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 July 31, 1997

                                    OR

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

For the transition period from __________ to __________

Commission File No.  0-21359

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


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

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

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

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15 (d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period than the
<PAGE>
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 July 31, 1997:

Common Stock ($.01 par value)                      15,853,312 shares
Class B Common Stock ($.01 par value)              12,088,200 shares


<PAGE>

<TABLE>

                      PART I. - FINANCIAL INFORMATION

                  INDUSTRI-MATEMATIK INTERNATIONAL CORP.
                             AND SUBSIDIARIES

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

<CAPTION>
                                             07/31/97         4/30/97   
                                            -----------     -----------
<S>                                          <C>            <C>
ASSETS
Current assets:                                   
    Cash and cash equivalents                $16,661        $ 9,023
    Short-term investments                     9,888          9,952
    Accounts receivable, less allowance       
      for doubtful accounts of $202
      and $205 at July 31, 1997 and
      April 30, 1997, respectively            14,494         22,463
    Accrued receivables                          864          1,010
    Prepaid expenses                           1,486          1,773
    Income taxes receivable                       76             28
    Other current assets                         233            111
                                             --------       --------
  Total current assets                        43,702         44,360
                                             --------       --------
Non-current assets:
    Property and equipment, net                3,732          3,484
    Deferred income taxes                      1,665          1,643
    Goodwill                                   1,059          1,107
    Other non-current assets                     323            369
                                             --------       --------
  Total non-current assets                     6,779          6,603
                                             --------       --------
Total Assets                                 $50,481        $50,963
                                             ========       ========

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

<S>                                          <C>            <C>
Current Liabilities:
    Current portion of capital
     lease obligations                       $   461        $   422
    Accounts payable                           1,175          1,426
    Accrued expenses and other
     current liabilities                       1,695          2,455
    Accrued payroll and employee benefits      3,322          5,509
    Deferred revenue                           5,223          3,717
                                             --------       --------
  Total current liabilities                   11,876         13,529
                                             --------       --------
Long-term liabilities:
    Capital lease obligations                    420            554
    Accrued pensions liability                 1,767          1,674 
    Deferred income taxes                         43             68
    Other long-term liabilities                  377            384
                                             --------       --------
Total long-term liabilities                    2,607          2,680
                                             --------       --------
  Total liabilities                           14,483         16,209
                                             --------       --------
Shareholders' equity:
    Common Stock; voting, $.01 par
     value; 62,500,000 shares authorized; 
     15,853,312 and 15,591,558, shares 
     issued and outstanding at July 31, 
     1997, and April 30, 1997, respectively      158            156
    Class B Common Stock; non-voting, 
     $.01 par value; 12,500,000 shares
     authorized; 12,088,200 shares
     issued and outstanding                      121            121
    Additional paid-in capital                43,923         43,379
    Accumulated deficit                       (3,476)        (4,106)
    Cumulative translation adjustment         (2,414)        (2,270)
    Note receivable from stockholders         (2,314)        (2,526)
                                             --------       --------
       Total shareholders' equity             35,998         34,754
                                             --------       --------  
Total Liabilities and Shareholders' equity   $50,481        $50,963
                                             ========       ========

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

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

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


<CAPTION>
                                                THREE MONTHS ENDED
                                          07/31/97           07/31/96
                                        _____________   ______________
<S>                                          <C>            <C>
Revenues:                                   
    Licenses                                 $ 5,791        $ 2,296
    Service and maintenance                    9,784          6,779
    Other                                        131            142
                                             --------       --------
      Total revenues                          15,706          9,217
                                             --------       --------
Cost of revenues:
    Licenses                                      88            100
    Service and maintenance                    7,495          5,078
    Other                                         85             96
                                             --------       --------
      Total cost of revenues                   7,668          5,274
                                             --------       --------
Gross profit                                   8,038          3,943
                                             --------       --------
Operating expenses:
    Product development                        2,516          1,956
    Sales and marketing                        3,720          2,593
    General and administrative                 1,390            986
                                             --------       --------
      Total operating expenses                 7,626          5,535
                                             --------       --------
Income (loss) from operations                    412         (1,592)

Other income (expense):                       
    Interest income                              240             13
    Interest expense                             (15)          (127)
    Miscellaneous income (expense)               (65)           (63)
                                             --------       --------
Income (loss) from continuing operations
    before income taxes                          572         (1,769)
Provision (benefit) for income taxes             (58)          (705) 
                                             --------       --------
Income (loss) from continuing operations         630         (1,064)
Income from discontinued operations                0              2
                                             --------       --------

Net income (loss)                            $   630        $(1,062)
                                             ========       ========

Earnings per share                           $  0.02        $ (0.04)
                                             ========       ========
Weighted average number of
 shares outstanding                       28,445,775     24,502,000
                                          ==========     ==========
The accompanying notes are an integral part of the condensed consolidated
financial statements.
</TABLE>
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<PAGE>
<TABLE>                 

                  INDUSTRI-MATEMATIK INTERNATIONAL CORP. 
                             AND SUBSIDIARIES

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

<CAPTION>
                                                THREE MONTHS ENDED
                                              07/31/97       07/31/96  
                                            -----------     -----------
<S>                                          <C>            <C>
Cash flows from operating activities:          
Net income (loss)                            $   630        $(1,062)
                                             --------       --------
Adjustments to reconcile net income
 (loss) to net cash provided by operat- 
 ing activities:
    Depreciation and amortization                398            220
    Provision for doubtful accounts                0            (32)
    Deferred income taxes                        (73)          (688)
    (Gain) loss on disposal of plant
      Property and equipment                      15             (2)
    Write-down on plant and equipment              0              3
    Changes in operating assets
     and liabilities:
      Accounts receivable                      7,960          3,008
      Accrued receivables and
        prepaid expenses                         410           (271)
      Income taxes                               (64)            22
      Other assets                               (82)          (331)
      Accounts payable                          (238)           571
      Accrued expenses and other
        current liabilities                      302         (1,685)
      Accrued payroll, employee benefits
        and deferred revenue                    (646)         1,026         
     Accrued pensions liability                  124            108
                                             --------       --------
      Net cash provided by continuing
        operations                             8,736            887
      Net cash provided by discontinued
        operations                                 0             13
                                             -------        --------
        Net cash provided by (used in)
        operating activities                   8,736            900
                                             --------       -------- 
Cash flows from investing activities:
      Purchase of short-term investments      (9,888)             0
      Proceeds from sale of short-term
        investments                            9,952              0 
      Additions to property and equipment       (649)          (208)
      Payment for Ceratina                    (1,025)             0
      Proceeds from sale of property 
        and equipment                              4              7
<PAGE>
      Collection of notes receivable             211              0
                                             --------       --------
      Net cash flows provided by 
      (used in) investing activities          (1,395)          (201)
                                             --------       --------
          
Cash flows from financing activities:
      Net payments under lines of credit           0           (913)
      Payments on short-term borrowings            0            (97)
      Principal payments on capital
        lease obligations                        (89)           (88)
      Issuance of common stock                   547               0 
      Other                                      (97)           103
                                             --------        -------
      Net cash flows provided by (used
      in) financing activities                   361           (995)
                                             --------        -------
Translation differences on cash and
 cash equivalents                                (64)            20
                                             --------        -------
Net increase (decrease) in cash and
 cash equivalents                              7,638           (276)


Cash and cash equivalents at beginning
 of period                                     9,023            558
Cash and cash equivalents at end             --------       --------
 of period                                   $16,661        $   282
                                             ========       ========
Supplemental disclosures of cash flow
 information:
Cash paid during the period for:
      Interest                               $    34        $   155
                                             -------        --------
      Income taxes                           $   165        $     4
                                             -------        --------

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


</TABLE>

<PAGE>


<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, 1997 (audited), and July 31,
1997 (unaudited), and the results of operations and cash flows for the
three months ended July 31, 1996 and 1997. These financial statements
should be read in conjunction with the audited consolidated financial
statements of the Company as presented in the Annual Report on Form 10-K
for the fiscal year ended April 30, 1997. Results of operations and cash
flows for the period ended July 31, 1997, are not necessarily
representative of the results that may be expected for the fiscal year
ending April 30, 1998, or any other future period.


2.  Net Income per Share

     For the three months ended July 31, 1997, net income per share was
based on the weighted average number of common stock and common stock
equivalents outstanding during the period. Common stock equivalents are
calculated using the treasury stock method and represent shares issuable
upon the exercise of outstanding stock options.


3.  Accrued Expenses and Other Current Liabilities

                            July 31, 1997   April 30, 1997
                              ----------      ---------    
                             (unaudited)
                                    (in thousands)

Accrued purchases               $  737         $  651
Acquisition of Ceratina              0          1,025
Accrued pension taxes              456            407
Employee withholding taxes         358              0
Value-added tax                    112            160
Other                               32            212
                                 -----          -----
                                $1,695         $2,455
                                 =====          =====
<PAGE>
4.  Accrued Payroll and Employee Benefits


                            July 31, 1997   April 30, 1997
                              ----------      ---------    
                              (unaudited)
                                    (in thousands)

Accrued commissions             $1,065         $2,500
Accrued payroll taxes              639          1,392
Accrued vacation pay               608          1,030
Accrued salaries and bonus         617            297
Accrued pension expenses           305            290
Accrued expenses ESPP               88              0
                                 -----          -----
                                $3,322         $5,509
                                 =====          =====

5.  Income Taxes

     For the three month periods ended July 31, 1996 and 1997, a deferred
tax asset was recognized relating to the Company's net operating loss for
the period. At July 31, 1997, the Company had approximately $2.6 million of
gross deferred tax assets comprised primarily of net operating loss
carryforwards in Sweden. During the three month periods ended July 31, 1996
and 1997, the Company reduced its valuation allowance relating to its net
operating loss carryforwards based upon positive evidence indicating an
increased likelihood of the utilization of such net operating loss
carryforwards in offsetting future tax expense. Estimated future earnings
necessary to fully realize the net deferred tax asset are $5.7 million.
Such earnings are forecasted to be realized within the fiscal year. There
can be no assurance that future earnings, if any, will meet currently
forecasted levels; however it is management's opinion that the realization
of such earnings in the future is more likely than not.


6.  Stock Options and Employee Stock Purchase Plan Purchases

     Under the Industri-Matematik International Corp. Stock Option Plan,
522,500 options were granted during the three months ended July 31, 1997. 
All options were issued at an exercise price equal to the estimated fair
market value at the date of grant.  During the same period, 52,609 shares
were issued upon the exercise of options granted pursuant to the Industri-
Matematik International Corp. 1997 Employee Stock Purchase Plan at an
exercise price of $5.10 per share.


<PAGE>







<PAGE>
         INDUSTRI-MATEMATIK INTERNATIONAL CORP. AND SUBSIDIARIES

     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                          RESULTS OF OPERATIONS

This report contains forward-looking statements that involve risks and
uncertainties. The actual future results of the Company could differ
materially from those statements. Factors that could cause or contribute to
such differences include, but are not limited to, uncertainties regarding
continued market acceptance of new products and product enhancements,
delays in the introduction of new products and product enhancements, and
risks associated with managing the Company's rapid growth, as well as
factors discussed in the Company's Annual Report on Form 10-K for the
fiscal year ended April 30, 1997.

OVERVIEW

The Company develops, markets, and supports client/server application
software that enables manufacturers, distributors, wholesalers, and third-
party logistics companies to more effectively manage the "demand chain".
Demand chain management encompasses the execution of multiple customer-
centric order fulfillment processes, including order management,
distribution logistics, inventory replenishment, and demand planning.  The
Company's principal product, System ESS, has been designed specifically to
meet complex or high-volume demand chain management requirements of 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 information systems.


RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, the percentages
that selected items in the unaudited Condensed Consolidated Statements of
Operations bear to total revenues.  The period to period comparisons of
financial results are not necessarily indicative of future results.

                                         Three Months Ended
                                              July 31,  
                                          1997         1996

Revenue   
  Licenses                                  36.9%       24.9%
  Services and maintenance                  62.3        73.6
  Other                                      0.8         1.5
                                           -----       -----
      Total revenues                       100.0       100.0
                                           -----       -----
Cost of revenues:
  Licenses                                   0.6         1.1 
  Services and maintenance                  47.7        55.1
  Other                                      0.5         1.0
                                           -----       -----
      Total Cost of revenues                48.8        57.2
                                           -----       -----
      Gross profit                          51.2        42.8
                                           -----       ----- 

Operating expenses:
  Product Development                       16.0        21.2
  Sales and marketing                       23.7        28.1
  General and administrative                 8.9        10.7
                                           -----       -----
      Total Operating expenses              48.6        60.0
                                           -----       -----
Income (loss) from operations                2.6       (17.2)


Other income (expenses):
  Interest income                            1.5         0.1
  Interest expense                          (0.1)       (1.4)
  Miscellaneous income (expense)            (0.4)       (0.7)
                                           -----       -----
Income (loss) from continuing 
  operations before income taxes             3.6       (19.2)
Provisions (benefit) for income taxes       (0.4)       (7.7)
                                           -----       -----
Income (loss) from continuing operations     4.0       (11.5)

Income from discontinued operations          0.0         0.0
Gain on sale of discontinued operations      0.0         0.0
                                           -----       -----
Net income (loss)                            4.0%      (11.5)%
                                           =====       =====


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, amounts are due within one year, 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 increased 70.4% to $15.7 million in the quarter ended July
31, 1997, from $9.2 million in the quarter ended July 31, 1996. The Company
currently derives substantially all of its revenues from System ESS
licenses and related service and maintenance. As a result of the Company's
dependence on the continued market acceptance of System ESS, there can be
no assurance that total revenues will continue to grow at the rates
experienced in prior periods, if at all.
                
Revenues generated in the United States were approximately 57% and 36% of
total revenues in the quarters ended July 31, 1997 and 1996, respectively.
The significant increase in US revenues from fiscal 1997 is primarily due
to the US expansion of the Company's sales and services operations in the
last year.

LICENSE REVENUES.  Revenues from software licenses increased 152.2% to $5.8
million in the quarter ended July 31, 1997, from $2.3 million in the
quarter ended July 31, 1996. The significant increase in software license
revenues was primarily due to the growing market acceptance of System ESS
and the expansion of the Company's sales and marketing organizations in the
US and Europe.

SERVICE AND MAINTENANCE REVENUES.  Revenues from service and maintenance
increased 44.3% to $9.8 million in the quarter ended July 31, 1997, from
$6.8 million in the quarter ended July 31, 1996. 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 1997 and fiscal 1998 and a significant expansion of  the Company's
consulting organization in the US and Europe. The percentage increase in
service and maintenance revenues is lower than the percentage increase in
license revenues as a result of the Company's use, where advantageous, of
third-party consultants to provide services to the Company's customers as
well as the fact that service and maintenance revenues are not necessarily
proportional to license revenues. Service and maintenance revenues as a
percentage of total revenues decreased to 62.3% in the quarter ended July
31, 1997, from 73.6% in the quarter ended July 31, 1996.

OTHER REVENUES. Other revenues are primarily third-party hardware sales to
help certain customers implement System ESS. Other revenues decreased 7.7%
to $131,000 in the quarter ended July 31, 1997, from $142,000 in the
quarter ended July 31, 1996. Other revenues as a percentage of total
revenues decreased to 0.8% in the quarter ended July 31, 1997, from 1.5% in
the quarter ended July 31, 1996. The decrease in other revenues as a
percentage of total revenues reflects a reduction by the Company in its
efforts to provide third-party hardware and support.

COST OF REVENUES

COST OF LICENSE REVENUES.  Cost of license revenues consists primarily of
license fees paid with respect to third-party software included with the
sales of System ESS, and, occasionally, the cost of third-party
complementary software that is sold together with System ESS without being
an integral part of System ESS. Cost of license revenues was $88,000 and
$100,000 in the quarters ended July 31, 1997 and 1996, representing 1.5%
and 4.4% of license revenues, respectively. The decrease in cost of license
revenues for the quarter ended July 31, 1997, compared to the same quarter
in 1996 both in absolute dollar amount and as a percentage of license
revenues was primarily due to the decrease in sales of third-party
complementary software.

COST OF SERVICE AND MAINTENANCE REVENUES. Cost of services and maintenance
revenues consists primarily of costs associated with consulting,
implementation, and training services and, occasionally, 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 $7.5 million and $5.1 million
in the quarters ended July 31, 1997, and 1996, representing 76.6% and 74.9%
of service and maintenance revenues, respectively. The increase in cost of
services and maintenance both in absolute dollar amounts and as a
percentage of service and maintenance revenues was primarily due to the
increase in the number of consultants, product support, and training staff
and the increased use of third-party consultants.  The Company expects to
continue to increase the number of consultants and product support and
training staff in the future as the number of System ESS licenses
increases.

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 $85,000 and $96,000 in the quarters ended July 31, 1997, and
1996, representing 64.9% and 67.6% of other revenues, respectively.

PRODUCT DEVELOPMENT.  Product development expenses were $2.5 million and
$2.0 million in the quarters ended July 31, 1997, and 1996, representing
16.0% and 21.2% of total revenues, respectively. The increase in product
development expenses in dollar amount was primarily due to an increase in
the number of product development personnel and other related costs
incurred in connection with expanding the Company's product development
department and, to a lesser extent, the costs relating to third-party
translation work. The Company expects that the dollar amount of product
development expenses will continue to increase as the Company continues to
invest in developing new applications, product enhancements, and
localization and translation of System ESS.

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 $3.7 million and
$2.6 million in the quarters ended July 31, 1997 and 1996, representing
23.7% and 28.1% of total revenues, respectively. The increase in sales and
marketing expenses in absolute dollar amount was primarily due to (i)
increased staffing as the Company established new sales offices and
expanded its existing direct sales force and (ii) increased sales
commissions associated with significantly higher license revenues. The
Company expects to continue to increase significantly its sales and
marketing expenses in order to expand its international sales operations
and to enter into new vertical markets.

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 $1.4 million and $986,000 in the
quarters ended July 31, 1997, and 1996, representing 8.9% and 10.7% of
total revenues, respectively. The increase in the absolute dollar amounts
of general and administrative expenses was primarily the result of
increased staffing and related costs associated with the growth of the
Company's business during fiscal 1998 and 1997. The decrease in general and
administrative expenses as a percentage of total revenues was primarily due
to the Company's ability to leverage its staff to support expanded
revenues.  The Company expects that general and administrative expenses in
absolute dollars but not necessarily as a percentage of total revenue will
continue to increase in the foreseeable future.

OTHER INCOME (EXPENSE)

Other income (expense) comprises interest income, interest expenses, and
miscellaneous income and expenses.  Interest income was $240,000 and
$13,000 in the quarters ended July 31, 1997, and 1996, representing 1.5%
and 0.1% of total revenues, respectively.  The increase is due to the
Company's investment of a portion of the proceeds of its initial public
offering in short-term investments and interest-bearing accounts.  Interest
expenses were $15,000 and $127,000 in the quarters ended July 31, 1997, and
1996, representing 0.1% and 1.4% of total revenues, respectively.  The
decrease in interest expenses is primarily due to the Company's repayment
of its outstanding loans after the initial public offering.

LIQUIDITY AND CAPITAL RESOURCES

As of July 31, 1997, the Company had $31.8 million of working capital,
including $16.7 million in cash and cash equivalents and $9.9 million in
short-term investments, as compared to $30.8 million of working capital as
of April 30, 1997, including $9.0 million of cash and cash equivalents and
$10.0 in short-term investments. 

Accounts receivable decreased to $14.5 million at July 31, 1997, from $22.5
million at April 30, 1997, and the average days' sales outstanding,
including contract receivables, was 88 days for the quarter ended July 31,
1997, as compared to 99 days for the year ended April 30, 1997.  The
decrease in average days' sales outstanding was primarily due to the
collection of several large trade receivable balances outstanding at April
30, 1997.  The Company expects its average days' sales outstanding to
fluctuate in future periods from the level at July 31, 1997.  Average days'
sales outstanding can vary for a variety of reasons including the timing
and billing of receivables for which the related revenues may not yet be
recognizable.

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.  

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


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

          a.  Exhibits
      
              Exhibit 11.  Computation of Per Share Earnings

              Exhibit 27.  Financial Data Schedule

          b.  Reports on Form 8-K

              No reports have been filed on Form 8-K during the quarter     
              ended July 31, 1997.

<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: September 12, 1997