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, 2001

                                     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, 2001:

Common Stock ($.01 par value)                    32,274,279 shares


<PAGE>

<TABLE>
                      PART I. - FINANCIAL INFORMATION

                  INDUSTRI-MATEMATIK INTERNATIONAL CORP.
                             AND SUBSIDIARIES

                   CONDENSED CONSOLIDATED BALANCE SHEET

                 (in thousands, except share and per share data)

<CAPTION>
                                              01/31/01       04/30/00
                                            -----------     -----------
                                            (Unaudited)
<S>                                         <C>             <C>
ASSETS
Current assets:
    Cash and cash equivalents               $  11,328       $ 12,036
    Short-term investments                     17,191         19,821
    Accounts receivable, less allowance
      for doubtful accounts of $2,458
      and $2,486 at January 31, 2001, and
      April 30, 2000, respectively             10,255         20,176
    Contract receivables                        1,882          1,089
    Prepaid expenses                            2,204          2,727
    Income taxes receivable                       201            646
    Other current assets                          495            698
                                               ------         ------
          Total current assets                 43,556         57,193
                                               ------         ------
Non-current assets:
     Property and equipment, net                6,555          6,595
     Deferred income taxes                     15,074         15,520
     Goodwill and other intangible assets       7,177          8,359
     Long-term cash deposit                     2,136              -
     Other non-current assets                   1,402          1,265
                                               ------         ------
          Total non-current assets             32,344         31,739
                                               ------         ------
     Total assets                            $ 75,900       $ 88,932
                                              =======        =======
</TABLE>

<PAGE>


<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                         <C>             <C>
Current Liabilities:
     Current portion of notes payable         $    -        $   303
     Accounts payable                          1,285          2,031
     Accrued expenses and other
       current liabilities                     5,505          7,978
     Accrued payroll and employee benefits     4,635          5,702
     Deferred revenue                          7,720          8,529
                                              ------         ------
          Total current liabilities           19,145         24,543
                                              ------         ------
Long-term liabilities:
     Notes payable                                 -              -
     Accrued pension liability                 3,085          2,930
     Total long-term liabilities               3,085          2,930
                                              ------         ------
           Total liabilities                  22,230         27,473
                                              ------         ------
Stockholders' equity:
     Common Stock; voting, $.01 par value;
     62,500,000 shares authorized;
     32,274,279 and 31,839,229 shares
     issued and outstanding at
     January 31, 2001 and April 30,
     2000, respectively                          323            318
    Additional paid-in capital               125,206        124,310
    Accumulated deficit                      (61,155)       (52,771)
    Accumulated other comprehensive loss      (4,822)        (4,476)
    Notes receivable from stockholders        (5,882)        (5,922)
                                             -------        -------
       Total stockholders' equity             53,670         61,459
                                             -------        -------
Total liabilities and stockholders' equity  $ 75,900       $ 88,932
                                             =======        =======


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

</TABLE>
<PAGE>

<TABLE>
                        INDUSTRI-MATEMATIK INTERNATIONAL CORP.
                                 AND SUBSIDIARIES

              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                (UNAUDITED)
                 (in thousands, except per share data)
<CAPTION>
                                                THREE MONTHS ENDED
                                            01/31/01           01/31/00
                                       ---------------   ----------------
<S>                                         <C>             <C>
Revenues:
    Licenses                                $  2,039          $  4,344
    Services and maintenance                  12,613            14,109
    Other                                        738               426
                                             -------           -------
      Total revenues                          15,390            18,879
                                             -------           -------
Cost of revenues:
    Licenses                                     192               877
    Services and maintenance                   8,999            12,175
    Other                                        113               106
                                             -------           -------
      Total cost of revenues                   9,304            13,158
                                             -------           -------
      Gross profit                             6,086             5,721
                                             -------           -------
Operating expenses:
    Product development                        3,741             4,656
    Sales and marketing                        3,424             4,969
    General and administrative                 2,164             2,317
    Amortization of goodwill and
        other intangible assets                  374               346
                                             -------           -------
      Total operating expenses                 9,703            12,288
                                             -------           -------
Loss from operations                          (3,617)           (6,567)
                                             -------           -------
Other income (expense):
    Interest income                              353               651
    Interest expense                              (1)              (14)
    Miscellaneous income, net                   (989)               37
                                             -------           -------
Loss before income taxes                      (4,254)           (5,893)
Benefit for income taxes                          --                --
                                             -------           -------

Net loss                                      (4,254)           (5,893)
                                             =======           =======

Net loss per share                           $ (0.13)          $ (0.19)
                                             -------           -------
Net loss per share
  - assuming dilution                        $ (0.13)          $ (0.19)
                                             =======           =======


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

</TABLE>

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

              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                (UNAUDITED)
                 (in thousands, except per share data)
<CAPTION>
                                                NINE MONTHS ENDED
                                           01/31/01           01/31/00
                                       ---------------   ----------------
<S>                                         <C>             <C>
Revenues:
    Licenses                                $ 10,007          $  7,008
    Services and maintenance                  39,174            45,785
    Other                                      1,689             1,050
                                             -------           -------
      Total revenues                          50,870            53,843
                                             -------           -------
Cost of revenues:
    Licenses                                     688             1,407
    Services and maintenance                  27,466            37,051
    Other                                        413               265
                                             -------           -------
      Total cost of revenues                  28,567            38,723
                                             -------           -------
      Gross profit                            22,303            15,120
                                             -------           -------
Operating expenses:
    Product development                       11,504            13,594
    Sales and marketing                       11,817            15,485
    General and administrative                 6,610             6,827
    Amortization of goodwill and
        other intangible assets                1,123             1,038
                                             -------           -------
      Total operating expenses                31,054            36,944
                                             -------           -------
Loss from operations                          (8,751)          (21,824)
                                             -------           -------
Other income (expense):
    Interest income                            1,271             1,851
    Interest expense                             (12)              (55)
    Miscellaneous income (expense), net         (892)              (62)
                                             -------           -------
Loss before income taxes                      (8,384)          (20,090)
Benefit for income taxes                          --                --
                                             -------           -------

Net loss                                      (8,384)          (20,090)
                                             =======           =======

Net loss per share                           $ (0.26)          $ (0.64)
                                             -------           -------
Net loss per share
  - assuming dilution                        $ (0.26)          $ (0.64)
                                             =======           =======


The accompanying notes are an integral part of the condensed consolidated
financial statements.
</TABLE>
<PAGE>


<TABLE>

                  INDUSTRI-MATEMATIK INTERNATIONAL CORP.
                             AND SUBSIDIARIES

              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (UNAUDITED)
                              (in thousands)
<CAPTION>
                                                  NINE MONTHS ENDED
                                              01/31/01         01/31/00
                                            -----------      -----------
<S>                                         <C>             <C>
Cash flows from operating activities:
Net loss                                       $(8,384)        $(20,090)

Adjustments to reconcile net loss
to net cash used in operating activities:
    Depreciation and amortization                3,247            3,937
    Hedge transaction valuation charge             945               --
    Provision for doubtful accounts                 (5)           2,822
    Deferred income taxes                           --               --
    Accrued interest on short-term
      investments                                   --                6
    Gain on disposal of other shares                --               (6)
    Gain on disposal of property and equipment     (12)              74
    Changes in operating assets and liabilities:
        Accounts receivable                      9,613            9,180
        Contract receivables and
          prepaid expenses                        (262)            (682)
        Income taxes receivable                    419             (345)
        Long-term cash deposit                  (2,136)              --
        Other assets                               290             (194)
        Accounts payable                          (674)          (1,147)
        Accrued expenses and other
          current liabilities                   (3,262)          (3,881)
        Accrued payroll, employee benefits
          and deferred revenue                  (1,575)            (167)
        Accrued pension liability                  390              546
                                             ---------        ---------

Net cash used in operating activities           (1,406)          (9,947)
                                             =========        =========

Cash flows from investing activities:
      Purchase of short-term investments      (100,381)        (108,870)
      Proceeds from sale of short-term
        investments                            103,012          108,948
      Additions to property and equipment       (2,433)          (3,364)
      Payment for Ceratina                          --             (275)
      Proceeds from sale of property
        and equipment                               14               68
      Proceeds from sale of other shares            --                6
      Collection of notes receivable                40              336
                                             ---------        ---------
Net cash flows provided by (used in)
  investing activities                             252           (3,151)
                                             =========        =========
Cash flows from financing activities:
      Payments on notes payable                   (303)            (396)
      Principal payments on capital
       lease obligations                            --              (59)
      Issuance of Common Stock                     901              433
      Other                                         81              597
                                             ---------        ---------
Net cash flows provided
  by(used in)financing activities                  679              575
                                             =========        =========

Translation differences on cash and
 cash equivalents                                 (233)            (274)
                                             ---------        ---------
Net increase (decrease)in cash and cash
 equivalents                                   $  (708)        $(12,797)
                                             =========        =========

Cash and cash equivalents at beginning
 of period                                     $12,036          $29,065
Cash and cash equivalents at end             ---------        ---------
 of period                                     $11,328          $16,268
                                             ---------        ---------

Supplemental disclosures of cash flow information:
Cash paid during the period for:
      Interest                                   $  11            $  52
      Income taxes                               $ 415           $1,016

The accompanying notes are an integral part of the condensed consolidated
financial statements.
</TABLE>

<PAGE>

                  INDUSTRI-MATEMATIK INTERNATIONAL CORP.
                             AND SUBSIDIARIES

           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                (UNAUDITED)




1.  Interim Financial Statements

    The unaudited condensed consolidated financial statements included
herein of Industri-Matematik International Corp. and its subsidiaries
(collectively, "Company") have been prepared by the 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, 2001, and the results of operations for the
three and nine months and cash flows for the nine months ended January 31,
2001, and 2000.  These financial statements, which include a condensed
consolidated balance sheet as of April 30, 2000 (audited), should be read in
conjunction with the audited consolidated financial statements of the Company
as presented in the Company's Annual Report on Form 10-K for the fiscal year
ended April 30, 2000.  Results of operations and cash flows for the periods
ended January 31, 2001, are not necessarily representative of the results that
may be expected for the fiscal year ending April 30, 2001, or any other future
period.

2.  Comprehensive Loss

    Total comprehensive loss was $(3,463,000) and $(6,753,000) for the
three months ended January 31, 2001, and 2000, respectively.  Total
comprehensive loss was $(8,731,000) and $(20,395,000) for the nine months
ended January 31, 2001, and 2000, respectively.  Total comprehensive loss
includes net loss and currency translation adjustments.

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, 2001, and 2000, 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:

<TABLE>
<CAPTION>

                          Three months ended            Nine months ended
                             January  31,                  January 31,
                        -----------------------     -----------------------
                           2001          2000          2001          2000
                        ---------     ---------     ---------     ---------
<S>                     <C>          <C>
Weighted average
shares outstanding     32,065,149    31,635,732    31,997,747    31,591,500
Effect of dilutive
stock options                   -             -             -             -
                        ---------     ---------     ---------     ---------
Adjusted weighted
average shares
outstanding assuming
dilution               32,065,149    31,635,732    31,997,747    31,591,500
                       ==========    ==========    ==========    ==========
</TABLE>

4.  Accrued Expenses and Other Current Liabilities

<TABLE>
<CAPTION>
                              January 31, 2001       April 30, 2000
                              ----------------     ------------------
                                (unaudited)
                                        (in thousands)
<S>                             <C>                     <C>
Accrued purchases                 $1,466               $2,775
Project reserves                     256                1,229
Accrued consultancy                1,017                1,334
Accrued restructuring costs          125                  257
Accrued pension taxes                347                  593
Restructuring cost Abalon             61                   61
Value-added tax                      122                  259
Employee withholding taxes           561                  622
Additional consideration              --                  241
Hedge transaction valuation charge   945                   --
Other                                605                  607
                                  ------               ------
                                  $5,505               $7,978
                                  ======               ======
</TABLE>

Project reserves consist of charges to be incurred bringing projects to
implementation, some of which will not be billed and some of which will be
billed at a discount.


5.  Accrued Payroll and Employee Benefits

<TABLE>
<CAPTION>
                            January 31, 2001      April 30, 2000
                            ----------------      --------------
                                 (unaudited)
                                        (in thousands)
<S>                              <C>                 <C>
Accrued commissions               $  110               $  563
Accrued payroll taxes                949                1,212
Accrued vacation pay               1,358                1,733
Accrued salaries and bonus         1,270                1,364
Accrued pension expenses             796                  599
Other                                152                  231
                                  ------               ------
                                  $4,635               $5,702
                                  ======               ======
</TABLE>

6. Income Taxes

    Due to its continued negative operating results, the Company did not
record a benefit for income taxes for the three or nine month periods ending
January 31, 2001, and January 31, 2000. At January 31, 2001, the Company's
deferred tax asset amounted to $29,031,000 and related primarily to net
operating loss carry-forwards incurred in the United States and Sweden.
Net operating loss carry-forwards may be used to offset future income for
up to 15 years in the United States and indefinitely in Sweden.  In light
of the fact that future operating results will depend on numerous factors,
including acceptance of the Company's products, management determined that
$13,958,000 was an adequate valuation allowance against the deferred
tax asset recorded at January 31, 2001.  The Company will continue to
measure the deferred tax asset against future performance and the related
carry-forward period and may decide to increase or decrease this valuation
allowance in the future.


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 facilities 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 consider segmented balance
sheet information material. 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,
                            2001         2000          2001         2000
                          --------     --------      --------     --------
                              (in thousands)              (in thousands)
Revenues:
     United States        $  5,896     $  5,842      $ 22,266     $ 18,124
     Sweden                  7,246        7,470        19,468       24,184
     United Kingdom          1,472        1,205         4,565        4,417
     Netherlands               972        3,641         5,184        4,884
     Germany                    --          168            --          310
     France                     --           --            --           --
     Australia                 244          416           883        1,601
     Finland                   125           --           216           --
     Intercompany             (886)          --        (2,197)          --
     Corporate                 321          137           485          323
                          --------     --------      --------     --------
                          $ 15,390     $ 18,879      $ 50,870     $ 53,843
                          ========     ========      ========     ========

Income (loss) from operations:
     United States        $  1,550     $   (210)     $  8,090     $ (1,042)
     Sweden                    902          200            52        2,614
     United Kingdom           (117)        (650)         (200)        (946)
     Netherlands              (141)       2,020         1,778        1,196
     Germany                    --           28            --         (553)
     France                     --           --             3          (57)
     Australia                (100)           7          (263)         388
     Canada                     (1)          (1)           (3)         (23)
     Finland                    63           --            28           --
     Intercompany             (365)         (33)       (1,237)         (98)
     Corporate              (5,408)      (7,928)      (16,999)     (23,303)
                           --------    --------      --------     --------
                          $ (3,617)    $ (6,567)     $ (8,751)    $(21,824)
                          ========     ========      ========     ========
<PAGE>


8. Restructuring

During the fourth quarter of fiscal 1999, the Company incurred a $3,522,000
restructuring charge in connection with a cost realignment plan.  The
following table presents the restructuring activity through January 31,
2001:

<TABLE>
<CAPTION>
                                      Accrual                                Accrual
                                       as of      Utilization                 as of
                                      April 30,       of        Currency    January 31,
                                        2000        accrual       effect        2001
                                    ----------    ----------    ----------    ---------
-
<S>                                   <C>          <C>           <C>           <C>
Severance benefits                $     247     $    (117)    $      (5)    $     125
Lease obligations and terminations        4            (4)           --             0
Other                                     6            (6)           --             0
                                  ----------    ----------    ----------    ----------
Total                             $     257     $    (127)    $      (5)    $     125
                                  ==========    ==========    ==========    ==========
</TABLE>

In connection with the Company's acquisition of Abalon in fiscal 1999,
additional purchase liabilities of $549,000 were recorded for severance
and related costs and $433,000 for costs associated with the shut down and
consolidation of certain acquired facilities.  As of January 31, 2001, the
remaining liabilities for these costs were $43,000 and $18,000, respectively.
The Company expects to complete the integration during the current fiscal
year.



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, 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, 2000, 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

   Industri-Matematik International Corp. and its subsidiaries develop,
market, and support client/server application software that enables
manufacturers, distributors, and wholesalers to more effectively manage the
supply chain. 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 designed to meet the
needs of multinational manufacturers, distributors, and wholesalers. In
May, 1999, the Company introduced VIVALDI(TM), a suite of open applications
which provide full capabilities for managing and executing the global
fulfillment and customer service process.  VIVALDI includes System ESS
components, Customer Relationship Management Software, Open Warehouse, and
other components. During fiscal year 2000, the Company began marketing
eCRM/eFulfillment, a pre-integrated configuration of VIVALDI components for
web-based businesses, and during fiscal 2001, the Company introduced VIVALDI
Net Series (TM) and VIVALDI Portal (TM), which facilitate collaboration among
suppliers, manufacturers, and customers via the Internet, and VIVALDI Store
Replenishment (TM), which helps companies minimize inventory and operating
expenses.

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.
<TABLE>
<CAPTION>
                           Three Months Ended       	     Nine Months Ended
                              January 31,                      January 31,
                            2001        2000                2001         2000
<S>                         <C>         <C>                 <C>          <C>
Revenues:
  Licenses                  13.2         23.0               19.7         13.0
  Services and maintenance  82.0         74.7               77.0         85.0
  Other                      4.8          2.3                3.3          2.0
                          -------     -------            -------      -------
     Total revenues        100.0        100.0              100.0        100.0

Cost of revenues:
  Licenses                   1.2          4.6                1.4          2.6
  Services and maintenance  58.5         64.5               54.0         68.8
  Other                      0.7          0.6                0.8          0.5
                         -------       ------            -------      -------
     Total cost of revenue  60.4         69.7               56.2         71.9
                         -------       ------            -------      -------
     Gross profit           39.6         30.3               43.8         28.1
                         -------       ------            -------      -------

Operating expenses:
 Product development        24.3         24.7               22.6         25.2
 Sales and marketing        22.2         26.3               23.2         28.8
 General and administrative 14.1         12.3               13.0         12.7
 Amortization of goodwill and
   other intangible assets   2.4          1.8                2.2          1.9
                         -------      -------            -------      -------
     Total operating
     expenses               63.0         65.1               61.0         68.6
                         -------      -------            -------      -------
Loss from operations       (23.4)       (34.8)             (17.2)       (40.5)
                         -------      -------            -------      -------
Other income (expense):
  Interest income            2.3          3.5                2.5          3.4
  Interest expense          (0.0)        (0.1)              (0.0)        (0.1)
  Miscellaneous
   income (expense)         (6.4)        (0.2)              (1.8)        (0.1)
                         -------      -------            -------      -------
Loss before income taxes   (27.6)       (31.6)             (16.5)       (37.3)
Benefit for income taxes      --           --                 --           --
                         -------       -------            -------     -------
Net loss                   (27.6)       (31.6)             (16.5)       (37.3)
                         =======      =======            =======      =======
</TABLE>

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 a license exists and delivery has
occurred, the fee is fixed and determinable, collectibility is probable, and
the license is not conditioned upon 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 a
professional services agreement. Other revenues are primarily third-party
hardware sales necessary to help certain customers implement the Company's
products.

Total revenues decreased 18.5% to $15.4 million in the three months ended
January 31, 2001, from $18.9 million in the three months ended January 31,
2000.  In the first nine months of fiscal 2001, total revenues decreased 5.5%
to $50.9 million from $53.8 million in the first nine months of fiscal 2000.
The Company currently derives substantially all of its revenues from
software licenses and related service and maintenance.

    SOFTWARE LICENSE REVENUES.  Revenues from software licenses decreased
53.1% to $2,0 million in the three months ended January 31, 2001, from $4.3
million in the three months ended January 31, 2000. In the first nine months
of fiscal 2001, revenues from software licenses increased 42.8% to $10.0
million from $7.0 million in the first nine months of fiscal 2000.  The
decrease in software license revenues during the three months ended January
31, 2001, was due primarily to a lengthening of its sales cycle.

    SERVICE AND MAINTENANCE REVENUES.  Revenues from service and
maintenance decreased 10.6% to $12.6 million in the three months ended
January 31, 2001, from $14.1 million in the three months ended January 31,
2000.  In the first nine months of fiscal 2001, revenues from service and
maintenance decreased 14.4% to $39.2 million from $45.8 million in the first
nine months of fiscal 2000.  The decrease in service and maintenance revenues
was related primarily to the decrease in software licenses sold during fiscal
2000 and 1999.  Increases and decreases in the absolute dollar amount of
service and maintenance revenues tend to track fluctuations in software
license revenues in prior periods.  Service and maintenance revenues as a
percentage of total revenues increased to 82.0% in the three months ended
January 31, 2001, from 74.7% in the three months ended January 31, 2000, and
decreased to 77.0% in the first nine months of fiscal 2001 from 85.0% in the
first nine months of fiscal 2000.  The increase in service and maintenance
revenues as a percentage of total revenues during the three months ended
January 31, 2001, was the result of the decline in software license revenues
during that period.  The decrease in service and maintenance revenues as a
percentage of total revenues during the nine months ended January 31, 2001,
was related to the increase in software license revenues during the first half
of fiscal 2001 compared to the same period in the prior fiscal year.

    OTHER REVENUES.  Other revenues are primarily third-party hardware
sales to the Company's Scandinavian customer base.  Other revenues
increased 73.2% to $738,000 in the three months ended January 31, 2001, from
$426,000 in the three months ended January 31, 2000. In the first nine months
of fiscal 2001, other revenues increased 60.9% to $1,689,000 from $1,050,000
in the first nine months of fiscal 2000. Other revenues as a percentage
of total revenues increased to 4.8% in the three months ended January 31,
2001, from 2.3% in the three months ended January 31, 2000, and increased to
3.3% in the first nine months of fiscal 2001 from 2.0% in the first nine
months of fiscal 2000.  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 together with or without being embedded into the Company's software
products.  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 $192,000 and $877,000 in the three months ended
January 31, 2001, and 2000, respectively, representing 9.4% and 20.2% of
software license revenues. Cost of software license revenues was $688,000 and
$1.4 million in the first nine months of fiscal 2001 and 2000, respectively,
representing 6.9% and 20.1% of software license revenues. The decrease in cost
of software license revenues as a percentage of software license revenues in
the three and nine months ended January 31, 2001, compared to the same periods
in the prior year was due to higher royalty fees paid to integration partners
in fiscal 2000.

    COST OF SERVICE AND MAINTENANCE REVENUES.  Cost of service and maintenance
revenues consists primarily of costs associated with consulting,
implementation, and training services including the cost incurred  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
telephone hotline support.

    Cost of service and maintenance revenues was $9.0 million and $12.2
million in the three months ended January 31, 2001, and 2000, respectively,
representing 71.4% and 86.3% of service and maintenance revenues. Cost
of service and maintenance revenues was $27.5 million and $37.1 million in
the first nine months of fiscal 2001 and fiscal 2000, respectively,
representing 70.1% and 80.9% of service and maintenance revenues.  The
decrease in the cost of service and maintenance revenues in absolute dollar
amounts was primarily due to a reduction in the number of employed
consultants, a reduction in the use of outside consultants, and a decrease in
the amount of service and maintenance performed.  The cost of service and
maintenance revenues decreased as a percentage of service and maintenance
revenues as a result of better utilization of the employed consultants.

    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 $113,000 and $106,000 in the three months ended January
31, 2001, and 2000, representing 15.3% and 24.9% of other revenues,
respectively. Cost of other revenues was $413,000 and $265,000 in the
first nine months of fiscal 2001 and fiscal 2000, representing 24.4% and
25.2% of other revenues, respectively.

    PRODUCT DEVELOPMENT.  Product development expenses were $3.7 million and
$4.7 million in the three months ended January 31, 2001, and 2000,
respectively, representing 24.3% and 24.7% of total revenues. These same
expenses were $11.5 million and $13.6 million in the first nine months of
fiscal 2001 and 2000, respectively, representing 22.6% and 25.2% of total
revenues. The decrease in product development expenses in absolute dollars 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, software development costs qualifying for capitalization have been
insignificant, and, therefore, the Company has not capitalized any software
development costs.

    SALES AND MARKETING.  Sales and marketing expenses include personnel
costs, commissions, and related costs for sales and marketing personnel, as
well as the cost of office facilities, travel, promotional events, and
public relations programs.  Sales and marketing expenses were $3.4 million
and $5.0 million in the three months ended January 31, 2001, and 2000,
respectively, representing 22.2% and 26.3% of total revenues. These same
expenses were $11.8 million and $15.5 million in the first nine months of
fiscal 2001 and 2000, respectively, representing 23.2% and 28.8% of total
revenues. The decrease in sales and marketing expenses in absolute
dollar amount and as a percentage of total revenues was primarily due to
fewer sales and marketing activities during fiscal year 2001 and a reduction
in the size of the sales organization, along with other related overhead
items.

    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
$2.3 million in the three months ended January 31, 2001, and 2000,
respectively, representing 14.1% and 12.3% of total revenues. The decrease in
absolute dollars was primarily due to a refund of amounts paid into a National
Swedish pension fund.  General and administrative expenses were $6.6 million
and 6.8 million in the first nine months of fiscal 2001 and 2000,
respectively, representing 13.0% and 12.7% of total revenues.

    AMORTIZATION OF GOODWILL AND OTHER INTANGIBLE ASSETS. Amortization of
goodwill and other intangible assets relates to the fiscal 1998 acquisition
of Ceratina International AB and the fiscal 1999 acquisition of Abalon AB.
Goodwill and other intangible assets are amortized over a 5 to 10 year
period.  Amortization of goodwill and other intangible assets was $374,000
and $346,000 in the three months ended January 31, 2001, and 2000,
respectively, representing 2.4% and 1.8% of total revenues.  These same
expenses were $1.1 million and $1.0 million in the first nine months of fiscal
2001 and 2000, respectively, representing 2.2% and 1.9% of total revenues.

OTHER INCOME (EXPENSE)

    Other income comprises interest income, interest expenses, and
miscellaneous income and expenses.  Interest income was $353,000 and $651,000
in the three months ended January 31, 2001, and 2000, respectively,
representing 2.3% and 3.5% of total revenues. Interest income was $1.3
million and $1.9 million in the first nine months of fiscal 2001 and 2000,
respectively, representing 2.5% and 3.4% of total revenues.  The decrease
was due to a decrease in the levels of short-term investments and cash held
in interest-bearing accounts compared to the amounts invested in the same
period in the prior year as a result of the Company's net loss.  Interest
expenses were $1,000 and $14,000 in the three months ended January 31, 2001,
and 2000, respectively, representing 0.0% and 0.1% of total revenues. These
same expenses were $12,000 and $55,000 in the first nine months of fiscal 2001
and 2000, respectively, representing 0.0% and 0.1% of total revenues. The
decrease in the absolute dollar amounts is due to repayments on a small
external credit facility during fiscal year 2000.

HEDGE TRANSACTION

During November, 2000, the Company entered into a hedge transaction with
a Bank to offset potential liability under Swedish tax law upon exercise of
stock options by employees subject to Swedish taxation.  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 call is offset by the Bank's 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.  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 $2,136,000 with the Bank and recorded a non-current asset in that
amount.  As a result of the decline in the value of the Company Common Stock
at January 31, 2001, the Company recorded a non-operating charge of $945,000
for the three months ended January 31, 2001.  This charge will be reviewed
quarterly and adjusted to reflect the underlying Common Stock value.

LIQUIDITY AND CAPITAL RESOURCES

    As of January 31, 2001, the Company had $30.0 million of working
capital, including $11.3 million in cash and cash equivalents and $17.2
million in short-term investments, as compared to $32.7 million of working
capital as of April 30, 2000, including $12.0 million of cash and cash
equivalents and $19.8 million in short-term investments. Accounts
receivable, net of allowance for doubtful accounts, decreased to $10.3
million at January 31, 2001, from $20.2 million at April 30, 2000, and the
average days' sales outstanding, including contract receivables, was 71
days for the three months ended January 31, 2001, compared to an average of
62 days for fiscal year 2000. The allowance for doubtful accounts of $2.5
million at January 31, 2001 remained at approximately the same level as at
April 30, 2000. During the three months, the Company charged approximately
$0.6 million to bad debts in the dotcom sector. The Company does not
anticipate any significant exposure to these types of bad debt write-offs in
the near future.  Liquidity also was affected by the deposit referred to above
under the heading "Hedge Transaction."

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

YEAR 2000

     The Company devoted a substantial amount of time to validate that the
standard versions of its principal products were Year 2000 compliant and
would with retained functionality store, process, and receive date and time
data for periods before and after the turn of the century if correct date and
time data were inputted. With respect to customized code developed for
specific customers to address specific customer needs and to interface with
legacy and other software applications, the Company developed a toolset to
assist such customers in assessing and renovating Year 2000 issues with
respect to such code.  While the Company does not warrant the Year 2000
compliance of any such customized code, it cannot be sure that it will not
have a dispute with a customer over whether particular code is standard or
customized, although to date none has arisen.

     The Company did not experience any significant disruption in its
operations as a result of the turn of the century and does not anticipate
that any such subsequent disruptions will have any material adverse effect to
its operations or financial condition.  At this time, the Company believes
that the most likely "worst-case" scenario involves potential disruptions in
areas in which the Company's operations must rely on third parties whose
systems may not work properly for all periods after December 31, 1999.  While
such failures could affect important operations of the Company, either
directly or indirectly, the Company cannot at present estimate either the
likelihood or the potential cost of such failures.

QUALITATIVE AND QUANTITATIVE DISCLOSURE ABOUT MARKET RISK

     Except for the transaction referred to above under the heading "Hedge
Transaction", the Company does not believe it is exposed to market risks with
respect to any of its investments and does not utilize market rate sensitive
instruments for trading or other purposes.


<PAGE>
                  PART II. - OTHER INFORMATION

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, 2001.

<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/ Karl Asp
                                      ---------------------------
                                      Karl Asp
                                      Principal Financial Officer


DATE: March 9, 2001