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 October 31, 2002

                                     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.)

                      901 Market Street - Suite 475
                       Wilmington, Delaware 19801
                (Address of principal executive offices)
                               (Zip Code)

Registrant's telephone number, including area code: (302) 777-1608

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 October 31, 2002:

Common Stock ($.01 par value)                    31,966,883 shares




<PAGE>



                      PART I. - FINANCIAL INFORMATION

                  INDUSTRI-MATEMATIK INTERNATIONAL CORP.
                             AND SUBSIDIARIES

                   CONDENSED CONSOLIDATED BALANCE SHEET

                 (in thousands, except share and per share data)

                                              10/31/02        04/30/02
                                            -----------     -----------
                                            (Unaudited)

ASSETS
Current assets:
    Cash and cash equivalents               $  10,472       $ 16,422
    Accounts receivable, less allowance
      for doubtful accounts of $1,049
      and $1,058 at October 31, 2002, and
      April 30, 2002, respectively              8,337          7,953
    Accrued income                              2,314          2,218
    Prepaid expenses                            2,355          1,691
    Other current assets                          313            384
                                               ------         ------
          Total current assets                 23,791         28,668
                                               ------         ------
Non-current assets:
     Property and equipment, net                2,655          3,135
     Goodwill and other intangible assets       3,119          2,989
     Long-term cash deposit                     2,822          2,728
     Other non-current assets                     427            889
                                               ------         ------
          Total non-current assets              9,023          9,741
                                               ------         ------
     Total assets                            $ 32,814       $ 38,409
                                              =======        =======

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
     Accounts payable                          1,748          1,341
     Accrued expenses and other
       current liabilities                     7,779          6,136
     Accrued payroll and employee benefits     7,180          4,562
     Deferred revenue                          5,004          5,148
                                              ------         ------
          Total current liabilities           21,711         17,187
                                              ------         ------
Long-term liabilities:
     Accrued pension liability                 1,990          2,093
     Other long-term liabilities                 113            153
                                              ------         ------
     Total long-term liabilities               2,103          2,246
                                              ------         ------
           Total liabilities                  23,814         19,433
                                              ------         ------
Stockholders' equity:
    Common Stock; voting, $.01 par value;
     75,000,000 shares authorized;
     31,966,883 and 31,945,303 shares
     issued and outstanding at
     October 31, 2002 and April 30,
     2002, respectively                          320            319
    Additional paid-in capital               120,860        120,849
    Accumulated deficit                     (104,802)       (94,623)
    Accumulated other comprehensive loss      (5,924)        (6,214)
    Notes receivable from stockholders        (1,454)        (1,355)
                                             -------        -------
       Total stockholders' equity              9,000         18,976
                                             -------        -------
Total liabilities and stockholders' equity  $ 32,814       $ 38,409
                                             =======        =======


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

<PAGE>


                        INDUSTRI-MATEMATIK INTERNATIONAL CORP.
                                 AND SUBSIDIARIES

              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                (UNAUDITED)
                 (in thousands, except per share data)


                                                Three Months Ended
                                             10/31/02         10/31/01
                                         -------------    --------------

Revenues:
    Licenses                                $    534          $  1,948
    Services and maintenance                  12,470            12,785
    Other                                        340               616
                                             -------           -------
      Total revenues                          13,344            15,349
                                             -------           -------
Cost of revenues:
    Licenses                                     158               120
    Services and maintenance                   6,984             8,294
    Other                                        146               303
                                             -------           -------
      Total cost of revenues                   7,288             8,717
                                             -------           -------
      Gross profit                             6,056             6,632
                                             -------           -------
Operating expenses:
    Product development                        3,296             2,838
    Sales and marketing                        2,404             2,540
    General and administrative                 2,169             1,830
    Amortization of goodwill and
        other intangible assets                   --               185
    Restructuring costs                        3,816                --
                                             -------           -------
      Total operating expenses                11,685             7,393
                                             -------           -------
Loss from operations                          (5,629)             (761)
                                             -------           -------
Other income (expense):
    Interest income                               86               158
    Interest expense                              (1)               --
    Miscellaneous expense, net                   (34)             (193)
                                             -------           -------
Loss before income taxes                      (5,578)             (796)

Provision for income taxes                      (177)               --
                                             -------           -------

Net loss                                      (5,755)             (796)
                                             =======           =======

Net loss per share - basic                   $ (0.18)          $ (0.02)
                                             -------           -------
Net loss per share
  - assuming dilution                        $ (0.18)          $ (0.02)
                                             =======           =======


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

<PAGE>




                        INDUSTRI-MATEMATIK INTERNATIONAL CORP.
                                 AND SUBSIDIARIES

              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                (UNAUDITED)
                 (in thousands, except per share data)


                                                SIX MONTHS ENDED
                                            10/31/02          10/31/01
                                        --------------   ---------------

Revenues:
    Licenses                                $    811          $  2,590
    Services and maintenance                  22,295            24,973
    Other                                        693             1,274
                                             -------           -------
      Total revenues                          23,799            28,837
                                             -------           -------
Cost of revenues:
    Licenses                                     318               136
    Services and maintenance                  13,631            16,579
    Other                                        379               467
                                             -------           -------
      Total cost of revenues                  14,328            17,182
                                             -------           -------
      Gross profit                             9,471            11,655
                                             -------           -------
Operating expenses:
    Product development                        5,800             5,331
    Sales and marketing                        4,763             4,703
    General and administrative                 4,983             3,685
    Amortization of goodwill and
        other intangible assets                   --               370
    Restructuring costs                        3,816                --
                                             -------           -------
      Total operating expenses                19,362            14,089
                                             -------           -------
Loss from operations                          (9,891)           (2,434)
                                             -------           -------
Other income (expense):
    Interest income                              202               403
    Interest expense                              (1)               --
    Miscellaneous income (expense), net         (311)             (210)
                                             -------           -------
Loss before income taxes                     (10,001)           (2,241)

Provision for income taxes                      (177)               --

Net loss                                     (10,178)           (2,241)
                                             =======           =======

Net loss per share                           $ (0.32)          $ (0.07)
                                             -------           -------
Net loss per share
  - assuming dilution                        $ (0.32)          $ (0.07)
                                             =======           =======

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

<PAGE>



                  INDUSTRI-MATEMATIK INTERNATIONAL CORP.
                             AND SUBSIDIARIES

              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (UNAUDITED)
                               (in thousands)


                                                    Six Months Ended
                                                 10/31/02        10/31/01
                                               -----------     -----------

Cash flows from operating activities:
Net loss                                         $(10,178)       $ (2,241)

Adjustments to reconcile net loss
to net cash used in operating activities:
    Depreciation and amortization                     887           1,450
    Provision for doubtful accounts                    --              59
    Loss on disposal of property and equipment         --              (1)
    Write-down on property and equipment               --             131
    Other                                             (17)             --
Changes in operating assets and liabilities:
        Accounts receivable                           108             427
        Accrued income and prepaid expenses          (436)            365
        Income taxes receivable                         3             (20)
        Other assets                                  725              55
        Accounts payable                              314            (188)
        Accrued expenses and other
          current liabilities                       1,120          (1,113)
        Accrued payroll, employee benefits
          and deferred revenue                      1,845          (5,039)
        Accrued pension liability                    (315)            (19)
                                                ---------       ---------
Net cash used in
    operating activities                           (5,944)         (6,134)
                                                =========       =========
Cash flows from investing activities:
      Proceeds from sale of short-term
        investments                                    --          12,866
      Additions to property and equipment            (206)           (259)
      Payments for subsidiaries                       (70)             --
      Proceeds from sales of property
        and equipment                                   1               2
                                                ---------       ---------
Net cash flows provided by (used in)
  investing activities                               (275)         12,609
                                                =========       =========
Cash flows from financing activities:
      Issuance of Common Stock                         --             136
      Other                                          (107)             23
                                                ---------       ---------
Net cash flows provided
  by  financing activities                           (107)            159
                                                =========       =========

Translation differences on cash and
 cash equivalents                                     376             (74)
                                                ---------       ---------
Net increase (decrease)in cash and cash
 equivalents                                     $ (5,950)       $  6,560
                                                =========       =========

Cash and cash equivalents at beginning
 of period                                       $ 16,422        $ 12,704
Cash and cash equivalents at end                ---------       ---------
 of period                                       $ 10,472        $ 19,264
                                                ---------       ---------
Supplemental disclosures of cash
 flow information:
Cash paid during the period for:
      Interest                                    $     1           $   4
      Income taxes                                $    --           $ 279

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

<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 recurring adjustments) considered
necessary for a fair presentation of the Company's financial condition
at October 31, 2002, and the results of operations for the three and
six months and cash flows for the six months ended October 31, 2002,
and 2001.  The financial statements, which include a condensed
consolidated balance sheet as at April 30, 2002, should be read in
conjunction with the audited consolidated financial statements of the
Company included in the Company's Annual Report on Form 10-K for the
fiscal year ended April 30, 2002.  Results of operations and cash
flows for the period ended October 31, 2002, are not necessarily
representative of the results that may be expected for the fiscal year
ending April 30, 2003, or any other future period.


2.  Comprehensive Loss

Total comprehensive loss was $(5,817,000) and total comprehensive
profit was $104,000 for the three months ended October 31, 2002, and
2001, respectively. Total comprehensive loss was $(9,888,000) and
$(1,661,000) for the six months ended October 31, 2002, and 2001,
respectively.  Total comprehensive loss includes net loss and the
change to equity arising from currency translation adjustments in
consolidation.

3.  Net Loss per Share

Net loss per share has been computed in accordance with Statement of
Financial Accounting Standards No. 128, "Earnings per Share."  For
each of the periods presented, net loss per share was based on the
weighted average number of shares of Common Stock outstanding during
the period.  Net loss 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.  The
computations of net loss per share - assuming dilution for the three
and six month periods ended October 31, 2002 and 2001, do not assume
the exercise of stock options since the effect would be antidilutive
as a result of the losses for the periods.  There were 2,133,736 and
1,408,940 exercisable options outstanding as of October 31, 2002 and
2001, respectively.

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


                          Three months ended            Six months ended
                             October 31,                  October 31,
                        -----------------------     -----------------------
                           2002          2001          2002          2001
                        ---------     ---------     ---------     ---------

Weighted average
shares outstanding     31,952,654    32,303,436    31,952,654    32,303,436
Effect of dilutive
stock options                   -             -             -             -
                        ---------     ---------     ---------     ---------
Adjusted weighted
average shares
outstanding assuming
dilution               31,952,654    32,303,436    31,952,654    32,303,436
                       ==========    ==========    ==========    ==========


4.  Goodwill

In June 2001, the Financial Accounting Standards Board issued a
Statement of Financial Accounting Standards ("SFAS") No. 141,
"Business Combinations," and SFAS no. 142, "Goodwill and Other
Intangible Assets." SFAS No.141 requires that the purchase method of
accounting be used for all business combinations initiated after June
30, 2001.  SFAS No. 142 eliminates amortization of goodwill and
intangible assets with indefinite lives and requires a transitional
impairment test of these assets within six months of the date of
adoption and an annual impairment test thereafter and in certain
circumstances.  The Company adopted SFAS No. 141 effective July 1,
2001 and adopted SFAS No. 142 effective May 1, 2002.  The Company has
completed the transitional impairment test of goodwill as of May 1,
2002, and no impairment was noted.

The following is a reconciliation of the net loss and loss per share
of Common Stock between the amounts reported by the Company and the
adjusted amounts reflecting the new accounting requirements related to
goodwill amortization for the periods presented:


                                        Three Months Ended
                                             October 31,
                                      -----------------------
                                         2002         2001
                                      ---------     ---------
                               (in thousands, except per share data)

Net loss as reported                  $  (5,755)    $    (796)
Add back goodwill
amortization, net of tax                     --           185
                                      ---------     ---------
Net loss as adjusted                  $  (5,755)    $    (611)

Net loss per share
as reported                           $   (0.18)    $   (0.02)

Net loss per share
as adjusted                           $   (0.18)    $   (0.02)


                                         Six Months Ended
                                             October 31,
                                      -----------------------
                                         2002         2001
                                      ---------     ---------
                               (in thousands, except per share data)

Net loss as reported                  $ (10,178)    $  (2,241)

Add back goodwill
amortization, net of tax                     --           370
                                      ---------     ---------
Net loss as adjusted                  $ (10,178)    $  (1,871)

Net loss per share
as reported                           $   (0.32)    $   (0.07)

Net loss per share
as adjusted                           $   (0.32)    $   (0.07)


         Investment in Goodwill

The changes in the carrying amount of goodwill for the six months
ended October 31, 2002 and 2001, were as follows:


                                         Abalon AB     Others
                                         ========     =======
                                            (in thousands)

Beginning balance May 1, 2002            $  2,158     $   831
Additions                                      --          70
Impairment                                     --          --
Currency effect                                --          60
                                         --------     -------
Ending balance October 31 ,2002          $  2,158     $   961


Beginning balance May 1, 2001            $  2,698     $ 1,041
Additions                                      --          --
Amortization                                 (270)       (100)
Currency effect                                --         (30)
                                         --------     -------
Ending balance October 31, 2001          $  2,428     $   911



5.  Accrued Expenses and Other Current Liabilities



                               October 31, 2002       April 30, 2002
                                --------------         -------------
                                           (in thousands)

Accrued purchases                    $1,607               $1,586
Accrued pension taxes                   941                  588
Short-term portion pension liability    642                  584
Employee withholding taxes              568                  470
Fair value provision for put option   1,951                1,620
Accrued restructuring costs             799                   --
Other                                 1,271                1,288
                                     ------               ------
                                    $ 7,779              $ 6,136


Hedge Transaction.  In November, 2000, the Company entered into a
hedge transaction with a Bank to offset potential Swedish social
security fee liabilities which may result from the exercise of stock
options by employees living in Sweden.  The hedge transaction involved
the issuance by the Bank of a call to the Company settleable in cash,
which the Bank elected to cover by purchasing shares of Common Stock.
The Company offset a portion of the cost of the call by issuing to the
Bank a right to put shares of Company Common Stock to the Company.
Gain or loss to the Company on the closing of the transaction will be
realized based upon the increase or decrease in the price of the
Common Stock.  In accordance with FAS 133 "Accounting for Derivative
Instruments and Hedging Activities," the value of the put must be
marked to market each reporting period and recorded in the Company's
financial statements.  As a result of the decline in the value of the
Company Common Stock, the put is in a loss position and as such the
Company has recorded a liability amounting to $2.0 million and $1.6
million, as of October 31, 2002, and April 30, 2002, respectively.
Adjustments to fair value reflect movements in the Common Stock price
which have resulted in non-operating charges at October 31, 2002 of
$0.2 million and at April 30, 2002 of $0.2 million.  The provision is
reviewed quarterly and adjusted to reflect the underlying Common Stock
value and will be reversed in full if the price of the Common Stock
reaches $4.536 per share, which is the exercise price of the put.  On
October 31, 2002 and on April 30, 2002, the exercise price of the call
option ($4.536) used to hedge potential Swedish social security fees
was above the market price of the Common Stock.  Since there was no
active market for these types of options, the value of the call option
was limited to a calculated option premium, which was offset in the
financial statements by the corresponding premium on the put option.
The original net premium of $50,000 is being amortized over the 5-year
term of the options.  The number of shares of Company Common Stock
subject to the call at any given time, which depends on the number of
options outstanding from time to time, is presently 450,000 and is not
expected to exceed that number.  As part of that transaction, the
Company deposited $2.1 million with the Bank and recorded a non-
current asset in that amount.  If the instruments were settled as of
October 31, 2002, $ 2.0 million liability representing the fair value
of the put would be netted against the cash deposit of $2.1 million,
yielding net proceeds of approximately $100,000.


6.  Accrued Payroll and Employee Benefits

                            October 31, 2002      April 30, 2002
                            ----------------      --------------
                                        (in thousands)

Accrued payroll taxes                  487                398
Accrued vacation pay                 1,252              1,807
Accrued salaries and bonus           1,266              1,118
Accrued severance costs                943                439
Accrued pension expenses                47                529
Accrued restructuring costs          2,941                 --
Other                                  244                271
                                    ------             ------
                                    $7,180             $4,562
                                    ======             ======


7. Segment Information

The Company operates in one industry segment: the design, development,
marketing, licensing, and support of client/server application
software.  The Company is managed on a geographic basis and the
Company's management evaluates the performance of its segments and
allocates resources to them based upon income (loss) from operations.
Income (loss) from operations for the geographic segments excludes
general corporate expenses and product development costs.  The
majority of software development occurs in Sweden, although the
Company maintains some development activities in the United States.
Product development costs and general corporate expenses are reported
in the Corporate segment.  Assets by reportable segment are not
disclosed since the Company's management does not review segmented
balance sheet information. Segment data includes inter-segment
revenues.

The table below presents information about the Company's reportable
segments:


                            Three Months Ended         Six Months Ended
                                October 31,                October 31,
                            2002         2001          2002         2001
                          --------     --------      --------     --------
                              (in thousands)              (in thousands)

Revenues:
     United States        $  3,541     $  5,369      $  6,727     $ 10,944
     Nordic                  6,892        7,015        12,014       12,110
     United Kingdom          1,555        1,747         2,795        2,975
     Netherlands             2,433        1,478         4,079        2,861
     Australia                 194          171           353          341
     Intercompany           (1,312)        (525)       (1,982)      (1,018)
     Corporate                  41           94          (187)         624
                          --------     --------      --------     --------
                          $ 13,344     $ 15,349      $ 23,799     $ 28,837
                          ========     ========      ========     ========

Included in the revenues for Nordic, for the quarters ended October
31, 2002, and 2001, were revenues of $996,000 and $525,000,
respectively, earned from other companies within the group.  Included
in the revenues for United Kingdom, for the quarters ended October 31,
2002, and 2001, were revenues of $317,000, and $0, respectively,
earned from other companies within the group.

Included in the revenues for Nordic, for the six months ended October
31, 2002, and 2001, were revenues of $1,414,000 and $1,018,000,
respectively, earned from other companies within the group.  Included
in the revenues for United Kingdom, for the six months ended October
31, 2002, and 2001, were revenues of $569,000, and $0, respectively,
earned from other companies within the group.


Income (loss) from operations:
     United States        $    275     $    564      $     79    $   1,620
     Nordic                  1,809        1,776         2,554        1,894
     United Kingdom            489          639           491          794
     Netherlands               207           81           329          107
     Other Europe               --           --            --           (1)
     Australia                  81          (37)          108          (35)
     Canada                    (16)          (1)          (16)          (2)
     Intercompany               40         (292)           55         (447)
     Corporate              (8,514)      (3,491)      (13,491)      (6,364)
                           --------    --------      --------     --------
                          $ (5,629)    $   (761)     $ (9,891)    $ (2,434)
                           ========     ========      ========     ========


8. Restructuring

On October 10, 2002, the Company announced a restructuring designed to
reduce costs by approximately $2.0 million per quarter.  The
restructuring has resulted in a charge of $3.8 million, which has been
recorded in the second quarter of fiscal year 2003. As of October 31,
2002, $3.7 million of that amount remains as a liability and has not
yet been paid. The Company anticipates that approximately $1.7 million
and $1.2 million of that amount will be paid in the third and fourth
quarters of fiscal year 2003, respectively. The remaining amount of
$0.8 million will be paid in fiscal year 2004.

The following table presents the components of the charge included,
(in thousands):

                                      Sweden   United States    ROW       Total
                                      ------   -------------   -----     ------
Severance benefits                    $2,896       $254         $381     $3,531
Lease obligations and terminations        --         --           53         53
Other                                    110         30           92        232
                                      ------       ----         ----     ------
Total restructuring charge            $3,006       $284         $526     $3,816
                                      ======       ====         ====     ======


The following table presents the components of the accrual at October
31, 2002, (in thousands), and the restructuring activity through
October 31, 2002:


                                                                      Accrual
                                        Utilization                    as of
                            Initial         of         Currency     October 31,
                             charge       accrual       effect         2002
                            -------     ----------     ---------    ---------
Severance benefits          $ 3,531     $     (96)     $     65     $   3,500
Lease obligations
  and terminations               53            --             1            54
Other                           232           (49)            3           186
                            -------     ----------     ---------    ---------
Total                       $ 3,816     $    (145)     $     69     $   3,740
                            =======     ==========     =========    =========


9. New Accounting Pronouncements

SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal
Activities," was issued in June 2002 and will become effective for
exit or disposal activities initiated after December 31, 2002. SFAS
No. 146 nullifies Emerging Issues Task Force Issue No. 94-3 "Liability
Recognition for Certain Employee Termination Benefits and Other Costs
to Exit Activity."  SFAS No. 146 requires that a liability for a cost
associated with an exit or disposal activity be recognized when the
liability is incurred and states that an entity's commitment to an
exit plan, by itself, does not create a present obligation that meets
the definition of a liability.  SFAS No. 146 also establishes that
fair value is the objective for initial measurement of the liability.
The Company believes that this new standards will not have any
material impact on the Company's financial position or results of
operations.

10. Subsequent Event

On November 3, 2002, the Company entered into an Agreement and Plan of
Merger ("Merger Agreement") with two subsidiaries of Symphony
Technology II-A, L.P. ("Symphony"), STG and STG OMS Acquisition Corp.
("Acquisition Sub"), pursuant to which Symphony can acquire the
outstanding shares of Common Stock of the Company for an aggregate
purchase price of approximately $11 million, or $.35 per share, in
cash.

Pursuant to the Merger Agreement, on November 12, 2002, Acquisition
Sub commenced a tender offer to purchase all of the outstanding shares
of Common Stock at purchase price of $.35 per share, net to the
seller, in cash.  The tender offer expired on 12:00 midnight, New York
City time, on December 10, 2002.  Following expiration, Symphony
announced that approximately 25,752,120 shares were tendered
(including 193,496 shares subject to guaranteed delivery),
representing approximately 80.6% of the outstanding shares of Common
Stock.  Acquisition Sub will acquire the remaining shares of Common
Stock in a second step merger in which Acquisition Sub will be merged
with and into the Company.

<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 within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended, that involve
certain risks and uncertainties.  Discussions containing such forward-
looking statements may be found in the material set forth below as
well as in this Report generally.  Without limiting the foregoing, the
words "believes," "anticipates," "plans," "expects," and similar
expressions are intended to identify forward-looking statements.  The
Company's actual results could differ materially from those
anticipated in such forward-looking statements as a result of certain
factors including, but not limited to, product demand and market
acceptance risks, the effect of economic conditions particularly in
its target markets, the impact of competitive products and pricing,
delays in the introduction of new product enhancements, the success of
the Company's restructuring program, hiring, training, and retaining
employees, and risks associated with managing the Company's
operations, as well as those set forth under "Risk Factors" in the
Company's Annual Report on Form 10-K for the fiscal year ended April
30, 2002, which are incorporated herein by reference.  These forward-
looking statements are made as of the date of this Report and the
Company assumes no obligation to update such forward-looking
statements or to update the reasons why actual results could differ
materially from those anticipated in such forward-looking statements.

OVERVIEW

The Company develops, markets, and supports client/server and Internet
based application software that enables manufacturers, distributors,
wholesalers, retailers, logistics service providers, and e-businesses
to more effectively manage their supply chains and their customer
relationships.  Supply chain management encompasses the execution of
multiple customer-focused order fulfillment processes, including order
management, pricing and promotion, handling, sourcing, warehouse
management, transportation management, service management, customer
relationship management, and replenishment planning and coordination.
The Company's software products monitor and manage events beyond the
physical limitations of the enterprise and are designed to meet the
complex fulfillment and customer service needs of distribution-
intensive businesses.  These products allow customers to leverage the
value of their existing enterprise systems by integrating with legacy,
new client/server, and new Internet based manufacturing, advanced
planning, and financial management systems.  The Company has a
professional services organization and relationships with third-party
technology vendors and system integrators that configure solutions for
clients.

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, the
percentages 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.

                                Three Months Ended          Six Months Ended
                                   October 31,                  October 31,
                                 2002        2001           2002        2001
                                 ----        ----           ----        ----
Revenues:
  Licenses                        4.0%       12.7%           3.4%        9.0%
  Services and maintenance       93.4        83.3           93.7        86.6
  Other                           2.6         4.0            2.9         4.4
                              -------     -------        -------     -------
     Total revenues             100.0       100.0          100.0       100.0

Cost of revenues:
  Licenses                        1.2         0.8            1.3         0.5
  Services and maintenance       52.3        54.0           57.3        57.5
  Other                           1.1         2.0            1.6         1.6
                              -------      ------        -------     -------
     Total cost of revenue       54.6        56.8           60.2        59.6
                              -------      ------        -------     -------
     Gross profit                45.4        43.2           39.8        40.4
                              -------      ------        -------     -------
Operating expenses:
 Product development             24.7        18.5           24.4        18.5
 Sales and marketing             18.0        16.6           20.0        16.3
 General and administrative      16.3        11.9           20.9        12.8
 Amortization of goodwill and
   other intangible assets         --         1.2             --         1.3
 Restructuring costs             28.6          --           16.0          --
                              -------     -------        -------     -------
     Total operating
     expenses                    87.6        48.2           81.3        48.9
                              -------     -------        -------     -------
Loss from operations            (42.2)       (5.0)         (41.5)       (8.5)
                              -------     -------        -------     -------
Other income (expense):
  Interest income                 0.6         1.0            0.8         1.4
  Interest expense               (0.0)       (0.0)          (0.0)       (0.0)
  Miscellaneous
   income (expense)              (0.2)       (1.2)          (1.3)       (0.7)
                              -------     -------        -------     -------
Loss before income taxes        (41.8)       (5.2)         (42.0)       (7.8)
Benefit for income taxes         (1.3)         --           (0.8)         --
                              -------     -------        -------     -------
Net loss                        (43.1)%      (5.2)%        (42.8)%      (7.8)%
                              =======     =======        =======     =======


REVENUES

The Company's revenues consist of software license revenues, services
and maintenance revenues, and other revenues.  Software license
revenue is recognized when persuasive evidence of an arrangement
exists and delivery has occurred, the fee is fixed and determinable,
collectibility is probable, and the arrangement does not require
significant customization of the software.  Services revenue is
recognized as the Company performs the services in accordance with the
contract.  Maintenance revenue is deferred and recognized ratably over
the term of the agreement, generally one year.  Other revenue is
primarily related to the Company's outsourcing business and is
primarily services revenue.  The Company derives substantially all of
its revenues from services and maintenance related to its software.

Total revenues decreased 13.1% to $13.3 million in the quarter ended
October 31, 2002, from $15.3 million in the quarter ended October 31,
2001.  In the first six months of fiscal 2003, total revenues
decreased 17.5% to $23.8 million from $28.8 million in the first six
months of fiscal 2002.  The Company's decline in revenues is largely
due to weak general economic conditions and reduced IT spending that
have reduced the number of licenses sold and, therefore, reduced the
Company's revenues derived from services related to new license sales.

    SOFTWARE LICENSE REVENUES.  Revenues from software licenses
decreased 72.6% to $0.5 million in the quarter ended October 31, 2002,
from $1.9 million in the quarter ended October 31, 2001.  In the first
six months of fiscal 2003, revenues from software licenses decreased
68.7% to $0.8 million from $2.6 million in the first six months of
fiscal 2002.

    SERVICES AND MAINTENANCE REVENUES.  Revenues from services and
maintenance decreased 2.5% to $12.5 million in the quarter ended
October 31, 2002, from $12.8 million in the quarter ended October 31,
2001.  In the first six months of fiscal 2003, revenues from services
and maintenance decreased 10.7% to $22.3 million from $25.0 million in
the first six months of fiscal 2002.  Maintenance revenues for the
three-month and six-month periods have remained relatively flat.  The
decrease in services revenues is primarily due to a decrease in
services revenue associated with implementation of the Company's
software as a result of the reduced level of license sales.  As a
result of reduced software license revenues, services and maintenance
revenues as a percentage of total revenues increased to 93.4% in the
three months ended October 31, 2002, from 83.3% in the three months
ended October 31, 2001, and increased to 93.7% in the first six months
of fiscal 2003 from 86.6% in the first six months of fiscal 2002.

    OTHER REVENUES.  Other revenues decreased 44.8% to $340,000 in the
quarter ended October 31, 2002, from $616,000 in the quarter ended
October 31, 2001.  In the first six months of fiscal 2003, other
revenues decreased 45.6% to $693,000, from $1.3 million in the first
six months of fiscal 2002.  The decrease in other revenues was
primarily due to a change in the reporting of $309,000 in sublease
rental income.  Beginning in fiscal year 2003, the Company has
classified sublease rental income previously included on other
revenues as a reduction to rent expense.  Prior year amounts of $1.0
million have not been reclassified as the amounts were not considered
to have a material effect on the Company's total revenues.

COST OF REVENUES

    COST OF SOFTWARE LICENSE REVENUES.  Cost of software license
revenues consists primarily of license fees paid with respect to
embedded third-party software included with the licenses of the
Company's software products and, occasionally, the cost of third-party
complementary software that is licensed together with the Company's
software without being embedded.  In addition, cost of software
license revenues may include royalty fees paid to partners that are
directly related to license sales.  Cost of software license revenues
was $160,000 and $120,000 in the quarters ended October 31, 2002 and
2001, representing 29.6% and 6.2% of software license revenues,
respectively.  Cost of software license revenues was $318,000 and
$136,000 in the first six months of fiscal 2003 and 2002, representing
39.2% and 5.2% of software license revenues, respectively.

The increase in both absolute dollars and also in percentage is
primarily due to two factors:  During the quarter ended October 31,
2002, the Company sold licenses that required payment to a third-party
provider.  In addition, beginning in fiscal 2003, the Company is
amortizing the cost for embedded software ratably over the year and
not as a percentage of license revenue as it has done in the past.

    COST OF SERVICES AND MAINTENANCE REVENUES.  Cost of services and
maintenance revenues consists primarily of costs associated with
consulting, implementation, and training services and the use by the
Company of third-party consultants to perform implementation services
for the Company's customers.  Cost of services and maintenance
revenues also includes the cost of providing software maintenance to
customers, such as telephone hotline support.

Cost of services and maintenance revenues was $7.0 million and $8.3
million in the quarters ended October 31, 2002, and 2001, representing
56.0% and 64.9% of services and maintenance revenues, respectively.
Cost of services and maintenance revenues was $13.6 million and $16.6
million in the first six months of fiscal 2003 and 2002, representing
61.1% and 66.4% of services and maintenance revenues, respectively.
Cost of services and maintenance revenues declined during fiscal 2003
as compared to the prior year primarily as a result a reduction in
personnel and third party consultants.  During the quarter ended
October 31, 2002, the Company experienced a more efficient utilization
of its services personnel as compared to prior periods.

    COST OF OTHER REVENUES.  Cost of other revenues consists primarily
of the personnel costs and related expenses, including depreciation of
third party hardware related to the outsourcing revenues.  Cost of
other revenues was $146,000 and $303,000 in the quarters ended October
31, 2002, and 2001, representing 42.9% and 49.2% of other revenues,
respectively. Cost of other revenues was $379,000 and $467,000 in the
first six months of fiscal 2003 and 2002, representing 54.7% and 36.7%
of other revenues, respectively.

    PRODUCT DEVELOPMENT.  Product development expenses, which are
expensed as incurred, were $3.3 million and $2.8 million in the
quarters ended October 31, 2002, and 2001, representing 24.7% and
18.5% of total revenues, respectively.  These same expenses were $5.8
million and $5.3 million in the first six months of fiscal 2003 and
2002, representing 24.4% and 18.5% of total revenues, respectively.
Product development expenses in the three-month and six-month periods
ended October 31, 2002 were higher than the prior year primarily due
to the costs associated with the use of a third party for development
work.  Product development expenses as a percentage of total revenues
for the three-month and six-month periods ending October 31, 2002
increased due to the higher expenses in fiscal year 2003 coupled with
lower revenues.

    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 $2.4 million and $2.5 million in the quarters
ended October 31, 2002, and 2001, representing 18.0% and 16.6% of
total revenues, respectively.  These same expenses were $4.8 million
and $4.7 million in the first six months of fiscal 2003 and 2002,
representing 20.0% and 16.3% of total revenues, respectively.  Sales
and marketing expenses as a percentage of total revenues increased
primarily because of the decrease in total revenues.

    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 services.  General and administrative expenses
were $2.2 million and $1.8 million in the quarters ended October 31,
2002, and 2001, representing 16.3% and 11.9% of total revenues,
respectively.  General and Administrative expenses were $5.0 million
and $3.7 million in the first six months of fiscal 2003 and 2002,
representing 20.9% and 12.8% of total revenues, respectively.  The
increase in general and administrative expenses was primarily due to a
one-time charge for the cost associated with the change of Chief
Executive Officer in July 2002 of $0.3 million as compared to the same
quarter last year and a charge of $1.3 million as compared to the same
period in the six months ended October 31, 2002. These amounts will be
paid out over the next two years in accordance with the contract.
There were no expenses recorded in the quarter ended October 31, 2002
related to the merger transaction discussed below under "-- Recent
Events -- Merger with Symphony."  These costs are expected to be
approximately $0.5 million and are anticipated to be charged to income
in the next quarter.

     AMORTIZATION OF GOODWILL AND OTHER INTANGIBLE ASSETS.
Amortization of goodwill and other intangibles relates to the fiscal
1998 acquisition of Ceratina International AB, the fiscal 1999
acquisition of Abalon AB, and the fiscal 2001 acquisition of IMOY.
Goodwill and other intangibles were amortized over a 5 to 10 year
period.  In April 2001, as a result of a decline in the value of the
Company's goodwill and intangible assets related to Abalon, based on
projected discounted cash flows, the Company took an additional $3.0
million write-down.  Beginning with fiscal year 2003, in accordance
with FAS 142 the Company will no longer amortize goodwill.  The value
of the Company's goodwill assets will be assessed on an ongoing basis
and any impairment in the value of goodwill assets will be written-
down accordingly.  The Company adopted SFAS No. 142 effective May 1,
2002.  The Company has completed the transitional impairment test of
goodwill as of May 1, 2002 and no impairment was noted.

      RESTRUCTURING COSTS.  During the quarter ended October 31, 2002,
the Company incurred a $3.8 million restructuring charge designed to
substantially reduce costs by approximately $2.0 million per quarter.
As of October 31, 2002, $3.7 million of the charged amount remains as
a liability and has not yet been paid.   The Company anticipates that
approximately $1.7 million and $1.2 million of that amount will be
paid in the third and fourth quarters of fiscal year 2003,
respectively.  The remaining amount of $0.8 million will be paid in
fiscal year 2004.

     OTHER INCOME (EXPENSE).  Other income (expense) is comprised of
interest income, interest expenses, and miscellaneous income and
expenses.  Interest income was $86,000 and $158,000 in the quarters
ended October 31, 2002, and 2001, representing 0.6% and 1.0% of total
revenues, respectively.  Interest income was $202,000 and $403,000 in
the first six months of fiscal 2003 and 2002, representing 0.8% and
1.4% of total revenues, respectively.  The decrease in interest income
was primarily due to lower cash balances and a lower interest rate.
Miscellaneous expenses were $34,000 and $193,000 in the quarters ended
October 31, 2002, and 2001, representing 0.2% and 1.2% of total
revenues, respectively.  These same expenses were $311,000 and
$210,000 in the first six months of fiscal 2003 and 2002, representing
1.3% and 0.7% of total revenues, respectively.

The decrease in miscellaneous expenses in absolute dollar amounts is
due to the change in the intrinsic value for the put option discussed
in Note 5 to the unaudited condensed consolidated financial statements
contained in this report.

     PROVISION FOR INCOME TAXES.  A provision for income taxes was
made during the three months ended October 31, 2002.  The provision is
related to the Canadian operations for previous periods.


LIQUIDITY AND CAPITAL RESOURCES

As of October 31, 2002, the Company had $2.1 million of working
capital, including $10.5 million in cash and cash equivalents, as
compared to $11.5 million of working capital as of April 30, 2002,
including $16.4 million in cash and cash equivalents.  Accounts
receivable, net of allowance for doubtful accounts, increased to $8.3
million at October 31, 2002, from $8.0 million at April 30, 2002, and
the average days' sales outstanding, including accrued income, was 72
days for the quarter ended October 31, 2002, compared to 68 days in
the same quarter last year.  The allowance for doubtful accounts
decreased to $1.0 million at October 31, 2002, from $1.1 million at
April 30, 2002.  The decrease in accounts receivable in total dollars
is attributable to the decrease in total revenues.  The Company
believes that existing cash and cash equivalent balances and cash flow
from operations will satisfy the Company's working capital and capital
expenditure requirements for at least the next 12 months.

To date, the Company has funded operations primarily through private
sales of equity securities and an initial public offering of common
stock in September 1996.  At October 31, 2002, the Company had cash
and cash equivalents of $10.5 million.  The net cash and cash
equivalent usage during the quarter ending October 31, 2002 was $4.5
million.  In October 2002, the Company implemented an organizational
restructuring, staff reduction programs, and other measures to reduce
cash usage and gain operational efficiencies.  The Company anticipates
that it will begin to realize the benefits of this program in the
second half of fiscal 2003.  The Company anticipates that
approximately $1.7 million and $1.2 million of that amount will be
paid in the third and fourth quarters of fiscal year 2003,
respectively.  The remaining amount of $0.8 million will be paid in
fiscal year 2004.  In addition, the Company will continue to look for
opportunities to make its operations more efficient.  Based on the
Company's operating budget and cash flow projections for fiscal 2003
the Company believes that it has sufficient cash and cash equivalents
to fund its operations beyond October 31, 2003.  In the event that the
Company should fail to meet its budget and cash flow targets, the
Company believes that it has the ability to quickly scale back
operations in order to conserve sufficient cash and cash equivalents
to fund its operations beyond October 31, 2003.  No assurance can be
given that the Company will achieve its budget and cash flow targets
and, whether or not such targets are met, that the Company will have
sufficient cash and cash equivalents to fund its operations beyond
October 31, 2003.

The Company has virtually no outstanding debt.  The Company continues
to evaluate possibilities to obtain additional financing through
public or private equity offerings, bank debt financing, asset
securitizations, or from other sources.  Such additional financing
would be subject to the risk of availability, may be dilutive to the
Company's shareholders, or could impose restrictions on operating
activities.  There can be no assurance that this additional financing
will be available on terms acceptable to the Company, if at all.

RECENT EVENTS

     Merger with Symphony Technology Group

On November 3, 2002, the Company entered into an Agreement and Plan of
Merger ("Merger Agreement") with two subsidiaries of Symphony
Technology II-A, L.P. ("Symphony"), STG and STG OMS Acquisition Corp.
("Acquisition Sub"), pursuant to which Symphony can acquire the
outstanding shares of Common Stock of the Company for an aggregate
purchase price of approximately $11 million, or $.35 per share, in
cash.

Pursuant to the Merger Agreement, on November 12, 2002, Acquisition
Sub commenced a tender offer to purchase all of the outstanding shares
of Common Stock at purchase price of $.35 per share, net to the
seller, in cash.  The tender offer expired on 12:00 midnight, New York
City time, on December 10, 2002.  Following expiration, Symphony
announced that approximately 25,752,120 shares were tendered
(including 193,946 shares subject to guaranteed delivery),
representing approximately 80.6% of the outstanding shares of Common
Stock.  Acquisition Sub will acquire the remaining shares of Common
Stock in a second step merger in which Acquisition Sub will be merged
with and into the Company.

    OTC Bulletin Board

On November 19, 2002, the Company received notice that Nasdaq had
determined to delist the Common Stock from The Nasdaq National Market
for failure to comply with Marketplace Rule 4450(a)(5), which requires
a minimum bid price per share of $1.  From November 22, 2002, through
the close of business on December 13, 2002, the Common Stock was
listed on The Nasdaq SmallCap Market.  As of the open of business on
December 16, 2002, the Common Stock is eligible for trading on the OTC
Bulletin Board under the symbol IMIC.


ITEM 3.  QUALITATIVE AND QUANTITATIVE DISCLOSURE ABOUT MARKET RISK

Except for the transaction referred to above under the heading "Hedge
Transaction" in Note 5 to the Notes to Condensed Consolidated
Financial Statements included herein, the Company does not believe it
is exposed to market risks with respect to any of its investments; the
Company does not utilize market rate sensitive instruments for trading
or other purposes.  As of October 31, 2002, the Company had no long-
term investments.

As of October 31, 2002, the Company's cash and cash equivalents were
$10.5 million, most of which were invested in money market funds.  Due
to the conservative nature of the Company's investment portfolio,
management believes a sudden change in interest rates would not have a
material effect on the value of the portfolio.

A significant portion of the Company's business is conducted in
currencies other than the U.S. dollar (the currency in which its
financial statements are stated), primarily the Swedish krona and, to
a lesser extent, the U.K. pound sterling, the Euro, the Australian
dollar, and the Canadian dollar.  The Company incurs a significant
portion of its expenses in Swedish krona, including a significant
portion of its product development expenses and a substantial portion
of its general and administrative expenses.  As a result, appreciation
of the value of the Swedish krona relative to the other currencies in
which the Company generates revenues, particularly the U.S. dollar,
could adversely affect operating results.  The Company does not
currently undertake hedging transactions to cover its currency
exposure, but the Company may choose to hedge a portion of its
currency exposure in the future as it deems appropriate.

ITEM 4.  CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures.

The Company's principal executive officer and its principal financial
officer, after evaluating the effectiveness of the Company's
disclosure controls and procedures (as defined in Exchange Act Rules
13a-14(c) and 15d-14(c)) on December 13, 2002, have concluded that, as
of such date, the Company's disclosure controls and procedures were
adequate and effective to ensure that material information relating to
the Company and its consolidated subsidiaries would be made known to
them by others within those entities.

(b) Changes in internal controls.

There were no significant changes in the Company's internal controls
or in other factors that could significantly affect the Company's
disclosure controls and procedures subsequent to the date of their
evaluation, nor were there any significant deficiencies or material
weaknesses in the Company's internal controls.  As a result, no
corrective actions were required or taken.


PART II.  OTHER INFORMATION

ITEM 5.  Submission of Matters to a Vote of Security Holders.

At the 2002 Annual Meeting of the Shareholders of the Company held on
October 9, 2002, David L. Anderson, Jeffrey A. Harris, William H.
Janeway, Lin Johnstone, Terje Laugerud, Martin Leimdorfer, and
Geoffrey W. Squire were re-elected as directors of the Company, and
the selection of PricewaterhouseCoopers LLP as the Company's
independent public accountants for the fiscal year ending April 30,
2003, was ratified.  The tabulation of the votes is as follows:

                                  Votes For         Votes Withheld
                                 -----------       ----------------
David L. Anderson                 29,831,792             82,070

Jeffrey A. Harris                 29,791,939            121,920

William H. Janeway                29,828,739             85,120

Lin Johnstone                     29,602,612            311,247

Terje Laugerud                    29,825,789             88,070

Martin Leimdorfer                 29,791,939            121,920

Geoffrey W. Squire                29,828,739             85,120

                               Votes For       Against       Abstain
                              -----------     ---------     ---------
Ratification of Selection
of Accountants                 29,889,519       8,240        16,100


ITEM 6.  Exhibits and Reports on Form 8-K.

     a.  Exhibits

          99.1.   Certification of Chief Executive Officer Pursuant to
                  18 U.S.C. Section 1350, as Adopted Pursuant to Section 906
                  of the Sarbanes-Oxley Act of 2002.

          99.2.   Certification of Chief Financial Officer Pursuant to
                  18 U.S.C. Section 1350, as Adopted Pursuant to Section 906
                  of the Sarbanes-Oxley Act of 2002.

     b.  Reports on Form 8-K

          None.

<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/ Lin Johnstone
                                      ---------------------------
                                      Lin Johnstone
                                      Principal Executive Officer



                                  BY: /s/ Susan Salvesen
                                      ---------------------------
                                      Susan Salvesen
                                      Principal Financial Officer


DATE: December 16, 2002


                                 CERTIFICATION

I, Lin Johnstone, President and Chief Executive Officer of Industri-Matematik
International Corp., certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Industri-Matematik
     International Corp.;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which
     such statements were made, not misleading with respect to the period
     covered by this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as
     defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
     and we have:

     a)  designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this quarterly
         report is being prepared;

     b)  evaluated the effectiveness of the registrant's disclosure controls
         and procedures as of a date within 90 days prior to the filing date
         of this quarterly report (the "Evaluation Date"); and

     c)  presented in this quarterly report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent function):

     a)  all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weakness in
         internal controls; and

     b)  any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         controls; and

6.   The registrant's other certifying officers and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and
     material weaknesses.


Dated:  December 16, 2002                  /s/ Lin Johnstone
                                           -----------------------
                                           Lin Johnstone
                                           President and Chief
                                           Executive Officer



                                 CERTIFICATION

I, Susan Salvesen, Treasurer and Chief Financial Officer of Industri-Matematik
International Corp., certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Industri-Matematik
     International Corp.;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which
     such statements were made, not misleading with respect to the period
     covered by this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as
     defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
     and we have:

     a)  designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this quarterly
         report is being prepared;

     b)  evaluated the effectiveness of the registrant's disclosure controls
         and procedures as of a date within 90 days prior to the filing date
         of this quarterly report (the "Evaluation Date"); and

     c)  presented in this quarterly report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent function):

     a)  all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weakness in
         internal controls; and

     b)  any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         controls; and

6.   The registrant's other certifying officers and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and
     material weaknesses.


Dated:  December 16, 2002                  /s/ Susan Salvesen
                                           -----------------------
                                           Susan Salvesen
                                           Treasurer and Chief
                                           Financial Officer

<PAGE>



                                EXHIBIT INDEX

Exhibit No.      Description
----------       -----------
   99.1.         Certification of Chief Executive Officer Pursuant to
                 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906
                 of the Sarbanes-Oxley Act of 2002.

   99.2.         Certification of Chief Financial Officer Pursuant to
                 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906
                 of the Sarbanes-Oxley Act of 2002.