<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 10-Q
(Mark one)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                  ACT OF 1934
               For the quarterly period ended September 30, 1999

                                      or

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(D) OF THE SECURITIES
                             EXCHANGE ACT OF 1934
             For the transition period from ________ to ________.


                       Commission file number:  O-26886


                      OBJECTIVE SYSTEMS INTEGRATORS, INC.
            (Exact name of registrant as specified in its charter)


                Delaware                               68-0239619
     (State or other jurisdiction of         (I.R.S. Identification Number)
      incorporation or organization)

                             100 Blue Ravine Road
                           Folsom, California 95630
          (Address of principal executive office, including zip code)

                                (916) 353-2400
             (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  _____
                                       ---


  Number of shares of registrant's common stock outstanding as of October 31,
                               1998: 35,877,146

                                       i
<PAGE>

                      OBJECTIVE SYSTEMS INTEGRATORS, INC.

                               Table of Contents


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

Item 1.  Condensed Consolidated Financial Statements......................    1

         Condensed Consolidated Balance Sheets at September 30, 1999
         and June 30, 1999................................................    1

         Condensed Consolidated Statements of Operations for the three
         months ended September 30, 1999 and 1998.........................    2

         Condensed Consolidated Statements of Cash Flows for the three
         months ended September 30, 1999 and 1998.........................    3

         Notes to Condensed Consolidated Financial Statements.............    4

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations............................................    6

Item 3.  Quantitative and Qualitative Disclosure About Market Risk........   18


PART II. OTHER INFORMATION

Item 1.  Legal Proceedings................................................   18

Item 6.  Exhibits and Reports on Form 8-K.................................   19

SIGNATURE                                                                    20


         10.1  1994 Incentive Stock Plan
         10.2  1995 Employee Stock Purchase Plan
         10.3  Employment Agreement Lawrence F. Fiore
         27.1  Financial Data Schedule

</TABLE>

                                       i
<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements


                      OBJECTIVE SYSTEMS INTEGRATORS, INC.
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                (in thousands)

<TABLE>
<CAPTION>
                                                                                September 30,     June 30,
                                                                                    1999            1999
                                                                                -------------     ---------
                                                                                 (unaudited)         (1)
<S>                                                                             <C>               <C>
ASSETS
Current assets:
  Cash and cash equivalents...............................................        $ 15,203        $ 15,811
  Short-term investments..................................................          16,197          15,771
  Accounts receivable (net of allowance of $2,069 and $1,865).............          12,068          17,251
  Prepaid expenses and other current assets...............................           1,788           1,515
                                                                                  --------        --------
     Total current assets.................................................          45,256          50,348
Property and equipment, net...............................................          10,435          11,319
Other assets, net.........................................................           3,781           4,757
                                                                                  --------        --------
     Total assets.........................................................        $ 59,472        $ 66,424
                                                                                  ========        ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable........................................................        $  5,434        $  5,822
  Accrued liabilities.....................................................           6,076           6,662
  Deferred revenue........................................................           8,851          10,078
                                                                                  --------        --------
     Total current liabilities............................................          20,361          22,562

Stockholders' equity:
  Common stock............................................................          86,707          86,703
  Accumulated other comprehensive loss....................................            (943)           (917)
  Retained deficit........................................................         (46,653)        (41,924)
                                                                                  --------        --------
     Total stockholders' equity...........................................          39,111          43,862
                                                                                  --------        --------
     Total liabilities and stockholders' equity...........................        $ 59,472        $ 66,424
                                                                                  ========        ========
</TABLE>


(1)  Information in this column derived from OSI's audited consolidated
balance sheet as of June 30, 1999.

See notes to condensed consolidated financial statements.

                                       1
<PAGE>

                      OBJECTIVE SYSTEMS INTEGRATORS, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                   (in thousands, except per share amounts)
                                  (unaudited)

<TABLE>
<CAPTION>
                                                               Three Months Ended
                                                                  September 30,
                                                             ----------------------
                                                               1999          1998
                                                             ---------     --------
<S>                                                          <C>           <C>
Revenues:
  License...............................................     $  4,824       $11,428
  Service and other.....................................        7,187         6,532
                                                             --------       -------
     Total revenues.....................................       12,011        17,960
                                                             --------       -------
Cost of revenues:
  License...............................................          575           449
  Service and other.....................................        3,879         4,670
                                                             --------       -------
     Total cost of revenues.............................        4,454         5,119
                                                             --------       -------
Gross profit............................................        7,557        12,841
                                                             --------       -------
Operating expenses:
  Sales and marketing...................................        6,079         7,132
  Research and development..............................        4,727         4,729
  General and administrative............................        1,542         1,497
                                                             --------       -------
     Total operating expenses...........................       12,348        13,358
                                                             --------       -------
Loss from operations....................................       (4,791)         (517)

Other income, net.......................................          261           639
                                                             --------       -------
Income (loss) before income taxes.......................       (4,530)          122

Provision for income taxes..............................          199            48
                                                             --------       -------
Net income (loss).......................................     $ (4,729)      $    74
                                                             --------       -------
Earnings (loss) per share:
  Basic.................................................     $  (0.13)      $  0.00
                                                             ========       =======
  Diluted...............................................     $  (0.13)      $  0.00
                                                             ========       =======
Shares used in loss per share calculations:
  Basic.................................................       35,630        34,807
                                                             ========       =======
  Diluted...............................................       35,630        35,930
                                                             ========       =======
</TABLE>

See notes to condensed consolidated financial statements.

                                       2
<PAGE>

                      OBJECTIVE SYSTEMS INTEGRATORS, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                  (unaudited)

<TABLE>
<CAPTION>
                                                                                                Three Months Ended
                                                                                                   September 30,
                                                                                               ---------------------
                                                                                                 1999          1998
                                                                                               -------       -------
<S>                                                                                            <C>           <C>
  Cash flows from operating activities:
     Net income (loss)......................................................................  $ (4,729)      $    74
     Adjustments to reconcile net income (loss) to net cash provided by
        operating activities:
        Depreciation and amortization.......................................................     2,593         1,727
        Deferred income taxes...............................................................        --           (50)
        Stock compensation expense..........................................................        --           105
        Effect of changes in:
          Accounts receivable...............................................................     5,177         1,357
          Prepaid expenses and other current assets.........................................      (268)         (456)
          Accounts payable..................................................................      (421)            9
          Accrued liabilities...............................................................      (582)          206
          Deferred revenue..................................................................    (1,227)          826
                                                                                               -------       -------
               Net cash provided by operating activities....................................       543         3,798
                                                                                               -------       -------
  Cash flows from investing activities:
     Sales (purchases) of short-term investments............................................      (427)        2,692
     Purchases of property and equipment....................................................      (704)       (1,631)
     Purchases of other assets..............................................................       (43)           --
                                                                                               -------       -------
               Net cash provided by (used in) investing activities..........................    (1,174)        1,061
                                                                                               -------       -------
  Cash flows from financing activities:
     Proceeds from issuance of common stock, net............................................         4           250
     Purchase of treasury stock.............................................................        --          (172)
                                                                                               -------       -------
               Net cash provided by financing activities....................................         4            78
                                                                                               -------       -------
  Effect of exchange rate changes on cash...................................................        19           (36)
                                                                                               -------       -------
               Net increase (decrease) in cash and cash equivalents.........................      (608)        4,901
  Cash and cash equivalents:
     Beginning of the period................................................................    15,811        24,568
                                                                                               -------       -------
     End of the period......................................................................   $15,203       $29,469
                                                                                               =======       =======
</TABLE>

See notes to condensed consolidated financial statements.

                                       3
<PAGE>

                      OBJECTIVE SYSTEMS INTEGRATORS, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (unaudited)

1.   Basis of Presentation

These unaudited, condensed, consolidated financial statements have been
prepared by Objective Systems Integrators, Inc. ("OSI") under the rules and
regulations of the Securities and Exchange Commission. In accordance with those
rules and regulations, some of the information normally included in financial
statements prepared in accordance with generally accepted accounting principles
has been condensed or omitted.

The information in this report reflects all adjustments that we believe are
necessary to fairly state OSI's financial position, results of operations and
cash flows for the periods presented. These adjustments consist of items that
are of a normally recurring nature.

These financial statements should be read in conjunction with the audited
financial statements and their notes contained in OSI's Annual Report on
Form 10-K for the fiscal year ended June 30, 1999. Results for interim periods
are not necessarily indicative of the results expected for the full fiscal year
or for any other period.

2.   Net Income (Loss) Per Share

Under SFAS No. 128, Earnings Per share, basic net income (loss) per share is
computed using the weighted average of common shares outstanding. Diluted net
income (loss) per share is computed using the weighted average number of common
and common equivalent shares outstanding during the period. Common equivalent
shares are the incremental common shares that could be issued (using the
treasury stock method) following the exercise of stock options. Common
equivalent shares outstanding are not included in the net loss per share
calculations in loss periods as their inclusion would have the effect of showing
a smaller loss per share.

3.   Comprehensive Income

SFAS No, 130, Reporting Comprehensive Income, requires us to report a new,
additional measure of income. "Comprehensive Income" includes gains and losses
from foreign currency translations and unrealized gains and losses on equity
securities. These items were previously excluded from net income and reflected
instead in stockholders' equity. The following table sets forth the calculation
of comprehensive income:

<TABLE>
<CAPTION>
                                                   For the Three Months Ended
                                                          September 30,
                                                   --------------------------
(in thousands)                                           1999         1998
                                                   --------------------------
<S>                                                <C>               <C>
Net income (loss)                                      $(4,729)      $  74
Foreign currency translation losses                        (26)       (160)
                                                   --------------------------
Total comprehensive loss                               $(4,755)      $ (86)
                                                   ==========================
</TABLE>

                                       4
<PAGE>



4.   Accounting for Derivative Instruments and Hedging Activities

In June 1998, the Financial Accounting Standard Board issued SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities. SFAS No. 133
establishes accounting and reporting standards requiring that every derivative
instrument be recorded in the balance sheet as an asset or liability measured at
its fair value. It requires that changes in a derivative's fair value be
recognized currently in earnings unless specific hedge accounting criteria are
met. It also requires that companies must formally document, designate, and
assess the effectiveness of transactions that receive hedge accounting. SFAS No.
133 is effective for fiscal years beginning after June 15, 2000 and cannot be
applied retroactively. We are currently evaluating SFAS No. 133, but do not
expect that it will have a material effect on our financial position or results
of operations.*

5.   Segment and Geographic Information

The Company adopted SFAS No. 131 Disclosures about Segments of an Enterprise and
Related Information, in fiscal 1999. SFAS No. 131 established standards for
reporting information in our financial statements about operating segments.
Operating segments are defined as components of an enterprise where separate
financial information is available that is regularly evaluated by a chief
operating decision maker, or decision making group, in deciding resource
allocations and in assessing performance. Our chief operating decision makers
are our Co-Chief Executive Officers.

We conduct our business in one business segment. For the quarter ended
September 30, 1999, no one customer accounted for more than 10% of our total
revenues. While our Co-Chief Executive Officers evaluate results in a number of
different ways, the line of business management structure is the primary basis
they use to assess financial performance and allocates resources.

The accounting policies of the line of business operating segments are the same
as those described in our form 10-K for the fiscal year ended June 30, 1999.

The following table presents a summary of geographic information:

                                       5
<PAGE>

<TABLE>
<CAPTION>
                                                   For the Three Months
                                                    Ended September 30,
                                                  -----------------------
(in thousands)                                        1999        1998
                                                  -----------------------
<S>                                               <C>             <C>
Revenues:
  United States.................................     $ 6,089      $ 9,889
  Europe........................................       1,909        1,687
  Asia and Pacific Rim..........................       2,698        3,940
  Latin America.................................       1,230        2,444
  Other.........................................          85           --
                                                  -----------------------
    Total.......................................     $12,011      $17,960
                                                  =======================

Long-lived assets:
  United States.................................     $12,632      $14,349
  Europe........................................         138          135
  Asia and Pacific Rim..........................       1,446        1,592
                                                  -----------------------
    Total Consolidated..........................     $14,216      $16,076
                                                  =======================
</TABLE>


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

Forward-Looking Statements

Some of the statements in this Report are "forward-looking statements" as
defined in the Private Securities Litigation Reform Act of 1995. They have been
identified with an asterisk (*). Underlying these statements are a number of
assumptions regarding risks, both known and unknown, which may cause the actual
results of Objective Systems Integrators, Inc. ("OSI") or the communications
industry to differ materially from those that are expressed or implied. These
risks include but are not limited to concentration of product and customers;
growth of sales, customer support and development organizations; competition and
technological change in the industry; international licensing; dependence on
third party relationships; risk of product defect; fluctuations of quarterly
results; "Year 2000" issues; and retention of key personnel. Additional
information can be found in Item 1, Notes to Condensed Consolidated Financial
Statements and throughout Item 2, Management's Discussion and Analysis of
Financial Condition and Results of Operations and Item 3, Quantitative and
Qualitative Disclosure About Market Risk.

Overview

OSI provides Operation Support Systems ("OSS") framework and application
software that simplifies the integration and management of communications
networks, services, and processes. We were founded in June of 1989 and began
shipments of our NetExpert(TM) product line in August of 1990. In fiscal 1999,
we announced our next-generation framework product, NetExpert Virtual Service
Management ("VSM(TM)") and NetExel(TM) Solution Services applications. These new
products reduce deployment time and reduce the expertise needed for
customization of our products. They are being integrated under our NetEx(TM)
Unified Management Architecture ("UMA(TM)") to provide a blueprint for managing
converged services and

                                       6
<PAGE>

networks. As of September 30, 1999, we had directly or indirectly licensed our
products to over 250 customers around the world.

Revenue from licenses, service and support of the NetExpert product line has
accounted for substantially all of our revenues since our inception. A typical
NetExpert sale generally includes a combination of license fees, fees for
professional services and fees for customer support and training. We believe
that revenue from the license, service and support of our NetExpert product line
including VSM, will account for substantially all of our total revenue for the
foreseeable future.* A significant portion of revenues has been, and will
continue to be, derived from substantial orders placed by large organizations.*
The timing of these orders and their fulfillment has caused, and may continue to
cause, material fluctuations in operating results, particularly on a quarterly
basis.* We believe that our quarterly revenues and operating results are likely
to vary significantly in the future and that period-to-period comparisons of
revenue and results of operations are not necessarily meaningful.* We also
believe that quarterly revenues should not be relied on as indications of future
performance.*

We distribute and sell NetExpert products to end users in North America
primarily through a direct sales organization. Outside of North America, we sell
through systems integrators, local value-added resellers and, to a lesser
extent, an in-region direct sales force. We intend to enter into additional
international markets and to continue to grow our international operations by
expanding our direct sales force, opening new in-region customer support and
sales offices, adding value-added resellers and pursuing additional strategic
relationships.* See further discussion in the "Results of Operations" section
                ---
below.

For the first quarter of fiscal 2000, we had a net loss of $4.7 million compared
to net income of $0.1 million for the same period in fiscal 1999. Some of the
factors that contributed to this loss are described in the following "Results of
Operations" section. We are following a strategy aimed at meeting the service
management, network management and process integration needs of communications
services providers. In fiscal 1998 and 1999, we placed heavy emphasis on
development of a new generation of products that can be integrated under our
Unified Management Architecture. In fiscal 2000, we plan to 1) continue the
launch of our new product line, 2) build stronger sales and customer interface
organizations, and 3) forge new strategic alliances while strengthening our
existing relationships. While we believe this strategy will help us gain market
share in fiscal 2000 and grow our backlog of orders, we can give no assurances
that this strategy will be successful. Some orders we include in our backlog may
be cancelled without significant penalty.

Results of Operations

Revenues:

<TABLE>
<CAPTION>
                                             For the three months ended
                                                     September 30,
                                                     -------------
(in thousands, except percentages)

                                         1999          Change          1998
                                         ----         --------        ------
<S>                                     <C>           <C>            <C>
License.....................           $ 4,824         (58%)         $11,428
Percentage of revenues......                40%                           64%
Service and other...........           $ 7,187          10%          $ 6,532
Percentage of revenues......                60%                           36%
Total revenues..............           $12,011         (33%)         $17,960
</TABLE>

                                       7
<PAGE>

Our revenues are derived from license fees and fees for services that complement
our products, including professional services, software support, customer
support and training. The decrease in total revenues for the three months ended
September 30, 1999, compared with the three months ended September 30, 1998,
resulted primarily from a decrease in the number and size of the orders we
received. Related to this, we also experienced increased turnover in the number
of our direct sales representatives, which affected the productivity of sales
operations for the quarter ended September 30, 1999 compared with the quarter
ended September 30, 1998.

List prices for our products and services did not change significantly during
the comparison periods. However, we are in the process of instituting a new
pricing model that will provide customers with additional choices when licensing
our software. This may have a negative impact on future revenues if our pricing
model does not attract sufficient volume.*

License Revenues. Software licenses have generally been granted and priced on a
per-server basis, although we have granted site, network-wide or enterprise-wide
licenses for larger installations. In future periods, licenses may be granted on
either a per-server basis or other bases. We generally recognize license
revenues when a noncancellable license agreement has been signed, product has
been shipped, there are no uncertainties surrounding product acceptance, the
fees are fixed and determinable, and collection is probable. We recognize
revenue under contracts requiring customization using the percentage-of-
completion method of contract accounting, based on the ratio of incurred costs
to total estimated costs. Although generally our license agreements do not
provide for a right of return, we maintain reserves for returns and potential
credit losses.

The decrease in license revenues in absolute dollars and as a percentage of
total revenues for the three months ended September 30, 1999, compared with the
three months ended September 30, 1998, was due to a decrease in orders for our
products from both existing and potential new customers. We believe that this
decrease is directly related to the increased turnover in our sales
organization and have embarked on an aggressive program to increase the size
and competency of our direct sales force.

Services and Other Revenues. We recognize revenues for training, consulting and
professional services as the services are performed and acceptance criteria have
been met. We offer support contracts to our customers. These contracts provide
telephone support, updates and maintenance of our products during the support
period. Revenues from our support contracts are deferred and recognized ratably
over the term of the support agreement. Payments for support fees are generally
made in advance and are nonrefundable. The growth in our service and other
revenues in absolute dollars and as a percentage of total revenues for the three
months ended September 30, 1999, compared with the three months ended September
30, 1998, reflects an increase in the number of customer projects and the
reduced level of license revenue.

We expect that our services and other revenues will continue to represent a
significant portion of our total revenues in future periods.* We anticipate
continued demand for professional services in connection with licenses of
NetExpert VSM, the renewal of existing support contracts and incremental support
revenues attributable to a growing installed base of our products.* We also
believe that historic growth rates for services and other revenues should not be
relied on as an indication of future growth rates.*

International Revenues. Revenues from outside of the United States represented
49% and 45% of total revenues for the three months ended September 30, 1999 and
1998, respectively. The increase in our international revenues as a percentage
of total revenues, though decreased in absolute dollars, is due primarily to our
on-going investment in this segment of our business.  We expect to continue
investing in our international

                                       8
<PAGE>

operations.* However, given the current economic uncertainties in world markets,
we can give no assurances that continued international investment will remain
prudent or that the relative percentage increases in our international revenues
will continue.*

The European communications market is growing, as privatization in the region
continues to create a more competitive service provider market. We participated
in this growth in fiscal 1999 and in the first quarter of fiscal 2000. We are
continuing to build our European operations in anticipation of the opportunity
for increased business in this market.*

We believe that the weakened economic conditions in the Asia/Pacific Rim region
have had a slightly negative impact on our growth rate over the last two years.
There can be no assurances that the economies in the Asia Pacific region
will fully recover in the near term, or that similar economic problems will not
occur in other parts of the world. There can also be no assurances that if
economies in Asia-Pacific continue to improve, this will positively impact our
business.*

We expect that international revenues will continue to account for a material
portion of our total revenues in future periods.* Our international business
involves a number of inherent risks, including longer receivable collection
periods, greater difficulty in collections, fluctuations in the real cost of our
products given changes in relative exchange rates, difficulty in staffing and
managing operations, a longer sales cycle, potentially unstable political and
economic conditions, unexpected changes in regulatory requirements, including a
slowdown in the rate of privatization of telecommunications services, reduced
protection for intellectual property rights, potentially adverse tax
consequences, and tariffs and other trade barriers. In addition, access to
foreign markets is often difficult due to the established relationships between
government-owned or government-controlled communications providers and local
suppliers of communications products. We cannot give assurances that we will be
able to continue penetrating international markets successfully. In addition, we
cannot give assurances we will be able to sustain or increase revenue from
international licensing and services or that the factors listed above will not
adversely affect our future international business. Any of these factors could
have a material, adverse effect on our business, operating results and financial
condition.*

Cost of Revenues:

<TABLE>
<CAPTION>
                                              For the three months ended
                                                    September 30,
                                      -----------------------------------------
(in thousands, except percentages)
                                          1999         Change       1998
                                          ----         ------       ----
<S>                                   <C>              <C>        <C>
Cost of license revenues..............   $  575         15%       $   499
Percentage of revenues................        5%                        3%
Cost of service and other revenues....   $3,879        (17%)      $ 4,670
Percentage of revenues................       32%                       26%
Total cost of revenues................   $4,454        (13%)      $ 5,119
Percentage of revenues...............       37%                        29%
Gross profit..........................   $7,557                   $12,841
Percentage of revenues................       63%       (41%)           71%
</TABLE>

Cost of License Revenues. Cost of license revenues consists primarily of license
fees paid to third-party software vendors and the costs of product media and
duplication, manuals, packaging materials, shipping expenses, amortization of
capitalized software costs, and related labor costs. For the three months ended

                                       9
<PAGE>

September 30, 1999, compared with the three months ended September 30, 1998,
cost of license revenues increased due to temporarily higher than normal costs
for third party software.

Cost of Services and Other Revenues. Cost of services and other revenues
consists primarily of personnel costs related to professional services and
maintenance services we provide in connection with our products. It also
includes outside service fees paid to third-party providers of professional
services, related travel costs, overhead and losses related to professional
services contracts. Our cost of service and other revenues decreased for the
three months ended September 30, 1999, compared with the three months ended
September 30, 1998. This decrease was due to reduced headcount and associated
personnel and overhead costs, including facilities and leasehold costs. These
reductions were offset by an increase in outside contractor labor expenses. We
believe that in the future, the cost of service and other revenues may increase
in absolute dollars.*

Gross profit decreased primarily because of the significant decrease in license
revenue for the three months ended September 30, 1999, as compared to the three
months ended September 30, 1998. This was offset by decreased costs in our
professional services organization which increased gross profit for service and
other revenues. We expect to continue maintaining a gross profit in our
professional services segment. However, if our costs of providing services were
to increase faster than our service revenues, losses could occur in the future.*

Operating Expenses:

<TABLE>
<CAPTION>
                                For the three months ended September 30,
(in thousands, except
 percentages)                       1999           Change          1998
                               ------------     -----------    -------------
<S>                            <C>              <C>            <C>
Sales and marketing              $ 6,079            (15%)         $ 7,132
Percentage of revenues                51%                              40%
Research and development         $ 4,727             (0%)         $ 4,729
Percentage of revenues                39%                              26%
General and administrative       $ 1,542              3%          $ 1,497
Percentage of revenues                13%                               8%
Total operating expenses         $12,348             (8%)         $13,358
Percentage of revenues               103%                              74%
</TABLE>

Sales and Marketing. Sales and marketing expenses consist mainly of salaries,
commissions and bonuses for sales and marketing personnel, facilities costs
associated with sales and customer support offices, promotional expenses and
contract administration. These expenses decreased for the three months ended
September 30, 1999, compared with the three months ended September 30, 1998.
This was primarily due to the decrease in sales revenues, which resulted in
reduced commissions. There was also a reduction in headcount for sales and
marketing to 83 from 125 resulting in a decrease in salaries and personnel
related costs. We also reduced travel expenses during this period. We expect
that sales and marketing expenses in future periods will increase in absolute
dollars and as a percentage of revenues due, in part, to our active hiring
program and to agreements with various partners who are involved in the
marketing of our products.*

Research and Development. Research and development expenses consist mainly of
personnel costs for product research, development and quality assurance.
Research and development expenses remained steady for the three months ended
September 30, 1999, compared with the three months ended September 30, 1998.
Headcount and related expenses, such as travel and computer operations, were
reduced. However these reductions were offset by increased amortization of
purchased technology. We expect that we will

                                       10
<PAGE>

continue committing significant resources to research and development to enhance
and extend our core technology and product lines.* Although we are committed to
controlling expenses in research and development, these expenses may increase in
absolute dollars or as a percentage of total revenues.*

General and Administrative. General and administrative expenses consist mainly
of personnel costs for finance, human resources, legal affairs and general
management. Also included are outside legal and accounting fees, corporate
insurance expenses and allowance for doubtful accounts. General and
administrative expenses for the three months ended September 30, 1999, compared
with the three months ended September 30, 1998, remained flat. Reduced headcount
resulted in a decrease in personnel-related costs, but the decrease was offset
by increased costs for accounting fees, outside labor and depreciation. We
expect that general and administrative expenses may increase in the future with
the hiring of additional personnel.* Although we believe our allowance for
doubtful accounts is adequate as of September 30, 1999, we will continue to
review this allowance and adjust it as needed. This could result in additional
charges to general and administrative expenses.*


Other Income, Net:

<TABLE>
<CAPTION>
                                For the three months ended September 30,
                            ------------------------------------------------
(in thousands, except
 percentages)                   1999            Change              1998
                            ------------     -------------      ------------
<S>                           <C>              <C>                <C>
Other income, net             $ 261               (59%)           $ 639
Percentage of revenues            2%                                  4%
</TABLE>

Other Income, Net. The decrease in other income, net was primarily due to the
decrease in levels of cash and cash equivalents resulting in lower interest
income. Other contributing factors were an increase in the loss associated with
foreign currency fluctuations and certain expenses related to payments received
from an international customer.

Provision for Income Taxes:

<TABLE>
<CAPTION>
                                    For the three months ended September 30,
                                 ---------------------------------------------
(in thousands, except
 percentages)                       1999           Change            1998
                                 -----------     -----------     -------------
<S>                              <C>             <C>             <C>
Provision for income taxes         $ 199             315%            $  48
Percentage of revenues                 2%             NM                 0%
</TABLE>

NM- Not meaningful


Provision (Benefit) For Income Taxes. The provision for income taxes includes
federal, state and foreign income taxes. The effective tax rate was 39% for the
three months ended September 30, 1998. The effective tax rate for the three
months ended September 30, 1998 differs from the federal statutory rate
primarily because of foreign taxes, state taxes and research and development tax
credits. For the three months ended September 30, 1999, the provision for income
taxes represents state and foreign taxes. We did not record a benefit for the
loss during the quarter due to uncertainty regarding the realization of the
benefit.

                                       11
<PAGE>

Year 2000 Readiness

We are continuing to assess the extent to which our internal systems and
products evaluate date information ("Year 2000 dependencies") and, if so,
whether they can properly process and evaluate dates on or after the Year 2000
(i.e. whether they are "Year 2000-compliant"). We have been taking remedial
action where systems and products are not Year 2000-compliant. We also regularly
re-evaluate our contingency plans for continuing operations if Year 2000
problems arise despite steps to avoid them. We expect that our remediation
activities will continue throughout fiscal 2000.*

We believe that we have identified the Year 2000 dependencies in our internal
systems. We have examined all critical systems including manufacturing, sales,
development, communications and financial systems. We have also examined many of
our noncomputer electronic devices that contain microprocessors (for example,
telephones, security systems, and HVAC systems). As dependencies have been
identified, we have been taking the remediation measures necessary for our
internal systems to be Year 2000-compliant. No significant internal systems
projects have been or are being deferred due to Year 2000 remediation costs. In
most instances, installation of new software or hardware that is Year
2000-compliant has been occurring in the normal course of our business.

We currently expect that the Year 2000 problem will not pose significant
internal operational issues.* We are not aware of any material operational
issues or costs associated with preparing our internal systems for the Year
2000. However, we can give no assurances that we will not experience
unanticipated material costs caused by undetected errors or defects in those
systems. Delays in or a failure to fully identify all of our Year 2000
dependencies in our internal systems could result in delays in the delivery or
sale of products.* This could have material adverse consequences on our
business.* Therefore, we have put in place, and are regularly re-evaluating,
contingency plans for continuing operations should these types of problems
arise.

We depend on critical suppliers and vendors, and therefore on the proper
functioning of their information systems and software. Their failure to address
Year 2000 issues could have a material effect on our operations and financial
results.* As of this date, we are not aware of any critical systems suppliers or
vendors that will not be Year 2000-compliant. However, we are continuing our
assessments and, depending on the particular situation, have identified
alternative suppliers or vendors.* We have developed contingency plans for
critical system failures or delays involving suppliers that are not Year
2000-compliant. We expect to continue revisiting these plans throughout most of
fiscal 2000.

We have contacted each of our key suppliers to determine the extent to which
they believe their products and operations are Year 2000-compliant. We have
contacted providers of both products and services in areas such as network and
communications infrastructure, manufacturing, facilities management, finance and
human resources. We have asked them to notify us if their products or services
are not Year 2000-compliant. To date we have received no indication from any key
supplier that it is not, or will not be, Year 2000-compliant. We are continuing
to test and analyze all of our vendor systems as we believe appropriate.

We are also continuing to work with the key suppliers of third-party software
products and services that are used in connection with our NetExpert VSM-based
products. We continue to monitor their reported progress toward Year 2000
compliance and compatibility with Year 2000-compliant versions of NetExpert VSM.
We are not aware of any material operational issues or costs associated with
these suppliers regarding Year 2000 compliance. However, no assurances can be
given that we will not

                                       12
<PAGE>

experience unanticipated material costs caused by undetected errors or defects
in these third-party software products.* Delays in remediation or a failure to
identify all of our Year 2000 dependencies could result in material adverse
consequences to our business and results of operations.*

We have evaluated all of our current products and have taken the measures needed
to bring them into Year 2000 compliance. We have notified our customers
that do not intend to develop modifications to earlier versions of our products
or to customized deliverables that are no longer under warranty.

We have also advised each of our customers of our Year 2000 compliance
standards. Year 2000-compliant versions of available products have been offered
at no additional charge to those customers who have maintenance and support
contracts. Most of our customers have already migrated to Year 2000-compliant
versions of our products. We have also offered our customers fee-based
professional services to assist in the migration of their NetExpert-based
implementations to Year 2000-compliant versions.

Despite our remediation efforts, we can give no assurances that our Year 2000-
compliant products will function properly when they are integrated with other
products, including previously customized OSI software, third-party software,
and hardware. Our products are used in numerous operating environments, and we
can also give no assurance that they will be compliant in all environments. Even
though we believe we have taken measures to bring our current products into Year
2000 compliance, our customers may nevertheless experience Year 2000
difficulties because of the noncompliance of other products that interoperate
with our products, whether those other products have been provided by us, the
customer or a third party. If our products are part of a system that is not able
to manage and manipulate data related to the Year 2000, the result could be a
material adverse effect on our business.*

We have offered our customers fee-based additional support to cover the time
period before and after January 1, 2000. This support is designed to address
production system failures that might occur at our customer sites. We plan to
have additional professional services and customer support personnel on call to
handle any customer's production system failure.

To date, we have incurred costs related to our Year 2000 readiness program but
have not maintained separate cost accounting for them. Our Year 2000 readiness
efforts have been undertaken by existing employees, and the associated costs
have been treated as normal operating expense. These costs have included testing
and modifying our computer network and our principal products. They have also
included modification of certain products and other deliverables (including
customized OSI software rulesets and applications) where we have contractually
agreed to provide Year 2000-compliant versions. As of September 30, 1999, we
estimate these costs to be approximately $8.0 million.

We expect to incur additional costs for our Year 2000 readiness program related
to customer support and customer service requests.* We currently estimate these
additional costs will not exceed $0.1 million over the remainder of the calendar
year.* This does not include potential costs related to customer or other
claims, or costs related to internal software and hardware replaced in the
normal course of business.

We believe we have adequate general corporate funds to pay for expected costs
and expenditures related to Year 2000 readiness.* This belief is based on our
current assessment and is subject to change as our Year 2000 readiness program
progresses.

We have provided our customers with limited assurances regarding those of our
products that comply with the Year 2000 standards we have adopted. Except as
specifically provided for in the contracts and other limited written assurances
that we have provided, we do not believe we are legally responsible for

                                       13
<PAGE>

costs incurred by our customers to ensure the Year 2000 compliance of their
software, systems and operations.* Our customer agreements typically contain
provisions designed to limit liability for these types of claims. However, it is
possible that these provisions will not provide adequate protection from
liability under applicable law or under unfavorable judicial decisions.* Even if
we have disclaimed responsibility for any Year 2000 problems, or identified and
notified our customers of them, customers may nevertheless make claims against
all suppliers of the component parts of their operating environment.* Any Year
2000 claims, whether with or without merit, could result in a material adverse
effect on our business, financial condition and results of operations.*

We believe that the "most reasonably likely worst case scenario" involving Year
2000 will involve the corruption of data contained in internal information
systems, hardware failures and the failure of third-party systems.* We believe
our greatest risk lies with the potential failure of third-party systems rather
than with our internal systems or products.* We have only minimal ability to
assess and remediate the Year 2000 problems of third parties. We believe the
greatest detrimental effect on our business would occur if infrastructure
services, such as electricity, telecommunications, transportation supply chains
or suppliers of materials, were inoperable.* We rely on local private and
governmental suppliers for electricity, water, sewer and other needed supplies.
Failure of an electrical grid or an uneven supply of power could completely shut
down the affected facility. It could also shut down airports and other means of
transportation.* Critical suppliers could be partially or completely shut down
and unable to provide supplies on a timely basis.* We may not be able to obtain
a replacement supplier in a timely manner, on acceptable terms or at all.* While
we do not maintain the ability to replace third-party supplies with internal
production, contingency planning includes the ongoing assessment and
identification of substitute suppliers. Among other things, contingency plans
for a major infrastructure failure might include a shift in production to
another unaffected site. We have installed a back-up generator in our new
facility to provide partial power to our core functional areas.

We believe that the purchasing patterns of our customers and potential customers
will be affected by the Year 2000 issues as they bring their current software
systems into Year 2000 compliance.* Funds available to purchase new products may
be reduced.* Given the overall uncertainty of the situation, customers or
potential customers may delay the purchase and introduction of new functionality
until after the Year 2000 transition has been completed.* Potential changes in
purchasing patterns such as these could have a material adverse effect on our
business, operating results or financial condition.*

Factors That May Affect Future Results

Quarterly Results. Our quarterly operating results have varied significantly in
the past and can be expected to vary significantly in the future.* The
fluctuation in quarterly license revenues is caused by the timing of large
orders by our customers, including global telecommunication providers and new,
emerging communication service providers. Orders are typically preceded by long
sales cycles and, accordingly, it has been and will continue to be difficult to
predict when they will be received.* We expect that quarterly license revenues
will continue to vary significantly depending on the timing of our orders.* The
failure to obtain an order during any given reporting period, for whatever
reason, would have a material adverse effect on our business.

We typically receive a significant portion of our orders, and record the
resulting revenue, in the last month of a quarter and frequently in the last
weeks or even days of a quarter. Expense levels are based, in part, on our
expectations of future revenues. If actual revenues are below expectations,
operating results can be adversely affected. In particular, because only a small
portion of our expenses vary with

                                       14
<PAGE>

revenue, net income may be disproportionately affected if anticipated revenues
are not realized. We believe this pattern will continue.*

Our quarterly operating results have also varied and will continue to vary
significantly from quarter to quarter based on factors such as the capital
spending patterns of our customers; changes in our pricing policies or those of
our competitors; increased competition; cancellation of licenses or support
agreements; changes in operating expenses; personnel changes; fluctuation in
demand for NetExpert VSM-based products; the number, timing and significance of
new products and product enhancements by OSI and by our competitors; our ability
to develop, introduce and market new and enhanced versions of NetExpert VSM-
based products in a timely basis; the mix of direct and indirect sales; our
assessment of our allowance for bad debts; sales returns; and general economic
factors, among others.*

Because of these factors, quarterly revenue and operating results have been and
will continue to be difficult to forecast.*

Sales Cycle. Revenues are also difficult to forecast because the sales cycle,
from initial evaluation to product installation, varies substantially from
customer to customer. Purchase of an OSS application generally involves a
significant commitment of capital, with the attendant time requirements often
associated with a customer's internal approval procedures. It also involves the
need to test and accept new technologies that affect crucial operations. For
these and other reasons, the sales cycle for our products is typically lengthy
and subject to a number of significant risks over which we have little or no
control.

Key Personnel. Our future success depends, to a significant degree, on the
continuing contributions of key management, sales, professional services,
customer support and product development personnel.* The loss of, or the
inability to attract and retain, key personnel could adversely affect our
business.* We have experienced and continue to experience difficulty in
recruiting qualified personnel. There is intense competition for qualified
employees in the software industry, and there can be no assurance that we will
be successful in attracting and retaining the people we need. The complex nature
of customers' networks requires that we recruit and hire personnel with
expertise in, and a broad understanding of, the telecommunications industry.
There are only a limited number of qualified personnel available for employment.
Failure to attract and retain key personnel would have a material adverse effect
on our business condition.*

Growth. To compete effectively and manage future growth, we also need to improve
our internal operational, financial and management information systems,
procedures and controls in a timely manner to accommodate a growing number of
transactions and customers. Management of future growth also means that we must
expand, train, motivate and manage our workforce. We can give no assurances that
our personnel, systems, procedures and controls will be adequate to support
existing and future operations. The failure to improve operational, financial
and management systems, or to expand, train, motivate and manage employees,
could have a material adverse effect on our business.*

Product Defects. Software products as complex as those we offer are likely to
contain defects when they are introduced or when new versions are released.
Although we are not aware of any material software defects in our products, we
can give no assurances, despite extensive testing both by us and by our
customers, that errors will not be found after commercial licensing begins. This
could result in delayed or lost revenue, loss of market share or failure to
achieve market acceptance.* Any of these could have a material adverse effect on
our business.

                                       15
<PAGE>

Competition. Our products are designed for use in an evolving network operations
support and management applications market. Competition in this market is
intense, with rapidly changing technologies, evolving industry standards,
frequent new product introductions and rapid changes in customer requirements.
Our competitors offer a variety of solutions to address this market. We believe
that competition will increase.* Some of our customers regularly evaluate
whether to design and develop their own network operations support and
management applications or to acquire them from outside vendors. There can be no
assurance that our current or potential competitors will not develop products
that are comparable or superior to ours or that they will not be able to adapt
more quickly than we are to new technologies, evolving industry trends or
changes in customer requirements. If we are not able to compete successfully
against current and future competitors, our business will be materially and
adversely affected.

International Business. We expect that our international business will continue
to account for a significant portion of total revenues in future periods.* We
intend to enter into additional international markets and to continue expanding
our operations outside of North America.* This will require significant
management attention and the expenditure of significant financial resources.*
The result could adversely affect our operating margins if the investments are
not accompanied by sufficient revenue growth.

Historically, our transactions have been primarily in U.S. dollars. However, as
we further expand our operations outside the United States, transactions in non-
U.S. currencies are likely to increase.* This would result in a corresponding
increase in our exchange rate risk. If exchange rates change unfavorably, this
could result in charges to operations. Although we have tried to reduce the risk
of fluctuations in exchange rates by pricing our products and services in U.S.
dollars whenever possible, we pay our local expenses in local currencies. We do
not engage in hedging transactions with respect to those obligations. Currency
exchange fluctuations in countries where we license our products could have a
materially adverse effect on our business by making our pricing noncompetitive
with products priced in local currencies.*

Reseller Relationships. A key element of our future business strategy is to
develop relationships with leading companies that manufacture and market
telecommunications equipment. Another key element of that strategy is to expand
our system integrator and value-added reseller channels of distribution. We are
currently investing, and plan to continue investing, significant resources to
develop these relationships and channels of distribution.* We can give no
assurances that we will be able to attract additional systems integrators and
resellers that can market our product effectively. If we are unable to develop
these relationships or if our partners are unable to market our products
effectively, our business operating results and financial condition would be
materially and adversely affected.*

Proprietary Technology. Our success and ability to compete depends in large part
on our proprietary software technology. To protect our proprietary rights, we
rely on a combination of various technical measures, trade secret, copyright and
trademark laws. We also rely on nondisclosure and other contractual agreements.
Despite our efforts, unauthorized parties may attempt to copy our products or to
obtain and use our proprietary information.* We can give no assurances that the
steps we have taken will prevent misappropriation of our technology. Our
precautions may also prove insufficient to preclude competitors from developing
products with functionality or features that are similar to those in our
products. In addition, effective copyright and trade secret protection may be
unavailable or limited in certain countries outside the United States. While we
believe that our products and trademarks do not infringe upon the proprietary
rights of third parties, we can give no assurances that there will not be
infringement claims in the future as the number of products and competitors in
our industry increases. Any such claim, with or without merit, could be time

                                       16
<PAGE>

consuming, result in costly litigation and divert the attention of our technical
and management personnel.* This could result in a material adverse impact on our
business.*

Third-Party Software. Finally, we rely on software licensed from third parties,
including software that is integrated with internally developed software and
used to perform key functions. We can give no assurances that, on expiration of
our current agreements, these third-party software licenses will continue to be
available to us on commercially reasonable terms. Absence of these licenses
could have a material adverse effect on our business.*

Based upon all of the above, we believe that our quarterly revenues and
operating results may vary significantly in the future.* We also believe that
period-to-period comparisons of results are not necessarily meaningful and
should not be relied on as indications of future performance.* Further, we
believe that it is likely that our revenue or operating results will be below
the expectations of public market analysts and investors in some future
quarter.* If this occurs, the price of our Common Stock could be materially,
adversely affected.*

Liquidity and Capital Resources

For the three months ended September 30, 1999, net cash provided by operations
was $0.5 million compared with net cash provided by operations of $3.8 million
for the three months ended September 30, 1998. The comparatively lower level
of net cash provided by operations was mainly the result of our net loss of
$4.7 million and the effects of a $1.2 million decrease in deferred revenue.
These were partially offset by the positive effects of a $5.2 million decrease
in accounts receivable. During the period, net cash used for investment
activities was $1.2 million compared to net cash provided by investment
activities of $1.1 million for the three months ended September 30, 1998. The
change in net cash used for investment activities for the 1999 period resulted
primarily from $0.7 million in purchases of property and equipment when
compared to $2.7 million of net sales of short-term investments for the
corresponding period in 1998. We currently expect to make capital expenditures
of $4.0 million to $6.0 million in the next twelve months, primarily for the
acquisition of technology and the purchase of computer equipment, related
software, furniture, fixtures, and leasehold improvements.*

In September of 1998, our Board of Directors authorized a stock repurchase
program under which we could purchase up to 1,000,000 shares of our common stock
on the open market. As of September 30, 1999 we had repurchased approximately
493,300 shares of our common stock on the open market, at an average purchase
price of $4.47 for a total cost of approximately $2.2 million. We may continue
repurchasing shares in the future.*

As of September 30, 1999, we had working capital of approximately $25.0 million,
including $31.4 million in cash, cash equivalents and short-term investments. In
addition, we have a $2.5 million unsecured revolving line of credit that expires
in December of 1999. Under our line of credit, borrowings bear interest at
either (1) a fluctuating rate equal to the prime lending rate in effect or (2) a
fixed rate that is 2% above the London Inter-Bank Offered Rate. As of September
30, 1999, we had not borrowed under our line of credit. The agreement for the
line contains certain financial covenants. As of September 30, 1999, we complied
with those covenants.

Some of our accounts receivable are beyond their payment terms. We maintain an
allowance for doubtful accounts that we believe is adequate to cover potential
credit losses.* On September 30, 1999, our reserves for doubtful accounts and
sales returns were $2.1 million. We believe our present reserves are adequate to
provide for potential credit losses or sales returns.*

We currently have material commitments of approximately $1.5 million for tenant
improvements and computer equipment for our new facilities. We also intend to
continue growing our operations.* In the quarter ended September 30, 1999, we
spent $0.7 million for capital items, principally computer

                                       17
<PAGE>

equipment and leasehold improvements. We expect that capital expenditures will
continue to be significant in fiscal 2000 and in the future.*

We also believe that our cash balances and cash flow from operations are
sufficient to support our working capital requirements for at least the next
twelve months.* Thereafter, if cash generated from operations cannot satisfy our
working capital requirements, we may need to raise additional funds. Financing
may not be available or, if it is, may not be obtainable on terms favorable to
us or our stockholders.* If we raise additional capital by issuing equity or
convertible debt securities, ownership dilution to stockholders will result. If
funds are unavailable, our business may be adversely affected.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Interest Rate Risk

Our exposure to market rate risk based on a change in interest rates relates
primarily to our investment portfolio, which consists of cash equivalents and
short-term investments. Cash equivalents are highly liquid investments with
original maturities of three months or less and are stated at cost. We do not
believe our exposure to interest rate risk is material for these balances, which
were $13.8 million on September 30, 1999. The securities in our short-term
investment portfolio are generally classified as available-for-sale. Short-term
investments were $16.2 million on September 30, 1999. We do not use derivative
financial investments in our short-term investment portfolio, we place our
investments with high-quality issuers and, by policy, limit our credit exposure
to any one issuer. We are adverse to principal loss and attempt to ensure the
safety of our investment funds by limiting default, market and reinvestment
risk. If market interest rates were to change immediately and uniformly by 10%
from the rates in effect on September 30, 1999, the fair value of our cash
equivalents and short-term investments would change by an insignificant amount.

Foreign Currency Exchange Rate Risk

As a global business, we face exposure to adverse movements in foreign currency
exchange rates. These exposures may change over time as business practices
evolve and they could have a material adverse impact on our business, operating
results and financial position.* Historically, our primary exposure has related
to local currency expenses in Europe, our Asia Pacific region and Australia. The
functional currencies of our foreign subsidiaries are local. A hypothetical 10%
change in foreign currency rates would have an insignificant impact on our
business, operating results and financial position.


PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

From time to time, we may be a party to litigation incident to the ordinary
course of our business. As of the date of this Report, we do not believe that
there is material litigation pending against OSI. However, any litigation
involving OSI, whether we are the plaintiff or defendant and regardless of the
outcome,

                                       18
<PAGE>

could result in substantial costs and significant diversion of effort by our
technical and management personnel. In addition, we can give no assurances that
material litigation, either by or against OSI, will not be necessary to resolve
issues that may arise in the future. Given the uncertainties of litigation, any
litigation could have a material adverse effect on our business, financial
condition or operating results.*

On March 18, 1999, proceedings were filed against OSI with the Bureau de
Conciliation in Grasse, France, by Patric R. Olenczak, a former employee of OSI,
for various matters involving the termination of his employment. We believe that
this action is without merit and intend to vigorously defend it. However, we can
give no assurances that we will prevail. If we do not prevail, we could be
required to pay monetary damages in an amount that might have a material adverse
effect on our operating results and financial condition.*

Item 6.  Exhibits and Reports on Form 8-K

               10.1   Revised 1994 Incentive Stock Option Plan
               10.2   Revised 1995 Employee Stock Purchase Plan
               10.3   Employment Agreement for Lawrence F. Fiore

               27.1   Financial Data Schedule


     (b)   Reports on Form 8-K

               None.



                                       19
<PAGE>

                                   SIGNATURE

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.

                               OBJECTIVE SYSTEMS INTEGRATORS, INC.



Dated:  November 15, 1999      By: /s/ Lawrence F. Fiore
                                  -----------------------------------
                                   Lawrence F. Fiore, Chief Financial Officer

                                   (Principal Financial and Accounting
                                   Officer and Duly Authorized Officer)


                                      20