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, 1999

                                    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, 1999:

Common Stock ($.01 par value)                    32,262,361 shares


<PAGE>
<PAGE>
<TABLE>
                      PART I. - FINANCIAL INFORMATION

                  INDUSTRI-MATEMATIK INTERNATIONAL CORP.
                             AND SUBSIDIARIES

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

<CAPTION>
                                             01/31/99          4/30/98   
                                            -----------     -----------
                                            (Unaudited)
<S>                                         <C>             <C>
ASSETS
Current assets:                                   
    Cash and cash equivalents               $  51,770       $ 41,982
    Short-term investments                     19,916         69,416
    Accounts receivable, less allowance       
      for doubtful accounts of $3,248
      and $210 at January 31, 1999, and
      April 30, 1998, respectively             22,001         24,289
    Contract receivables                        2,124          2,034
    Prepaid expenses                            2,557          2,824
    Income taxes receivable                       487            402
      Other current assets                        452            647
                                               ------         ------
          Total current assets                 99,307        141,594
                                               ------         ------
Non-current assets:
     Property and equipment, net                7,239          5,011
     Deferred income taxes                     11,337              5
     Goodwill                                   9,555          1,002
     Other non-current assets                   1,678          1,717
                                               ------         ------
          Total non-current assets             29,809          7,735
                                               ------         ------
     Total Assets                            $129,116       $149,329
                                              =======        =======
/TABLE
<PAGE>
<TABLE>
<CAPTION>
LIABILITIES AND SHAREHOLDERS EQUITY
<S>                                         <C>             <C>
Current Liabilities:                        
     Current portion of capital lease
       obligations                            $   85        $   274
     Current portion of notes payable            449        $   486
     Accounts payable                          3,316          2,439
     Accrued expenses and other
       current liabilities                    11,093          6,016
     Accrued payroll and employee benefits     6,866          5,938
     Deferred revenue                          6,637          5,962
                                              ------         ------
          Total current liabilities           28,446         21,115
                                              ------         ------
Long-term liabilities:
     Capital lease obligations                    67            281
     Notes payable                               514            840
     Accrued pension liability                 2,517          2,132
     Other long-term liabilities                 204            388
                                              ------         ------
     Total long-term liabilities               3,302          3,641
                                              ------         ------
           Total liabilities                  31,748         24,756

Shareholders' equity:
     Common Stock; voting, $.01 par value;   
     62,500,000 shares authorized;
     32,262,361 and 32,917,552 shares 
     issued and outstanding at
     January 31, 1999 and April 30, 
     1998, respectively                          323            329
    Additional paid-in capital               125,261        127,886
    Retained Earnings                        (18,377)         5,287
    Cumulative translation adjustment         (2,946)        (2,426)
    Notes receivable from stockholders        (6,893)        (6,503)
                                             -------        -------
       Total shareholders' equity             97,368        124,573
                                             -------        -------  
Total Liabilities and Shareholders' equity  $129,116       $149,329
                                            ========        =======
The accompanying notes are an integral part of the condensed consolidated
financial statements.

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

              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                (UNAUDITED)
                 (in thousands, except per share figures)
<CAPTION>
                                                THREE MONTHS ENDED
                                          1/31/99           1/31/98
                                       ---------------   ----------------
<S>                                         <C>             <C>
Revenues:                                   
    Licenses                                $  4,128    $ 11,381
    Services and maintenance                  15,353      15,094
    Other                                        588         477
                                             -------     -------
      Total revenues                          20,069      26,952
                                             -------     -------
Cost of revenues:
    Licenses                                     910         135
    Services and maintenance                  15,336      10,613
    Other                                        407         308
                                             -------     -------
      Total cost of revenues                  16,653      11,056
                                             -------     -------
      Gross profit                             3,416      15,896
                                             -------     -------
Operating expenses:
    Product Development                        5,033       4,037
    Acquired in-process Research
    and Development                            2,500           0
    Sales and marketing                        7,068       5,740
    General and administrative                 2,905       1,595
                                             -------     -------
      Total operating expenses                17,506      11,372
                                             -------     -------
Income (loss)from operations                 (14,090)      4,524
                                             -------     -------
Other income (expense):                       
    Interest income                              976       1,310
    Interest expense                             (37)        (44) 
    Miscellaneous income (expense)                 0         (23) 
                                             -------     -------
Income (loss)before income taxes             (13,151)      5,767
Provision (benefit) for income taxes          (4,225)      1,626
                                             -------     -------

Net Income (loss)                             (8,926)      4,141
                                             =======     =======

Net Income (loss) per share                  $ (0.28)    $  0.13
                                             -------     -------
Net Income (loss) per share 
  - assuming dilution                        $ (0.28)    $  0.13
                                             =======     =======

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


              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                (UNAUDITED)
                 (in thousands, except per share figures)
<CAPTION>
                                                NINE MONTHS ENDED
                                          1/31/99           1/31/98
                                       ---------------   ---------------
<S>                                       <C>             <C>
Revenues                                   
    Licenses                              $14,467         $27,208
    Services and maintenance               51,178          37,903
    Other                                   1,254             781
                                          -------         -------
      Total revenues                       66,899          65,892
                                          -------         -------
Cost of revenues:
    Licenses                                1,337             416
    Services and maintenance               52,850          27,547
    Other                                     637             482
                                          -------         -------
      Total cost of revenues               54,824          28,445
                                          -------         -------
Gross profit                               12,075          37,447
                                          -------         -------
Operating expenses:
    Product Development                    18,387           9,428
    Acquired In-process 
    Research and Development                2,500               0
    Sales and marketing                    20,367          14,145
    General and administrative              9,344           5,127
                                          -------         -------
    Total operating expenses               50,598          28,700
                                          -------         -------
Income (loss)from operations              (38,523)          8,747 
                                          -------         -------
Other income (expense):                       
    Interest income                         3,721           1,817    
    Interest expense                         (112)            (79)
    Miscellaneous income (expense)             29            (122)
                                          -------         -------
Income(loss)before income taxes           (34,885)         10,363 
Provision (benefit) for income taxes      (11,221)          2,402
                                           -------        -------
Net Income (loss)                         (23,664)          7,961
                                           =======        =======
Net Income (loss) per sha                 $ (0.73)        $  0.27
                                           =======        =======
Net Income (loss) per share 
   - assuming dilutio                     $ (0.73)        $  0.26

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

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

                  INDUSTRI-MATEMATIK INTERNATIONAL CORP. 
                             AND SUBSIDIARIES

              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (UNAUDITED)
                              (in thousands)
<CAPTION>
                                                 NINE MONTHS ENDED
                                              01/31/99       01/31/98  
                                            -----------     -----------
<S>                                         <C>             <C>
Cash flows from operating activities:          
Net income (loss)                            $(23,664)         $ 7,961
                                            
Adjustments to reconcile net income 
 (loss) to net cash provided by (used in)
operating activities:
    Acquired in-process research 
    and development                             2,500                0
    Depreciation and amortization               2,351            1,356
    Provision for doubtful accounts             2,978              117
    Deferred income taxes                     (11,375)           2,213
    Accrued interest on short-term
    investments                                  (170)               0
    (Gain) loss on disposal of 
     property and equipment                        10                7
    Changes in operating assets
     and liabilities:                                     
      Accounts receivable                         643           (2,201)
      Contract receivables and 
        prepaid expenses                          489              495
     Income taxes receivable                      (78)            (353)
      Other assets                                280             (205) 
      Accounts payable                            429              741
      Accrued expenses and other
        current liabilities                     3,288            1,213
      Accrued payroll, employee benefits
        and deferred revenue                      713            5,617 
      Accrued pension liability                   406              393 
                                              -------          -------
Net cash provided by (used in) operating 
  activities                                  (21,200)          17,354
                                             ========         ========
            
Cash flows from investing activities:
      Purchase of short-term investments     (163,079)        (174,840)
      Proceeds from sale of short-term
        investments                           212,749           95,747
      Additions to property and equipment      (4,109)          (2,647)
      Payment for Ceratina                       (178)          (1,025)
      Payment for Abalon                       (9,500)               0
      Proceeds from sale of property
      and equipment                                67              210
      Proceeds from sale of other equity            1                0
      Collection of notes receivable                0              521
                                              -------          -------
Net cash flows provided by (used in) 
investing activities                           35,951          (82,034)
                                              =======         ========
Cash flows from financing activities:
      Repayments of lines of credit              (828)               0
      Proceeds from notes payable                   0            1,539
      Payments on notes payable                  (362)             (99)
      Principal payments on capital 
       lease obligations                         (395)            (317)
      Issuance of Common Stock                  1,850           77,756      
      Repurchase of Common Stock               (4,871)               0
      Other                                      (318)            (203)
                                              -------          -------
Net cash flows provided by (used in) 
 financing activities                          (4,924)          78,676 
                                             ========         ========

Translation differences on cash and
 cash equivalents                                 (39)            (119)
                                              -------          -------
Net increase in cash and cash
 equivalents                                   $9,788          $13,877
                                              =======          =======

Cash and cash equivalents at beginning
 of period                                    $41,982           $9,023
Cash and cash equivalents at end              -------          -------
 of period                                    $51,770          $22,900
                                              -------          -------
Supplemental disclosures of cash flow
 information:
Cash paid during the period for:
      Interest                                $   177          $   118
      Income taxes                            $   563          $   361

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

                  INDUSTRI-MATEMATIK INTERNATIONAL CORP.
                             AND SUBSIDIARIES

           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                (UNAUDITED)




1.  Interim Financial Statements

    The unaudited condensed consolidated financial statements included
herein have been prepared by Industri-Matematik International Corp. and its
subsidiaries (collectively, "Company") pursuant to the rules and
regulations of the Securities and Exchange Commission.  Accordingly, they
do not contain all of the information and footnotes required by generally
accepted accounting principles for complete financial statements.  In the
opinion of management, the accompanying unaudited condensed consolidated
financial statements reflect all adjustments (consisting of normal
recurring adjustments) considered necessary for a fair presentation of the
Company's financial condition at April 30, 1998 (audited), and January 31,
1999 (unaudited), the results of operations for the three and nine months
ended January 31, 1998, and 1999, and the cash flows for the nine months
ended January 31, 1998, and 1999.  These financial statements should be
read in conjunction with the audited consolidated financial statements of
the Company as presented in the Company's Annual Report on Form 10-K for
the fiscal year ended April 30, 1998.  Results of operations and cash flows
for the periods ended January 31, 1999, are not necessarily representative
of the results that may be expected for the fiscal year ending April 30,
1999, or any other future period.

2.  Revenue Recognition

    In October 1997, the American Institution of Certified Public
Accountants issued Statement of Position 97-2 "Software Revenue
Recognition" ("SOP 97-2"), which provides guidance on when revenue should
be recognized and in what amounts for licensing, selling, leasing, or
otherwise marketing computer software.  SOP 97-2 is effective for
transactions entered into in fiscal years beginning after December 15,
1997.  The Company has adopted SOP 97-2 as of May 1, 1998, and the adoption
has not had an impact on its current revenue policies.

3.  Comprehensive Income (Loss)

    Effective May 1, 1998, the Company adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income" ("SFAS 130"). 
SFAS 130 establishes standards for reporting and displaying comprehensive
income and its components.  Total comprehensive income (loss) was
($9,345,000)and $3,952,000 for the three months ended January 31, 1999, and
January 31, 1998, respectively.  Total comprehensive income (loss) was 
($24,184,000) and $7,711,000 for the nine months ended January 31, 1999,
and January 31, 1998, respectively. Total comprehensive income (loss)
includes net income (loss) and currency translation adjustments.

4.  Net Income (Loss) per Share

    Net income (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 income (loss) per share was based on
the weighted average number of shares of Common Stock outstanding during
the period.  Net income (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 computation of net income
(loss) per share - assuming dilution for the three and nine month periods
ended January 31, 1999, does not assume the exercise of stock options since
the effect would be antidilutive as a result of the losses for those
periods.

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

<TABLE>
<CAPTION>

                          Three months ended             Nine months ended
                             January 31,                    January 31, 
                        -----------------------       ------------------------
                           1999        1998               1999          1998
                        ---------     ---------        ----------     ---------
<S>                     <C>          <C>              <C>            <C>
Weighted average 
shares outstanding     32,041,928    32,164,036        32,630,458    29,390,718
Effect of dilutive 
stock options                   -       703,284                 -       700,357
                        ---------     ---------         ---------     ---------
Adjusted weighted 
average shares 
outstanding assuming
dilution               32,041,928    32,867,320        32,630,458    30,091,074
                       ==========    ==========        ==========    ==========
</TABLE>

5.  Accrued Expenses and Other Current Liabilities
         
<TABLE>
<CAPTION>
                              January 31, 1999    April 30, 1998
                              ----------------    --------------
                                (unaudited)
                                        (in thousands)
<S>                             <C>                     <C>
Accrued purchases                 $5,175               $1,799
Accrued consultancy                  560                2,133
Accrued pension taxes                500                  451
Restructuring cost Abalon          1,019                  -
Employee withholding taxes           977                  601               
Value-added tax                      419                  431
Income tax payable                   179                  115
Other                              2,264                  486
                                  ------               ------
                                 $11,093               $6,016
                                  ======               ======
</TABLE>

Substantially all of the amount set forth under "Other" in the chart above
with respect to January 31, 1999, constitutes project reserves consisting
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.

6.  Accrued Payroll and Employee Benefits

<TABLE>
<CAPTION>
                              January 31, 1999      April 30, 1998
                              ----------------      --------------
                                 (unaudited)
                                        (in thousands)
<S>                              <C>                 <C>
Accrued commissions               $  559               $  636
Accrued payroll taxes              1,666                1,030
Accrued vacation pay               2,060                1,528            
Accrued salaries and bonus         1,945                1,708
Accrued pension expenses             435                  365            
Accrued expenses ESPP                201                  671
                                  ------               ------
                                  $6,866               $5,938
                                  ======               ======
</TABLE>

7.  Income Taxes

    For the three and nine month periods ended January 31, 1999, an
estimated deferred tax asset was recognized relating to the Company's net
operating loss for the periods.  At January 31, 1999, the Company had
approximately $11.6 million of gross deferred tax assets.

8.  Stock Option Plans

    Under the Industri-Matematik International Corp. Stock Option Plans,
2,346,500 options were granted during the nine months ended January 31,
1999.  (Of these options, 275,000 were issued in replacement of options
which had been granted in a prior period at a higher exercise price.)  All
options were issued at an exercise price equal to or above the closing
market price on the date of grant.  During the same period, 346,309 shares
were issued pursuant to the Employee Stock Purchase Plan and 65,000 shares
were sold pursuant to the Restricted Stock Program.

9.  Acquisition of Abalon

     On December 31, 1998, the Company acquired all of the outstanding
shares of Abalon AB ("Abalon"), a software provider of customer
relationship management solutions.  The allocable purchase price amounted
to $10.9 million, of which $9.5 million was paid in cash to the seller and
$1.4 million related to acquisition costs and the incremental costs
relating to the integration of Abalon into the Company.  The acquisition
was accounted for as a purchase and accordingly, the net assets acquired
were recorded at their estimated fair values at the effective date of the
acquisition.  The following table presents the approximate allocation of
the purchase price, based on the most recent information prior to filing:

In-process Research and Development       $ 2,500
Other intangibles                           1,700
Goodwill                                    7,060
Net assets                                   (360)

     The $2.5 million related to acquired in-process research and
development, as determined by an third-party appraisal, was charged against
income in the quarter ended January 31, 1999, as the underlying research
and development projects had not yet reached technological feasibility. The
Company's consolidated financial statements include the results of Abalon
from January 1, 1999.

The following table presents the consolidated results of operations on an
unaudited pro forma basis as if the acquisition of Abalon had taken place
at the beginning of each fiscal year:
                                              Nine months ended  
                                                 January 31,  
                                              1999     1998
                                            ---------    --------
Revenues                                    $  71,155    $ 71,806
Income (loss) before income taxes             (36,873)      9,855
Net income (loss)                             (25,037)      7,644
Pro forma net income (loss) per 
share - assuming dilution - attributable 
to Abalon                                       (0.04)      (0.01)
Consolidated pro forma net income (loss)
per share - assuming dilution                   (0.77)       0.25

The unaudited pro forma results of operations are for comparative purposes
only and do not necessarily reflect the results that would have occurred
had the acquisition occurred at the beginning of the periods presented or
the results which may occur in the future.

10.  Subsequent Events.

     In February, 1999, a class action lawsuit was commenced against the
Company, certain of its officers, directors, and controlling shareholders
who sold shares of Common Stock during the class period, and its
underwriters claiming violations of the Federal securities laws. 
Management believes the suit is without merit, and the Company and other
defendants intend to defend themselves vigorously.

PAGE
<PAGE>
ITEM 2.
                 INDUSTRI-MATEMATIK INTERNATIONAL COPR.
                            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 a rapidly increasing level of employees, and risks associated
with managing the Company's rapid growth, 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, 1998, 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, wholesalers, and third-
party logistics companies to manage more effectively the supply chain. 
Supply chain management encompasses the execution of multiple customer-
centric order fulfillment processes, including order management, pricing
and sourcing, warehouse management, transportation management, and demand
chain planning.  The Company's principal product, System ESS(R), has been
designed specifically to meet complex or high-volume supply chain
management requirements of medium and large manufacturers, distributors,
wholesalers, and third-party logistics companies.  System ESS allows
customers to leverage the value of their existing systems by integrating
with legacy and new client/server manufacturing, planning, and financial
management systems.  The Company recently expanded its product suite with
the acquisition of the Abalon customer relationship management software
operations, formerly Abalon AB. Abalon Customer Management Solution (CMS)
software supports the complete customer management cycle, from identifying
prospects and winning business to maintaining ongoing customer
relationships that generate repeat business. Abalon CMS software is itself
a suite of integrated, modular applications that provides marketing
automation, technically assisted sales activities, and customer support,
including call center operations.

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.

                              Nine Months Ended           Three Months Ended
                                  January 31,                 January 31,
                               1999        1998            1999         1998
Revenues:                                           
  Licenses                     21.6 %      41.3 %          20.6 %       42.2 %
  Services and maintenance     76.5        57.5            76.5         56.0
  Other                         1.9         1.2             2.9          1.8
                             -------      -------         -------      -------
     Total revenues           100.0       100.0           100.0        100.0
                                               
Cost of revenues:
  Licenses                      2.0         0.6             4.5          0.5
  Services and maintenance     79.0        41.8            76.4         39.4
  Other                         1.0         0.7             2.1          1.1
                              -------     ------          ------       ------
     Total cost of revenue     82.0        43.1            83.0         41.0
                              -------     ------          ------       ------
     Gross profit              18.0        56.9            17.0         59.0
                              -------     ------          ------       ------
                                               
Operating expenses:                                           
  Product Development          27.5        14.3            25.1         15.0
  Acquired In-process 
  research and development      3.7         0.0            12.4          0.0
  Sales and marketing          30.4        21.5            35.2         21.3
  General and administrative   14.0         7.8            14.5          5.9
                              -------     -------         ------       ------
     Total operating 
     expenses                  75.6        43.6            87.2         42.2
                             -------      -------         ------       ------
Income (loss) from 
  operations                  (57.6)       13.3           (70.2)        16.8
                             -------      -------         ------       ------
Other income (expense):                                       
  Interest income               5.6         2.7             4.9          4.9
  Interest expense             (0.2)       (0.1)           (0.2)        (0.2)
  Miscellaneous 
   income (expense)             0.0        (0.2)            0.0         (0.1)
                             -------      -------         -------      -------
Income (loss) before 
  income taxes                (52.2)       15.7           (65.5)        21.4
Provision (benefit) 
  for income taxes            (16.8)        3.6           (21.1)         6.0
                             -------      -------         -------      -------
Net income (loss)             (35.4)%      12.1 %         (44.4)%       15.4 %
                             =======      =======         =======      =======
REVENUES

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

    Total revenues decreased 25.5% to $20.1 million in the quarter ended
January 31, 1999, from $27.0 million in the quarter ended January 31, 1998. 
In the first nine months of fiscal 1999, total revenues increased 1.5% to
$66.9 million from $65.9 million in the first nine months of fiscal 1998.
The Company currently derives substantially all of its revenues from System
ESS licenses and related service and maintenance.

    SOFTWARE LICENSE REVENUES.  Revenues from software licenses decreased 
63.7% to $4.1 million in the quarter ended January 31, 1999, from $11.4
million in the quarter ended January 31, 1998.  In the first nine months of
fiscal 1999, revenues from software licenses decreased 46.8% to $14.5
million from $27.2 million in the first nine months of fiscal 1998.  The
decrease in software license revenues was due primarily to sales delays
associated with the re-building and training the United States direct sales
force, which was completed in the first six months of fiscal 1999.  In
addition, the Company has been affected by a lengthening of the sales cycle
as potential customers scrutinize their enterprise application purchases
due to concerns with issues such as Year 2000 problems and changes in
global economic conditions.

    SERVICE AND MAINTENANCE REVENUES.  Revenues from service and
maintenance increased 1.7% to $15.4 million in the quarter ended January
31, 1999, from $15.1 million in the quarter ended January 1, 1998.  In the
first nine months of fiscal 1999, revenues from service and maintenance
increased 35.0% to $51.2 million from $37.9 million in the first nine
months of fiscal 1998.  The increase in the absolute dollar amount of
service and maintenance revenues was related primarily to an increase in
the number of System ESS licenses sold during fiscal 1998 and the
additional revenue generated by the expansion of the Company's consulting
organization in the United States and Europe.  Service and maintenance
revenues as a percentage of total revenues increased to 76.5% in the
quarter ended January 31, 1999, from 56.0% in the quarter ended January 31,
1998, and increased to 76.5% in the first nine months of fiscal 1999 from
57.5% in the first nine months of fiscal 1998, as a result of the increased
revenue from the continued build-up of the services organization and the
decrease in license revenues in these periods.  Generally, service and
maintenance revenues tend to track software license transactions in prior
periods.

    OTHER REVENUES.  Other revenues are primarily third-party hardware
sales to the Company's Scandinavian customer base.  Other revenues
increased 23.3% to $588,000 in the quarter ended January 31, 1999, from
$477,000 in the quarter ended January 31, 1998.  In the first nine months
of fiscal 1999, other revenues increased 60.6% to $1,254,000 from $781,000
in the first nine months of fiscal 1998.  Other revenues as a percentage of
total revenues increased to 2.9% in the quarter ended January 31, 1999,
from 1.8% in the quarter ended January 31, 1998, and increased to 1.9% in
the first nine months of fiscal 1999 from 1.2% in the first nine months of
fiscal 1998.  Other revenues will vary over time as a percentage of total
revenues due to the size of specific hardware sales. 

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 System ESS and, occasionally,
the cost of third-party complementary software that is licensed together
with System ESS without being embedded into System ESS.  Cost of software
license revenues was $910,000 and $135,000 in the quarters ended January
31, 1999, and 1998, representing 22.0% and 1.2% of software license
revenues, respectively.  Cost of software license revenues was $1,337,000
and $416,000 in the first nine months of fiscal 1999 and 1998, representing
9.2% and 1.5% of software license revenues, respectively.  The increase in
cost of software license revenues both in absolute dollar amount and as a
percentage of software license revenues was primarily due to increased
sublicensing of complementary software in the quarter ended January 31,
1999.

    COST OF SERVICE AND MAINTENANCE REVENUES.  Cost of service and
maintenance revenues consists primarily of costs associated with
consulting, implementation, and training services and the use by the
Company of third-party consultants to perform implementation services for
the Company's customers.  Cost of 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 $15.3 million and $10.6
million in the quarters ended January 31, 1999, and 1998, representing
99.9% and 70.3% of service and maintenance revenues, respectively.  Cost of
service and maintenance revenues was $52.8 million and $27.5 million in the
first nine months of fiscal 1999 and fiscal 1998, representing 103.3% and
72.7% of service and maintenance revenues, respectively.  The increase in
the cost of service and maintenance revenues both in absolute dollar
amounts and as a percentage of service and maintenance revenues was due to
the extensive build-up of the consulting organization, to the extensive use
of subcontractors, and an intentional investment to expedite implementation
of licenses sold.  Cost of service and maintenance revenues is expected to
decline beginning in fiscal 2000, both in absolute dollar amounts and as a
percentage of service and maintenance revenues, as the Company realigns
costs in order to restore long-term profitability.

    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 $407,000 and $308,000 in the quarters ended January 31,
1999, and 1998, representing 69.2% and 64.6% of other revenues,
respectively.  Cost of other revenues was $637,000 and $482,000 in the
first nine months of fiscal 1999 and fiscal 1998, representing 50.8% and
61.7% of other revenues, respectively.

    PRODUCT DEVELOPMENT.  Product development expenses were $5.0 million
and $4.0 million in the quarters ended January 31, 1999, and 1998,
representing 25.1% and 15.0% of total revenues, respectively.  These same
expenses were $18.4 million and $9.4 million in the first nine months of
fiscal 1999 and 1998, representing 27.5% and 14.3% of total revenues,
respectively.  The increase in product development expenses in absolute
dollar amount was due to an increase in the number of product development
personnel and other related costs related to expanding the Company's
product development department as well as the extensive use of
subcontractors in developing version 5.2 of System ESS, which was completed
in August 1998.   In the first nine months of fiscal 1999, the Company also
incurred one-time costs for the expansion of System ESS functionality in
the consumer product sector.  The Company expects that product development
expenses will decrease both in absolute dollar amount and as a percentage
of revenues beginning in fiscal 2000 as the Company adjusts its expenses to
restore profitability.  The Company anticipates that subcontractors will be
used to a lesser extent in the future.

    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.

       ACQUIRED IN-PROCESS RESEARCH AND DEVELOPMENT. Acquired in-process
research and development consists of one-time charges from acquisitions
accounted for as a purchase. The Company had one acquisition in the quarter
ended January 31, 1999, resulting in the write-off of acquired in-process
research and development of $2.5 million. The $2.5 million related
in-process research and development, as determined by an independent
third-party appraisal, was charged against income in fiscal 1999 as the
underlying research and development projects had not reached technological
feasibility for Abalon's intended purpose and had no alternative future
uses for the Company. The Company did not have any related write-off of
acquired research and development in fiscal 1998.

    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 $7.1 million
and $5.7 million in the quarters ended January 31, 1999, and 1998,
representing 35.2% and 21.3% of total revenues, respectively.  These same
expenses were $20.4 million and $14.1 million in the first nine months of
fiscal 1999 and 1998, representing 30.4% and 21.5% of total revenues,
respectively.  The increase in sales and marketing expenses in absolute
dollar amount and as a percentage of total revenues was primarily due to
increased staffing as the Company has expanded its direct sales force as
well as its partner and marketing organization. The Company expects over a
longer term to enhance aggressively its market presence in targeted
vertical markets, including a visible marketing campaign to create
awareness of the Company's supply chain management solution.  At the same
time, the Company expects its sales and marketing expenses to decrease both
in absolute dollar amounts and as a percentage of total revenues in fiscal
2000 as the Company realigns its cost structure to restore profitability.

    GENERAL AND ADMINISTRATIVE.  Ongoing general and administrative
expenses consists primarily of salaries and costs of the Company's finance,
human resources, information systems, administrative, and executive staff
and the fees and expenses associated with legal, accounting, and other
requirements.  General and administrative expenses were $2.9 million and
$1.6 million in the quarters ended January 31, 1999, and 1998, representing
14.5% and 5.9% of total revenues, respectively.  These same expenses were
$9.3 million and $5.1 million in the first nine months of fiscal 1999 and
1998, representing 14.0% and 7.8% of total revenues, respectively.  The
increase in absolute dollar amounts of general and administrative expenses
was primarily the result of increased staffing of human resources and
internal system administration associated with the growth of the Company's
business during fiscal 1999 and 1998.  The Company expects general and
administrative expenses to decrease in future periods both in absolute
dollar amounts and as a percentage of total revenues.

OTHER INCOME (EXPENSE)

    Other income comprises interest income, interest expenses, and
miscellaneous income and expenses.  Interest income was $976,000 and $1.3
million  in the quarters ended January 31, 1999, and 1998, representing
4.9% and 4.9% of total revenues, respectively.  Interest income was $3.7
million and $1.8 million in the first nine months of fiscal 1999 and 1998,
representing 5.6% and 2.7% of total revenues, respectively.  The increase
is due to the Company's investment of a portion of the proceeds of its
secondary public offering in short-term investments and interest-bearing
accounts.  Interest expenses were $37,000 and $44,000 in the quarters ended
January 31, 1999, and 1998, representing 0.2% and 0.2% of total revenues,
respectively.  These same expenses were $112,000 and $79,000 in the first
nine months of fiscal 1999 and 1998, representing 0.2% and 0.1% of total
revenues, respectively. 

LIQUIDITY AND CAPITAL RESOURCES

    As of January 31, 1999, the Company had $70.9 million of working
capital, including $51.8 million in cash and cash equivalents and $19.9
million in short-term investments, as compared to $120.5 million of working
capital as of April 30, 1998, including $42.0 million of cash and cash
equivalents and $69.4 in short-term investments.  The decrease in working
capital was the result of the increase in accrued expenses and other
current liabilities, the operating loss for the period, and the payment of
$4.8 million to repurchase 1,077,500 shares of the Company's Common Stock
pursuant to the buy-back program announced in October 1998, and the payment
of $9.5 million in connection with the acquisition of Abalon.  Accounts
receivable decreased to $22.0 million at January 31, 1999, from $24.3
million at April 30, 1998, and the average days' sales outstanding,
including contract receivables, was 101 days for the quarter ended January
31, 1999, as compared to 78 days for the year ended April 30, 1998.  The
increase in average days' sales outstanding was due primarily to the late
payment of invoices for partner consulting services and other consulting
services as well as to certain license agreements being closed late in the
quarter or combined with payment plans.  Accounts receivable also reflect
an increase in the reserve for doubtful accounts which was offset by a
related reduction in project reserves. 

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

Year 2000

       The Company has devoted a substantial amount of time over the last
year to validate that the standard version of its principal product, System
ESS, is Year 2000 compliant.  The Company will continue to validate such
compliance through the first half of 1999 and, if necessary, will issue
releases for all supported versions of standard System ESS to insure that
all standard System ESS systems can 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 are inputted.  The
Company also has assessed the Year 2000 readiness of the third-party
software vendors whose products are licensed in conjunction with or as part
of standard System ESS and is satisfied that all such products are or will
be Year 2000 compliant.

       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 has developed a toolset to assist such
customers in assessing and renovating Year 2000 issues with respect to such
code, and the Company can perform assessment and renovation for the
customer on a time and materials basis.  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.

       The Company has taken the steps required to make its internal
management and telecommunication systems Year 2000 compliant and
anticipates that such systems will become entirely Year 2000 compliant
during the first six months of calendar 1999.  The entire cost of the
Company's internal Year 2000 compliance program is not material to the
Company, and the Company does not anticipate any material adverse affect
upon its business, operating results, or financial condition with respect
to a Year 2000 issue.

<PAGE>
<PAGE>
                  PART II. - OTHER INFORMATION

ITEM 1.    Legal Proceedings.

     On November 25, 1998, a licensee of System ESS (pursuant to a license
agreement with a Company partner) which is indebted to the Company for
integration services, initiated an arbitration proceeding before the
American Arbitration Association in New York, New York seeking cancellation
of its indebtedness, a refund of prepaid support fees and the license
revenue, as well as treble damages.  Management believes that it will
collect its outstanding indebtedness and have no obligation to pay any
moneys to this licensee.

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

          a.  Exhibits

              Exhibit 3.   By-laws of the Company as amended through
              October 9, 1998.

              Exhibit 10.  Employment Agreement dated October 16, 1998,
              between the Company and Philippe Beaurain.
      
              Exhibit 27.  Financial Data Schedule

          b.  Reports on Form 8-K

              No reports have been filed on Form 8-K during the quarter
              ended January 31, 1999.

<PAGE>
<PAGE>
                              SIGNATURES


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


                                  INDUSTRI-MATEMATIK INTERNATIONAL CORP.



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



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


DATE: March 12, 1999