<PAGE>

                                  UNITED STATES
                       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 MARCH 31, 2005

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

For the transition period from ______________ to _______________

                  Commission File Number 0-23852

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

       MASSACHUSETTS                                04-2448516
(State or other jurisdiction     (I.R.S employer incorporation or organization)
identification number)

                  100 CROSBY DRIVE, BEDFORD MASSACHUSETTS 01730
          (Address of principal executive offices, including zip code)

                                 (781) 280-2000
              (Registrant's telephone number, including area code)

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 whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

Yes [X]    No [ ]

Number of shares outstanding of the Registrant's common stock as of the latest
practicable date: 25,304,009 shares of common stock, $.01 par value per share,
as of May 9, 2005.

Page 1
<PAGE>

                               MRO SOFTWARE, INC.
                                   10-Q INDEX

<TABLE>
<CAPTION>
                                                                                                                              PAGE
                                                                                                                              ----
<S>            <C>                                                                                                            <C>
PART I.        FINANCIAL INFORMATION

ITEM 1.        FINANCIAL STATEMENTS

               Consolidated Balance Sheets (unaudited) as of March 31, 2005 and September 30, 2004.                              3

               Consolidated Statements of Operations (unaudited) for the three and six months ended March 31, 2005 and March
               31, 2004.                                                                                                         4

               Consolidated Statements of Cash Flows (unaudited) for the six months ended March 31, 2005 and March 31, 2004.     5

               Notes to Consolidated Financial Statements (unaudited).                                                           6

ITEM 2.        Management's Discussion and Analysis of Financial Condition and Results of Operations                            13

ITEM 3.        Quantitative and Qualitative Disclosures about Market Risk                                                       25

ITEM 4.        Controls and Procedures                                                                                          25

PART II.       OTHER INFORMATION

Item 1.        Legal Proceedings                                                                                                26
Item 2.        Changes in Securities                                                                                            26
Item 3.        Defaults upon Senior Executives                                                                                  26
Item 4.        Submission of Matter to a Vote of Security Holders                                                               26
Item 5.        Other Information                                                                                                26
Item 6.        Exhibits                                                                                                         27

               SIGNATURE                                                                                                        29
</TABLE>

Page 2
<PAGE>

                               MRO SOFTWARE, INC.
                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                        MARCH 31,   SEPTEMBER 30,
                                                                          2005          2004
(IN THOUSANDS, EXCEPT PER SHARE DATA)                                   --------    -------------
<S>                                                                     <C>         <C>
                                              ASSETS
Current assets:
  Cash and cash equivalents                                             $ 73,072    $      56,982
  Marketable securities                                                   33,191           36,152
  Accounts receivable, trade, less allowance
   for doubtful accounts of $2,202 at March 31, 2005
   and $2,324 at September 30, 2004, respectively                         33,326           36,636
  Prepaid expenses and other current assets                                6,005            5,072
  Deferred income taxes                                                    1,558            1,470
                                                                        --------    -------------
    Total current assets                                                 147,152          136,312
                                                                        --------    -------------

Marketable securities                                                     11,821           15,273
Property and equipment, net                                                7,815            7,227
Goodwill, net                                                             46,337           46,768
Intangible assets, net                                                     4,320            5,541
Deferred income taxes                                                      7,506            7,611
Other assets                                                               3,501            3,989
                                                                        --------    -------------
    Total assets                                                        $228,452    $     222,721
                                                                        ========    =============

                               LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
 Accounts payable and accrued expenses                                  $ 12,583    $      12,871
 Accrued compensation                                                      7,167           10,142
 Income taxes payable                                                      3,634            5,473
 Deferred revenue                                                         32,929           29,373
 Deferred lease obligation                                                   311              292
                                                                        --------    -------------
   Total current liabilities                                              56,624           58,151
                                                                        --------    -------------

 Deferred lease obligation                                                 2,197            2,210
 Deferred revenue                                                            803              900
 Other long term liabilities                                                 303              325

Stockholders' equity
Preferred stock, $.01 par value; 1,000 authorized,
 none issued and outstanding
Common stock, $.01 par value; 50,000 authorized;
 25,296 and 24,983 issued and outstanding at March 31, 2005
 and September 30, 2004, respectively                                        253              250
Additional paid-in capital                                               121,817          118,903
Deferred compensation                                                       (275)            (370)
Retained earnings                                                         45,285           41,503
Accumulated other comprehensive income                                     1,445              849
                                                                        --------    -------------
    Total stockholders' equity                                           168,525          161,135
                                                                        --------    -------------

    Total liabilities and stockholders' equity                          $228,452    $     222,721
                                                                        ========    =============
</TABLE>

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

                                        3
<PAGE>

                               MRO SOFTWARE, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                  THREE MONTHS ENDED       SIX MONTHS ENDED
                                                       MARCH 31,               MARCH 31,
                                                   2005        2004       2005        2004
(IN THOUSANDS, EXCEPT PER SHARE DATA)            --------     -------    -------    --------
<S>                                              <C>          <C>        <C>        <C>
Revenues:
    Software                                     $ 10,174     $11,452    $24,998    $ 23,662
    Support and services                           33,005      33,170     65,537      65,862
                                                 --------     -------    -------    --------
       Total revenues                              43,179      44,622     90,535      89,524
                                                 --------     -------    -------    --------

Cost of revenues:
    Software                                        1,199       1,895      2,479       3,707
    Support and services                           16,320      15,407     31,935      30,180
                                                 --------     -------    -------    --------
       Total cost of revenues                      17,519      17,302     34,414      33,887
                                                 --------     -------    -------    --------

Gross profit                                       25,660      27,320     56,121      55,637

Operating expenses:
    Sales and marketing                            13,351      13,835     28,582      27,545
    Product development                             6,958       7,097     13,738      14,103
    General and administrative                      4,459       4,389      8,937       8,854
    Amortization of other intangibles                  91         204        183         409
                                                 --------     -------    -------    --------
       Total operating expenses                    24,859      25,525     51,440      50,911
                                                 --------     -------    -------    --------

Income from operations                                801       1,795      4,681       4,726

    Interest income, net                              647         244      1,118         448
    Other(expense)/income, net                       (499)        113         71        (327)
                                                 --------     -------    -------    --------

Income before income taxes                            949       2,152      5,870       4,847

Provision for income taxes                            330         753      2,088       1,696
                                                 --------     -------    -------    --------

Net income                                       $    619     $ 1,399    $ 3,782    $  3,151
                                                 ========     =======    =======    ========

Net income per share, basic                      $   0.02     $  0.06    $  0.15    $   0.13
                                                 --------     -------    -------    --------
Net income per share, diluted                    $   0.02     $  0.05    $  0.15    $   0.12
                                                 --------     -------    -------    --------

Shares used to calculate net income per share
    Basic                                          25,238      24,796     25,141      24,712
    Diluted                                        25,727      25,460     25,559      25,326
</TABLE>

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

                                       4
<PAGE>

                               MRO SOFTWARE, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                      SIX MONTHS ENDED
                                                                          MARCH 31,
                                                                    ---------------------
                                                                      2005        2004
(IN THOUSANDS)                                                      ---------   ---------
<S>                                                                 <C>         <C>
Cash flows from operating activities:
  Net income                                                        $   3,782   $   3,151
  Adjustments to reconcile net income to net
    cash provided by operating activities:
    Depreciation                                                        1,564       2,329
    Amortization of other intangibles                                   1,221       1,821
    Amortization of premium on marketable securities                       86          70
    Loss on sale and disposal of property and equipment                    66           -
    Stock-based compensation                                               95         105
    Deferred income taxes                                                 762         358
    Changes in operating assets and liabilities:
      Accounts receivable                                               3,953        (847)
      Prepaid expenses and other assets                                  (221)     (1,238)
      Accounts payable, accrued expenses and other liabilities           (645)     (2,100)
      Accrued compensation                                             (2,974)     (1,754)
      Income taxes payable                                             (2,097)     (1,987)
      Deferred revenue                                                  2,975       1,318
                                                                    ---------   ---------
Net cash provided by operating activities                               8,567       1,226
                                                                    ---------   ---------

Cash flows from investing activities:
    Acquisitions of property and equipment and other
      capital expenditures                                             (2,187)     (2,555)
    Purchase of marketable securities                                 (36,664)    (31,200)
    Sale of marketable securities                                      43,094      10,875
                                                                    ---------   ---------
Net cash provided by/(used in) investing activities                     4,243     (22,880)
                                                                    ---------   ---------

Cash flows from financing activities:
    Proceeds from exercise of employee stock options
      stock purchases                                                   2,775       2,132
                                                                    ---------   ---------
Net cash provided by financing activities                               2,775       2,132
                                                                    ---------   ---------

Effect of exchange rate changes on cash                                   505       1,087
                                                                    ---------   ---------

Net increase/(decrease) in cash and cash equivalents                   16,090     (18,435)

Cash and cash equivalents, beginning of period                         56,982      73,662
                                                                    ---------   ---------

Cash and cash equivalents, end of period                            $  73,072   $  55,227
                                                                    =========   =========
</TABLE>

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

                                       5
<PAGE>

                               MRO SOFTWARE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (UNAUDITED)

A.    BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements include the
accounts of MRO Software, Inc. ("MRO") and its majority-owned subsidiaries
(collectively, the "Company"), as of March 31, 2005 and have been prepared by
the Company in accordance with generally accepted accounting principles for
interim reporting and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. All intercompany accounts and transactions have been eliminated.
In the opinion of management, the accompanying unaudited consolidated financial
statements contain all adjustments, consisting only of those of a normal
recurring nature, necessary for a fair presentation of the Company's financial
position, results of operations and cash flows at the dates and for the periods
indicated. The results of operations for the periods presented herein are not
necessarily indicative of the results of operations to be expected for the
entire fiscal year, which ends on September 30, 2005, or for any other future
period.

These consolidated financial statements should be read in conjunction with the
consolidated financial statements and notes thereto for the year ended September
30, 2004 included in the Company's Annual Report on Form 10-K filed with the
Securities and Exchange Commission on December 14, 2004.

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Certain prior year financial statement items have been reclassified to conform
to the current year's format.

B.    INCOME PER SHARE

Basic income per share is computed by dividing income or loss available to
common shareholders by the weighted average number of common shares outstanding.
Diluted income per share is computed by dividing income or loss available to
common shareholders by the weighted average number of common shares outstanding
plus dilutive potential common shares. For purposes of this calculation, stock
options are considered dilutive potential common shares in periods in which they
have a dilutive effect

Basic and diluted income per share are calculated as follows:

<TABLE>
<CAPTION>
                                                         THREE MONTHS ENDED
(in thousands, except per share data)                 03/31/05        03/31/04
                                                      --------        --------
<S>                                                   <C>             <C>
Net income                                            $    619        $  1,399
Denominator:
Weighted average common shares outstanding-basic        25,238          24,796
Effect of dilutive securities (1)                          489             664
                                                      --------        --------
Weighted average common shares outstanding-diluted      25,727          25,460
                                                      ========        ========
Net income per share, basic                           $   0.02        $   0.06
Net income per share, diluted                         $   0.02        $   0.05
</TABLE>

Page 6
<PAGE>

<TABLE>
<CAPTION>
                                                          SIX MONTHS ENDED
(in thousands, except per share data)                 03/31/05        03/31/04
                                                      --------        --------
<S>                                                   <C>             <C>
Net income                                            $  3,782        $  3,151
Denominator:
Weighted average common shares outstanding-basic        25,141          24,712
Effect of dilutive securities (1)                          418             614
                                                      --------        --------
Weighted average common shares outstanding-diluted      25,559          25,326
                                                      ========        ========
Net income per share, basic                           $   0.15        $   0.13
Net income per share, diluted                         $   0.15        $   0.12
</TABLE>

(1) Options to purchase 1,517,000 shares and 1,538,000 shares of the Company's
Common Stock for the three months ended March 31, 2005 and 2004, respectively,
and 1,728,000 shares and 1,543,000 shares for the six months ended March 31,
2005 and 2004, respectively, were outstanding but were not included in the
computations of diluted net income per share because the exercise price of the
options was greater than the weighted average market price of the common stock
during the period. Common stock equivalents of 489,000 shares and 664,000 shares
were included in the computation of diluted net income per share for the three
months ended March 31, 2005 and 2004, respectively, and 418,000 shares and
614,000 shares for the six months ended March 31, 2005 and 2004, respectively.

C.    ACCOUNTING POLICIES

STOCK-BASED COMPENSATION AND PRO FORMA INFORMATION

The Company complies with the pro forma disclosure requirements of the Financial
Accounting Standards Board ("FASB") SFAS No. 123, as amended by SFAS No. 148.
The fair value of the Company's stock options was estimated using the
Black-Scholes option-pricing model. This model was developed for use in
estimating fair value of traded options that have no vesting restrictions and
are fully transferable. This model requires the input of highly subjective
assumptions including the expected stock price volatility. Because the Company's
stock options have characteristics significantly different from those of traded
options, and because changes in the subjective input assumptions can materially
affect the fair value estimates, in management's opinion, the Black-Scholes
model does not necessarily provide a reliable single measure of the fair value
of its stock options. The following table illustrates the effect on net income
and earnings per share on a pro forma basis as if the Company had applied the
fair value recognition provisions of SFAS No.123 to stock-based employee
compensation.

<TABLE>
<CAPTION>
                                                         THREE MONTHS ENDED
                                                      03/31/05       03/31/04
(in thousands, except per share amounts)              --------       --------
<S>                                                   <C>            <C>
Net income
 As reported                                          $    619        $  1,399
 Add:  Stock-based employee compensation expense
  included in net income                                    47              54
 Deduct:  Stock-based employee compensation
  expense determined under the fair value based
  method for all awards, net of related tax effects       (981)         (1,230)
Pro forma net (loss)/ income                          $   (315)       $    223

Earnings/(loss) per share:
  Basic-as reported                                   $   0.02        $   0.06
  Basic-pro forma                                     $  (0.01)       $   0.01
  Diluted-as reported                                 $   0.02        $   0.05
  Diluted-pro forma                                   $  (0.01)       $   0.01
</TABLE>

Page 7
<PAGE>

<TABLE>
<CAPTION>
                                                           SIX MONTHS ENDED
                                                        03/31/05      03/31/04
(in thousands, except per share amounts)                --------     ----------
<S>                                                     <C>          <C>
Net income
 As reported                                            $  3,782     $   3,151
 Add:  Stock-based employee compensation expense
  included in net income                                      95           105
 Deduct:  Stock-based employee compensation
  expense determined under the fair value based
  method for all awards, net of related tax effects       (2,280)       (3,803)
Pro forma net income/(loss)                             $  1,597     $    (547)

Earnings/(loss) per share:
  Basic-as reported                                     $   0.15     $    0.13
  Basic-pro forma                                       $   0.06     $   (0.02)
  Diluted-as reported                                   $   0.15     $    0.12
  Diluted-pro forma                                     $   0.06     $   (0.02)
</TABLE>

With the exception of restricted stock awards to non-employee members of the
board of directors, no stock-based compensation cost is reflected in net income,
as all stock-based awards granted under the Company's plans consist of stock
options that have an exercise price equal to the market value of the underlying
common stock on the date of grant.

D.    COMPREHENSIVE INCOME:

The following table reflects the components of comprehensive net income:

<TABLE>
<CAPTION>
                                                               THREE MONTHS ENDED
                                                              03/31/05    03/31/04
(in thousands)                                                --------    --------
<S>                                                           <C>         <C>
Net income                                                    $    619    $  1,399
Other comprehensive net income,
 Net of tax:
  Unrealized (loss)/gain on securities arising during period       (67)        154
  Foreign currency translation adjustment                         (526)       (110)
                                                              --------    --------
Comprehensive income                                          $     26    $  1,443
                                                              ========    ========
</TABLE>

<TABLE>
<CAPTION>
                                                                SIX MONTHS ENDED
                                                              03/31/05    03/31/04
(in thousands)                                                --------    --------
<S>                                                           <C>         <C>
Net income                                                    $  3,782    $  3,151
Other comprehensive net income,
 Net of tax:
  Unrealized gain on securities arising during period               76          72
  Foreign currency translation adjustment                          520         776
                                                              --------    --------
Comprehensive income                                          $  4,378    $  3,999
                                                              ========    ========
</TABLE>

E.    SEGMENT INFORMATION, GEOGRAPHIC DATA AND MAJOR CUSTOMERS:

The Company reports revenues and income under one reportable industry segment.
The Company's management assesses operating results on an aggregate basis to
make decisions about the allocation of resources.

The Company manages its business in the following geographic areas: United
States, Other Americas (Canada and Latin America), Europe/Middle East and
Africa, and Asia Pacific.

Page 8
<PAGE>

A summary of the Company's revenues by geographical area is as follows:

<TABLE>
<CAPTION>
                                         THREE MONTHS ENDED
                                       03/31/05     03/31/04
(in thousands)                        ----------   ----------
<S>                                   <C>          <C>
Revenues:

     United States                    $   24,898   $   22,999
     Other Americas                        2,215        2,896
     Intercompany                          1,755        2,253
                                      ----------   ----------
     Subtotal                         $   28,868   $   28,148

     Europe/Middle East and Africa        12,474       15,493
     Asia/Pacific                          3,592        3,234
     Intercompany                         (1,755)      (2,253)
                                      ----------   ----------
     Total revenues                   $   43,179   $   44,622
                                      ==========   ==========
</TABLE>

<TABLE>
<CAPTION>
                                         SIX MONTHS ENDED
(in thousands)                         03/31/05     03/31/04
                                      ----------   ----------
<S>                                   <C>          <C>
Revenues:

     United States                    $   51,394   $   50,501
     Other Americas                        5,019        5,093
     Intercompany                          5,233        6,111
                                      ----------   ----------
     Subtotal                         $   61,646   $   61,705

     Europe/Middle East and Africa        26,911       28,065
     Asia/Pacific                          7,211        5,865
     Intercompany                         (5,233)      (6,111)
                                      ----------   ----------
     Total revenues                   $   90,535   $   89,524
                                      ==========   ==========
</TABLE>

The Company has subsidiaries in foreign countries, which sell the Company's
products and services in their respective geographic areas. Intercompany
revenues reflect our transfer pricing policies and primarily represent shipments
of software to international subsidiaries. Intercompany revenues are eliminated
from consolidated revenues.

F.    GOODWILL AND OTHER INTANGIBLE ASSETS

Changes in the amount of goodwill for the quarter ended March 31, 2005 are as
follows:

<TABLE>
<S>                                             <C>
Balance as of September 30, 2004                $ 46,768
Utilization of acquired net operating losses        (431)
                                                --------
Balance as of March 31, 2005                    $ 46,337
                                                ========
</TABLE>

Intangible assets as of March 31, 2005 and September 30, 2004 consist of the
following:

<TABLE>
<CAPTION>
                                  03/31/05     09/30/04
(in thousands)                   ----------   ----------
<S>                              <C>          <C>
Goodwill, net                    $   46,337   $   46,768
</TABLE>

Page 9
<PAGE>

<TABLE>
<S>                              <C>          <C>

Acquired technology                  16,654       16,654
Accumulated amortization            (12,710)     (11,673)
                                 ----------   ----------

Sub-total acquired technology         3,944        4,981
                                 ----------   ----------

Other intangibles                     2,611        2,711
Accumulated amortization             (2,235)      (2,151)
                                 ----------   ----------

Sub-total other intangibles             376          560
                                 ----------   ----------

Total intangible assets, net     $   50,657   $   52,309
                                 ==========   ==========
</TABLE>

Other intangibles consist of customer contracts, customer lists and non-compete
agreements.

Amortization expense of intangible assets was $610 thousand and $864 thousand
for the three months ended March 31, 2005 and 2004, respectively, and $1.2 and
$1.8 million for the six months ended March 31, 2005 and 2004, respectively.

As of March 31, 2005, remaining amortization expense on existing intangibles for
the next five years is as follows:

<TABLE>
<CAPTION>
(in thousands)
----------------------
<S>                              <C>
2005 (remaining 6 mos)           $    1,201
2006                                  1,565
2007                                    659
2008                                    659
2009                                    236
                                 ----------
Total                            $    4,320
                                 ----------
</TABLE>

G.    RECENT ACCOUNTING PRONOUNCEMENTS

In March 2005, the FASB issued FASB Interpretation No. 47, Accounting for
Conditional Asset Retirement Obligations (FIN 47). FIN 47 provides guidance
relating to the identification and recognition of legal obligations to perform
an asset retirement activity. FIN 47 requires recognition of a liability for the
fair value of a conditional asset retirement obligation when incurred if the
liability's fair value can be reasonably estimated. We are required to adopt the
provisions of FIN 47 by September 30, 2006. We do not expect FIN 47 to have a
material impact on our results of operations, financial position or cash flows.

In December 2004, the FASB issued a revised Statement of Financial Accounting
Standard (SFAS) No. 123, Share-Based Payment (FAS 123(R)). FAS 123(R) requires
public entities to measure the cost of employee services received in exchange
for an award of equity instruments based on the grant-date fair value of the
award and recognize the cost over the period during which an employee is
required to provide service in exchange for the award. In addition, in March
2005, the Securities and Exchange Commission issued Staff Accounting Bulletin
No. 107, Share-Based Payment (SAB 107). SAB 107 provides supplemental
implementation guidance on FAS 123(R), including guidance on valuation methods,
(including assumptions such as expected volatility and expected term),
classification of compensation expense, inventory capitalization of share-based
compensation cost, income tax effects, disclosures in Management's Discussion
and Analysis, and several other issues. Currently, we follow APB No. 25 which
does not require the recognition of compensation expense relating to the
issuance of stock options so long as the quoted market price of our stock at the
date of grant is less than or equal to the amount an employee must pay to
acquire the stock. However, other share-based awards such as restricted share
units and performance shares are currently expensed under the present rules. The
original FAS 123 requires footnote disclosure only of pro forma net income as if
a fair-value-based method had been used. In April 2005, the SEC amended the
compliance dates for FAS 123(R) from fiscal periods beginning after June 15,
2005 to fiscal years beginning after June 15, 2005. We will continue to account
for share-based compensation

Page 10
<PAGE>

using the intrinsic value method set forth in APB No. 25, until adoption of FAS
123 (R) on October 1, 2005. We are currently assessing the impact of FAS 123(R)
and SAB 107 on our financial statements.

In December 2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary Assets
(FAS 153) which eliminates the exception from fair value measurement for
nonmonetary exchanges of similar productive assets and replaces it with a
general exception from fair value measurement for exchanges of nonmonetary
assets that do not have commercial substance. We are required to adopt FAS 153
for nonmonetary asset exchanges occurring in the first quarter of fiscal year
2006 and its adoption is not expected to have a significant impact on our
results of operations, financial condition or cash flows.

In December 2004, the FASB issued Staff Position No. 109-1, Application of FASB
Statement No. 109, Accounting for Income Taxes, to the Tax Deduction on
Qualified Production Activities Provided by the American Jobs Creation Act of
2004. The Act provides a deduction for income from qualified domestic production
activities, which will be phased in from our fiscal year 2006 through 2011. In
return, the Act also provides for a two-year phase-out of the existing
extra-territorial income exclusion (ETI) for foreign sales that was viewed to be
inconsistent with international trade protocols by the European Union. In this
Staff Position, the FASB states that the deduction should be accounted for as a
special deduction, meaning that it should not reduce our statutory rate but
shall be recognized in the period when it is deductible on our tax return. We do
not expect the Staff Position to materially impact the financial position,
results of operations or cash flows for our fiscal year 2005.

In December 2004, the FASB issued Staff Position No. 109-2, Accounting and
Disclosure Guidance for the Foreign Earnings Repatriation Provision within the
American Jobs Creation Act of 2004. The Act contains a special one-time tax
deduction of 85% of certain foreign earnings that are repatriated from foreign
subsidiaries pursuant to new Internal Revenue Code Section 965. We may elect to
apply the provisions of the new code section for either our fiscal year 2005 or
2006. The deduction is subject to a number of limitations and, as of today,
uncertainty remains as to how to interpret numerous provisions in the Act. This
Staff Position allows companies additional time beyond the financial reporting
period of enactment to evaluate the effect of the Act. As such, we expect to
complete our evaluation of the effects of the repatriation provision during the
fourth quarter of fiscal year 2005 and have currently made no decisions on the
amounts of potential dividend repatriation. Until the evaluation is completed,
we will make no changes in our current intention to indefinitely reinvest
accumulated earnings of our foreign subsidiaries.

H.    GUARANTOR ARRANGEMENTS

We warrant that our software products will perform substantially in accordance
with the product specifications as contained in certain associated
documentation, which is provided with the products, for a period of ninety days
from initial delivery of the products to the customer. Our sole obligation under
this warranty is to use reasonable efforts to correct a verified problem that is
brought to our attention during the warranty period, or if we are unable to
provide a correction, we are obligated to accept the return of the product and
refund the license fee paid. We warrant that our professional services will be
provided in accordance with good professional practice, and that any software
developed by our services organization will perform substantially in accordance
with its approved specifications for a period of thirty days from initial
delivery of the services to the customer. Our sole obligation under this
warranty is to use reasonable efforts to correct a verified problem that is
brought to our attention during the warranty period, or if we are unable to
provide a correction, we are obligated to accept the return of the deliverables
and refund the fee paid for the services. If necessary, we would provide for the
estimated cost of product and services warranties based on specific warranty
claims and claim history. However, we have never incurred significant expense
under our product or services warranties, our liability for breach of warranty
is limited to the amount of the license or services fees actually paid, and we
maintain insurance covering such claims in an amount sufficient to cover a
refund of the license or services fees paid by any particular customer during
the last 12 months. As a result, we believe the estimated fair value of these
warranty obligations is minimal. Accordingly, we have no liabilities recorded
for these warranty obligations as of March 31, 2005.

Page 11
<PAGE>

Under our standard end-user license agreement, we agree to indemnify our
customers against infringement claims that may be brought by third parties
asserting that our products infringe on certain intellectual property rights. In
our services agreements with customers, we will also, as a matter of standard
practice, agree to indemnify customers (a) against claims that may be brought by
third parties asserting that the results of our services infringe on certain
intellectual property rights, (b) against damages caused by our breach of
certain confidentiality provisions in the contract, and (c) against damages to
personal property, and death, caused by our services personnel while on-site at
customer premises. These indemnification provisions are generally based on our
standard contractual terms. All such provisions, whether based on our standard
contracts or negotiated with a given customer, are entered into in the normal
course of business based on an assessment that the risk of loss is remote. The
terms of the indemnifications as negotiated may vary in duration and nature, and
our obligations to indemnify may be unlimited as to amount. There have been no
demands for indemnity and the contingencies triggering the obligation to
indemnify have not occurred to our knowledge and are not expected to occur. The
Company maintains insurance that covers such indemnification obligations, and
the amount of coverage that we maintain is sufficient to cover a refund of the
license and services fees received from any particular customer during the last
12 months. Historically, the Company has not made any material payments pursuant
to any such indemnity obligations. Accordingly, we have no liabilities recorded
for any such indemnity obligations as of March 31, 2005.

When we acquire a business or a company, we may assume liability for certain
events or occurrences that took place prior to the date of acquisition. The
maximum potential amount of future payments we could be required to make for
such obligations is undeterminable at this time. All of these obligations were
grand-fathered under the provisions of FIN No. 45 as they were in effect prior
to December 31, 2002. Accordingly, we have no liabilities recorded for the
assumption of any such liabilities as of March 31, 2005.

I.    PROVISION FOR INCOME TAXES

We are subject to continuous examinations of our income tax returns by the
Internal Revenue Service. The Company is currently undergoing an income tax
audit with the Internal Revenue Service. We believe that we have provided
sufficiently for all audit exposures. A favorable settlement of this audit or
the expiration of the statute of limitations on the assessment of income taxes
for any tax year may result in a reduction of future tax provisions, which could
be significant. The Company expects to recognize any such benefit upon
expiration of the statute of limitations.

Page 12
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

FORWARD-LOOKING STATEMENTS

In addition to historical information, this Quarterly Report on Form 10-Q, as
well as documents incorporated herein by reference, may contain forward-looking
statements (within the meaning of section 27A of the Securities Act of 1933, as
amended, and section 21E of the Securities Exchange Act of 1934, as amended).
The following and similar expressions identify forward-looking statements:
"expects," "anticipates," and "estimates." Forward-looking statements include,
without limitation, statements related to: our plans, objectives, expectations
and intentions; the timing of, availability and functionality of products under
development or recently introduced; and market and general economic conditions.
Important factors that could cause actual results to differ materially from
those suggested by the forward-looking statements for various reasons, include
those discussed under the heading "Factors Affecting Future Performance" below.
These forward-looking statements speak only as of the date of this Quarterly
Report, and we disclaim any obligation to update such forward looking statements
as a result of any change in circumstances or otherwise.

OVERVIEW

MRO Software, Inc. is the leading global provider of strategic asset and service
management solutions. In March 2005, we released our new generation of products,
Maximo Enterprise Suite (MXES). MXES is a comprehensive suite of products built
on a single, common platform. It combines enhanced Enterprise Asset Management
(EAM) functionality with new service management capabilities that together
improve the effectiveness of asset management strategies. MXES includes Maximo
and Maximo Enterprise for traditional assets and service management (Maximo EAM)
and our ITAM products: Discovery for autodiscovery of IT assets, Maximo Asset
Center for advanced IT asset management and Maximo Service Center, a
full-featured service desk based on the IT Infrastructure Library (ITIL)
guidelines. Each product of MXES can be implemented separately as a stand-alone
solution or deployed together. In addition, we also offer several industry
specific solutions based on the Maximo platform and incorporating specific
functionality delivered through either technology partnerships or integrations.
Industry specific solutions include Nuclear Power, Transportation, Oil & Gas,
Transmission and Distribution (Utilities) and Pharmaceuticals. The Company will
continue to sell and support certain prior versions of Maximo Enterprise (EAM)
and Maximo MainControl (ITAM). Using our products and services, our customers
improve production reliability, labor efficiency, material optimization,
software license compliance, lease management, warranty and service management
and provisioning across their critical asset bases.

We report all our revenues in one reportable business segment. Our management
assesses operating results on an aggregate basis to make decisions about the
allocation of resources. Our actual results are reported in United States
dollars. International revenues accounted for 42% and 48% of total revenues for
the three months ended March 31, 2005 and 2004, respectively, and 43% and 44%
for the six months ended March 31, 2005 and 2004, respectively, and, therefore,
the fluctuation in exchange rates can have a significant impact on our results
of operations. In the three and six months ended March 31, 2005, the fluctuation
in the Euro dollar and the British pound, in particular, had a favorable impact
on our revenue results. We assess the impact of foreign currency exchange rates
on our business, primarily revenues, by recalculating the current period's
financial results using the comparable period's exchange rates to devise a
constant currency rate in order to compare period over period results. We
believe that this non-GAAP financial measure provides useful information to
management and investors since it reflects performance of our international
territories without the effect of exchange rates. Total actual revenues
decreased 3% for the three months ended March 31, 2005 compared to the three
months ended March 31, 2004, but increased 1% for the six months ended March 31,
2005 as compared to the six months ended March 31, 2004. However, in constant
currency terms, the actual revenues decreased approximately 5% for the three
months ended March 31, 2005 and 2% for the six months ended March 31, 2005. The
exchange rates had a similar impact on direct and operating expenses, and,
therefore, the overall impact on net income was immaterial for the three and six
months ended March 31, 2005.

Page 13
<PAGE>

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our discussion and analysis of our financial condition and results of operations
are based upon our consolidated financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United States
of America. The preparation of these financial statements requires that
management make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses. These estimates and assumptions are
affected by management's application of accounting policies.

Critical accounting policies, in which different judgments and estimates by our
management could materially affect our reported condition and results of
operations, include revenue recognition, estimating the allowance for doubtful
accounts, deferred tax assets, and the valuation of long-lived assets. These
critical accounting policies and estimates should be read in conjunction with
the critical accounting policies and estimates included in our Annual Report on
Form 10-K filed with the Securities and Exchange Commission on December 14,
2004. We include and update critical accounting policies and estimates in
interim periods if a new critical accounting policy is adopted or amended or if
there are material changes in related judgments or conditions underlying our
estimates in the interim period.

RESULTS OF OPERATIONS

REVENUES

<TABLE>
<CAPTION>
                                 Three                Three        Six                     Six
                                 Months               Months      Months                  Months
                                 Ended      Change    Ended       Ended       Change      Ended
(in thousands)                  03/31/05      %      03/31/04    03/31/05       %        03/31/04
----------------------------    --------    ------   --------    --------    --------    --------
<S>                             <C>         <C>      <C>         <C>         <C>         <C>
Software licenses                $10,174     (11)%   $11,452     $24,998        6%       $23,662
Percentage of total revenues          24%                 26%         28%                     26%

Support revenues                 $ 18,865      5%    $17,908     $37,454        7%       $35,151
Percentage of total revenues          43%                 40%         41%                     39%

Service revenues                 $ 14,140     (7)%   $15,262     $28,083       (9)%      $30,711
Percentage of total revenues          33%                 34%         31%                     35%

Total revenues                   $ 43,179     (3)%   $44,622     $90,535        1%       $89,524
</TABLE>

Our revenues are derived primarily from two sources: (i) software licenses, and
(ii) fees for support and services.

Software license revenues decreased 11% for the three months ended March 31,
2005 compared to the three months ended March 31, 2004, but increased 6% for the
six months ended March 31, 2005 compared to the six months ended March 31, 2004.
Using constant currency rates, software license revenues decreased approximately
12% for the three months ended March 31, 2005, but and increased approximately
3% for the six months ended March 31, 2005. Maximo EAM software license revenues
comprise 95% and 98% of total software revenues for the three months ended March
31, 2005 and 2004, respectively, and 97% and 96% for the six months ended March
31, 2005 and 2004, respectively. Maximo EAM software license revenues decreased
14% for the three months ended March 31, 2005 compared to the three months ended
March 31, 2004 and increased 6% for the six months ended March 31, 2005 compared
to the six months ended March 31, 2004. The decrease in the three months ended
March 31, 2005 is attributable to lower than expected sale of software licenses
due to unfavorable timing of closing software sales during the quarter. The
increase in the six months ended March 31, 2005 was attributable to enhancements
to the product, namely Maximo Industry Solutions that target specific vertical
markets that resulted in three software license sales over $1.0 million. Maximo
ITAM software license revenues increased 124% ($309 thousand) for the three
months ended March 31, 2005 compared to the three months ended March 31, 2004
and declined 14% ($128 thousand) for the six months ended March 31, 2005
compared to the six months ended March 31, 2004.

Page 14
<PAGE>

Historically, Maximo ITAM software licenses have fluctuated from quarter to
quarter; and we expect that this trend will continue over the next few quarters
as a result of the release of our new generation of products, Maximo Enterprise
Suite (MXES) in March 2005. We expect little or no revenue impact from this new
release until the second half of fiscal year 2005.

Support revenues increased 5% for the three months ended March 31, 2005 compared
to the three months ended March 31, 2004 and increased 7% for the six months
ended March 31, 2005 compared to the six months ended March 31, 2004. Using
constant currency rates, support revenues increased approximately 3% for the
three months ended March 31, 2005 and 4% for the six months ended March 31,
2005. Support revenues have increased as a result of a cumulative increase in
the number of Maximo EAM licenses and a strong renewal rate (90%) for support
contracts. Maximo EAM support revenues comprised 97% and 96% of total support
revenues for the three months ended March 31, 2005 and 2004, respectively and
97% and 95% for the six months ended March 31, 2005 and 2004, respectively.
Maximo EAM support revenues increased 6% for the three months ended March 31,
2005 compared to the three months ended March 31, 2004 and increased 9% for the
six months ended March 31, 2005 as compared to the six months ended March 31,
2004. Maximo ITAM support revenues decreased 20% for the three months ended
March 31, 2005 compared to the three months ended March 31, 2004 and decreased
30% for the six months ended March 31, 2005 compared to the six months ended
March 31 2004 due to termination of contracts without commensurate replacements
from new customers.

Service revenues decreased 7% for the three months ended March 31, 2005 compared
to the three months ended March 31, 2004 and decreased 9% for the six months
ended March 31, 2005 compared to the six months ended March 31, 2004. Using
constant currency rates, service revenues decreased approximately 9% for the
three months ended March 31, 2005 and 12% for the six months ended March 31,
2005. The decrease in service revenues for these periods were due to the
following: (1) a decline in Maximo ITAM service revenues related to the
fluctuation of sales of ITAM software licenses of 22% for the three months ended
March 31, 2005 and 24% for the six months ended March 31, 2005, and (2) a
decline in Maximo EAM service revenues of 7% for the three months ended March
31, 2005 and 8% for the six months ended March 31, 2005 due primarily to the
conclusion of a multi-year engagement that had been generating $1 to $2 million
of revenue per quarter for the previous two years. Overall, our services
business operates in a highly competitive industry and there are numerous
independent consulting firms who implement our Maximo products and compete for
our services business.

COST OF REVENUES

<TABLE>
<CAPTION>
                                       Three                Three       Six                   Six
                                       Months               Months      Months                Months
                                       Ended      Change    Ended       Ended      Change     Ended
(in thousands)                        03/31/05      %      03/31/04    03/31/05       %      03/31/04
----------------------------------    --------    ------   --------    --------    ------    --------
<S>                                   <C>         <C>      <C>         <C>         <C>       <C>
Cost of software licenses revenues     $ 1,199     (37)%    $ 1,895     $ 2,479      (33)%    $ 3,707
Percentage of software license
 revenues                                   12%                  17%         10%                   16%

Cost of support revenues               $ 2,964       7%     $ 2,783     $ 5,845       10%     $ 5,305
Percentage of support revenues              16%                  16%         16%                   15%

Cost of services revenues              $13,356       6%     $12,624     $26,090        5%     $24,875
Percentage of services revenues             94%                  83%         93%                   81%

Total cost of revenues                 $17,519       1%     $17,302     $34,414        2%     $33,887
Percentage of total revenues                41%                  39%         38%                   38%
</TABLE>

Cost of software license revenues consists of software purchased for resale,
royalties paid to vendors of third-party software, the cost of software product
packaging and media, certain employee costs related to

Page 15
<PAGE>

software duplication, packaging and shipping and amortization of acquired
technology. The 37% decrease in the cost of software license revenues for the
three months ended March 31, 2005 compared to the three months ended March 31,
2004 was due to a decline in purchases of third-party software related to our
Maximo Mobile Suite product. The 33% decrease for the six months ended March 31,
2005 compared to the six months ended March 31, 2004 was due to a decline in
purchases of third-party software related to our Maximo Mobile Suite product and
a decrease in royalties paid to third-party software vendors. Also contributing
to the decrease in cost of revenue is the decrease in amortization of acquired
technology due to the completion of amortization of fully amortized assets.
Amortization of acquired technology amounted to $519 thousand and $659 thousand
for the three months ended March 31, 2005 and 2004, respectively and $1.0
million and $1.4 million for the six months ended March 31, 2005 and 2004,
respectively.

Cost of support and services consists primarily of personnel costs for employees
and the related costs of benefits and facilities, costs for utilization of
third-party consultants and costs to support the MRO Operations Center. Cost of
support revenues increased 7% for the three months ended March 31, 2005 compared
to the three months ended March 31, 2004 and increased 10% for the six months
ended March 31, 2005 compared to the six months ended March 31, 2004. The
increases for the three and six months ended March 31, 2005 as compared to the
three and six months ended March 31, 2004 were primarily attributable to
increases in renewals of third-party support contracts related to the Maximo
Mobile Suite product and general increases in salaries and related benefits,
partially offset by a decrease in general operating expenses. Cost of support
revenues, as a percentage of total support revenues, was 16% for both the three
months ended March 31, 2005 and 2004, respectively, and 16% and 15% for the six
months ended March 31, 2005 and 2004, respectively.

Cost of service revenues increased 6% for the three months ended March 31, 2005
as compared to the three months ended March 31, 2004 and increased 5% for the
six months ended March 31, 2005 as compared to the six months ended March 31,
2004. Cost of service revenues, as a percentage of total service revenues was
94% and 83% for the three months ended March 31, 2005 and 2004, respectively,
and 93% and 81% for the six months ended March 31, 2005 and 2004, respectively.
The increases for the three and six months ended March 31, 2005 as compared to
the three and six months ended March 31, 2004 were attributable to an increase
in service incentives, travel and entertainment expenses related to worldwide
professional services meetings, salaries and related benefits and an increase in
the utilization of third party consultants implementing our products, partially
offset by decreases in reimbursable expenses.

OPERATING EXPENSES

<TABLE>
<CAPTION>
                                      Three                   Three        Six                  Six
                                      Months                  Months      Months               Months
                                      Ended        Change     Ended       Ended      Change    Ended
(in thousands)                       03/31/05         %      03/31/04    03/31/05       %     03/31/04
---------------------------------    --------      ------    --------    --------    ------   --------
<S>                                  <C>           <C>       <C>         <C>         <C>      <C>
Sales and marketing                   $13,351        (3)%     $13,835     $28,582      4%     $27,545
Percentage of total revenues               31%                     31%         32%                 31%

Product development                   $ 6,958        (2)%     $ 7,097     $13,738     (3)%    $14,103
Percentage of total revenues               16%                     16%         15%                 16%

General and administrative            $ 4,459         2%      $ 4,389     $ 8,937      1%     $ 8,854
Percentage of total revenues               10%                     10%         10%                 10%

Amortization of other intangibles     $    91       (55)%     $   204     $   183    (55)%    $   409
Percentage of total revenues                1%                      1%          1%                  1%
</TABLE>

Sales and marketing expenses decreased 3% for the three months ended March 31,
2005 compared to the three months ended March 31, 2004 and increased 4% for the
six months ended March 31, 2005 as compared to the six months ended March 31,
2004. The decrease for the three months ended March 31, 2005 as compared to the
three months ended March 31, 2004 was primarily attributable to a decrease in
sales commissions due to a decrease in software license sales and a general
decrease in overall sales and

Page 16
<PAGE>

marketing expenses, offset by an increase in salaries and related benefits. The
increase for the six months ended March 31, 2005 as compared the six months
ended March 31, 2004 was primarily attributable to an increase in salaries and
related benefits, an increase in advertising expenses to market new products
(MXES), and costs to recruit a new Vice President of Worldwide Sales, partially
offset by a general decrease in overall sales and marketing expenses.

Product development expenses decreased 2% for the three months ended March 31,
2005 compared to the three months ended March 31, 2004 and decreased 3% for the
six months ended March 31, 205 as compared to the six months ended March 31,
2004. Product development expense as a percentage of total revenues was 16% for
both the three months ended March 31 2005 and 2004, respectively and 15% and 16%
for the six months ended March 31, 2005 and 2004, respectively. The decreases as
a percentage of sales were primarily attributable to decreases in the costs to
translate our products into foreign languages. Expenditures for translation of
our products are dependent on the release cycles of our foreign language
versions. The decreases were partially offset by an increase in salaries and
related benefits due to an increase in head count. We have developed several
industry specific solutions based on the Maximo platform and incorporating
specific functionality delivered through either technology partnerships or
integrations. Industry specific solutions include Nuclear Power, Transportation,
Oil & Gas, Transmission and Distribution (Utilities) and Pharmaceuticals. In
March 2005, we released our new generation of products, Maximo Enterprise Suite
(MXES). MXES is a comprehensive suite of products that are built on a single,
common platform combining enhanced Enterprise Asset Management (EAM)
functionality, new service management capabilities and IT Asset and Service
Management that together improve the effectiveness of asset management
strategies.

General and administrative expenses increased 2% for the three months ended
March 31, 2005 as compared to the three months ended March 31, 2004 and
increased 1% for the six months ended March 31, 2005 as compared to the six
months ended March 31, 2004. General and administrative costs have mainly
increased due to the costs for the assessment of internal controls in order to
comply with the Sarbanes-Oxley Act of 2002. General and administrative expenses,
as a percentage of total revenues, was 10% for both the three and six months
ended March 31, 2005 and 2004.

The decrease in amortization of other intangibles expense for the three and six
months ended March 31, 2005 and 2004, respectively, was due to cessation of
amortization for fully amortized assets.

NON-OPERATING INCOME/EXPENSES

<TABLE>
<CAPTION>
                                Three               Three      Six                  Six
                                Months              Months    Months               Months
                                Ended    Change     Ended     Ended     Change     Ended
(in thousands)                 03/31/05    %       03/31/04  03/31/05     %       03/31/04
---------------------------    --------  ------    --------  --------   ------    --------
<S>                            <C>       <C>       <C>       <C>        <C>       <C>
Interest income, net           $    647     165%   $    244  $  1,118      150%   $   448
Other (expense)/income, net    $   (499)   (542)%  $    113  $     71     (122)%  $  (327)
</TABLE>

Interest income is attributable to interest earned on marketable securities and
cash and cash equivalents. We invest a large portion of our cash in marketable
securities such as United States treasury and treasury-backed instruments,
municipal bonds and highly rated conservative corporate bonds. We were able to
earn more income in the three and six months ended March 31, 2005 as compared to
the three and six months ended March 31, 2004 because we invested more cash into
higher yielding securities, mostly higher yielding U.S. bonds. The change in
other income was primarily due to a swing in foreign currency transaction gains
and losses. We reported net currency transaction losses of $534 thousand for the
three months ended March 31, 2005 compared to net currency transaction losses of
$130 thousand for the three months ended March 31, 2004 and net currency
transaction gains of $138 thousand for the six months ended March 31, 2005
compared to net currency transaction losses of $576 thousand for the six months
ended March 31, 2004. We have no foreign exchange contracts at the present time.
Transaction gains and losses are primarily attributable to settlement of foreign
intercompany account balances.

Page 17
<PAGE>

INCOME TAXES

Our effective tax rate was 35% for both the three months ended March 31, 2005
and 2004, respectively, and 36% and 35% for the six months ended March 31, 2005
and 2004, respectively. The tax provision was calculated on income generated in
domestic and foreign tax jurisdictions and on changes in our net deferred tax
assets and liabilities.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2005, we had cash and cash equivalents of $73.1 million,
marketable securities of $45.0 million and working capital of $ 90.5 million.

Cash provided by operations was $8.6 million for the six months ended March 31,
2005 primarily attributable to income generated from operations and collection
of accounts receivable.

Cash provided by investing activities was $4.2 million for the six months ended
March 31, 2005 and was primarily provided by the sales and maturities of
marketable securities, offset by the purchase of marketable securities and
capital expenditures.

Cash provided by financing activities was $2.8 million for the six months ended
March 31, 2005 and represents proceeds from our employee stock option and
purchase plans.

As of March 31, 2005, our principal commitments consist primarily of office
space and equipment operating leases for our U.S. and European headquarters. Our
corporate headquarters are under a lease through December 31, 2009. We lease our
other facilities and certain equipment under non-cancelable operating lease
agreements that expire at various dates through June 30, 2019.

We may use a portion of our cash to acquire additional businesses, products or
technologies complementary to our business. We also plan to make investments
over the next year in our products and technology.

We expects that our cash flow from operations, together with our current cash
and marketable securities, will be sufficient to meet our working capital and
capital expenditure requirements through at least March 31, 2006. Our liquidity
and working capital requirements, including the current portions of any
long-term commitments, are satisfied through its cash flow from operations,
leaving our cash reserves available for acquisitions, other investments and
unanticipated expenditures. We have no long-term debt obligations. The factors
that might impact our cash flows include those that might impact our business
and operations generally, as described below under the heading "Factors
Affecting Future Performance."

NEW ACCOUNTING PRONOUNCEMENTS

In March 2005, the FASB issued FASB Interpretation No. 47, Accounting for
Conditional Asset Retirement Obligations (FIN 47). FIN 47 provides guidance
relating to the identification and recognition of legal obligations to perform
an asset retirement activity. FIN 47 requires recognition of a liability for the
fair value of a conditional asset retirement obligation when incurred if the
liability's fair value can be reasonably estimated. We are required to adopt the
provisions of FIN 47 by September 30, 2006. We do not expect FIN 47 to have a
material impact on our results of operations, financial position or cash flows.

In December 2004, the FASB issued a revised Statement of Financial Accounting
Standard (SFAS) No. 123, Share-Based Payment (FAS 123(R)). FAS 123(R) requires
public entities to measure the cost of employee services received in exchange
for an award of equity instruments based on the grant-date fair value of the
award and recognize the cost over the period during which an employee is
required to provide service in exchange for the award. In addition, in March
2005, the Securities and Exchange Commission issued Staff Accounting Bulletin
No. 107, Share-Based Payment (SAB 107). SAB 107 provides

Page 18

<PAGE>

supplemental implementation guidance on FAS 123(R), including guidance on
valuation methods, (including assumptions such as expected volatility and
expected term), classification of compensation expense, inventory capitalization
of share-based compensation cost, income tax effects, disclosures in
Management's Discussion and Analysis, and several other issues. Currently, we
follow APB No. 25 which does not require the recognition of compensation expense
relating to the issuance of stock options so long as the quoted market price of
our stock at the date of grant is less than or equal to the amount an employee
must pay to acquire the stock. However, other share-based awards such as
restricted share units and performance shares are currently expensed under the
present rules. The original FAS 123 requires footnote disclosure only of pro
forma net income as if a fair-value-based method had been used. In April 2005,
the SEC amended the compliance dates for FAS 123(R) from fiscal periods
beginning after June 15, 2005 to fiscal years beginning after June 15, 2005. We
will continue to account for share-based compensation using the intrinsic value
method set forth in APB No. 25, until adoption of FAS 123 (R) on October 1,
2005. We are currently assessing the impact of FAS 123(R) and SAB 107 on our
financial statements.

In December 2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary Assets
(FAS 153) which eliminates the exception from fair value measurement for
nonmonetary exchanges of similar productive assets and replaces it with a
general exception from fair value measurement for exchanges of nonmonetary
assets that do not have commercial substance. We are required to adopt FAS 153
for nonmonetary asset exchanges occurring in the first quarter of fiscal year
2006 and its adoption is not expected to have a significant impact on our
results of operations, financial condition or cash flows.

In December 2004, the FASB issued Staff Position No. 109-1, Application of FASB
Statement No. 109, Accounting for Income Taxes, to the Tax Deduction on
Qualified Production Activities Provided by the American Jobs Creation Act of
2004. The Act provides a deduction for income from qualified domestic production
activities, which will be phased in from our fiscal year 2006 through 2011. In
return, the Act also provides for a two-year phase-out of the existing
extra-territorial income exclusion (ETI) for foreign sales that was viewed to be
inconsistent with international trade protocols by the European Union. In this
Staff Position, the FASB states that the deduction should be accounted for as a
special deduction, meaning that it should not reduce our statutory rate but
shall be recognized in the period when it is deductible on our tax return. We do
not expect the Staff Position to materially impact the financial position,
results of operations or cash flows for our fiscal year 2005.

In December 2004, the FASB issued Staff Position No. 109-2, Accounting and
Disclosure Guidance for the Foreign Earnings Repatriation Provision within the
American Jobs Creation Act of 2004. The Act contains a special one-time tax
deduction of 85% of certain foreign earnings that are repatriated from foreign
subsidiaries pursuant to new Internal Revenue Code Section 965. We may elect to
apply the provisions of the new code section for either our fiscal year 2005 or
2006. The deduction is subject to a number of limitations and, as of today,
uncertainty remains as to how to interpret numerous provisions in the Act. This
Staff Position allows companies additional time beyond the financial reporting
period of enactment to evaluate the effect of the Act. As such, we expect to
complete our evaluation of the effects of the repatriation provision during the
fourth quarter of fiscal year 2005 and have currently made no decisions on the
amounts of potential dividend repatriation. Until the evaluation is completed,
we will make no changes in our current intention to indefinitely reinvest
accumulated earnings of our foreign subsidiaries.

FACTORS AFFECTING FUTURE PERFORMANCE

The nature of forward-looking information is that such information involves
significant assumptions, risks and uncertainties. Certain of our public
documents and statements made by our authorized officers, directors, employees,
agents and representatives acting on our behalf may include forward-looking
information which will be influenced by the factors described below and by other
assumptions, risks and uncertainties. Forward-looking information is based on
assumptions, estimates, forecasts and projections regarding our future results
as well as the future effectiveness of our strategic plans and our operational
decisions. Forward-looking statements made by or on behalf of us are subject to
the risk that the forecasts, projections and expectations of management, or
assumptions underlying such forecasts, projections and expectations, may prove
to be inaccurate. Accordingly, actual results and our implementation of our
plans and operations may differ materially from forward-looking statements made
by or on behalf of us. The

Page 19

<PAGE>

following discussion identifies certain important factors that could affect our
actual results and actions and could cause such results and actions to differ
materially from forward-looking statements.

WE DEPEND SUBSTANTIALLY ON OUR MAXIMO EAM PRODUCT.

Most of our revenues are derived from the licensing of our Maximo EAM family of
products and sales of related services and support. Our financial performance
depends largely on continued market acceptance of these products. We believe
that continued market acceptance and our revenue stability and growth will
largely depend on our ability to continue to enhance and broaden the
capabilities of these products. If we are unable to continue to enhance and
improve Maximo EAM so that it delivers the capabilities required by existing and
potential customers and remains competitive with other products in the market,
or if a trend emerges such that customers decide to consolidate their IT systems
and eliminate their standalone or "best-of-breed" EAM application software
altogether, our revenues, margins and results of operations and financial
condition may be materially and adversely affected.

THE TRADITIONAL MARKET FOR OUR MAXIMO EAM PRODUCT IS MATURE AND SATURATED AND
PRESENTS LIMITED OPPORTUNITY FOR GROWTH.

Maximo has been the industry-leading plant floor capital asset maintenance
product for a number of years, and we have acquired a large number of customers
in this market. However, most large industrial organizations have made
significant investments in systems that support the maintenance of their capital
assets, and opportunities for new Maximo sales in the EAM market are in a state
of continuous decline. In addition, the emergence and growth of this market have
attracted a large number of competitors, and most of the largest software
companies that sell into complementary markets have developed competing asset
maintenance products. It is likely that this market will continue to mature,
there will be fewer sales opportunities for the Company, and competitive forces
will put downward pressure on our average sales prices and rates of success. To
be competitive in the EAM market, we have made significant investments in Maximo
EAM to meet the needs of specific industries in which we have a presence, such
as the nuclear, transportation, power generation, transmission and distribution,
and other industries. We refer to these industry-specific Maximo offerings as
"Industry Solutions." While we continue to strengthen our Maximo EAM offering,
these efforts may not be sufficient to overcome the effects of maturity and
saturation in our traditional market, and our revenues, margins, results of
operation and financial condition may be materially and adversely affected.

OUR EFFORTS TO REACH INTO NEW MARKETS WITH NEW PRODUCTS MAY NOT BE SUCCESSFUL.

Given the maturity and saturation of the traditional EAM market, in order to
maintain revenues at their current levels and to grow our business, we are
attempting to broaden our product offerings and find additional sources of
revenues. We are attempting, through acquisitions and internal development, to
deliver products that address markets that are new to us, such as the ITAM and
Help Desk and Service Desk markets. The culmination of these efforts will be
embodied in Maximo Enterprise Suite (MXES), which was released in March 2005.
Our development of MXES and of our Maximo EAM Industry Solutions, and our
ability to derive revenue and grow, is subject to the following risks, among
others:

      -     We may not be able to develop and market our new products on time,
            with acceptable quality or with functions and features that meet the
            requirements of customers in these markets.

      -     The MXES products may not contain all of the functionality deemed
            necessary by prospective buyers in these markets.

      -     It is possible that our sales, service or support personnel may not
            be adequately trained and/or staffed to sell, implement or support
            the new products. Newly developed products require a higher level of
            development, distribution and support expenditures in the early
            stages of their product life cycles.

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<PAGE>

      -     In the event that our development efforts are not progressing as
            intended, or if our new product releases or technologies are not
            successful in the markets they are intended to address, we may
            increase our rate of expenditure in this area over and above the
            level of investment experienced in the past or previously projected,
            which could have a material adverse affect on our results of
            operation or financial condition.

      -     The launch of MXES may not result in any new revenues while serving
            as a major distraction from our efforts to maintain revenues at
            current levels in our traditional EAM market.

      -     Our positioning of the combination of our traditional EAM products
            and our ITAM products in a single offering as a logical suite of
            products may not be accepted in the marketplace. As a result of this
            and other factors, we may not be able to benefit from the trend
            among customers to consolidate their information technology (IT)
            systems, and we may not be successful in our attempts to sell our
            new products into our existing accounts, or our traditional EAM
            products to customers primarily interested in our new products.

If any of our newly developed products do not gain market acceptance and
generate revenues from new industries or markets, we may not be able to grow our
business or maintain revenues at current levels, and our revenues, margins,
results of operations and financial condition may be materially and adversely
affected.

IF WE ARE UNABLE TO KEEP PACE WITH THE RAPID CHANGES IN TECHNOLOGY AND CUSTOMER
DEMAND THAT CHARACTERIZE OUR INDUSTRY, OUR COMPETITIVE POSITION COULD BE
IMPAIRED.

The computer software industry is characterized by rapid technological advances,
changes in customer requirements and frequent product introductions and
enhancements by us and by our competitors. Our success depends on our abilities
to enhance our current products, to develop and introduce new products that keep
pace with technological developments, to respond to evolving customer
requirements and changing industry standards, to offer functionality and other
innovations that are unique to our products and superior to those of our
competitors, and ultimately to achieve market acceptance. In particular, we
believe that we must continue to innovate and develop new functionality, to
respond quickly to users' needs for new functionality and to advances in
hardware and operating systems, and that we must continue to create products
that conform to industry standards regarding the communication and
interoperability among software, hardware and communications products of many
different vendors. If we fail to anticipate or respond adequately to
technological developments and changes in market definitions or changes in
customer requirements within particular market segments, or if we have any
significant delays in product development or introduction, then we could lose
competitiveness and revenues.

OUR SALES EFFORTS DEPEND IN PART ON STRATEGIC RELATIONSHIPS WITH OTHER
COMPANIES.

We have entered into strategic relationships with various larger companies, such
as HP, IBM and SAIC. In order to generate revenue through these relationships,
each party must coordinate with and support the other's sales and marketing
efforts, and each party must make significant sales and marketing investments.
Our ability to generate revenues through these relationships depends in large
part upon the efforts of these other companies, which are outside of our
control. The efforts of these companies may in turn be influenced by factors
internal to these companies, or by developments in their respective industries
or markets, that we fail to anticipate.

OUR QUARTERLY OPERATING RESULTS ARE SUBJECT TO FLUCTUATIONS AND TO SEASONAL
VARIATION.

We have experienced, and may in the future experience, significant
period-to-period fluctuations in revenues and operating results. In addition,
our quarterly revenues and operating results have fluctuated historically due to
the number and timing of product introductions and enhancements, customers
delaying their purchasing decisions in anticipation of new product releases, the
budgeting and purchasing cycles of customers, the timing of product shipments
and the timing of marketing and product development expenditures. We typically
realize a significant portion of our revenue from sales of software licenses in
the

Page 21

<PAGE>

last two weeks of each quarter, frequently even in the last few days of a
quarter. Failure to close a small number of large software license contracts may
have a significant impact on revenues for the quarter and could, therefore,
result in significant fluctuations in quarterly revenues and operating results,
and divergence of those results from our expectations. Accordingly, we believe
that period-to-period comparisons of results of operations are not necessarily
meaningful and should not be relied upon as an indication of future performance.

WE FACE INTENSE COMPETITION IN THE MARKETS WE SERVE.

The markets for strategic asset management software such as Maximo EAM, Maximo
ITAM and Maximo Enterprise Suite (MXES) are fragmented by geography, by market
and industry segments, by hardware platform and by industry orientation, and are
characterized by a large number of competitors including both independent
software vendors and certain ERP vendors. Independent software vendors include
DataStream Systems, Inc. and Indus International, Inc. We also compete with
integrated ERP systems, which include integrated maintenance modules offered by
several large vendors, such as SAP and Oracle. In the ITAM market we compete
with companies such as Peregrine Systems, Computer Associates and BMC Software.
MXES will compete with all of these companies, plus additional companies, in the
Help Desk and Service Desk markets, such as HP. Maximo also encounters
competition from vendors of low cost maintenance management systems designed
initially for use by a single user or limited number of users as vendors of
these products upgrade their functionality and performance to enter the
enterprise market.

Certain of our competitors have greater financial, marketing, service and
support and technological resources than we do. To the extent that such
competitors increase their focus on the asset maintenance, planning and cost
systems markets, or on the industrial supply chain market, we could be at a
competitive disadvantage.

Current or potential competitors may make strategic acquisitions, thereby
increasing their ability to deliver products that better address the needs of
our customers. There is no assurance that we will be able to compete
successfully should this occur and this could have a material adverse effect on
our financial condition and results of operations.

OUR INTERNATIONAL OPERATIONS SUBJECT US TO SPECIAL RISKS.

A significant portion of our total revenues and expenses are derived and
incurred from operations outside the U.S. Our ability to sell our products
internationally is subject to a number of risks. General economic and political
conditions in each country could adversely affect demand for our products and
services. Exposure to currency fluctuations and greater difficulty in collecting
accounts receivable could affect our sales. We could be affected by the need to
comply with a wide variety of foreign import laws, U.S. export laws and
regulatory requirements. Trade protection measures and import and export
licensing requirements subject us to additional regulation and may prevent us
from shipping products to a particular market and increase our operating costs.

OUR SOFTWARE PRODUCTS ARE DEPENDENT ON THIRD-PARTY PROVIDERS OF SOFTWARE AND
SERVICES, AND FAILURE OF THESE PARTIES TO PERFORM AS EXPECTED, OR TERMINATION OF
OUR RELATIONSHIPS WITH THEM, COULD HARM OUR BUSINESS.

We have entered into nonexclusive license agreements with other software
vendors, pursuant to which we incorporate into our products and solutions
software providing certain application development, hardware and network
discovery, user interface, mobile technology, report writing, application
servers, business intelligence, content and graphics capabilities developed by
these companies. If we cannot renew these licenses (at all or on commercially
reasonable terms), or if any of such vendors were to become unable to support
and enhance their products, we could be required to devote additional resources
to the enhancement and support of these products or to acquire or develop
software providing equivalent capabilities, which could cause delays in the
development and introduction of products incorporating such capabilities.

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<PAGE>

WE MAY HAVE EXPOSURE TO ADDITIONAL INCOME TAX LIABILITIES.

We are subject to income taxes in both the U.S. and various foreign
jurisdictions. The amount of taxes paid is subject to our interpretation of
applicable tax laws in the jurisdictions in which we file. We are subject to
continuous examinations of our income tax returns by the Internal Revenue
Service and other tax authorities. We regularly assess the likelihood of adverse
outcomes resulting from these examinations to determine the adequacy of our
provision for income taxes. While we believe that we have complied with all
applicable tax laws, there can be no assurance that a governing tax authority
will not have a different interpretation of the law and assess us with
additional taxes. Should we be assessed with additional taxes, there could be a
material and adverse effect on our results of operations or financial condition.

CHANGES IN REGULATIONS OR CRITICAL ACCOUNTING POLICIES COULD MATERIALLY AND
ADVERSELY AFFECT US.

New laws, regulations or standards related to us or our products, and new
accounting pronouncements, could be implemented or changed in a manner that
could adversely affect our business, results of operations or financial
condition. In particular, the FASB recently enacted SFAS 123(R), which requires
compensation costs related to share-based payment transactions to be recognized
in the financial statements. We believe that SFAS 123(R) will have a significant
adverse effect on our reported financial results and may impact the way in which
we conduct our business.

We may be eligible for several tax benefits provided for under the American Jobs
Creation Act of 2004, which was signed into law on October 22, 2004. The
potential tax benefits include a temporary 85% foreign dividends received
deduction for certain dividends received from controlled foreign corporations.
There are several statutory requirements, which must be met if we determine that
the 85% dividends received deduction is advantageous. However, if we do not
appropriately comply with the statutory requirements then the 85% foreign
dividends received deduction could be forfeited resulting in a potentially
adverse affect on our results of operations.

WE MAY PERFORM MORE FIXED PRICE SERVICES CONTRACTS.

A trend has emerged and is continuing among customers in our market towards
demanding consulting and implementation services on a fixed-price basis, whereby
we agree to deliver the contract requirements for a fixed fee regardless of the
number of person-hours actually provided, as opposed to our traditional services
arrangements where we deliver services on a time-and-materials basis. In cases
where services are provided either for the future delivery of functionality or
on a fixed price basis and our standard software is licensed at the same time,
and if the services are essential to the overall solution desired by the
customer or if we cannot determine the fair value of the services being
delivered, then we may not be able to recognize the software license revenue
from such transactions at the time the agreements are signed, but rather may be
required to recognize such license revenue under the contract method of
accounting, or to recognize a greater portion (or all) of the revenue from these
transactions as services revenue. This would likely result in a postponement of
recognition of, or even a reduction in, software license revenues, and have an
adverse affect on our results of our operations.

WE MAY BE UNABLE TO EFFECTIVELY PROTECT OUR INTELLECTUAL PROPERTY.

Our success is dependent upon our proprietary technology. We currently have two
U.S. patents (and other corresponding patents or applications pending in various
foreign countries), and we protect our technology primarily through copyrights,
trademarks, trade secrets and employee and third-party nondisclosure agreements.
Our software products are sometimes licensed to customers under "shrink-wrap" or
"click- wrap" licenses included as part of the product packaging or acknowledged
by customers who register online. Although, in larger sales, our shrink-wrap and
click-wrap licenses may be accompanied by specifically negotiated agreements
signed by the licensee, in many cases our shrink-wrap and click-wrap licenses
are not negotiated with or signed by individual licensees. Certain provisions of
our shrink-wrap and click-wrap licenses, including provisions protecting against
unauthorized use, copying, transfer and disclosure of the licensed program, and
limitations or liabilities and exclusions of remedies, may be unenforceable
under the laws of certain jurisdictions. In addition, the laws of some foreign
countries do not

Page 23

<PAGE>

protect our proprietary rights to the same extent as do the laws of the U.S.
Finally, we sell our products through distributors and resellers, and are
therefore dependent on those companies to take appropriate steps to adequately
implement our contractual protections and to enforce and protect our rights. We
cannot give any assurance that the steps that we have taken to protect our
proprietary rights will be adequate to prevent misappropriation of our
technology or development by others of similar technology. Although we believe
that our products and technology do not infringe on any valid claim of any
patent or any other proprietary rights of others, we cannot give any assurance
that third parties will not assert infringement claims in the future. Litigation
may be necessary to enforce our intellectual property rights, to protect our
trade secrets, to determine the validity and scope of the proprietary rights of
others, or to defend against claims of infringement or invalidity. Such
litigation could result in substantial costs and diversion of resources, could
result in the deterioration or outright loss of our patent rights, copyrights or
other intellectual property, and could potentially have a material adverse
affect on our operating results and financial condition.

LOSS OF THE SERVICES OF ONE OR MORE OF OUR KEY EXECUTIVE OFFICERS OR INABILITY
TO RECRUIT NEEDED SALES, SERVICES AND TECHNICAL PERSONNEL COULD ADVERSELY AFFECT
OUR BUSINESS.

We are highly dependent on certain key executive officers, technical and sales
employees, and the loss of one or more of such employees could have an adverse
impact on our future operations. We do not have employment contracts with any
personnel, and we do not maintain any so-called "key person" life insurance
policies on any personnel. We continue to hire additional sales, services and
technical personnel. Competition for hiring of such personnel in the software
industry is intense, and from time to time we may experience difficulty in
locating candidates with the appropriate qualifications within the desired
geographic locations, or with certain industry specific expertise. There can be
no assurance that we will be able to retain our existing personnel or attract
additional qualified employees.

WE ARE EXPOSED TO FLUCTUATIONS IN THE MARKET VALUES OF OUR PORTFOLIO INVESTMENTS
AND IN INTEREST RATES.

We invest a significant portion of our cash in marketable securities. These
securities are classified as available-for-sale and are recorded at fair value
on the Consolidated Balance Sheet with unrealized gains or losses reported as a
separate component of accumulated other comprehensive income (loss), net of tax.
Economic downturns and other factors subject these securities to volatility in
the market place. As a result, we may recognize the decline in fair value of
these investments.

OTHER RISKS

The foregoing is not a complete description of all risks relevant to our future
performance, and the foregoing should be read and understood together with and
in the context of similar discussions which may be contained in the documents
that we file with the SEC in the future. We undertake no obligation to release
publicly any revision to the foregoing or any update to any forward-looking
statements to reflect events or circumstances after the date of such statements
or to reflect the occurrence of anticipated or unanticipated events.

Page 24

<PAGE>

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our primary exposure to market risk is the effect of fluctuations in interest
rates earned on our cash equivalents and marketable securities and exposures to
foreign currency exchange rate fluctuations.

At March 31, 2005, we held $118.1 million in cash equivalents and marketable
securities consisting of taxable and tax exempt municipal securities. Interest
rate movements affect the interest income we earn. We place our investments with
high quality issuers and limits risk by purchasing only investment-grade
securities. A hypothetical 10 percent increase in interest rates would not have
a material impact on the fair market value of these instruments due to their
short maturity.

We develop our products in the United States and market them in North America,
Europe, Middle East and Africa, Australia, Asia Pacific and Latin America. As a
result, our financial results could be affected by factors such as changes in
foreign currency exchange rates or weak economic conditions in foreign markets.
As of March 31, 2005, we did not engage in foreign currency hedging activities.

ITEM 4. CONTROLS AND PROCEDURES

We carry out periodic evaluations, under the supervision of our management,
including our Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures pursuant to Exchange Act Rule 13a-15. Based upon such evaluations,
the Chief Executive Officer and the Chief Financial Officer concluded that, as
of March 31, 2005, our disclosure controls and procedures were effective to
timely alert them to any material information relating to our (including our
consolidated subsidiaries) that would be required to be included in our periodic
filings with the Securities and Exchange Commission.

While there have been no significant changes in our internal controls over
financial reporting or in other factors that could significantly affect internal
controls over financial reporting subsequent to their evaluation, we are
currently undergoing a comprehensive effort to comply with Section 404 of the
Sarbanes-Oxley Act of 2002. Compliance is required for our fiscal year ended
September 30, 2005. This effort includes documenting and testing of internal
controls over financial reporting. During the quarter ended March 31, 2005, we
have not identified any material weaknesses in our internal controls over
financial reporting as defined by the Public Company Accounting Oversight Board.
We will continue with our efforts of compliance and will modify or improve our
internal controls over financial reporting as needed. The matters noted herein
have been discussed with our Audit Committee.

Page 25

<PAGE>

                           PART II. OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

            NONE

ITEM 2.     RECENT SALES OF UNREGISTERED SECURITIES, USE OF PROCEEDS FROM
            REGISTERED SECURITIES CHANGES IN SECURITIES

            NONE

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES

            NONE

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

We held our Annual Meeting of Stockholders on March 8, 2005. At the Annual
Meeting, our stockholders voted to approve the following actions by the
following votes:

PROPOSAL 1. ELECTION OF THREE CLASS III DIRECTORS TO SERVE UNTIL THE 2008 ANNUAL
            MEETING:

NORMAN E, DRAPEAU, JR.

<TABLE>
<CAPTION>
FOR           WITHHELD
----------    ---------
<S>           <C>
21,407,512    1,018,384
</TABLE>

RICHARD P. FISHMAN

<TABLE>
<CAPTION>
FOR           WITHHELD
----------    ---------
<S>           <C>
20,762,149    1,663,747
</TABLE>

DAVID N. CAMPBELL
<TABLE>
<CAPTION>
FOR           WITHHELD
----------    ---------
<S>           <C>
21,165,477    1,260,419
</TABLE>

The names of each other director whose term of office as a director continued
after the meeting are Robert L. Daniels, John A. McMullen, Stephen B. Sayre, and
Alan Stanzler.

PROPOSAL 2. APPROVAL OF AN AMENDMENT TO OUR AMENDED AND RESTATED 1999 EQUITY
            INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES ISSUABLE THERE UNDER
            BY AN ADDITIONAL 1,200,000 SHARES:

<TABLE>
<CAPTION>
    FOR       AGAINST    ABSTAIN   NON-VOTE
----------   ---------   -------   ---------
<S>          <C>         <C>       <C>
12,786,512   6,624,116    52,121   2,963,147
</TABLE>

PROPOSAL 3. RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM-
            PRICEWATERHOUSECOOPERS LLP:

<TABLE>
<CAPTION>
    FOR       AGAINST    ABSTAIN   NON-VOTE
----------   ---------   -------   ---------
<S>          <C>         <C>          <C>
22,191,440    214,231     20,225       0
</TABLE>

ITEM 5. OTHER INFORMATION

NONE

Page 26

<PAGE>

ITEM 6. EXHIBITS

EXHIBIT
NO.       DESCRIPTION

     3.    Instruments Defining the Rights of Security-Holders

           3.1   Amended and Restated Articles of Organization of the Company
                 (included as Exhibit 3.3 to the Company's Registration
                 Statement on Form S-1, Registration No. 33-76420, and
                 incorporated herein by reference)

           3.2   Restated By-Laws of the Company, as amended (included as
                 Exhibit 3.2 to the Company's Annual Report on Form 10-K for the
                 fiscal year ended September 30, 1996, File No. 0-23852, and
                 incorporated herein by reference)

           3.3   Amendment to By-Laws adopted on February 1, 2001 (included as
                 Exhibit 3.3 to the Company's Current Report on Form 10-Q for
                 the quarter ended March 31, 2001, File No. 0-23852 and
                 incorporated herein by reference)

           3.4   Form of Certificate of Designation of Series A Junior
                 Participating Preferred Stock of MRO Software, Inc. (which is
                 attached as Exhibit A to the Rights Agreement included as
                 Exhibit 4 (b) to the Company's Current Report on Form 8-K dated
                 February 2, 1998, File No. 0-23852, and incorporated herein by
                 reference)

           3.5   Amendment to Articles of Organization adopted on December 15,
                 1999 (included as Exhibit 3.4 to the Company's Form 10-Q for
                 the quarter ended December 31, 1999, File No. 0-23852, and
                 incorporated herein by reference)

           3.6   Amendment to Articles of Organization, dated March 6, 2001
                 (included as Exhibit 3.4 to the Company's Current Report on
                 Form 8-K dated March 9, 2001, File No. 0-23852, and
                 incorporated herein by reference)

           3.7   Nonstatutory Stock Option Agreement Form (included as Exhibit
                 3.7 to the Company's Annual Report on Form 10-K for the fiscal
                 year ended September 30, 2004, File No. 0-23852, and
                 incorporated herein by reference)

           3.8   Stock Option Agreement Form for Employees (included as Exhibit
                 3.8 to the Company's Annual Report on Form 10-K for the fiscal
                 year ended September 30, 2004, File No. 0-23852, and
                 incorporated herein by reference)

     4.    Instruments Defining the Rights of Security Holders, Including
           Indentures

           4.1   Specimen certificate for the Common Stock, $.01 par value, of
                 the Company (included as Exhibit 4.1 to the Company's Current
                 Report on Form 10-Q for the quarter ended December 31, 2001,
                 File No. 0-23852 and incorporated herein by references)

           4.2   Article 4B of the Amended and Restated Articles of Organization
                 of the Company (included as Exhibit 4.1 to the Company's
                 Registration Statement on Form S-1, Registration No. 33-76420,
                 and incorporated herein by reference)

           4.3   Rights Agreement dated as of January 27, 1998, between the
                 Company and BankBoston, N.A. as Rights Agent (included as
                 Exhibit 4 (a) to the Company's Current Report on Form 8-K dated
                 February 2, 1998, File No. 0-23852, and incorporated herein by
                 reference)

Page 27

<PAGE>

            4.4   Form of Certificate of Designation of Series A Junior
                  Participating Preferred Stock of the Company (included as
                  Exhibit 4 (b) to the Company's Current report on Form 8-K
                  dated February 2, 1998, File No. 0-23852, and incorporated
                  herein by reference)

            4.5   Form of Rights Certificate (included as Exhibit 4 (c) to the
                  Company's Current Report on Form 8-K dated February 2, 1998,
                  File No. 0-23852, and incorporated herein by reference)

      9.    Voting Trust Agreements

            9.1   Shareholders Agreement between Robert L. Daniels and Susan H.
                  Daniels dated August 1, 2001 (included as Exhibit 9.1 to the
                  Company's Annual Report on Form 10-K for the fiscal year ended
                  September 30, 2001 File No. 0-23852, and incorporated herein
                  by reference)

      31.   Rule 13a-14(a)/15(d)-14(a) Certifications

            31.1  Certification of Chief Executive Officer Pursuant to Section
                  302 of the Sarbanes-Oxley Act of 2002

            31.2  Certification of Chief Financial Officer Pursuant to Section
                  302 of the Sarbanes-Oxley Act of 2002

      32.   Section 1350 Certifications

            32.1  Certification of Chief Executive Officer and Chief Financial
                  Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of
                  2002.

Page 28

<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.

                                                  MRO SOFTWARE, INC.

Date: May 10, 2005                            By: /s/ Peter J. Rice
                                                  ------------------------------
                                                  Peter J. Rice
                                                  Executive Vice President -
                                                  Finance and Administration,
                                                  Chief Financial Officer and
                                                  Treasurer
                                                  (Principal Financial Officer)

Page 29

<PAGE>

                                  EXHIBIT INDEX

EXHIBIT
NO.     DESCRIPTION

3.1     Amended and Restated Articles of Organization of the Company (included
        as Exhibit 3.3 to the Company's Registration Statement on Form S-1,
        Registration No. 33-76420, and incorporated herein by reference)

3.2     Restated By-Laws of the Company, as amended (included as Exhibit 3.2 to
        the Company's Annual Report on Form 10-K for the fiscal year ended
        September 30, 1996 File No. 0-23852 and incorporated herein by
        reference)

3.3     Amendment to By-Laws adopted on February 1, 2001 (included as Exhibit
        3.3 to the Company's Current Report on Form 10-Q for the quarter ended
        March 31, 2001, File No. 0-23852 and incorporated herein by reference)

3.4     Form of Certificate of Designation of Series A Junior Participating
        Preferred Stock of MRO Software, Inc. (which is attached as Exhibit A to
        the Rights Agreement included as Exhibit 4 (b) to the Company's Current
        Report on Form 8-K dated February 2, 1998, File No. 0-23852, and
        incorporated herein by reference)

3.5     Amendment to Articles of Organization adopted on December 15, 1999
        (included as Exhibit 3.4 to the Company's Form 10-Q for the quarter
        ended December 31, 1999, File No. 0-23852, and incorporated herein by
        reference)

3.6     Amendment to Articles of Organization dated March 6, 2001 (included as
        Exhibit 3.4 to the Company's Current Report on Form 8-K dated March 9,
        2001, File No. 0-23852, and incorporated herein by reference)

3.7     Nonstatutory Stock Option Agreement Form (included as Exhibit 3.7 to the
        Company's Annual Report on Form 10-K for the fiscal year ended September
        30, 2004, File No. 0-23852, and incorporated herein by reference)

3.8     Stock Option Agreement Form for Employees (included as Exhibit 3.8 to
        the Company's Annual Report on Form 10-K for the fiscal year ended
        September 30, 2004, File No. 0-23852, and incorporated herein by
        reference)

4.1     Specimen certificate for the Common Stock, $.01, of the Company
        (included as Exhibit 4.1 to the Company's Current Report on Form 10-Q
        for the quarter ended December 31, 2001, File No. 0-23852 and
        incorporated herein by reference)

4.2     Article 4B of the Amended and Restated Articles of Organization of the
        Company (included as Exhibit 4.1 to the Company's Registration Statement
        on Form S-1, Registration No. 33-76420, and incorporated herein by
        reference)

4.3     Rights Agreement dated as of January 27, 1998, between the Company and
        BankBoston, N.A. as Rights Agent (included as Exhibit 4 (a) to the
        Company's Current Report on Form 8-K dated February 2, 1998, File
        No.0-23852, and incorporated herein by reference)

4.4     Form of Certificate of Designation of Series A Junior Participating
        Preferred Stock of MRO Software, Inc. (included as Exhibit 4 (b) to the
        Company's Current Report on Form 8-K dated February 2, 1998, File No.
        0-23852, and incorporated herein by reference)

4.5     Form of Rights Certificate (included as Exhibit 4 (c) to the Company's
        Current Report on Form 8-K dated February 2, 1998, File No. 0-23852, and
        incorporated herein by reference)

9.1     Shareholders Agreement between Robert L. Daniels and Susan H. Daniels
        dated August 1, 2001 (included as Exhibit 9.1 to the Company's Annual
        Report on Form 10-K for the fiscal year ended September 30, 2001 File
        No. 0-23852, and incorporated herein by reference)

31.1    Certification of Chief Executive Officer Pursuant to Section 302 of the
        Sarbanes-Oxley Act of 2002

31.2    Certification of Chief Financial Officer Pursuant to Section 302 of the
        Sarbanes-Oxley Act of 2002.

32.1    Certification of Chief Executive Officer and Chief Financial Officer
        Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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