SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

                                Form 10-Q

[X]             QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 1998

                                    OR

[ ]          TRANSITION REPORT PURSUANT TO SECTION 13 or 15(b)
                  OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File No. 0-21359

                  INDUSTRI-MATEMATIK INTERNATIONAL CORP.
        (Exact name of registrant as specified in its charter)

        DELAWARE                                       51-0374596
(State of Incorporation)               (I.R.S. Employer Identification No.)

                       Kungsgatan 12-14, Box 7733
                        103 95 Stockholm, Sweden          
                (Address of principal executive offices)
                               (Zip Code)

Registrant's telephone number, including area code: (011)(468) 676-5000

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 than the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

                    YES   [X]               NO  [ ]

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the close of the period covered by this
report.

Class:                                   Outstanding January 31, 1998:

Common Stock ($.01 par value)                      32,463,979 shares



<PAGE>

<TABLE>
                      PART I. - FINANCIAL INFORMATION

                  INDUSTRI-MATEMATIK INTERNATIONAL CORP.
                             AND SUBSIDIARIES

                   CONDENSED CONSOLIDATED BALANCE SHEET
                                           
                 (in thousands, except per share figures)

<CAPTION>
                                                            01/31/98          4/30/97   
                                                              -----------     -----------
                                                    (Unaudited)
<S>                                                       <C>             <C>
ASSETS
Current assets:                                   
    Cash and cash equivalents               $22,90        $ 9,023
    Short-term investments                    89,156          9,952
    Accounts receivable, less allowance       
      for doubtful accounts of $324
      and $205 at January 31, 1998, and
      April 30, 1997, respectively            24,392         22,463
    Contract receivables                               678          1,010
    Prepaid expenses                                 1,557          1,773
    Income taxes receivable                         353               28
      Other current assets                              322             111
                                                                    ------         ------
          Total current assets                      139,358       44,360
                                                                     ------         ------
Non-current assets:
     Property and equipment, net                4,580          3,484
     Deferred income taxes                          -----            1,643
     Goodwill                                                 981           1,107
     Other non-current assets                         350              369
                                                                     ------         ------
          Total non-current assets                   5,911          6,603
                                                                      ------         ------
     Total Assets                                     $145,269        $50,963
                                                             =======        =======
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND SHAREHOLDERS EQUITY
<S>                                                             <C>             <C>
Current Liabilities:                        
     Current portion of capital lease
       obligations                                                 $  340        $   422
     Current portion of notes payable                     475        $    -
     Accounts payable                                         2,098          1,426
     Accrued expenses and other
       current liabilities                                         2,557          2,455
     Accrued payroll and employee benefits       6,330          5,509
     Deferred revenue                                          8,291          3,717
                                                                            ------         ------
          Total current liabilities                           20,091         13,529
                                                                            ------         ------
Long-term liabilities:
     Capital lease obligations                                    311            554
     Notes payable                                                     966             -
     Accrued pension liability                                1,984          1,674
     Deferred income taxes                                       605               68
     Other long-term liabilities                                  369            384
                                                                                ------         ------
     Total long-term liabilities                               4,235          2,680
                                                                                ------         ------
           Total liabilities                                      24,326         16,209

Shareholders' equity:
     Common Stock; voting, $.01 par value;   
     62,500,000 shares authorized;
     32,463,979 and 15,591,558 shares 
     issued and outstanding at
     January 31, 1998, and April 30, 
     1997, respectively                                             325            156
    Class B Common Stock; non-voting,
     $.01 par value; 12,500,000 shares
     authorized; 0 and 12,088,200 
     shares issued and outstanding 
     at January 31, 1998, and 
     April 30, 1997, respectively                             ---              121
    Additional paid-in capital                         125,234         43,379
    Retained Earnings                                        4,055         (4,106)
    Cumulative translation adjustment             (2,520)        (2,270)
    Notes receivable from stockholders            (6,151)        (2,526)
                                                                           -------        -------
       Total shareholders' equity                      120,943         34,754
                                                                            -------        -------  
Total Liabilities and Shareholders' equity   $145,269        $50,963
                                                                   ========       =======

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

</TABLE>
PAGE
<PAGE>
<TABLE>
                        INDUSTRI-MATEMATIK INTERNATIONAL CORP.
                                 AND SUBSIDIARIES

              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                (UNAUDITED)
                 (in thousands, except per share figures)
<CAPTION>
                                                THREE MONTHS ENDED
                                          1/31/98           1/31/97
                                       ---------------   ----------------
<S>                                         <C>             <C>
Revenues:                                   
    Licenses                                 $11,381     $ 7,501
    Services and maintenance        15,094       7,781
    Other                                             477          329
                                                        -------     -------
      Total revenues                       26,952      15,611
                                                       -------     -------
Cost of revenues:
    Licenses                                        135          294
    Services and maintenance        10,613       5,691
    Other                                             308          245
                                                         -------     -------
      Total cost of revenues            11,056       6,230
                                                         -------     -------
      Gross profit                            15,896       9,381
                                                          -------     -------
Operating expenses:
    Product Development                4,037       2,420
    Sales and marketing                   5,740       4,162
    General and administrative        1,595       1,108
                                                       -------     -------
      Total operating expenses       11,372       7,690
                                                       -------     -------
Income from operations                 4,524       1,691
                                                       -------     -------
Other income (expense):                       
    Interest income                           1,310         223
    Interest expense                             (44)            0 
    Miscellaneous income (expense)   (23)        167 
                                                         -------     -------
Income from continuing operations
    before income taxes                     5,767       2,081
Provision (benefit) for income 
taxes                                                1,626        (120)
                                                          -------     -------

Income from continuing operations 4,141       2,201
Income from discontinued operations
(net of income tax of $43)                      0         109
Gain on sale of discontinued operations
(net of income tax of $372)                    0       1,100
                                                           -------     -------
Net income                                     $ 4,141     $ 3,410
                                                    =======     =======
Earnings per share
    Income from continuing 
    operations                                      $0.13        $0.08
    Income from discontinued operations,
     net of tax                                                -         0.00
    Gain on sale of discontinued operations,
     net of tax                                                -         0.04
    Net income                                     $0.13        $0.12   


Earnings per share - assuming dilution
    Income from continuing 
      operations                                     $0.13        $0.08
    Income from discontinued operations,
     net of tax                                                -         0.00
    Gain on sale of discontinued operations,
     net of tax                                                -         0.04
    Net income                                     $0.13        $0.12

                                         
The accompanying notes are an integral part of the condensed consolidated
financial statements.
</TABLE>
PAGE
<PAGE>
<TABLE>
                  INDUSTRI-MATEMATIK INTERNATIONAL CORP. 
                             AND SUBSIDIARIES


              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                (UNAUDITED)
                 (in thousands, except per share figures)
<CAPTION>
                                                                NINE MONTHS ENDED
                                                                  1/31/98           1/31/97
                                                            ---------------   ---------------
<S>                                                            <C>             <C>
Revenues                                   
    Licenses                                                     $27,208     $14,633
    Services and maintenance                           37,903       22,435
    Other                                                                 781        1,264
                                                                              -------     -------
      Total revenues                                            65,892      38,332
                                                                              -------     -------
Cost of revenues:
    Licenses                                                             416       1,047
    Services and maintenance                             27,547    16,510
    Other                                                                  482         745
                                                                           -------     -------
      Total cost of revenues                                 28,445      18,302
                                                                           -------     -------
Gross profit                                                       37,447      20,030
                                                                           -------     -------
Operating expenses:
    Product Development                                      9,428       7,000
    Sales and marketing                                       14,145       9,537
    General and administrative                              5,127       3,178
                                                                              -------     -------
      Total operating expenses                             28,700      19,715
                                                                              -------     -------
Income from operations                                       8,747         315 
                                                                              -------     -------
Other income (expense):                       
    Interest income                                                 1,817         324
    Interest expense                                                   (79)       (230)
    Miscellaneous income (expense)                      (122)            0
                                                                                -------     -------
Income from continuing operations
    before income taxes                                       10,363         409 
Provision (benefit) for income taxes                  2,402        (912)
                                                                             -------     -------
Income from continuing operations                   7,961       1,321 
Income from discontinued operations
(net of income tax of $145)                                        0         374
Gain on sale of discontinued operations 
(Net of income tax of $372)                                       0      1,100
                                                                              -------     -------
Net income                                                        $ 7,961     $ 2,795 
                                                                      =======     =======
Earnings per share
    Income from continuing operations                 $0.27        $0.05
    Income from discontinued operations,
     net of tax                                                                -           0.02
    Gain on sale of discontinued operations,
     net of tax                                                                -           0.04
    Net income                                                       $0.27        $0.11   


Earnings per share - assuming dilution
    Income from continuing operations                 $0.26        $0.05
    Income from discontinued operations,
     net of tax                                                                  -         0.01
    Gain on sale of discontinued operations,
     net of tax                                                                  -         0.04
    Net income                                                       $0.26        $0.10

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

</TABLE>
<PAGE>
<PAGE>
<TABLE>

                  INDUSTRI-MATEMATIK INTERNATIONAL CORP. 
                             AND SUBSIDIARIES

              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (UNAUDITED)
                              (in thousands)
<CAPTION>
                                                          NINE MONTHS ENDED
                                                              01/31/98       01/31/97  
                                                                -----------     -----------
<S>                                                               <C>             <C>
Cash flows from operating activities:          
Net income (loss)                                       $ 7,961        $ 2,795 
                                            
Adjustments to reconcile net income 
 (loss) to net cash provided by operating
 activities:
    Depreciation and amortization                  1,356            714
    Provision for doubtful accounts                   117           (111)
    Deferred income taxes                              2,213           (900)
    (Gain) loss on disposal of plant
     property and equipment                                  7               (2)
    (Gain) on disposal of
     other shares                                                      0            (97)
    (Gain) on disposal of 
     discontinued operations                                  0         (1,100)
    Write-down on plant and equipment               0                 3
    Changes in operating assets
     and liabilities:
      Accounts receivable                                (2,201)          (923)
      Contract receivables and 
        prepaid expenses                                        495           (738)
      Income taxes receivable                              (353)            22
      Other assets                                                 (205)          (714) 
      Accounts payable                                          741            388
      Accrued expenses and other
        current liabilities                                      1,213           (948)
      Accrued payroll, employee benefits
        and deferred revenue                                5,617           (105) 
      Accrued pension liability                              393            355 
                                                                           -------        -------
Net cash provided by continuing operations   17,354         (1,361)
                                            
Net cash provided by discontinued operations        0           (288)
                                                                             -------        -------
Net cash provided by (used in) operating 
  activities                                                        17,354         (1,649)
                                                                            -------        -------
Cash flows from investing activities:
      Purchase of short-term investments       (174,840)             0
      Proceeds from sale of short-term
        investments                                              95,747              0
      Additions to property and equipment        (2,647)          (932)
      Payment for Ceratina                                 (1,025)              0
      Proceeds from sale of property
      and equipment                                                210                7
      Proceeds from sale of other equity                     0            138
      Collection of notes receivable                         521               0
                                                                             -------        -------
Net cash provided by (used in) investing
 activities                                                        (82,034)          (787)
                                                                           -------        -------
Cash flows from financing activities:
      Net payments under lines of credit                     0         (7,764)
      Payments on short-term borrowings                   0             (97)
      Proceeds from notes payable                        1,539               0
      Payments on notes payable                              (99)              0
      Principal payments on capital
        lease obligations                                            (317)          (302)

      Issuance of Common Stock                        77,756         28,140
      Other                                                               (203)            266   
                                                                              -------        -------     
Net cash flows provided by (used in) 
 financing activities                                           78,676         20,243
                                                                              -------        -------

Translation differences on cash and
 cash equivalents                                                     (119)           (63)
                                                                                 -------        -------
Net increase in cash and cash
 equivalents                                                         $13,877        $17,744
                                                                          =======        =======

Cash and cash equivalents at beginning
 of period                                                             $ 9,023        $   558
Cash and cash equivalents at end                          -------        -------
 of period                                                            $22,900        $18,302
                                                                            -------        -------
Supplemental disclosures of cash flow
 information:
Cash paid during the period for:
      Interest                                                      $   118        $   346
                                                                            -------        -------
      Income taxes                                              $   361        $    13
                                                                            -------        -------
The accompanying notes are an integral part of the condensed consolidated
financial statements.
</TABLE>
<PAGE>

                  INDUSTRI-MATEMATIK INTERNATIONAL CORP.
                             AND SUBSIDIARIES

           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                (UNAUDITED)



1.  Interim Financial Statements

    The unaudited condensed consolidated financial statements included
herein have been prepared by Industri-Matematik International Corp. and its
subsidiaries (collectively, "Company") pursuant to the rules and
regulations of the Securities and Exchange Commission.  Accordingly, they
do not contain all of the information and footnotes required by generally
accepted accounting principles for complete financial statements.  In the
opinion of management, the accompanying unaudited condensed consolidated
financial statements reflect all adjustments (consisting of normal recurr-
ing adjustments) considered necessary for a fair presentation of the
Company's financial condition at April 30, 1997 (audited), and January 31,
1998 (unaudited), and the results of operations and cash flows for the nine
months ended January 31, 1997, and January 31, 1998.  Income from and gain
on discontinued operations previously reported for the three months and
nine months ended January 31, 1997 have been adjusted to reflect tax
expenses accounted for at April 30, 1997.   

     These financial statements should be read in conjunction with the
audited consolidated financial statements of the Company as presented in
the Company's Annual Report on Form 10-K for the fiscal year ended April
30, 1997.  Results of operations and cash flows for the period ended
January 31, 1998, are not necessarily representative of the results that
may be expected for the fiscal year ending April 30,1998, or any other
future period.

2.  Earnings per share

    Earnings per share has been computed in accordance with Statement of
Financial Accounting Standards (SFAS) No. 128, "Earnings per Share".  For
each of the periods presented, earnings per share was based on the weighted
average number of shares of Common Stock outstanding during the period. 
Earnings per share - assuming dilution was based on the weighted average
number of shares of Common Stock and potential shares of Common Stock
outstanding during the period.  Potential shares of Common Stock relates to
stock options outstanding for which the dilutive effect is calculated using
the treasury stock method.

     For each of the periods presented, income available to common
shareholders (the numerator) used in the computation of earnings per share
was the same as the numerator used in the computation of earnings per share
- assuming dilution.  A reconciliation of the denominators used in the
computations of earnings per share and earnings per share - assuming
dilution is as follows:

<TABLE>
<CAPTION>






                                                      Three months ended         Nine months ended
                                                               January 31,                January 31,
                                                             ------------------      ---------------------
                                                               1998     1997            1998        1997
                                                            ------    ------         ------       ------
<S>                                                     <C>       <C>            <C>          <C>
Weighted average shares 
outstanding                               32,164,036  27,655,257    29,390,718  25,903,514 
Effect of dilutive stock
options                                           703,284       787,632         700,356       775,185 
Adjusted weighted average              -----------   ----------         ----------        -------- 
shares outstanding assuming
dilution                                      32,867,320  28,442,889     30,091,074 26,678,699
                                                      -----------  -----------            ----------    ----------

</TABLE>
                  
3.  Accrued Expenses and Other Current Liabilities
         
<TABLE>
<CAPTION>
                                              January 31, 1998    April 30, 1997
                                                   ----------------       --------------
                                                (unaudited)
                                                             (in thousands)
<S>                                                     <C>                 <C>
Accrued purchases                            $1,200                   $  651 
Acquisition of Ceratina                              0                   1,025
Accrued pension taxes                            586                     407
Employee withholding taxes                   439                        0                
Value-added tax                                      248                     160
Other                                                         84                     212
                                                                 ------                  ------
                                                           $2,557                  $2,455
                                                         ======                  ======
</TABLE>


4.  Accrued Payroll and Employee Benefits

<TABLE>
<CAPTION>
                                            January 31, 1998      April 30, 1997
                                                   ----------------      --------------
                                              (unaudited)
                                                             (in thousands)
<S>                                                       <C>                 <C>
Accrued commissions                     $1,046                     $2,500
Accrued payroll taxes                           887                      1,392
Accrued vacation pay                        1,090                      1,030            
Accrued salaries and bonus               2,083                        297
Accrued pension expenses                    354                        290            
Accrued expenses ESPP                       870                            0
                                                            ------                       ------
                                                          $6,330                   $5,509
                                                        ======                 ======
</TABLE>

  5.  Income Taxes

As of April 30, 1997, the Company had net operating loss carryforwards of
approximately $10,020,000 available to offset future taxable income of
which $9,793,000 was related to net operating loss carryforwards in IMAB. 
The deferred tax asset as of April 30, 1997 was reduced by a valuation
allowance of $1,113,000.

During the nine months ending January 31, 1998, the Company was able to
utilize the remaining net operating loss carryforwards and the gross amount
of the deferred tax asset was fully realized.  The release of the valuation
allowance which was assessed on the deferred tax asset in prior periods has
been reflected in the benefit for income taxes for the nine months ending
January 31, 1998.


6.  Stock Option Plan, Restricted Stock Program, and Employee Stock
Purchase Plan

    Under the Industri-Matematik International Corp. Stock Option Plan,
617,500 options were granted during the nine months ended January 31, 1998,
330,000 of which have lapsed.  All options were issued at an exercise price
equal to the market price at the date of grant. In addition, 325,000 shares
of Common Stock were sold pursuant to the Restricted Stock Program during
the nine months ended January 31, 1998, and 134,106 shares have been issued
pursuant to the Employee Stock Purchase Program.  

7.  Secondary Public Offering

    The Company completed in November, 1997, a secondary public offering of
8,136,250 common shares, priced at $20.00 per share, of which 4,030,625
shares were sold by the Company and 4,105,625 by existing shareholders. 
After deducting the underwriter's discount, the net proceeds to the Company
were $19.075 per share, or $76,884,171.  At the closing of the secondary
offering, all outstanding shares of Class B Common Stock were converted to
common stock.

PAGE
<PAGE>
ITEM 2.
                 INDUSTRI-MATEMATIK INTERNATIONAL CORP. 
                            AND SUBSIDIARIES
                                    
                 MANAGEMENT'S DISCUSSION AND ANALYSIS OF
              FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                    

    This report contains forward-looking statements that involve risks and
uncertainties.  The actual future results of the Company could differ
materially from these statements.  Factors that could cause or contribute
to such differences include, but are not limited to, uncertainties regard-
ing continued market acceptance of new products and product enhancements,
delays in the introduction of new products and product enhancements, and
risks associated with managing the Company's rapid growth, as well as
factors discussed in the Company's Annual Report on Form 10-K for the
fiscal year ended April 30, 1997, and the Prospectus dated October 31,
1997, relating to the secondary public offering of the Company's Common
Stock.

Overview.

    The Company develops, markets, and supports client/server application
software that enables manufacturers, distributions, wholesalers, and third-
party logistics companies to manage more effectively the "demand chain". 
Demand chain management encompasses the execution of multiple customer-
centric order fulfillment processes, including order management, dis-
tribution logistics, inventory replenishment, and demand planning.  The
Company's principal product, System ESS, has been designed specifically to
meet complex or high-volume demand chain management requirements of large
manufacturers, distributors, wholesalers, and third-party logistics
companies.  System ESS allows customers to leverage the value of their
existing systems by integrating with legacy and new client/server manu-
facturing, planning, and financial information systems.

Results of Operations

    The following table sets forth, for the periods indicated, the per-
centages that selected items in the unaudited Condensed Consolidated
Statements of Operations bear to total revenues.  The period to period
comparisons of financial results are not necessarily indicative of future
results.

<TABLE>
<CAPTION>


                                        NINE MONTHS ENDED       THREE MONTHS ENDED
                                                        January 31,                      January 31,
                                                           ----------------         ------------------  
                                                         1998        1997       1998        1997

<S>                                                   <C>         <C>        <C>         <C>
Revenues:                      
  Licenses                                       41.3%       38.2%      42.2%      48.1%   
  Service and maintenance              57.5          58.5         56.0         49.8
  Other                                              1.2             3.3           1.8           2.1  
                                                           -----       -----              -----      ----- 
    Total revenues                          100.0        100.0         100.0      100.0 

Cost of revenues:
  Licenses                                          0.6         2.7        0.5        1.9 
  Service and maintenance              41.8        43.1      39.4      36.4
  Other                                               0.7          1.9        1.1        1.6
                                                           -----       -----      -----      -----
    Total cost of revenues                 43.1        47.7       41.0       39.9
                                                           -----       -----      -----      -----
    Gross profit                                 56.9        52.3       59.0       60.1 
                                                           -----       -----      -----      -----
Operating expenses:                      
  Product Development                    14.3        18.2       15.0       15.5    
  Sales and marketing                       21.5        24.9       21.3       26.7
  General & administrative                 7.8          8.3         5.9         7.1
                                                           -----        -----        -----      -----
    Total operating expenses              43.6        51.4       42.2       49.3
                                                            -----       -----        -----      -----
  Income from operations                  13.3         0.9       16.8       10.8
                                                            -----    -----      -----      -----
Other income (expenses):                 
  Interest income                                  2.7         0.8        4.9        1.4
  Interest expense                               (0.1)       (0.6)      (0.2)       0.0 
  Miscellaneous income (expense)     (0.2)        0.0       (0.1)       1.1 
                                                             -----       -----      -----      -----
Income from continuing
 operations before income taxes         15.7         1.1       21.4       13.3
Provision (benefit) for income
 taxes                                                     3.6        (2.3)       6.0       (0.8) 
                                                            -----       -----      -----      -----
Income from continuing
 operations                                            12.1         3.4       15.4       14.1
Income from discontinued
 operations                                             0.0         1.0        0.0        0.7
Gain on sale of discontinued
 operations                                             0.0         2.9        0.0        7.0
                                                              -----       -----       -----     -----
Net Income                                         12.1%      7.3%      15.4%   21.8%
                                                        =====       =====    =====   =====
</TABLE>

REVENUES

    The Company's revenues consist of software license revenues, service
and maintenance revenues, and other revenues.  Software license revenues
consist of sales of software licenses which are recognized upon execution
of a contract and shipment of the software, provided that no significant
vendor obligations remain outstanding, amounts are due within one year and
collection is considered probable by management.  Service revenues are
derived from fees for consulting, training, and client-specific development
services and are recognized as services are performed.  Maintenance 
revenues are derived from customer support agreements generally entered
into in connection with the initial license sales and subsequent renewals. 
Maintenance revenues are recognized ratably over the term of the
maintenance period.  Payments for maintenance fees are generally made in
advance.  Other revenues are primarily third-party hardware sales necessary
to help certain customers implement System ESS.

    Total revenues increased 72.6% to $27.0 million in the quarter ended
January 31, 1998, from $15.6 million in the quarter ended January 31, 1997. 
In the first nine months of fiscal 1998, total revenues increased 71.9% to
$65.9 million from $38.3 million in the first nine months of fiscal 1997. 
The Company currently derives substantially all of its revenues from System
ESS licenses and related service and maintenance.  As a result of the
Company's dependence on the continued market acceptance of System ESS,
there can be no assurance that total revenues will continue to grow at the
rates experienced in prior periods, if at all.

    Revenues generated in the United States were approximately 65% and 57%
of total revenues in the quarters ended January 31, 1998, and January 31,
1997, respectively.  U.S. revenues were approximately 60% and 50% of total
revenues in the first nine months of fiscal 1998 and fiscal 1997,
respectively.  The significant increase in U.S. revenues in fiscal 1998
from 1997 is primarily due to the expansion of the Company's U.S. sales and
services operations in the last year.

    LICENSE REVENUES.  Revenues from software licenses increased 51.7% to
$11.4 million in the quarter ended January 31, 1998, from $7.5 million in
the quarter ended January 31, 1997.  In the first nine months of fiscal
1998, revenues from software licenses increased 85.9% to $27.2 million
from $14.6 million in the first nine months of fiscal 1997.  The
significant increase in software license revenues was due primarily to the
growing market acceptance of System ESS and the expansion of the Company's
sales and marketing organizations in the U.S. and Europe.

    SERVICE AND MAINTENANCE REVENUES.  Revenues from service and main-
tenance increased 94.0% to $15.1 million in the quarter ended January 31,
1998, from $7.8 million in the quarter ended January 31, 1997.  In the
first nine months of fiscal 1998, revenues from services increased 68.9% to
$37.9 million from $22.4 million in the first nine months of fiscal 1997. 
The increase in the absolute dollar amount of service and maintenance
revenues was related primarily to an increase in the number of System ESS
licenses sold during the first nine months of fiscal 1997 and fiscal 1998
and a significant expansion of the Company's consulting organization in the
U.S. and Europe. Service and maintenance revenues as a percentage of total
revenues increased to 56.0% in the quarter ended January 31, 1998, from
49.8% in the quarter ended January 31, 1997, and have decreased to 57.5% in
the first nine months of fiscal 1998 from 58.5% in the first nine months of
fiscal 1997.

     Other Revenues.  Other revenues are primarily third-party hardware
sales to the Company's Scandinavian customer base.  Other revenues
increased 45.0% to $477,000 in the quarter ended January 31, 1998, from
$329,000 in the quarter ended January 31, 1997.  In the first nine months
of fiscal 1998, other revenues decreased 38.2% to $0.8 million from $1.3
million in the first nine months of fiscal 1997.  Other revenues as a
percentage of total revenues decreased to 1.8% in the quarter ended January
31, 1998, from 2.1% in the quarter ended January 31, 1997, and has
decreased to 1.2% in the first nine months of fiscal 1998 from 3.3% in the
first nine months of fiscal 1997.  The decrease in other revenues as a
percentage of total revenues reflects a reduction by the Company in its
efforts to provide third-party hardware and support.

Cost of Revenues

    Cost of License Revenues.  Cost of software licenses consists primarily
of license fees paid with respect to third-party software included with the
licenses of System ESS and, occasionally, the cost of third-party comple-
mentary software included with the licenses of System ESS without being an
integral part of System ESS.  Cost of license revenues was $135,000 and
$294,000 in the quarters ended January 31, 1998, and 1997, representing
1.2% and 3.9% of software license revenues, respectively.  Cost of software
license revenues was $416,000 and $1.0 million in the first nine months of
fiscal 1998 and 1997, representing 1.5% and 7.2% of software license
revenues, respectively.  The decrease in cost of license revenues both in
absolute dollar amounts and as a percentage of license revenues was
primarily due to the decrease in licenses of third-party complementary
software.

    Cost of Service and Maintenance Revenues.  Cost of service and main-
tenance consists primarily of costs associated with consulting, imple-
mentation, and training services and, occasionally, the use by the Company
of third-party consultants to perform implementation services for the
Company's customers.  Cost of service and maintenance revenues also in-
cludes the cost of providing software maintenance to customers, such as
telephone hotline support.

    Cost of service and maintenance revenues was $10.6 million and $5.7
million in the quarters ended January 31, 1998, and 1997, representing
70.3% and 73.1% of service and maintenance revenues, respectively.  Cost of
service and maintenance revenues was $27.5 million and $16.5 million in the
first nine months of fiscal 1998 and fiscal 1997, representing 72.7% and
73.6% of service and maintenance revenues, respectively.

     Cost of Other Revenues.  Cost of other revenues consists primarily of
the cost of third-party hardware supplied to certain customers.  Cost of
other revenues was $308,000 and $245,000 in the quarters ended January 31,
1998 and 1997, representing 64.6% and 74.5% of other revenues, respec-
tively.  Cost of other revenues was $482,000 and $745,000 in the first nine
months of fiscal 1998 and fiscal 1997, representing 61.7% and 58.9% of
other revenues, respectively.

    Product Development.  Product development expenses were $4.0 million 
and $2.4 million in the quarters ended January 31, 1998, and January 31,
1997, representing 15.0% and 15.5% of total revenues, respectively.  These
same expenses were $9.4 million and $7.0 million in the first nine months
of fiscal 1998 and 1997, representing 14.3% and 18.2% of total revenues,
respectively.  The increases in product development expenses in dollar
amount were due to an increase in the number of product develop-
ment personnel and other related costs incurred in connection with expand-
ing the Company's product development department and, to an extent,
the costs relating to third-party consultant work with development of the
next version of System ESS.  The Company expects that the dollar amount of
product development expenses will continue to increase as the Company
continues to invest in developing new applications,product enhancements,
and localization and translation of System ESS.

    In accordance with Statement of Financial Accounting Standards No. 86,
software development expenses are expensed as incurred until technological
feasibility has been established, at which time such costs are capitalized
until the product is available for general release to customers.  To date
the establishment of technological feasibility of the Company's products
and general release of such software have substantially coincided.  As a
result, software development costs qualifying for capitalization have been
insignificant, and, therefore, the Company has not capitalized any software
development costs.

    Sales and Marketing.  Sales and marketing expenses include personnel
costs, commissions, and related costs for sales and marketing personnel, as
well as the cost of office facilities, travel, promotional events, and
public relations programs.  Sales and marketing expenses were $5.7 million
and $4.2 million in the quarters ended January 31, 1998, and January 31,
1997, representing 21.3% and 26.7% of total revenues, respectively.  These
same expenses were $14.1 million and $9.5 million in the first nine months
of fiscal 1998 and 1997, representing 21.5% and 24.9% of total revenues,
respectively.  The increase in sales and marketing expenses in absolute
dollar amounts was primarily due to (i) increased staffing as the Company
established new sales offices and expanded its existing direct sales force
and (ii) increased sales commissions associated with significantly higher
license revenues.  The Company expects to continue to increase
significantly its sales and marketing expenses in order to expand its
international sales operations and to enter into new vertical markets.

    General and Administrative.  Ongoing general and administrative
expenses consist primarily of salaries and costs of the Company's finance,
human resources, information systems, administrative, and executive staff
and the fees and expenses associated with legal, accounting, and other
requirements.  General and administrative expenses were $1.6 million and
$1.1 million in the quarters ended January 31, 1998, and 1997, representing
5.9% and 7.1% of total revenues, respectively.  These same expenses were
$5.1 million and $3.2 million in the first nine months of fiscal 1998 and
1997, representing 7.8% and 8.3% of total revenues, respectively.  The
increase in the absolute dollar amounts of general and administrative
expenses was primarily the result of increased staffing and related costs
associated with the growth of the Company's business during fiscal 1998 and
1997.

Other Income (Expense)

     Other income comprises interest income, interest expenses,
and miscellaneous income and expenses.  Interest income was $1.3 million
and $223,000 in the quarters ended January 31, 1998, and 1997, representing
4.9% and 1.4% of total revenues, respectively.  Interest income was $1.8
million and $324,000 in the first nine months of fiscal 1998 and 1997,
representing 2.7% and 0.8% of total revenues, respectively.  The increase
is due to the Company's investment of a portion of the proceeds of its
initial and secondary public offerings in short-term investments and
interest-bearing accounts.  Interest expenses were $44,000 and $0 in the
quarters ended January 31, 1998, and January 31, 1997, representing 0.2%
and 0.0% of total revenues, respectively.  These same expenses were $79,000
and $230,000 in the first nine months of fiscal 1998 and 1997, representing
0.1% and 0.6% of total revenues, respectively.  The decrease in interest
expenses is primarily due to the Company's repayment of its outstanding
loans after its initial public offering.

Liquidity and Capital Resources

     As of January 31, 1998, the Company had $119.3 million of working
capital, including $22.9 million in cash and cash equivalents and $89.2
million in short-term investments, as compared to $30.8 million of working
capital as of April 30, 1997, including $9.0 million in cash and cash
equivalents and $10.0 million in short-term investments.

     Accounts receivable increased to $24.4 million at January 31, 1998,
from $22.5 million at April 30, 1997, and the average days' sales out-
standing, including contract receivables, was 84 days for the quarter ended
January 31, 1998, as compared to 99 days for the year ended April 30, 
1997.  The decrease in average days' sales outstanding was primarily due to
the collection of several large trade receivable balances outstanding at
April 30, 1997.  Average days' sales outstanding can vary for a variety of
reasons including the billing and payment of specific receivables of large
transactions. 

     The Company believes that existing cash and cash equivalent balances,
short-term investments, available borrowings under the revolving credit
agreement, and potential cash flow from operations will satisfy the
Company's working capital and capital expenditure requirements for at least
the next 12 months.  It is noted that during November, 1997, the Company
realized net proceeds of $76,884,171 for its secondary offering of Common
Stock.

<PAGE>
<PAGE>
ITEM 6.   Exhibits and Reports on Form 8-K.

          a.  Exhibit
      
              Exhibit 27.  Financial Data Schedule

          b.  Reports on Form 8-K

              No reports have been filed on Form 8-K during the quarter     
              ended January 31, 1998.

<PAGE>
<PAGE>
                              SIGNATURES


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


                                  INDUSTRI-MATEMATIK INTERNATIONAL CORP.



                                  BY: s/ Stig Durlow
                                      ---------------------------
                                      Stig Durlow
                                      Principal Executive Officer



                                  BY: s/ Lars-Goran Peterson     
                                      ---------------------------
                                      Lars-Goran Peterson 
                                      Principal Financial Officer


DATE: March 17, 1998