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, 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 January 31, 2002:

Common Stock ($.01 par value)                    32,377,303 shares








                      PART I. - FINANCIAL INFORMATION

                  INDUSTRI-MATEMATIK INTERNATIONAL CORP.
                             AND SUBSIDIARIES

                   CONDENSED CONSOLIDATED BALANCE SHEET

                 (in thousands, except share and per share data)

                                              01/31/02        04/30/01
                                            -----------     -----------
                                            (Unaudited)
ASSETS
Current assets:
    Cash and cash equivalents               $  18,786       $ 12,053
    Short-term investments                         --         12,866
    Accounts receivable, less allowance
      for doubtful accounts of $1,099
      and $1,143 at January 31, 2002, and
      April 30, 2001, respectively              8,257         10,952
    Contract receivables                        2,036          1,861
    Prepaid expenses                            1,922          1,726
    Income taxes receivable                       301            217
    Other current assets                          671            640
                                               ------         ------
          Total current assets                 31,973         40,315
                                               ------         ------
Non-current assets:
     Property and equipment, net                3,285          4,753
     Goodwill and other intangible assets       3,148          3,739
     Long-term cash deposit                     2,824          2,794
     Other non-current assets                     886            909
                                               ------         ------
          Total non-current assets             10,143         12,195
                                               ------         ------
     Total assets                            $ 42,116       $ 52,510
                                              =======        =======
LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
     Accounts payable                        $ 1,295       $  1,129
     Accrued expenses and other
       current liabilities                     6,436          8,071
     Accrued payroll and employee benefits     3,920          7,595
     Deferred revenue                          5,393          7,045
                                              ------         ------
          Total current liabilities           17,044         23,840
                                              ------         ------
Long-term liabilities:
     Accrued pension liability                 2,806          2,880
                                              ------         ------
     Total long-term liabilities               2,806          2,880
                                              ------         ------
           Total liabilities                  19,850         26,720
                                              ------         ------
Stockholders' equity:
     Common Stock; voting; $.01 par value;
     62,500,000 shares authorized;
     32,377,303 and 32,274,265 shares
     issued and outstanding at
     January 31, 2002, and April 30,
     2001, respectively                          324            323
    Additional paid-in capital               120,857        125,206
    Accumulated deficit                      (91,643)       (88,022)
    Accumulated other comprehensive loss      (5,917)        (5,835)
    Notes receivable from stockholders        (1,355)        (5,882)
                                             -------        -------
       Total stockholders' equity             22,266         25,790
                                             -------        -------
Total liabilities and stockholders' equity  $ 42,116       $ 52,510
                                             =======        =======

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







                        INDUSTRI-MATEMATIK INTERNATIONAL CORP.
                                 AND SUBSIDIARIES

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

                                                THREE MONTHS ENDED
                                            01/31/02          01/31/01
                                       ---------------   ----------------

Revenues:
    Licenses                                $  1,479          $  2,039
    Services and maintenance                  11,777            12,613
    Other                                        593               738
                                             -------           -------
      Total revenues                          13,849            15,390
                                             -------           -------
Cost of revenues:
    Licenses                                     141               192
    Services and maintenance                   7,904             8,999
    Other                                        223               113
                                             -------           -------
      Total cost of revenues                   8,268             9,304
                                             -------           -------
      Gross profit                             5,581             6,086
                                             -------           -------
Operating expenses:
    Product development                        2,424             3,741
    Sales and marketing                        2,999             3,424
    General and administrative                 1,912             2,164
    Amortization of goodwill and
        other intangible assets                  185               374
                                             -------           -------
      Total operating expenses                 7,520             9,703
                                             -------           -------
Loss from operations                          (1,939)           (3,617)
                                             -------           -------
Other income (expense):
    Interest income                               75               353
    Interest expense                              (2)               (1)
    Miscellaneous income, net                    486              (989)
                                             -------           -------
Loss before income taxes                      (1,380)           (4,254)
Benefit for income taxes                          --                --
                                             -------           -------
Net loss                                      (1,380)           (4,254)
                                             =======           =======

Net loss per share                           $ (0.04)          $ (0.13)
                                             -------           -------
Net loss per share
  - assuming dilution                        $ (0.04)          $ (0.13)
                                             =======           =======

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



                        INDUSTRI-MATEMATIK INTERNATIONAL CORP.
                                 AND SUBSIDIARIES

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

                                                NINE MONTHS ENDED
                                            01/31/02          01/31/01
                                       ---------------   ----------------

Revenues:
    Licenses                                $  4,070          $ 10,007
    Services and maintenance                  36,749            39,174
    Other                                      1,868             1,689
                                             -------           -------
      Total revenues                          42,687            50,870
                                             -------           -------
Cost of revenues:
    Licenses                                     277               688
    Services and maintenance                  24,483            27,466
    Other                                        690               413
                                             -------           -------
      Total cost of revenues                  25,450            28,567
                                             -------           -------
      Gross profit                            17,237            22,303
                                             -------           -------
Operating expenses:
    Product development                        7,755            11,504
    Sales and marketing                        7,702            11,817
    General and administrative                 5,598             6,610
    Amortization of goodwill and
        other intangible assets                  555             1,123
                                             -------           -------
      Total operating expenses                21,610            31,054
                                             -------           -------
Loss from operations                          (4,373)           (8,751)
                                             -------           -------
Other income (expense):
    Interest income                              478             1,271
    Interest expense                              (2)              (12)
    Miscellaneous income (expense), net          276              (892)
                                             -------           -------
Loss before income taxes                      (3,621)           (8,384)
Benefit for income taxes                          --                --
                                             -------           -------

Net loss                                      (3,621)           (8,384)
                                             =======           =======

Net loss per share                           $ (0.11)          $ (0.26)
                                             -------           -------
Net loss per share
  - assuming dilution                        $ (0.11)          $ (0.26)
                                             =======           =======

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



                  INDUSTRI-MATEMATIK INTERNATIONAL CORP.
                             AND SUBSIDIARIES

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

                                                 NINE MONTHS ENDED
                                              01/31/02        01/31/01
                                            -----------     -----------

Cash flows from operating activities:
Net loss                                       $(3,621)       $ (8,384)

Adjustments to reconcile net loss
to net cash used in operating activities:
    Depreciation and amortization                2,167           3,247
    Hedge transaction valuation charge                             945
    Provision for doubtful accounts                 42              (5)
    Deferred income taxes                           --              --
    Accrued interest on short-term
      investments                                   --              --
    Loss on disposal of property and equipment     (90)            (12)
   (Gain)loss on disposal of other shares         (373)             --
    Write-down on property and equipment            --              --
    Changes in operating assets and liabilities:
        Accounts receivable                      2,527           9,613
        Contract receivables and
          prepaid expenses                        (523)           (262)
        Income taxes receivable                    (90)            419
        Long-term cash deposit                                  (2,136)
        Other assets                              (191)            290
        Accounts payable                           201            (674)
        Accrued expenses and other
          current liabilities                   (1,435)         (3,262)
        Accrued payroll, employee benefits
          and deferred revenue                  (4,821)         (1,575)
        Accrued pension liability                   76             390
                                             ---------       ---------

Net cash used in operating activities           (6,131)         (1,406)
                                             =========       =========

Cash flows from investing activities:
      Purchase of short-term investments        12,866        (100,381)
      Proceeds from sale of short-term
        investments                                 --         103,012
      Additions to property and equipment         (373)         (2,433)
      Proceeds from sale of property
        and equipment                               54              14
      Proceeds from sale of other shares           373              --
      Collection of notes receivable                --              40
                                             ---------       ---------
Net cash flows provided by (used in)
  investing activities                          12,920             252
                                             =========       =========

Cash flows from financing activities:
      Payments on notes payable                     --             (303)
      Issuance of Common Stock                      --              901
      Other                                         70               81
                                             ---------        ---------
Net cash flows provided
  by financing activities                           70              679
                                             =========        =========

Translation differences on cash and
 cash equivalents                                 (126)            (233)
                                             ---------        ---------
Net increase in cash and cash
 equivalents                                   $ 6,733          $  (708)
                                             =========        =========

Cash and cash equivalents at beginning
 of period                                     $12,053          $12,036
Cash and cash equivalents at end             ---------        ---------
 of period                                     $18,786          $11,328
                                             ---------        ---------

Supplemental disclosures of cash flow information:
Cash paid during the period for:
      Interest                                  $     6         $    11
      Income taxes                              $ 1,393         $   415

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







                  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 January 31, 2002, and the results of operations for
the three and nine months and cash flows for the nine months ended January
31, 2002, and 2001.  These financial statements, which include a condensed
consolidated balance sheet as of April 30, 2001 (audited), 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, 2001.  Results of operations and cash flows for the periods
ended January 31, 2002, are not necessarily representative of the results
that may be expected for the fiscal year ending April 30, 2002, or any other
future period.

2.  Comprehensive Loss

    Total comprehensive loss was $(2,042,000) and $(3,463,000) for the three
months ended January 31, 2002, and 2001, respectively. Total comprehensive
loss was $(3,703,000) and $(8,731,000) for the nine months ended January 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 nine month periods ended January 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.

    For each of the periods presented, income available to common
shareholders (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            Nine months ended
                             January 31,                  January 31,
                        -----------------------     -----------------------
                           2002          2001          2002          2001
                        ---------     ---------     ---------     ---------

Weighted average
shares outstanding     32,309,366    32,019,747    32,305,413    31,974,739
Effect of dilutive
stock options                   -             -             -             -
                        ---------     ---------     ---------     ---------
Adjusted weighted
average shares
outstanding assuming
dilution               32,309,366    32,019,747    32,305,413    31,974,739
                       ==========    ==========    ==========    ==========


4.  Accrued Expenses and Other Current Liabilities

                               January 31, 2002       April 30, 2001
                               ----------------     ------------------
                                 (unaudited)
                                         (in thousands)

Accrued purchases                  $1,533               $2,274
Project reserves                      155                  148
Accrued consultancy                   723                  645
Accrued restructuring costs           150                1,355
Accrued pension taxes                 908                  588
Value-added tax                       142                  374
Employee withholding taxes            358                  580
Valuation of put option (see below) 1,501                1,384
Other                                 966                  723
                                   ------               ------
                                   $6,436               $8,071
                                   ======               ======


During November, 2000, the Company entered into a hedge transaction with a
Bank to offset potential Swedish social  security fee liability upon exercise
of stock options by employees living in Sweden.  The arrangement 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 the Company's 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 Company's Common Stock.  As a result
of the decline in the value of the Company's Common Stock, as of April 30,
2001, the Company recorded a non-operating charge of $1.384 million relating
to the put issued to the Bank which was adjusted to $1.501 million at January
31, 2002.  This charge 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. 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 will be 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.  It is anticipated that the hedge transaction will be
open for several years.  As part of that transaction, the Company deposited
$2.1 million with the Bank and recorded a non-current asset in that amount.


5.  Accrued Payroll and Employee Benefits

                            January 31, 2002      April 30, 2001
                            ----------------      --------------
                                 (unaudited)
                                        (in thousands)

Accrued commissions               $   61               $  398
Accrued payroll taxes                309                  977
Accrued vacation pay               1,469                1,571
Accrued salaries and bonus         1,340                1,398
Accrued restructuring costs           --                2,256
Accrued pension expenses             558                  703
Debt for ESPP                          8                  145
Other                                175                  147
                                  ------               ------
                                  $3,920               $7,595
                                  ======               ======

6. Income Taxes

   In April, 2001, the Company reduced the value of its deferred tax
asset ($18,823,000 including losses for the fiscal year ended April 30, 2001)
to $0 by recording an additional valuation allowance against its remaining
deferred tax asset based upon its continuing non-profitable operations and
inability to predict when this asset could be realized.  The Company intends
to continue to record additional valuation allowances until its operations
return to profitability and did so for the three and nine months ended
January 31, 2002.

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         Nine Months Ended
                                January 31,                January 31,
                            2002         2001          2002         2001
                          --------     --------      --------     --------
                              (in thousands)              (in thousands)

Revenues:
     United States        $  5,170     $  5,896      $ 16,114     $ 22,266
     Nordic                  5,962        7,371        18,072       19,684
     United Kingdom          2,263        1,472         5,239        4,565
     Netherlands             1,408          972         4,268        5,184
     Australia                 181          244           523          883
     Intercompany           (1,192)        (886)       (2,211)      (2,197)
     Corporate                  57          321           682          485
                          --------     --------      --------     --------
                          $ 13,849     $ 15,390      $ 42,687     $ 50,870
                          ========     ========      ========     ========


Income (loss) from operations:
     United States        $    422     $  1,550      $  2,042    $   8,090
     Nordic                    263          965         2,157           80
     United Kingdom            310         (117)        1,104         (200)
     Netherlands               (63)        (141)           44        1,778
     Other Europe               --           --            (1)           3
     Australia                  68         (100)           33         (263)
     Canada                     (1)          (1)           (2)          (3)
     Intercompany              137         (365)         (310)      (1,237)
     Corporate              (3,075)      (5,408)       (9,440)     (16,999)
                           --------    --------      --------     --------
                          $ (1,939)    $ (3,617)     $ (4,373)    $ (8,751)
                           ========     ========      ========     ========

8. Restructuring

In April, 2001, in order to reduce costs and increase efficiency, the Company
announced a reorganization of its operations into four regional units each
made up of sales, services, support, and operations staff.  In connection
with the reorganization, the Company recorded a restructuring charge of $5.4
million consisting primarily of employee severance costs, lease termination
expenses, and write-downs of certain property and equipment, of which $1.5
million was expended by April 30, 2001. The components of the charge
included, in thousands:

                                        Sweden      United States       Total
                                        ------      -------------       -----
Severance benefits                      $2,431          $366           $2,797
Lease obligations and terminations       1,057                          1,057
Write-down on fixed assets               1,490                          1,490
Other                                       47                             47
                                        ------          ----           ------
Total restructuring charge              $5,025          $366           $5,391
                                        ======          ====           ======
Of the 57 employees terminated in Sweden, 5 worked in administration, 3
worked in sales and marketing, 13 worked in services and support, and 36
worked in product development.  Of the 6 employees terminated in the United
States 1 worked in administration, 1 worked in services and support, and 4
worked in sales and marketing.  The lease termination expenses related to the
space occupied by the terminated employees in Sweden, and the assets written-
down in the reorganization were office equipment and leasehold improvements
related to the terminated employees as well as accounting and support
systems.

The following table presents the components of the accrual at April 30, 2001
(in thousands), restructuring activity relating to the fiscal 2001
restructuring through January 31, 2002, and the remaining accrual at January
31, 2002:
                            Accrual                             Accrual
                             as of    Utilization                as of
                            April 30,      of       Currency   January 31,
                              2001       accrual     effect       2002
                            -------   ----------   ---------   --------
Severance benefits          $ 2,621   $  (2,523)   $    (79)   $     19
Lease obligations
  and terminations              990        (821)        (38)        131
Other                            47         (47)                      0
                            -------   ----------   ---------   --------
Total                       $ 3,658   $  (3,391)   $   (117)   $    150
                            =======   ==========   =========   ========




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, uncertainties regarding continued market
acceptance of the Company's products, delays in the introduction of new
product enhancements, the success of the implementation 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, 2001, 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 application
software that enables manufacturers, distributors, and wholesalers to
manage their supply chain and customer relationships more effectively.
The Company was founded in 1967 as a custom software development and
consulting services organization.  The Company developed and delivered
its first distribution logistics software in 1974, its first UNIX-based
version in 1984, and its first Oracle-based client/server version in
1991.  In 1993, the Company introduced System ESS(R), which was software
designed to meet the needs of multinational manufacturers, distributors,
and wholesalers. In May, 1999, the Company introduced a software suite
of open applications which provide full capabilities for managing and
executing the global fulfillment and customer service process.  In
February, 2002, the Company launched a retail value chain initiative to
market software including collaborative order management, fulfillment,
customer relationship management (CRM), distribution center and store
replenishment, supply chain analytics, visibility, and event management
capabilities.

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             Nine Months Ended
                              January 31,                    January 31,
                            2002        2001              2002         2001
                            ----        ----              ----         ----
Revenues:
  Licenses                  10.7%        13.2%             9.5%        19.7%
  Services and maintenance  85.0         82.0             86.1         77.0
  Other                      4.3          4.8              4.4          3.3
                          -------     -------          -------      -------
     Total revenues        100.0        100.0            100.0        100.0

Cost of revenues:
  Licenses                   1.0          1.2              0.6          1.4
  Services and maintenance  57.1         58.5             57.4         54.0
  Other                      1.6          0.7              1.6          0.8
                         -------       ------          -------      -------
     Total cost of revenue  59.7         60.4             59.6         56.2
                         -------       ------          -------      -------
     Gross profit           40.3         39.6             40.4         43.8
                         -------       ------          -------      -------
Operating expenses:
 Product development        17.5         24.3             18.2         22.6
 Sales and marketing        21.7         22.3             18.0         23.2
 General and administrative 13.8         14.1             13.1         13.0
 Amortization of goodwill and
   other intangible assets   1.3          2.4              1.3          2.2
                         -------      -------          -------      -------
     Total operating
     expenses               54.3         63.1             50.6         61.0
                         -------      -------          -------      -------
Loss from operations       (14.0)       (23.5)           (10.2)       (17.2)
                         -------      -------          -------      -------
Other income (expense):
  Interest income            0.5          2.3              1.1          2.5
  Interest expense          (0.0)        (0.0)            (0.0)        (0.0)
  Miscellaneous
   income (expense)          3.5         (6.4)             0.6         (1.8)
                         -------      -------          -------      -------
Loss before income taxes   (10.0)       (27.6)            (8.5)       (16.5)
Benefit for income taxes      --           --               --           --
                         -------      -------          -------      -------
Net loss                   (10.0)%      (27.6)%           (8.5)%      (16.5)%
                         =======      =======          =======      =======



REVENUES

The Company's revenues consist of software license revenues, service 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.
Maintenance and support revenue is deferred and recognized ratably over the
term of the agreement, generally one year. Service revenue is recognized as
the Company performs the services in accordance with the contract.  Other
revenues are primarily third-party hardware sales necessary to help certain
customers implement the Company's products. The Company derives substantially
all of its revenues from licenses of its software and related service and
maintenance.

Total revenues decreased 10.0% to $13.8 million in the three months ended
January 31, 2002, from $15.4 million in the three months ended January 31,
2001.  In the first nine months of fiscal 2002, total revenues decreased
16.1% to $42.7 million from $50.9 million in the first nine months of fiscal
2001.

    SOFTWARE LICENSE REVENUES.  Revenues from software licenses decreased
27.5% to $1.5 million in the three months ended January 31, 2002, from $2.0
million in the three months ended January 31, 2001. In the first nine months
of fiscal 2002, revenues from software licenses decreased 59.3% to $4.0
million from $10.0 million in the first nine months of fiscal 2001.
Management believes the decrease in software license revenue was due to
general market conditions.

    SERVICE AND MAINTENANCE REVENUES.  Revenues from service and maintenance
decreased 6.6% to $11.8 million in the three months ended January 31, 2002,
from $12.6 million in the three months ended January 31, 2001.  In the first
nine months of fiscal 2002, revenues from service and maintenance decreased
6.2% to $36.7 million from $39.2 million in the first nine months of fiscal
2001. Service and maintenance revenues as a percentage of total revenues
increased to 85.0% in the three months ended January 31, 2002, from 82.0% in
the three months ended January 31, 2001, and increased to 86.1% in the first
nine months of fiscal 2002 from 77.0% in the first nine months of fiscal
2001. The decrease in service and maintenance revenues in absolute dollars
and the increase in service and maintenance revenues as a percentage of total
revenues were both related to the decrease in software license revenues
during the first nine months of fiscal 2002 compared to the same period in
the prior fiscal year.  Increases and decreases in service and maintenance
revenues tend to track fluctuations in software license revenues in prior
periods; as software license revenues decrease, service revenue related to
implementation of licensed software and ongoing support also decrease but at
a slower rate.

    OTHER REVENUES.  Other revenues are primarily third-party hardware sales
to the Company's Scandinavian customer base.  Other revenues decreased 19.7%
to $593,000 in the three months ended January 31, 2002, from $738,000 in the
three months ended January 31, 2001. In the first nine months of fiscal 2002,
other revenues increased 10.6% to $1,868,000 from $1,689,000 in the first
nine months of fiscal 2001. Other revenues as a percentage of total revenues
decreased to 4.3% in the three months ended January 31, 2002, from 4.8% in
the three months ended January 31, 2001, and increased to 4.4% in the first
nine months of fiscal 2002 from 3.3% in the first nine months of fiscal 2001.
Other revenues vary over time as a percentage of total revenues due to the
size of specific hardware sales and to fluctuations in software license
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
without being embedded. In addition, cost of software license revenues may
include royalty fees paid to partners that are directly related to license
sales.  All of the foregoing are variable.  Cost of software license revenues
was $141,000 and $192,000 in the three months ended January 31, 2002, and
2001, representing 9.5% and 9.4% of software license revenues, respectively.
Cost of software license revenues was $277,000 and $688,000 in the first nine
months of fiscal 2002 and 2001, representing 6.8% and 6.9% of software
license revenues, respectively.

    COST OF SERVICE AND MAINTENANCE REVENUES.  Cost of service and
maintenance revenues consists primarily of personnel 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 service and maintenance revenues also includes
the cost of providing software maintenance to customers, such as personnel
for telephone hotline support.

    Cost of service and maintenance revenues was $7.9 million and $9.0
million in the three months ended January 31, 2002, and 2001, representing
67.1% and 71.4% of service and maintenance revenues, respectively. Cost of
service and maintenance revenues was $24.5 million and $27.5 million in the
first nine months of fiscal 2002 and fiscal 2001, representing 66.6% and
70.1% of service and maintenance revenues, respectively.  The decrease in the
cost of service and maintenance revenues was primarily due to a reduction in
the number and more effective utilization of employed consultants, a
reduction in the use of outside consultants, and a decrease in the amount of
service and maintenance performed.

    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 $223,000 and $113,000 in the three months ended January 31,
2002, and 2001, representing 37.6% and 15.3% of other revenues, respectively.
Cost of other revenues was $690,000 and $413,000 in the first nine months of
fiscal 2002 and fiscal 2001, representing 36.9% and 24.4% of other revenues,
respectively.

    PRODUCT DEVELOPMENT.  Product development expenses were $2.4 million and
$3.7 million in the three months ended January 31, 2002, and 2001,
representing 17.5 and 24.3% of total revenues, respectively. These same
expenses were $7.8 million and $11.5 million in the first nine months of
fiscal 2002 and 2001, representing 18.2% and 22.6% of total revenues,
respectively. The decrease in product development expenses was due to a
decrease in the number of product development personnel.

    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,
the Company has not capitalized any software development costs since such
costs have been immaterial.

    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 $3.0 million and $3.4
million in the three months ended January 31, 2002, and 2001, representing
21.7% and 22.3% of total revenues, respectively. These same expenses were
$7.7 million and $11.8 million in the first nine months of fiscal 2002 and
2001, representing 18.0% and 23.2% of total revenues, respectively.  The
decrease in sales and marketing expenses was primarily due to fewer sales
during the first nine months of fiscal 2002.

    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 $1.9 million and $2.1 million in the
three months ended January 31, 2002, and 2001, representing 13.8% and 14.1%
of total revenues, respectively. General and administrative expenses were
$5.6 million and $6.6 million in the first nine months of fiscal 2002 and
2001, representing 13.1% and 13.0% of total revenues, respectively. The
decrease in general and administrative expenses in absolute dollars was
attributable to a reduction in staff.

    AMORTIZATION OF GOODWILL AND OTHER INTANGIBLE ASSETS.   Amortization of
goodwill and other intangible assets relates to various acquisitions made by
the Company.  Goodwill and other intangible assets are amortized over a 5 to
10 year period.  In April, 2001, due to a decline in software sales specific
to the Abalon business acquired in December, 1998, changes in projected
growth in the software industry as a whole, as well as changes in interest
rate assumptions and general market conditions, management obtained a re-
evaluation of the fair value of remaining goodwill it acquired in the
acquisition of Abalon.   The Company determined that based on cash flow
projections and market conditions in April, 2001, future cash flows from the
Abalon business, both undiscounted and discounted, would be less than the
book value of the goodwill recorded on the Company's balance sheet.
Accordingly, the Company wrote down by $3,010,325 to $2,697,750 the remaining
goodwill relating to the Abalon acquisition.  Amortization of goodwill and
other intangible assets was $185,000 and $374,000 in the quarters ended
January 31, 2002, and 2001, representing 1.3% and 2.4% of total revenues,
respectively.  During the first nine months of fiscal 2002 and 2001, the same
expenses were $555,000 and $1,123,000, representing 1.3% and 2.2% of total
revenues, respectively.

OTHER INCOME (EXPENSE)

    Other income (expense) comprises interest income, interest expenses, and
miscellaneous income and expenses.  Interest income was $75,000 and $353,000
in the three months ended January 31, 2002, and 2001, respectively. Interest
income was $0.5 million and $1.3 million in the first nine months of fiscal
2002 and 2001, respectively.  The decreases were due to decreases in the
levels of short-term investments and cash held in interest-bearing accounts
compared to the amounts invested in the same periods in the prior year as a
result of the Company's net losses as well as lower interest rates.  Interest
expenses were $1,000 and $1,000 in the three months ended January 31, 2002,
and 2001, respectively. These same expenses were $2,000 and $12,000 in the
first nine months of fiscal 2002 and 2001, respectively. The decreases were
due to repayment of a small external credit facility.  The Company had
miscellaneous income of $486,000 and $276,000, for the three and nine month
periods ended January 31, 2002, respectively, compared to miscellaneous
expense of ($989,000) and ($892,000) during the same periods last year.  The
increase in miscellaneous income was due to a gain realized on an investment
during the third quarter of fiscal 2002 and a charge relating to the hedge
transaction referred to in footnote 2 which was recorded during the third
quarter of fiscal 2001.

LIQUIDITY AND CAPITAL RESOURCES

    As of January 31, 2002, the Company had $15.0 million of working capital,
including $18.8 million in cash and cash equivalents and $0 in short-term
investments, as compared to $16.5 million of working capital as of April 30,
2001, including $12.0 million of cash and cash equivalents and $12.9 million
in short-term investments. All of the Company's short-term investments
matured between April 30, 2001, and October 31, 2001, and the proceeds were
reinvested in a money market account. Accounts receivable, net of allowance
for doubtful accounts, decreased to $8.3 million at January 31, 2002, from
$11.0 million at April 30, 2001, and the average days' sales outstanding,
including contract receivables which are software license fees payable on
extended terms, was 67 days for the three months ended January 31, 2002,
compared to an average of 72 days for fiscal 2001. The allowance for doubtful
accounts of $1.1 million at January 31, 2002, remained at approximately the
same level as at April 30, 2001.

    During the third quarter of fiscal 2002, participants in the Company's
Restricted Stock Program let their obligations lapse with respect to 432,000
shares purchased pursuant to the program, and in accordance with the Non-
Recourse Promissory Notes and Security Agreements, those purchases
effectively terminated and the shares were cancelled.  Accordingly, the
Company's additional paid-in capital and notes receivable from stockholders
each decreased by $4.5 million at January 31, 2002.

    The Company believes that existing cash and cash equivalent balances and
potential cash flow from operations will satisfy the Company's working
capital and capital expenditure requirements for at least the next 12 months.

QUALITATIVE AND QUANTITATIVE DISCLOSURE ABOUT MARKET RISK

     Except as set forth in the following paragraph, 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 of
other purposes. As of January 31, 2002, the Company had no long-term or
short-term investments.

     During November, 2000, the Company entered into a hedge transaction with
a Bank to offset potential Swedish social security fee liability upon
exercise of stock options by employees living in Sweden.  The arrangement
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 the Company's
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 Company's
Common Stock.  As a result of the decline in the value of the Company Common
Stock, as of April 30, 2001, the Company recorded a non-operating charge of
$1.384 million relating to the put issued to the Bank which was adjusted to
$1.501 million at January 31, 2002. This charge 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.  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 will be
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.  It is anticipated that the hedge
transaction will be open for several years.  As part of that transaction, the
Company deposited $2.1 million with the Bank and recorded a non-current asset
in that amount.




                  PART II. - OTHER INFORMATION

ITEM 1.   Legal Proceedings.

During the three months ended January 31, 2002, the Company obtained an
arbitration award against a customer for money damages and dismissing the
customer's counterclaim for damages.


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

          a.  Exhibits

              None.

          b.  Reports on Form 8-K

              No reports have been filed on Form 8-K during the three months
              ended January 31, 2002.





                              SIGNATURES


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


                                  INDUSTRI-MATEMATIK INTERNATIONAL CORP.



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



                                  BY: s/ Karl Asp
                                      ---------------------------
                                      Karl Asp
                                      Principal Financial Officer


DATE: March 18, 2002