, 1997 as compared to the prior year periods.

                                       8
<PAGE>

GENERAL AND ADMINISTRATIVE.  General and administrative expenses increased 20%
to $1,666,000 and 23% to $3,533,000 in the three and six months ended June 30,
1997 as compared to the same periods in 1996. General and administrative
expenses remained constant as a percentage of revenues at 14% in the three
months ended June 30, 1997 as compared to the prior year period.  General and
administrative expenses decreased as a percentage of total revenues to 14% from
15% for the six months ended June 30, 1997 as compared to the prior period.  The
absolute dollar increase in general and administrative expenses was primarily
due to additional personnel costs and the amortization of the goodwill
associated with the January purchase of XIS.

OTHER INCOME, NET. Other income decreased 6% to $250,000 and 39% to $340,000 in
the three and six months ended June 30, 1997 as compared to the same periods in
1996. The decrease in interest income is due primarily to lower average cash
balances as a result of acquisitions in late 1996 and early 1997. The increase
in interest expense is related to the future payments associated with the
acquisition of XIS.

LIQUIDITY AND CAPITAL RESOURCES

At June 30, 1997, the Company had cash and cash equivalents, and short term
investments of $24,308,000, working capital of $32,435,000 and no long-term
debt.

During the first six months of 1997, the Company generated $4,943,000 of cash
from operating activities, primarily from net income plus depreciation and
amortization. Net cash used in investing activities was $13,061,000 primarily
due to investment of the proceeds from the Company's secondary public offering
in short-term investments and fixed asset additions. Net cash provided by
financing activities was $10,576,000 primarily due to proceeds from the sale of
stock in the secondary public offering effective April 1, 1997, which totaled
approximately $10,000,000, net of issuance costs.

The Company believes that its current cash balances and cash flows from
operations will be sufficient to meet its working capital and capital
expenditure requirements for at least the next twelve months.

                                       9

 
<PAGE>
                          PART II - OTHER INFORMATION

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

         On April 29, 1997, the Company held its Annual Meeting of Stockholders.
The results of the proposals submitted for vote at such meeting were as follows:

1.  Election of Directors (there were no abstentions or broker non-votes in 
connection with the election of directors).

                                            FOR         WITHHELD
        Stephen P. Bradley               5,734,269       15,869
        Dennis M. Crumpler               5,734,096       16,042
        Donald L. House                  5,734,269       15,869
        Richard C. Marcus                5,734,106       16,032
        Geoffrey A. Moore                5,577,692      172,446
        Shereef W. Nawar                 5,534,403       15,735
        Richard C. Nolan                 5,577,692      172,446
        Jeffrey P. Parker                5,734,269       15,869

2.  Adoption and approval of the XcelleNet, Inc. Long Term Incentive Plan.


                                               NUMBER OF SHARES
              For                                  3,810,917
              Against                                855,017
              Abstain                                  3,583
              Broker Non Vote                      1,080,621

3.  Ratification of Arthur Andersen LLP as the independent public accountants of
the Registrant for the year ended December 31, 1997.

                                               NUMBER OF SHARES
              For                                  5,745,854
              Against                                  3,497
              Abstain                                    787
              Broker Non Vote                              0

           

Item 6. Exhibits and Reports on Form 8-K
  (a) Exhibits
       10.26    OEM Software License Agreement Between the Registrant and McAfee
                Software, Inc. effective as of June 17, 1997.
       10.27    System Integration Remarketer Agreement Between the Registrant 
                and Avalan Technology effective as of May 5, 1997.
       11       Statement re: computation of per share earnings
       27.01    Financial Data Schedule
 
 

  (b) Reports on Form 8-K
       No reports on Form 8-K were filed by the registrant during the quarter
ended June 30, 1997.

                                       10

 
<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.


                                      XcelleNet, Inc.
                                        (Registrant)


Date:  August 14, 1997                     By:   /s/ DAVID F. HELD
                                              -------------------------
                                           David F. Held
                                           Chief Financial Officer
                                           (Principal Financial and
                                           Authorized Officer)

                                       13
<PAGE>
 
-------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                              ____________________



                                    Exhibits
                                       to
                                Quarterly Report
                                       on
                                   Form 10-Q

                             For the quarter ended
                                 JUNE 30, 1997

                                        
                              ____________________



                                XCELLENET, INC.
             (Exact name of registrant as specified in its charter)


-------------------------------------------------------------------------------
                             
<PAGE>
 
Exhibit
Number                          Exhibit Description
-------                         -------------------
 
10.26      OEM Software License Agreement Between the Registrant and McAfee 
           Software, Inc. effective as of June 17,1997.
10.27      System Integration Remarketer Agreement Between the Registrant and 
           Avalan Technology effective as of May 5, 1997.
11         Statement re: computation of per share earnings
27.01      Financial Data Schedule