<PAGE>

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

                                    FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004

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

[ ] 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: 24,875,709 shares of common stock, $.01 par value per share,
as of May 6, 2004.

Page 1

<PAGE>

                               MRO SOFTWARE, INC.
                                   10-Q INDEX

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

ITEM 1.  FINANCIAL STATEMENTS

         Consolidated Balance Sheets (unaudited) as of March 31, 2004 and       3
         September 30, 2003.

         Consolidated Statements of Operations (unaudited)                      4
         for the three and six months ended March 31, 2004 and March 31, 2003.

         Consolidated Statements of Cash Flows (unaudited)                      5
         for the six months ended March 31, 2004 and March 31, 2003.

         Notes to Consolidated Financial Statements (unaudited).                6

ITEM 2.  Management's Discussion and Analysis of Financial Condition and        14
         Results of Operations

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                                                      27
Item 6.  Exhibits and Reports on Form 8-K                                       27
         SIGNATURE                                                              29
</TABLE>

Page 2
<PAGE>


                               MRO SOFTWARE, INC.
                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                               MARCH 31,     SEPTEMBER 30,
     (IN THOUSANDS, EXCEPT PER SHARE DATA)                       2004            2003
                                                             -------------   -------------
<S>                                                          <C>             <C>
                          ASSETS

Current assets:
  Cash and cash equivalents                                  $      55,227   $      73,662
  Marketable securities                                              1,101           1,102
  Accounts receivable, trade, less allowance
   for doubtful accounts of $2,553 at March 31, 2004
   and $2,741 at September 30, 2003, respectively                   30,590          28,833
  Prepaid expenses and other current assets                          5,906           4,177
  Deferred income taxes                                              2,438           2,242
                                                             -------------   -------------
    Total current assets                                            95,262         110,016
                                                             -------------   -------------

Marketable securities                                               40,177          19,809
Property and equipment, net                                          8,469           8,239
Goodwill                                                            46,210          46,210
Intangible assets                                                    5,879           7,700
Notes receivable                                                       442             593
Deferred income taxes                                                8,766           9,267
Other assets                                                         4,424           3,427
                                                             -------------   -------------
    Total assets                                             $     209,629   $     205,261
                                                             =============   =============

           LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
 Accounts payable and accrued expenses                       $      14,836   $      15,701
 Accrued compensation                                                6,809           8,357
 Income Taxes Payable                                                2,769           4,741
 Deferred revenue                                                   31,015          28,734
                                                             -------------   -------------
    Total current liabilities                                       55,429          57,533
                                                             -------------   -------------

 Other long term liabilities                                           337              35
 Deferred revenue                                                    1,116           1,181

Stockholders' equity
Preferred stock, $.01 par value;1,000 authorized,
 none issued and outstanding
Common stock, $.01 par value;50,000 authorized;
 24,871 and 24,576 issued and outstanding at March
 31, 2004 and September 30, 2003, respectively                         249             246
Additional paid-in capital                                         117,507         115,093
Deferred compensation                                                 (479)           (298)
Retained earnings                                                   34,314          31,163
Accumulated other comprehensive income                               1,156             308
                                                             -------------   -------------
     Total stockholders' equity                                    152,747         146,512
                                                             -------------   -------------

     Total liabilities and stockholders' equity              $     209,629   $     205,261
                                                             =============   =============
</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              THREE MONTHS ENDED
                                                                       March 31,                       March 31,
(IN THOUSANDS, EXCEPT PER SHARE DATA)                             2004            2003            2004            2003
                                                             -------------   -------------   -------------   -------------
<S>                                                          <C>             <C>             <C>             <C>
      Revenues:
          Software                                           $      11,452   $       7,652   $      23,662   $      20,337
          Support and services                                      33,170          31,736          65,862          62,939
                                                             -------------   -------------   -------------   -------------
                   Total revenues                                   44,622          39,388          89,524          83,276
                                                             -------------   -------------   -------------   -------------
      Cost of revenues:
          Software                                                   1,895           1,355           3,707           3,205
          Support and services                                      15,407          14,513          30,180          29,441
                                                             -------------   -------------   -------------   -------------
                   Total cost of revenues                           17,302          15,868          33,887          32,646
                                                             -------------   -------------   -------------   -------------

      Gross profit                                                  27,320          23,520          55,637          50,630

      Operating expenses:
          Sales and marketing                                       13,835          14,292          27,545          29,691
          Product development                                        7,097           6,388          14,103          13,144
          General and administrative                                 4,389           3,708           8,854           8,354
          Amortization of other intangibles                            204             230             409             478
                                                             -------------   -------------   -------------   -------------
                   Total operating expenses                         25,525          24,618          50,911          51,667
                                                             -------------   -------------   -------------   -------------

      Income/(loss) from operations                                  1,795          (1,098)          4,726          (1,037)

          Interest income                                              244             181             448             391
          Other income/(expense), net                                  113             643            (327)            981
                                                             -------------   -------------   -------------   -------------

      Income/(loss) before income taxes                              2,152            (274)          4,847             335

      Provision/(benefit) for income taxes                             753             (96)          1,696             118
                                                             -------------   -------------   -------------   -------------

      Net income/(loss)                                      $       1,399   $        (178)  $       3,151   $         217
                                                             =============   =============   =============   =============

     Net income/(loss) per share, basic                      $        0.06   $       (0.01)  $        0.13   $        0.01
                                                             -------------   -------------   -------------   -------------
     Net income/(loss) per share, diluted                    $        0.05   $       (0.01)  $        0.12   $        0.01
                                                             -------------   -------------   -------------   -------------

     Shares used to calculate net income/(loss) per share
           Basic                                                    24,796          24,407          24,713          24,356
           Diluted                                                  25,460          24,407          25,330          24,568
</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,
                                                                             -----------------------------
                                                                                 2004            2003
                                                                             -------------   -------------
<S>                                                                          <C>             <C>
(IN THOUSANDS)

Cash flows from operating activities:
   Net income                                                                $       3,151   $         217
   Adjustments to reconcile net income to net
     cash provided by operating activities:
     Depreciation                                                                    2,329           2,313
     Amortization of other intangibles                                               1,821           2,166
     Amortization of premium on marketable securities                                   70             ---
      (Gain) on sale and disposal of property
        and equipment                                                                  ---            (114)
      Gain on sale of services operations                                              ---            (446)
     Stock-based compensation                                                          105              70
     Deferred income taxes                                                             358             486
     Changes in operating assets and liabilities:
       Accounts receivable                                                            (847)          7,334
       Prepaid expenses and other assets                                            (1,238)         (1,057)
       Accounts payable, accrued expenses and other liabilities                     (2,100)         (4,323)
       Accrued compensation                                                         (1,754)         (2,929)
       Income taxes payable                                                         (1,987)         (1,003)
       Deferred revenue                                                              1,318           3,215
                                                                             -------------   -------------
Net cash provided by operating activities                                            1,226           5,929
                                                                             -------------   -------------

Cash flows from investing activities:
     Acquisitions of property and equipment and other
       capital expenditures                                                         (2,555)         (1,367)
     Purchase of marketable securities                                             (31,200)         (1,000)
     Sale of marketable securities                                                  10,875             ---
                                                                             -------------   -------------
Net cash used in investing activities                                              (22,880)         (2,367)
                                                                             -------------   -------------

Cash flows from financing activities:
     Proceeds from exercise of employee stock options
       stock purchases                                                               2,132             946
                                                                             -------------   -------------
Net cash provided by financing activities                                            2,132             946
                                                                             -------------   -------------

Effect of exchange rate changes on cash                                              1,087             959
                                                                             -------------   -------------

Net (decrease)/increase in cash and cash equivalents                               (18,435)          5,467

Cash and cash equivalents, beginning of period                                      73,662          67,315
                                                                             -------------   -------------

Cash and cash equivalents, end of period                                     $      55,227   $      72,782
                                                                             =============   =============
</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, 2004 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, 2004, 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, 2003 included in the Company's Annual Report on Form 10-K filed with the
Securities and Exchange Commission on December 29, 2003.

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 /(LOSS) PER SHARE

Basic income (loss) 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. All potential dilutive common
shares are excluded from the computation of net loss per share because they are
anti-dilutive.

Page 6

<PAGE>

Basic and diluted income/(loss) per share are calculated as follows:

<TABLE>
<CAPTION>
                                               THREE MONTHS ENDED
(IN THOUSANDS, EXCEPT PER SHARE DATA)         03/31/04     03/31/03
-------------------------------------         --------     --------
<S>                                           <C>          <C>
Net income/(loss)                             $  1,399     $   (178)

Denominator:
Weighted average common shares
outstanding-basic                               24,796       24,407

Effect of dilutive securities (1)                  664         ----
                                              --------     --------
Weighted average common shares
outstanding-diluted                             25,460       24,407
                                              ========     ========
Net income/(loss) per share, basic            $   0.06     $  (0.01)
Net income/(loss) per share, diluted          $   0.05     $  (0.01)
</TABLE>

<TABLE>
<CAPTION>
                                                 SIX MONTHS ENDED
(IN THOUSANDS, EXCEPT PER SHARE DATA)         03/31/04     03/31/03
-------------------------------------         --------     --------
<S>                                           <C>          <C>
Net income                                    $  3,151     $    217

Denominator:
Weighted average common shares
outstanding-basic                               24,713       24,356

Effect of dilutive securities (1)                  617          212
                                              --------     --------
Weighted average common shares
outstanding-diluted                             25,330       24,568
                                              ========     ========
Net income per share, basic                   $   0.13     $   0.01
Net income per share, diluted                 $   0.12     $   0.01
</TABLE>

(1) Options to purchase 1,538,000 shares of the Company's Common Stock for the
three months ended March 31, 2004 and 1,547,000 shares and 2,632,000 shares for
the six months ended March 31, 2004 and 2003, 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
3,114,000 shares are excluded from the computation of diluted net income per
share for the three months ended March 31, 2003 as the effect of these shares
was anti-dilutive to the Company's net loss.

C.    ACCOUNTING POLICIES

STOCK-BASED COMPENSATION

The Company grants stock options to its employees and outside directors. Such
grants are for a fixed number of shares with an exercise price equal to the fair
value of the shares at the date of grant. The Company accounts for stock-based
employee compensation using the intrinsic value method under the recognition and
measurement principles of the Accounting Principals Board ("APB") Opinion No.
25, "Accounting for Stock Issued to Employees" and related interpretations.

Page 7

<PAGE>

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
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)            03/31/04       03/31/03
                                                    --------       --------
<S>                                                 <C>            <C>
Net income/(loss)
   As reported                                      $  1,399       $   (178)
   Add:  Stock-based employee compensation
    expense included in net income/(loss)                 54             43
   Deduct:  Stock-based employee compensation
    expense determined under the fair value
    based method for all awards, net of
    related tax effects                               (1,230)        (2,502)
Pro forma net income/(loss)                         $    223       $ (2,637)
Earnings/(loss) per share:
   Basic - as reported                              $   0.06       $  (0.01)
   Basic - pro forma                                $   0.01       $  (0.11)
   Diluted - as reported                            $   0.05       $  (0.01)
   Diluted - pro forma                              $   0.01       $  (0.11)
</TABLE>

<TABLE>
<CAPTION>
                                                        SIX MONTHS ENDED
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)            03/31/04       03/31/03
                                                    --------       --------
<S>                                                 <C>            <C>
Net income
   As reported                                      $  3,151       $    217
   Add:  Stock-based employee compensation
    expense included in net income                       105             70
   Deduct:  Stock-based employee compensation
    expense determined under the fair value
    based method for all awards, net of
    related tax effects                               (3,803)        (5,299)
Pro forma net loss                                  $   (547)      $ (5,012)
Earnings/(loss) per share:
   Basic - as reported                              $   0.13       $   0.01
   Basic - pro forma                                $  (0.02)      $  (0.21)
   Diluted - as reported                            $   0.12       $   0.01
   Diluted - pro forma                              $  (0.02)      $  (0.21)
</TABLE>

Page 8

<PAGE>
With the exception of restricted stock awards to non-employee members and the
Executive Chairman 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/(LOSS):

The following table reflects the components of comprehensive net income/(loss):

<TABLE>
<CAPTION>
                                                                  THREE MONTHS ENDED
(IN THOUSANDS)                                                   03/31/04    03/31/03
--------------                                                   --------    --------
<S>                                                              <C>         <C>
Net income/(loss)                                                $  1,399    $   (178)
Other comprehensive net income,
 Net of tax:
   Unrealized gain/(loss) on securities arising during period         154         (32)
   Foreign currency translation adjustment                           (110)        261
                                                                 --------    --------
Comprehensive income                                             $  1,443    $     51
                                                                 ========    ========
</TABLE>

<TABLE>
<CAPTION>
                                                                    SIX MONTHS ENDED
 (IN THOUSANDS)                                                  03/31/04    03/31/03
---------------                                                  --------    --------
<S>                                                              <C>         <C>
Net income                                                       $  3,151    $    217
Other comprehensive net income,
 Net of tax:
   Unrealized gain/(loss) on securities arising during period          72         (32)
   Foreign currency translation adjustment                            776         780
                                                                 --------    --------
Comprehensive income                                             $  3,999    $    965
                                                                 ========    ========
</TABLE>

E.    SEGMENT INFORMATION, GEOGRAPHIC DATA AND MAJOR CUSTOMERS

The Company reports revenues and income under one reportable industry segment,
Strategic Asset Management. Our Strategic Asset Management software products and
services include MAXIMO for the Enterprise Asset Management ("EAM") market and
MAXIMO MainControl for the IT Asset Management ("ITAM") market. We also offer
Online Commerce Services ("OCS") that enable the asset-centric procurement
capabilities of our EAM and ITAM software products. The Company does not
allocate expenses to these product groups, and all operating results are
assessed 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. A summary of the Company's revenues by geographical
area is as follows:

Page 9

<PAGE>

<TABLE>
<CAPTION>
                                                THREE MONTHS ENDED
(IN THOUSANDS)                                 03/31/04    03/31/03
                                               --------    --------
<S>                                            <C>         <C>
Revenues:
   United States                               $ 22,999    $ 23,532
   Other Americas                                 2,896       1,648
   Intercompany                                   2,253       1,451
                                               --------    --------
   Subtotal                                    $ 28,148    $ 26,631

   Europe/Middle East and Africa                 15,493      10,983
   Asia/Pacific                                   3,234       3,225
   Intercompany                                  (2,253)     (1,451)
                                               --------    --------
   Total revenues                              $ 44,622    $ 39,388
                                               ========    ========
</TABLE>

<TABLE>
<CAPTION>
                                                 SIX MONTHS ENDED
(IN THOUSANDS)                                 03/31/04    03/31/03
                                               --------    --------
<S>                                            <C>         <C>
Revenues:
   United States                               $ 50,501    $ 49,462
   Other Americas                                 5,093       5,303
   Intercompany                                   6,111       3,150
                                               --------    --------
   Subtotal                                    $ 61,705    $ 57,915

   Europe/Middle East and Africa                 28,065      22,191
   Asia/Pacific                                   5,865       6,320
   Intercompany                                  (6,111)     (3,150)
                                               --------    --------
   Total revenues                              $ 89,524    $ 83,276
                                               ========    ========
</TABLE>

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

No one customer accounted for more than 10% of total revenues.

F.    GOODWILL AND OTHER INTANGIBLE ASSETS

Intangible assets as of March 31, 2004 and September 30, 2003 consist of the
following:

<TABLE>
<CAPTION>
(IN THOUSANDS)                                 03/31/04    09/30/03
                                               --------    --------
<S>                                            <C>         <C>
Goodwill                                       $ 46,210    $ 46,210

Acquired technology                              15,744      15,744
Accumulated amortization                        (10,681)     (9,269)
                                               --------    --------

Sub-total acquired technology                     5,063       6,475
                                               --------    --------

Other intangibles                                 3,009       3,009
Accumulated amortization                         (2,193)     (1,784)
                                               --------    --------

Sub-total other intangibles                         816       1,225
                                               --------    --------
</TABLE>

Page 10

<PAGE>

<TABLE>
<S>                                            <C>         <C>
Total intangible assets, net                   $ 52,089    $ 53,910
                                               ========    ========
</TABLE>

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

Amortization expense of intangible assets was $864 thousand and $1.1 million for
the three months ended March 31, 2004 and 2003, respectively and $1.8 million
and $2.2 million for the six months ended March 31, 2004 and 2003, respectively.

As of March 31, 2004, remaining amortization expense on existing intangibles for
the next five years is as follows:

<TABLE>
<CAPTION>
(IN THOUSANDS)
-------------
<S>                        <C>
2004 (remaining 6 mos.)    $1,203
2005                        2,240
2006                        1,383
2007                          477
2008                          477
2009                           99
                           ------
Total                      $5,879
                           ------
</TABLE>

G.    ACCOUNTING PRONOUNCEMENTS

In December 2003, the Financial Accounting Standards Board ("FASB" or the
("Board") issued FASB Interpretation No. 46) (revised December 2003),
"Consolidation of Variable Interest Entities" ("FIN 46R"), to address certain
implementation issues. FIN 46R clarifies some of the provisions of FIN 46 and
exempts certain entities from its requirements.

FIN 46R requires the application of either FIN 46 or FIN 46R by "Public
Entities" (as defined in paragraph 395 of FASB Statement No. 123, Accounting for
Stock-Based Compensation) to all Special Purpose Entities ("SPEs") created prior
to February 1, 2003 at the end of the first interim or annual reporting period
ending after December 15, 2003. All entities created after January 31, 2003 by
Public Entities were already required to be analyzed under FIN 46, and they must
continue to do so, unless FIN 46R is adopted early. FIN 46R will be applicable
to all non-SPEs created prior to February 1, 2003 by Public Entities that are
not small business issuers at the end of the first interim or annual reporting
period ending after March 15, 2004.

The Company does not enter into transactions involving entities whose activities
are primarily related to securitizations or other forms of asset-backed
financings or single-lessee leasing arrangements, and thus the required adoption
of FIN 46R for all SPE's created prior to February 1, 2003 had no impact on MRO.
The Company has not created any entities subsequent to January 31, 2003 that
require accounting under FIN 46. The Company believes that it does not have
variable entities as defined in FIN 46R. The adoption of FIN 46R has no impact
on the Company's financial statements.

H.    GUARANTOR ARRANGEMENTS

In November 2002, the FASB issued Financial Accounting Standards Board
Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others" ("FIN 45").
FIN 45 requires that a guarantor recognize, at the inception of a guarantee, a
liability for the fair value of the obligation undertaken by issuing the
guarantee. FIN 45 also requires additional disclosures to be made by a guarantor
in its interim and annual financial statements about its obligations under
certain guarantees it has issued. The accounting requirements for the initial
recognition of guarantees are applicable on a prospective basis for guarantees
issued or modified after December 31,

Page 11

<PAGE>

2002. The disclosure requirements are effective for all guarantees outstanding,
regardless of when they were issued or modified, during the second quarter of
fiscal 2003. The adoption of FIN 45 did not have a material effect on our
consolidated financial statements. The following is a summary of our agreements
that we have determined are within the scope of FIN 45.

On January 17, 2003, the Company sold the industrial data normalization services
operations. Prior to the sale, the Company had guaranteed the obligations of
services operations under the office lease of the operation's principal place of
business. This guaranty remains in full force and effect following the sale. As
of March 31, 2004, the maximum potential amount due under this guaranty is $500
thousand. In accordance with the terms of the sale, the buyer has assumed
primary liability under the lease and is obligated to indemnify the Company
against all obligations arising under the lease. Based on the Company's
evaluation of the buyer's ability to make the payments due under this lease, the
Company believes that the estimated fair value of this guaranty is minimal.
Accordingly, we have no liabilities recorded for this guaranty as of March 31,
2004.

We warrant that our software products will perform substantially in accordance
with the product specifications as contained in the associated end-user guide,
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, 2004.

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 vary in duration and nature, and our obligations
to indemnify are frequently 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 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, 2004.

When as part of an acquisition we acquire a company, we 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.

Page 12

<PAGE>

Accordingly, we have no liabilities recorded for the assumption of any such
liabilities as of March 31, 2004.

Page 13
<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: the Company's 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 the Company disclaims any obligation to update
such forward looking statements as a result of any change in circumstances or
otherwise.

OVERVIEW

MRO Software is a leading global provider of strategic asset management
solutions, software and related services. Strategic asset management is the
management and optimization of the business processes required to keep our
customers' critical assets productive. Critical assets are those that have a
significant impact on operations and performance, including assets used in
production, facilities, fleet and information technology ("IT") operations. The
Company's strategic asset management software products and services allow our
customers to manage the complete lifecycle of their strategic assets, including:
planning, procurement, deployment, tracking, maintenance and retirement. Our
strategic asset management software products and services include MAXIMO for the
Enterprise Asset Management ("EAM") market and MAXIMO MainControl for the IT
Asset Management ("ITAM") market. We also offer Online Commerce Services ("OCS")
that enables the asset-centric procurement capabilities of our EAM software
products through the MRO Operations Center. Asset-centric procurement is a
combination of products and services designed to support the requirements of
industrial asset-related procurement. Using MRO Software's 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 base.

The Company reports all its revenues in one reportable business segment, the
strategic asset management segment.

KEY HIGHLIGHTS OF THE COMPANY'S THREE AND SIX MONTHS ENDED MARCH 31, 2004

         -        Net income increased $1.6 million over the comparable quarter
                  for the prior year and $2.9 million over the comparable prior
                  six month period.

         -        Overall gross margin improved by $3.8 million or 16% over the
                  comparable quarter for the prior year and $5.0 million or 10%
                  over the comparable prior six month period. The improvement is
                  due to an increase in support revenues without a commensurate
                  increase in personnel and operating costs.

         -        Quarterly operating expenses, excluding amortization of
                  intangibles, increased $933 thousand or 4% over the comparable
                  quarter for the prior year and decreased $687 thousand or 1%
                  over the comparable prior six month period. The majority of
                  the increase over the comparable quarter is attributable to
                  increases in product development and general and
                  administrative expenses. Product development expenses
                  increased due to an increase in salaries and related benefits,
                  as well as increases in costs to translate our MAXIMO product
                  into numerous foreign languages. General and administrative
                  expenses increased due to increases in salaries and related
                  benefits, property and business taxes,

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<PAGE>


                  and insurance premiums. Partially offsetting the increases in
                  product development and general and administrative expenses
                  were decreases in sales and marketing expenses due to a
                  reduction in the number of sales and marketing personnel.

         -        Total revenues increased $5.2 million over the comparable
                  quarter for the prior year and $6.2 million over the
                  comparable prior six month period. Revenues for the prior year
                  fell below our expectations while current period revenues
                  reflect traditional levels. International revenues accounted
                  for 48% of total revenues for the current quarter and 44% year
                  to date. Due to the increased strength in certain foreign
                  currencies, especially the Euro, the British Pound and the
                  Australian Dollar, the Company estimates that the current
                  quarters revenues resulted in an increase of approximately
                  $2.7 million as compared to the average prevailing exchange
                  rates of the comparable quarter and $4.6 million over the
                  comparable six month period. However, due to a similar effect
                  of the exchange rates on operating expenses, the overall
                  impact of foreign currency adjustments had an immaterial
                  impact on net income for the current quarter and the prior
                  six month period.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The Company's discussion and analysis of its financial condition and results of
operations are based upon its consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States. 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 the Company's Annual
Report on Form 10-K filed with the Securities and Exchange Commission on
December 29, 2003. The Company includes and updates 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 the Company's 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)                    03/31/04          %         03/31/03      03/31/04            %          03/31/03
--------------                    --------       ------       --------      --------         ------        --------
<S>                               <C>            <C>          <C>           <C>              <C>           <C>
Software licenses                 $11,452          50%        $ 7,652       $23,662            16%         $20,337
Percentage of total revenues           26%                         19%           26%                            24%

Support and services              $33,170           5%        $31,736       $65,862             5%         $62,939
Percentage of total revenues           74%                         81%           74%                            76%

Total revenues                    $44,622          13%        $39,388       $89,524             8%         $83,276
</TABLE>

The Company's revenues are derived primarily from two sources: (i) software
licenses, and (ii) fees for support and 50% services.

Software license revenues increased 50% to $11.5 million from $7.7 million for
the three months ended March 31, 2004 and 2003, respectively and increased 16%
to $23.7 million from $20.3 million for the six months ended March 31, 2004 and
2003, respectively. The increases are attributable to increases in

Page 15
<PAGE>

MAXIMO software license revenues. MAXIMO software license revenues increased 62%
to $11.2 million from $6.9 million for the three months ended March 31, 3004 and
2003, respectively and increased 16% to $22.7 million from $19.5 million for the
six months ended March 31, 2004 and 2003, respectively. The increase in MAXIMO
software licenses is attributable to the positive effect of foreign exchange
rates, an increase in the average selling price, and an increase in sales of our
MAXIMO Mobile Suite product. ITAM software license revenues were $249 thousand
and $719 thousand for the three months ended March 31, 2004 and 2003,
respectively and $934 thousand and $719 thousand for the six months ended March
31, 2004 and 2003, respectively. The Company expects that the number of ITAM
licenses sold will continue to fluctuate over the next few quarters as a result
of the Company's product development plans to replace this product in
conjunction with the next version of MAXIMO.

Support revenues increased 10% to $17.9 million from $16.3 million for the three
months ended March 31, 2004 and 2003, respectively and increased 10% to $35.1
million from $31.9 million for the six months ended March 31, 2004 and 2003,
respectively. Support revenues have increased as a result of a cumulative
increase in the number of MAXIMO customers and a strong renewal rate (90%) for
support contracts. MAXIMO support revenues increased 13% to $17.1 million from
$15.2 million for the three months ended March 31, 2004 and 2003, respectively
and increased 11% to $33.3 million from $30.0 million for the six months ended
March 31, 2004 and 2003, respectively. ITAM support revenues were $767 thousand
and $1.1 million for the three months ended March 31, 2004 and 2003,
respectively and $1.8 million for both the six months ended March 31, 2004 and
2003, respectively.

Service revenues decreased 1% to $15.3 million from $15.4 million for the three
months ended March 31, 2004 and 2003, respectively and decreased 1% to $30.7
million from $31.1 million for the six months ended March 31, 2004 and 2003,
respectively. The decline in service revenues for the three months ended March
31, 2004 as compared to the three months end March 31, 2003 was comprised of a
decline of $614 thousand in ITAM service revenues related to the decreases in
software licenses sold, offset by an increase in MAXIMO service revenues of $646
thousand due to an increase in demand for product implementation services. The
decline in service revenues for the six months ended March 31, 2004 as compared
to the six months ended March 31, 2003 was comprised of a decline of $1.0
million in Enterprise Catalog Management services revenues due to the sale of
industrial data normalization services operations in January 2003. ITAM services
revenues also declined by $484 thousand. Offsetting the declines in ITAM and
Enterprise Catalog Management is an increase in MAXIMO service revenues of $1.4
million. The increase in MAXIMO services revenues was attributable to an
increase in demand for product implementation services.

COST OF REVENUES

<TABLE>
<CAPTION>
                                      Three                         Three               Six                            Six
                                      Months                        Months             Months                         Months
                                      Ended           Change        Ended              Ended           Change         Ended
(in thousands)                       03/31/04           %          03/31/03           03/31/04            %          03/31/03
--------------                       --------         ------       --------           --------         ------        --------
<S>                                  <C>              <C>          <C>                <C>              <C>           <C>
Cost of software licenses            $ 1,895           40%         $ 1,355            $ 3,707            16%         $ 3,205
Percentage of software license            17%                           18%                16%                            16%

Cost of support and services         $15,407            6%         $14,513            $30,180             3%         $29,441
Percentage of support and services        46%                           46%                46%                            47%

Total cost of revenues               $17,302            9%         $15,868            $33,887             4%         $32,646
Percentage of total revenues              39%                           40%                38%                            39%
</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 software duplication,
packaging and shipping, and amortization of acquired technology. The increase in
cost of software license revenues for the three and six months ended March 31,
2004 and 2003, respectively was primarily attributable to software purchased for
resale related to the demand for our MAXIMO Mobile

Page 16
<PAGE>
Suite product. Partially offsetting this increase was a decrease in the
amortization of acquired technology due to cessation of amortization of a fully
amortized asset. Amortization of acquired technology was $659 thousand and $844
thousand for the three months ended March 31, 2004 and 2003, respectively and
$1.4 million and $1.7 million for the six months ended March 31, 2004 and 2003,
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 4% to $2.8 million from $2.7 million for the three
months ended March 31, 2004 and 2003, respectively and increased 2% to $5.3
million from $5.2 million for the six months ended March 31, 2004 and 2003,
respectively. Cost of support revenues, as a percentage of total support
revenues was 16 % for both the three months ended March 31, 2004 and 2003,
respectively and 15% and 16% for the six months ended March 31, 2004 and 2003,
respectively. The decrease as a percentage of total support revenues for the six
months ended March 31, 2004 was attributable to an increase in support revenues
without a commensurate increase in operating expenses and personnel.

Cost of service revenues increased 6% to $12.6 million from $11.9 million for
the three months ended March 31, 2004 and 2003, respectively and increased 3% to
$24.9 million from $24.2 million for the six months ended March 31, 2004 and
2003, respectively. Cost of service revenues, as a percentage of total service
revenues was 83% and 77% for the three months ended March 31, 2004 and 2003,
respectively and 81% and 78% for the six months ended March 31, 2004 and 2003,
respectively. The increases for the three and six months ended March 31, 2004
and 2003, respectively, was primarily attributable to an increase in the
utilization of third party consultants implementing the Company's products.

OPERATING EXPENSES

<TABLE>
<CAPTION>
                                                    Three                       Three          Six                            Six
                                                    Months                      Months        Months                         Months
                                                    Ended        Change         Ended         Ended            Change        Ended
(in thousands)                                     03/31/04         %          03/31/03      03/31/04             %         03/31/03
--------------                                     --------      ------        --------      --------          ------       --------
<S>                                                <C>           <C>           <C>           <C>               <C>          <C>
Sales and marketing                                $13,835        (3)%         $14,292       $27,545            (7)%        $29,691
Percentage of total revenues                            31%                         36%           31%                            36%

Product development                                $ 7,097        11%          $ 6,388       $14,103             7%         $13,144
Percentage of total revenues                            16%                         16%           16%                            16%

General and administrative                         $ 4,389        18%          $ 3,708       $ 8,854             6%         $ 8,354
Percentage of total revenues                            10%                          9%           10%                            10%

Amortization of goodwill and other intangibles
Percentage of total revenues                       $   204       (11)%         $   230       $   409           (14)%        $   478
                                                         1%                          1%            1%                             1%
</TABLE>

Sales and marketing expenses decreased 3% to $13.8 million from $14.3 million
for the three months ended March 31, 2004 and 2003, respectively and decreased
7% to $27.5 million from $29.7 million for the six months ended March 31, 2004
and 2003, respectively. The decrease for the three months ended March 31, 2004
as compared to the three months ended March 31, 2003 was primarily attributable
to a $600 thousand decrease in salaries and related benefits due to a reduction
in the number of sales and marketing personnel and a $350 thousand decrease in
advertising expenses. Partially offsetting these decreases was an increase of
$525 thousand in sales commissions due to the increase in software licenses
sold. The decrease for the six months ended March 31, 2004 as compared to the
six months ended March 31, 2003 was primarily attributable to a $2.2 million
decrease in salaries and related benefits due to a reduced number of sales and
marketing personnel and a $920 thousand decrease in advertising expenses.
Partially offsetting these decreases was an increase of $1.1 million in sales
commissions due to the increase in software licenses sold.

Page 17
<PAGE>

Product development expenses increased 11% to $7.1 million from $6.4 million
for the three months ended March 31, 2004 and 2003, respectively and increased
7% to $14.1 million from $13.1 million for the six months ended March 31, 2004
and 2003, respectively. The increase for both the three and six months ended
March 31, 2004 and 2003, respectively, was primarily attributable to increases
in product development salaries and related benefits and increases in the costs
to translate our products into foreign languages. The Company expects to
continue to make enhancements to MAXIMO 5, integrate MAXIMO MainControl into its
overall product architecture, and develop industry-specific functionality, in a
manner commensurate with future expectations of revenues and income from sales
of the resulting product enhancements and functionality.

General and administrative expenses increased 18% to $4.4 million from $3.7
million for the three months ended March 31, 2004 and 2003, respectively and
increased 6% to $8.9 million from $8.4 million for the six months ended March
31, 2004 and 2003, respectively. The increase for both the three and six months
ended March 31, 2004 and 2003, respectively, was primarily attributable to an
increase in salaries and related benefits, property and business taxes, and
insurance premiums.

The decrease in amortization of other intangibles expense for the three and six
months ended March 31, 2004 and 2003, respectively and was due to cessation of
amortization of a fully amortized intangible asset.

NON-OPERATING EXPENSES

<TABLE>
<CAPTION>
                                 Three                               Three              Six                                Six
                                 Months                              Months            Months                             Months
                                 Ended             Change            Ended             Ended             Change           Ended
(in thousands)                  03/31/04             %              03/31/03          03/31/04             %             03/31/03
--------------                  --------           ------           --------          --------           ------          --------
<S>                             <C>                <C>              <C>               <C>                <C>             <C>
Interest income                 $244                35%              $181              $ 448               15%            $391
Other income/(expense), net     $113               (82)%             $643              $(327)            (133)%           $981
</TABLE>

Interest income is attributable to interest earned on marketable securities and
cash and cash equivalents. The decrease in other income was due to foreign
currency exchange rate transaction losses. Also contributing to the decrease is
a one-time gain of approximately $407 thousand for the sale of the Company's
industrial data normalizations services operations in January 2003.

INCOME TAXES

The Company's effective tax rate was a provision of 35% for both the three and
six months ended March 31, 2004 and 2003, respectively. The tax provision was
calculated on income generated in domestic and foreign tax jurisdictions and
changes in the Company's net deferred tax assets and liabilities.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2004, the Company had cash and cash equivalents of $55.2 million
and marketable securities of $41.3 million, and working capital of $39.8
million.

Cash provided by operations was $1.2 million for the six months ended March 31,
2004 primarily attributable to income generated by operations, offset by
accounts payable and accrued compensation.

Cash used in investing activities was $22.9 million for the six months ended
March 31, 2004 and was primarily used in the purchase of marketable securities,
partially offset by sales of securities.

Cash provided by financing activities was $2.1 million for the six months ended
March 31, 2004 and represents proceeds from the Company's Employee Stock Option
and Purchase Plans.

Page 18
<PAGE>

As of March 31, 2004, the Company's principal commitments consist primarily of
office space and equipment operating leases for its U.S. and European
headquarters. The Company's corporate headquarters are under lease through
December 31, 2009. The Company leases its other facilities and certain equipment
under non-cancelable operating lease agreements that expire at various dates
through June 30, 2019.

The Company may use a portion of its cash to acquire additional businesses,
products or technologies complementary to its business. The Company also plans
to make investments over the next year in its products and technology.

The Company expects that its cash flow from operations together with its current
cash and marketable securities will be sufficient to meet its working capital
and capital expenditure requirements through at least March 31, 2005. The
Company's liquidity and working capital requirements, including the current
portions of any long-term commitments, are satisfied through its cash flow from
operations, leaving its cash reserves available for acquisitions, other
investments and unanticipated expenditures. The Company has no long-term debt
obligations. The factors which might impact the Company's cash flows include
those which might impact the Company's business and operations generally, as
described below under the heading "Factors Affecting Future Performance."

FACTORS AFFECTING FUTURE PERFORMANCE

The nature of forward-looking information is that such information involves
significant assumptions, risks and uncertainties. Certain public documents of
the Company and statements made by our authorized officers, directors,
employees, agents and representatives, acting on behalf of the Company, 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 the Company's future results as well as the future
effectiveness of the Company's strategic plans and future operational decisions.
Forward-looking statements made by or on behalf of the Company 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 the Company's implementation
of its plans and operations may differ materially from forward-looking
statements made by or on behalf of the Company. The following discussion
identifies certain important factors that could affect the Company's actual
results and actions and could cause such results and actions to differ
materially from forward-looking statements.

THE TRADITIONAL MARKET FOR OUR MAXIMO 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 more
limited than they have been in the past. 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. While we continue to strengthen our MAXIMO 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 impacted.

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

Given the maturity and saturation of our 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, in two ways. First, we are tailoring and extending MAXIMO to meet the

Page 19
<PAGE>

needs of specific industries in which the Company has a presence, such as the
nuclear, transportation, power transmission and distribution, and other
industries. We refer to these industry-specific MAXIMO offerings as "Industry
Solutions". Second, we are attempting, through the MainControl acquisition and
additional internal development, to deliver products that address markets that
are new to the Company, such as the ITAM and consolidated service desk markets.
There can be no assurance that we will be able to develop and market our
Industry Solutions or new products on time, with acceptable quality and with
such functions and features that meet the requirements of customers in these
markets. If our Industry Solutions and newly acquired or 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 operation and financial condition may be
materially and adversely impacted.

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
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. We cannot give any assurance that we will be
successful in developing and marketing new products or product enhancements, or
that we will not experience significant delays in our development efforts. In
addition, we cannot give any assurance that our new products and product
enhancements will achieve market acceptance. Finally, when we develop new
products, or enhancements to our existing products, it is possible that
potential customers will defer or delay their decisions to purchase existing
products while the newer products and enhancements are being developed, released
and proven in the market. Such delays could have a material and adverse impact
on ongoing sales of existing products, and on the Company's business and our
results of operations.

WE DEPEND SUBSTANTIALLY ON OUR MAXIMO PRODUCT, AND ANY DEVELOPMENTS THAT CAUSE
REDUCED MARKET ACCEPTANCE OF MAXIMO WOULD HARM OUR BUSINESS.

Most of our revenues are derived from the licensing of our MAXIMO family of
products and sales of related services and support. Our financial performance
depends largely on continued market acceptance of MAXIMO, and on the acceptance
and market penetration of MAXIMO 5, our new Internet-centric version of MAXIMO.
We believe that continued market acceptance of MAXIMO, and our revenue stability
and growth, will largely depend on our ability to continue to enhance and
broaden the capabilities of MAXIMO 5, both by broadening the core MAXIMO
functionality and by developing specialized functionality targeted at key
customer industries. New Internet technologies, standards, applications,
functions and features are developing rapidly and are continuously being
introduced, competing for acceptance in the market, and changing, and we must
accurately anticipate technology and market trends and make the right choices in
order to keep MAXIMO 5 at the forefront in its market from a technological
perspective. Any factor adversely affecting sales of MAXIMO, such as delays in
further development, significant software flaws, incompatibility with
significant hardware platforms, operating systems or databases, increased
competition, poor technology decisions or negative evaluations of the product,
would have a material adverse effect on the Company's business and our results
of operations. In addition, 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

Page 20
<PAGE>

over and above the level of investment experienced in the past or previously
projected, which could have a material adverse effect on our results of
operation or financial condition.

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

We have entered into strategic relationships with various larger companies, such
as IBM Corporation, Deloitte Consulting L.P., Booz Allen & Hamilton, Inc., SAIC,
Hewlett-Packard Company and others. In order to generate revenue through these
relationships each party must coordinate with and support each 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.

In addition, we have agreed to develop a version of MAXIMO which will operate
with IBM's Websphere, AIX and DB2 products, and to market the IBM versions of
our products in preference to other versions. MAXIMO sales will therefore be
affected by the success and acceptance of the IBM Websphere, AIX and DB2
products relative to those of IBM's competitors. We may experience difficulties
in gaining market acceptance of the IBM version of our products, and
difficulties in integrating and coordinating our products and sales efforts with
those of IBM. Finally, our alliance with IBM may be viewed negatively by
customers or prospects that have not adopted the IBM technology platform, and
competitive alliances may emerge among other companies that are more attractive
to our customers and prospective customers.

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, which may
negatively impact the price of our stock. 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 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 CHALLENGES WITH THE MAINCONTROL ACQUISITION, AND WE MAY NOT BE
SUCCESSFUL IN ADDRESSING A NEW AND BROADER MARKET.

When we acquired MainControl, Inc., which developed a product that enables
companies to manage, track and maintain their IT assets, such as computers,
telephones and networks, one of our assumptions was that our existing customers
might be interested in purchasing our new IT product. With the acquisition of
MainControl, our positioning with existing and prospective customers has changed
in that we are now offering products which can manage more of a company's
critical physical assets, such as IT assets, in addition to those managed by
MAXIMO, such as plant floor assets, vehicles and facilities. It is possible that
our attempts to characterize this combination of target markets as a single or
composite market will not be accepted within the industry, by market analysts or
by our customers, and as a result we might not gain the cross-market sales
opportunities and synergies that we hoped for in the MainControl acquisition.
Finally, we have announced our intention to integrate the MAXIMO MainControl
product into our MAXIMO 5 platform, utilizing the same leading edge
Internet-centric architecture and technologies as contained in MAXIMO 5, in
order to provide a common platform from which a customer's critical assets may
be managed. It is possible that prospective customers may prefer to wait until
this integrated solution is available before purchasing MAXIMO MainControl, and
it is possible that during the interim period while the integrated version is
under development such customers may decide to purchase a competing

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<PAGE>

product; in either case, revenues from MAXIMO MainControl would be deferred or
lost entirely, and there could be a material and adverse impact on our business
and results of operations.


WE FACE INTENSE COMPETITION IN THE MARKETS WE SERVE.

The markets for strategic asset management software such as MAXIMO and MAXIMO
MainControl 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. MAXIMO also competes with integrated ERP systems,
which include integrated maintenance modules offered by several large vendors,
such as SAP, Oracle, JD Edwards (recently acquired by Peoplesoft) and others.
MAXIMO MainControl competes with companies in ITAM market, such as Peregrine
Systems and Computer Associates. Currently, MAXIMO competes with products of a
number of large vendors, some of which have traditionally provided maintenance
software operating in a client/server environment and are now developing or
offering systems that are Web-architected. 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 or planning and cost
systems markets, or on the industrial supply chain market, we could be at a
competitive disadvantage.

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.

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<PAGE>

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, business intelligence, content and graphics
capabilities developed by these companies. We have agreed to develop a version
of MAXIMO, which will operate with IBM's Websphere application server, its AIX
operating system and DB2 database programs. 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.

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. Periodically, we are
subject to income tax audits. 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.

WE MAY PERFORM MORE FIXED PRICE SERVICES CONTRACTS.

A trend is emerging among customers in our market towards demanding consulting
and implementation services on a fixed price basis, whereby the Company agrees
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
addition, when our Industry Solutions are first delivered, they may not include
all of the functionality required by the initial customers, and we may complete
the development effort under a services contract with the customer. 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 the Company cannot determine the fair value of the services being
delivered, then the Company 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 or other
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 impact on the 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

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<PAGE>

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 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 result 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 a significant number of
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.

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.

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<PAGE>

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company's primary exposures to market risk are the effect of fluctuations in
interest rates earned on its cash equivalents and marketable securities and
exposures to foreign currency exchange rate fluctuations.

At March 31, 2004, the Company held $96.5 million in cash equivalents and
marketable securities consisting of taxable and tax exempt municipal securities.
Cash equivalents are classified as available for sale and valued at amortized
cost, which approximates fair market value. 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.

The Company develops its products in the United States and markets 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. Currently, the Company has no hedging contracts.

ITEM 4. CONTROLS AND PROCEDURES

MRO Software carries out periodic evaluations, under the supervision of the
Company's 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, 2004, our disclosure controls and procedures
were effective to timely alert them to any material information relating to the
Company (including its consolidated subsidiaries) that would be required to be
included in our periodic filings with the Securities and Exchange Commission.
There have been no significant changes in the Company's internal controls or in
other factors that could significantly affect internal controls subsequent to
their evaluation.

The Company intends to continue to review and evaluate the design and
effectiveness of our disclosure controls and procedures on an ongoing basis and
to improve our controls and procedures over time and to correct any deficiencies
that we may discover in the future. Our goal is to ensure that our senior
management has timely access to all material financial and non-financial
information concerning our business. While we believe the present design of our
disclosure controls and procedures is effective to achieve our goal, future
events affecting our business may require us to modify our disclosure controls
and procedures.

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<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

The Company held the Annual Meeting of Stockholders on March 9, 2004. At the
Annual Meeting, the stockholders of the Company voted to approve the following
actions by the following votes:

     1.     To elect Stephen B. Sayre and Alan L. Stanzler as Class II Directors
            of the Company to serve until the 2007 Annual Meeting.

<TABLE>
<CAPTION>
                           No. of Shares/Votes
                    ----------------------------------
                        For         Authority Withheld
                    ----------      ------------------
<S>                 <C>             <C>
Stephen B. Sayre    21,930,275            723,288
Alan L. Stanzler    16,902,168          5,751,395
</TABLE>

The names of each other director whose term of office as a director continued
after the meeting are: Norman E. Drapeau, Jr., Robert L. Daniels, Richard P.
Fishman and John A. McMullen.

     2.     To approve an amendment to the Company's Amended and Restated 1999
            Equity Incentive Plan to increase the number of shares issuable
            thereunder by an additional 1,200,000 shares.

<TABLE>
<CAPTION>
                            No. of Shares/Votes
                            -------------------
<S>                         <C>
For                             18,096,703
Against                          1,879,432
Abstain                             49,450
Non-Vote                         2,627,978
</TABLE>

     3.     To ratify the selection of PricewaterhouseCoopers LLP as the
            Company's independent auditors for the 2004 fiscal year.

<TABLE>
<CAPTION>
                          No. of Shares/Votes
                          -------------------
<S>                       <C>
For                            22,425,115
Against                           225,648
Abstain                             2,800
</TABLE>

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<PAGE>

ITEM 5. OTHER INFORMATION

CERTIFICATION UNDER SARBANES-OXLEY ACT

OUR CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER HAVE FURNISHED TO THE
SEC THE CERTIFICATION WITH RESPECT TO THIS REPORT THAT IS REQUIRED BY SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits

     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)

     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, an incorporated
                  herein by reference)

         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)

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<PAGE>

         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)

     31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of
     2002, Rule 13a-14(a)/15d-14(a), by Chief Executive Officer.

     31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of
     2002, Rule 13a-14(a)/15d-14(a), by Chief Financial Officer.

     32.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of
     2002, 18 U.S.C. Section 1350 by Chief Executive Officer and Chief Financial
     Officer.

(b) Reports on Form 8-K

On January 22, 2004, the Company filed a current report on Form 8-K disclosing
its results of operations for the quarter ended December 31, 2003.

On April 15, 2004, the Company filed a current report on Form 8-K disclosing its
results of operations for the quarter ended March 31, 2004.

The Company will furnish a copy of any exhibit listed to requesting stockholders
upon payment of the Company's reasonable expense in furnishing those materials.

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<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 14, 2004                           By: /s/ Peter J. Rice
                                                 ------------------------------
                                                   Peter J. Rice
                                                   Executive Vice President -
                                                   Finance and Administration,
                                                   Chief Financial Officer and
                                                   Treasurer
                                                   (Principal Financial Officer)

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<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
  NO.                                 DESCRIPTION                                  PAGE
  ---                                 -----------                                  ----
<S>      <C>                                                                       <C>
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)

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 pursuant to Section 302 of the Sarbanes-Oxley Act of
         2002, Rule 13a-14(a)/15d-14(a), by Chief Executive Officer.

31.2     Certification pursuant to Section 302 of the Sarbanes-Oxley Act of
         2002, Rule 13a-14(a)/15d-14(a), by Chief Financial Officer.

32.1     Certification pursuant to Section 906 of the Sarbanes-Oxley Act of
         2002, 18 U.S.C. Section 1350 by Chief Executive Officer and Chief
         Financial Officer.
</TABLE>

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