SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

                                Form 10-Q/A
			       Amendment No.2

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

For the quarterly period ended January 31, 1997

                                    OR

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

For the transition period from __________ to __________

Commission File No.  0-21359

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


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

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

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

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15 (d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period than the
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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, 1997:

Common Stock ($.01 par value)                      15,556,058 shares
Class B Common Stock ($.01 par value)              12,088,200 shares


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<TABLE>

                      PART I. - FINANCIAL INFORMATION

                  INDUSTRI-MATEMATIK INTERNATIONAL CORP.
                             AND SUBSIDIARIES

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

<CAPTION>
                                             01/31/97         4/30/96   
                                            -----------     -----------
<S>                                          <C>            <C>
ASSETS
Current assets:                                   
    Cash and cash equivalents                $18,302        $   558
    Accounts receivable, less allowance       
      for doubtful accounts of $206
      and $321 at January 31, 1997 and
      April 30, 1996, respectively            14,290         13,067
    Accrued receivables                        1,457          1,190
    Prepaid expenses                           1,553          1,160
    Net assets of discontinued operations          0          1,111
    Income taxes receivable                       25             48
    Other current assets                       3,124            169
                                             --------       --------
  Total current assets                        38,751         17,303

Non-current assets:
Property and equipment, net                    2,504          1,873
Deferred income taxes                          2,334          1,988
Other non-current assets                         249            160
                                             --------       --------
  Total non-current assets                     5,087          4,021
                                             --------       --------
Total Assets                                 $43,838        $21,324
                                             ========       ========

</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND SHAREHOLDERS EQUITY

<S>                                          <C>            <C>
Current Liabilities:
    Short term borrowings                    $     0        $ 7,424
    Current portion of capital
     lease obligations                           395            251
    Accounts payable                           1,403          1,464
    Accrued expenses and other
     current liabilities                       3,284          3,777
    Accrued payroll and employee benefits      2,810          3,365
    Deferred revenue                           2,825          2,386
                                             --------       --------
  Total current liabilities                   10,717         18,667
                                             --------       --------
Long-term liabilities:
    Capital lease obligations                    756            624
    Accrued pensions liability                 1,734          1,482
    Deferred income taxes                          9             49
                                             --------       --------
Total long-term liabilities                    2,499          2,155
                                             --------       --------
  Total liabilities                          $13,216        $20,882
                                             ========       ========
Shareholders' equity:
    Convertible Preferred Stock;
     $.01 par value; 15,000,000
     shares authorized; 0
     and 14,630,250 shares issued and
     outstanding at January 31, 1997,
     and April 30, 1996, respectively        $     0        $   146
    Common Stock; voting, $.01 par
     value; 62,500,000 and 35,000,000 
     shares authorized at January 31,
     1997, and April 30, 1996, respec-
     tively; 15,556,058 and 9,480,003 
     shares issued and outstanding at
     at January 31, 1997, and
     April 30, 1996, respectively                156             94
    Class B Common Stock; non-voting, 
     $.01 par value; 12,500,000 shares
     authorized; 12,088,200 and 384,000
     shares issued and outstanding at
     January 31, 1997, and April 30,
     1996, respectively                          121              4
    Additional paid-in capital                43,331         15,323
    Accumulated deficit                       (8,075)       (10,870)
    Cumulative translation adjustment         (2,385)        (1,569)
    Note receivable from stockholders         (2,526)        (2,626)
                                             --------       --------
       Total shareholders' equity             30,622            502
                                             --------       --------  
Total Liabilities and Shareholders' equity   $43,838        $21,324
                                             ========       ========

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

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

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


<CAPTION>
                                                THREE MONTHS ENDED
                                          01/31/97           01/31/96
                                        _____________   ______________
<S>                                          <C>            <C>
Revenues                                   
    Licenses                                 $ 7,501        $ 6,258
    Service and maintenance                    7,781          6,149
    Other                                        329            396
                                             --------       --------
      Total revenues                          15,611         12,803
                                             --------       --------
Cost of revenues:
    Licenses                                     294            629
    Service and maintenance                    5,691          4,029
    Other                                        245            220
                                             --------       --------
      Total cost of revenues                   6,230          4,878
                                             --------       --------
Gross profit                                   9,381          7,925
                                             --------       --------
Operating expenses:
    Product development                        2,420          1,716
    Sales and marketing                        4,162          2,508
    General and administrative                 1,108            886
                                             --------       --------
      Total operating expenses                 7,690          5,110
                                             --------       --------
Income (loss) from operations                  1,691          2,815

Other income (expense):                       
    Interest income                              223              5
    Interest expense                               0           (188)
    Miscellaneous expense                        167           (259)
                                             --------       --------
Income (loss) from continuing operations
    before income taxes                        2,081          2,373
Benefit for income taxes                        (120)            62
                                             --------       --------
Income (loss) from continuing operations       2,201          2,311
Income (loss) from discontinued operations       152            189
Gain on sale of discontinued operations
(net of income tax of $372)                      955              0
                                             --------       --------

Net income (loss)                            $ 3,308        $ 2,500
                                             ========       ========

Earnings per share                           $  0.12
                                             ========
Weighted average number of
 shares outstanding                       28,442,889                   
                                          ===========
The accompanying notes are an integral part of the condensed consolidated
financial statements.
</TABLE>
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<TABLE>
                  INDUSTRI-MATEMATIK INTERNATIONAL CORP. 
                             AND SUBSIDIARIES


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



<CAPTION>
                                               NINE MONTHS ENDED
                                          01/31/97           01/31/96
                                      __________________ __________________
<S>                                          <C>             <C>
Revenues                                   
    Licenses                                 $14,633        $ 7,991
    Service and maintenance                   22,435         16,191
    Other                                      1,264          1,158
                                             --------       --------
      Total revenues                          38,332         25,340
                                             --------       --------
Cost of revenues:
    Licenses                                   1,047            784
    Service and maintenance                   16,510         11,516
    Other                                        745            793
                                             --------       --------
      Total cost of revenues                  18,302         13,093
                                             --------       --------
Gross profit                                  20,030         12,247
                                             --------       --------
Operating expenses:
    Product development                        7,000          4,641
    Sales and marketing                        9,537          5,522
    General and administrative                 3,178          2,621
                                             --------       --------
      Total operating expenses                19,715         12,784 
                                             --------       --------
Income (loss) from operations                    315           (537)

Other income (expense):                       
    Interest income                              324              9
    Interest expense                            (230)          (573)
    Miscellaneous expense                          0            (17)
                                             --------        -------
Income (loss) from continuing operations
    before income taxes                          409         (1,118)
Benefit for income taxes                        (912)          (803)
                                             --------        -------
Income (loss) from continuing operations       1,321           (315)
Income from discontinued operations              519            245
Gain on sale of discontinued operations
(net of income tax of $372)                      955              0
                                             --------        -------
Net income (loss)                            $ 2,795        $   (70)
                                             ========       ========

Earnings per share                           $  0.10
                                             ========
Weighted average number of
 shares outstanding                       26,678,699
                                          ===========
The accompanying notes are an integral part of the condensed consolidated
financial statements.

</TABLE>
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<TABLE>

                  INDUSTRI-MATEMATIK INTERNATIONAL CORP. 
                             AND SUBSIDIARIES

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

<CAPTION>
                                                NINE MONTHS ENDED
                                              01/31/97       01/31/96  
                                            -----------     -----------
<S>                                          <C>            <C>
Cash flows from operating activities:          
Net profit (loss)                            $ 2,795        $   (70)
                                             --------       --------
Adjustments to reconcile net profit
 (loss) to net cash provided by operat-
 ing activities:
    Depreciation and amortization                714            542
    Provision for doubtful accounts             (111)            68
    Deferred income taxes                       (528)          (253)
    (Gain) loss on disposal of plant
      Property and equipment                      (2)             0
    (Gain) loss on disposal of other shares      (97)             0
    (Gain) loss on disposal of discontinued
      operations                              (1,327)             0
    Write-down on plant and equipment              3              0 
    Changes in operating assets
     and liabilities:
      Accounts receivable                       (923)         1,424
      Accrued receivables and
        prepaid expenses                        (738)           344
      Income taxes                                22           (172)
      Other assets                              (714)           (76)
      Accounts payable                           388           (607)
      Accrued expenses and other
        current liabilities                     (948)          (110)
      Accrued payroll, employee benefits
        and deferred revenue                    (105)           351
      Accrued pensions liability                 355             44
                                             --------       --------
      Net cash provided by continuing
        operations                            (1,216)         1,485
      Net assets of discontinued
        operations                              (417)          (238)
                                             -------        --------
        Net cash provided by operating
        activities                            (1,633)         1,247
                                             --------       -------- 
Cash flows from investing activities:
      Additions to property and equipment       (932)          (324)
      Proceeds from sale of property
      and equipment                                7              7
      Proceeds from sale of other equity         138              0
                                             --------       --------
          Net cash flows used in investing
            activities                          (787)          (317)
                                             --------       --------
          
Cash flows from financing activities:
      Net borrowings (payments) under
        lines of credit                       (7,764)         4,929
      (Payments) on short-term borrowings        (97)        (5,790)
      Principal payments on capital
        lease obligations                       (302)          (146)
      Issuance of shares                      28,140          1,225
      Other                                      250           (189)
                                             --------        -------
      Net cash flows used in financing
      activities                              20,227             29
                                             --------        -------

Translation differences on cash and
 cash equivalents                                (63)             6
                                             --------        -------

Net increase (decrease) in cash and
 cash equivalents                            $17,744        $   965
                                             ========       ========

Cash and cash equivalents at beginning
 of period                                   $   558        $   160
Cash and cash equivalents at end             --------       --------
 of period                                   $18,302        $ 1,125
                                             --------       --------
Supplemental disclosures of cash flow
 information:
Cash paid during the period for:
      Interest                               $   346        $   616
                                             -------        --------
      Income taxes                           $    13        $     3
                                             -------        --------

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


</TABLE>

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<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 con-
tain all of the information and footnotes required by generally accepted
accounting principles for complete financial statements.  In the opinion of
management, the accompanying condensed consolidated financial statements
reflect all adjustments (consisting of normal recurring adjustments) con-
sidered necessary for a fair presentation of the Company's financial condi-
tion at April 30, 1996 (audited), and January 31, 1997 (unaudited), and the
results of operations and cash flows for the nine months ended January 31,
1996, and 1997.  These financial statements should be read in conjunction
with the audited consolidated financial statements of the Company as pre-
sented in the registration statement for the Company's initial public
offering dated September 25, 1996.  Results of operations and cash flows
for the period ended January 31, 1997, are not necessarily representative
of the results that may be expected for the fiscal year ending April 30,
1997, or any other future period.

2.   Net Income per Share

     For the three and nine months ended January 31, 1997, net income per
share was based on the weighted average number of common stock and common
stock equivalents outstanding during the period.  Common stock equivalents
are calculated using the treasury stock method and represent shares issu-
able upon the exercise of outstanding stock options.  Historical net income
(loss) per share data has not been presented as such information is not
considered to be relevant or meaningful.

3.   Other Current Assets

<TABLE>
<CAPTION>

                                      January 31, 1997    April 30, 1996
                                         (unaudited)
                                                (in thousands)
<S>                                     <C>                 <C>

Receivable from TurnIt AB               $2,929              $    0
Other                                      195                 169
                                        ------              ------
                                        $3,124              $  169
                                        ======              ======
</TABLE>




4.   Accrued Expenses and Other Current Liabilities

<TABLE>
<CAPTION>

                                      January 31, 1997    April 30, 1996
                                        (unaudited) 
                                              (in thousands)
<S>                                     <C>                 <C>

Accrued purchases                       $1,411              $1,731
Accrued royalty                          1,323               1,372
Accrual for loss contract                    0                 237
Accruals for contract expenses              96                 153
Value-added tax                              7                 131
Other                                      447                 153
                                        ------              ------
                                        $3,284              $3,777
                                        ======              ======

</TABLE>


     The accrual for loss contract relates to a reserve for obsolete
software that was part of an operating lease contract for computer hard-
ware.  The amount accrued represents the software portion of the future
minimum lease payments based on the fair value of the software in relation
to the fair value of both the hardware and software provided under the
total lease contract.  Accruals for contract expenses are primarily license
fees to third parties for software included in the sale of System ESS.

5.   Accrued Payroll and Employee Benefits

<TABLE>
<CAPTION>



                                      January 31, 1997    April 30, 1996
                                         (unaudited) 
                                               (in thousands)

<S>                                     <C>                 <C>

Accrued commissions                     $  638              $  776
Accrued payroll taxes                      594                 960
Accrual vacation pay                       664                 750
Accrued salaries and bonus                 914                 879
                                        ------              ------
                                        $2,810              $3,365
                                        ======              ======

</TABLE>


6.  Income Taxes

     For the three and nine month periods ended January 31, 1997, and   
the three month period ended January 31, 1996, a reduction of the deferred
tax asset was partially utilized to offset tax expenses incurred during the
period.  For the nine month period ended January 31, 1996, a deferred tax
asset was recognized relating to the Company's net loss for the period.  At
January 31, 1997, the Company had approximately $4.3 million of gross
deferred tax assets comprised primarily of net operating loss carryforwards
in Sweden.  During the three and nine month periods ended January 31, 1996,
and 1997, the Company reduced its valuation allowance relating to its net
operating loss carryforwards based upon positive evidence indicating an
increased likelihood of the utilization of such net operating loss carry-
forwards in offsetting future tax expense.  Estimated future earnings
necessary to fully realize the net deferred tax asset are $8.3 million. 
Such earnings are forecasted to be realized within approximately three
years.  There can be no assurance that future earnings, if any, will meet
currently forecasted levels, however it is management's opinion that the
realization of such earnings in the future is more likely than not.

7.  Stock Options

     Under the Industri-Matematik International Corp. Stock Option Plan,
205,000 options were granted during the nine months ended January 31, 1997,
85,000 of which were issued, cancelled, and reissued in the same period. 
All options were issued or reissued at an exercise price of $9.00 per share
of Common Stock, which was equal to the estimated fair market value at the
date of grant.

8.  Stockholder's Equity

     On October 1, 1996, the Company completed an initial public offering
of 3,200,000 shares of Common Stock at an offering price of $10.00 per
share.  The net proceeds, after underwriting discounts and offering
expenses payable by the Company, were approximately $28.5 million.  A
portion of the proceeds were used to pay off short-term borrowings.  Upon
the completion of the Company's initial public offering, in accordance with
the Restated Certificate of Incorporation of the Company then in effect,
all of the Company's Convertible Preferred Stock outstanding as of that
date was converted to Common Stock (20%) and Class B Common Stock (80%).

9.  Discontinued Operations

     On January 20, 1997, the Company sold its stock representing 55%
ownership of Paragon AB to TurnIt AB for $2.9 million in cash.  Paragon AB
operated in two segments constituting the production and sale of
microprocessor compilers and consultancy services for relational data base
management systems.  The Company recorded a gain of $1.0 million after tax
on the sale.


<PAGE>


                              SIGNATURES


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


                                  INDUSTRI-MATEMATIK INTERNATIONAL CORP.



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



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


DATE:  May 6, 1997