<PAGE>
 
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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
 
                               ----------------
 
                                   FORM 10-Q
 
             [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
 
              FOR THE QUARTERLY PERIOD ENDED: SEPTEMBER 30, 1997
 
                                      OR
 
             [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
 
                FOR THE TRANSITION PERIOD FROM        TO
 
                        COMMISSION FILE NUMBER: 0-19058
 
                           PLATINUM TECHNOLOGY, INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
               DELAWARE                              36-3509662
     (STATE OR OTHER JURISDICTION         (IRS EMPLOYER IDENTIFICATION NO.)
   OF INCORPORATION OR ORGANIZATION)
 
           1815 SOUTH MEYERS ROAD, OAKBROOK TERRACE, ILLINOIS 60181
             (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)
 
      REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (630) 620-5000
 
                               ----------------
 
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 that 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
 
  As of November 11, 1997, there were outstanding 62,933,324 shares of common
stock, par value $.001, of the registrant.
 
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<PAGE>
 
                   PLATINUM TECHNOLOGY, INC. AND SUBSIDIARIES
 
                        QUARTER ENDED SEPTEMBER 30, 1997
 
                                     INDEX
 
<TABLE>
<CAPTION>
                                                                           PAGE
                                                                           ----
<S>                                                                        <C>
PART I--FINANCIAL INFORMATION
  Item 1.Financial Statements
 Independent Auditors' Review Report......................................    3
         Consolidated Balance Sheets as of September 30, 1997 (unaudited)
         and December 31, 1996............................................    4
         Consolidated Statements of Operations for the three months and
         nine months ended September 30, 1997 (unaudited) and 1996
         (unaudited)......................................................    5
         Consolidated Statements of Cash Flows for the nine months ended
         September 30, 1997 (unaudited) and 1996 (unaudited)..............    6
         Notes to Consolidated Financial Statements.......................    7
  Item 2.Management's Discussion and Analysis of Financial Condition and
         Results of Operations............................................ 8-16
PART II--OTHER INFORMATION
  Item 1.Legal Proceedings................................................   17
  Item 6.Exhibits and Reports on Form 8-K.................................   17
SIGNATURES................................................................   18
</TABLE>
 
                                       2
<PAGE>
 
                         PART I--FINANCIAL INFORMATION
 
ITEM 1. FINANCIAL STATEMENTS
 
                      INDEPENDENT AUDITORS' REVIEW REPORT
 
The Board of Directors
PLATINUM technology, inc.:
 
  We have reviewed the consolidated balance sheet of PLATINUM technology, inc.
and subsidiaries as of September 30, 1997, and the related consolidated
statements of operations for the three and nine month periods ended September
30, 1997 and 1996 and consolidated statements of cash flows for the nine month
periods ended September 30, 1997 and 1996. These consolidated financial
statements are the responsibility of the Company's management.
 
  We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to financial data and making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
 
  Based on our review, we are not aware of any material modifications that
should be made to the consolidated financial statements referred to above for
them to be in conformity with generally accepted accounting principles.
 
  We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of PLATINUM technology, inc. and
subsidiaries as of December 31, 1996, and the related consolidated statements
of operations, stockholders' equity and cash flows for the year then ended
(not presented herein); and in our report dated February 28, 1997, we
expressed an unqualified opinion on those consolidated financial statements.
In our opinion, the information set forth in the accompanying consolidated
balance sheet as of December 31, 1996 is fairly stated, in all material
respects, in relation to the consolidated balance sheet from which it has been
derived.
 
                                          KPMG Peat Marwick LLP
 
Chicago, Illinois
October 16, 1997
 
                                       3
<PAGE>
 
                   PLATINUM TECHNOLOGY, INC. AND SUBSIDIARIES
 
                          CONSOLIDATED BALANCE SHEETS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
<TABLE>
<CAPTION>
                        ASSETS                          SEPTEMBER 30, DECEMBER 31,
                                                            1997         1996*
    -------------------------------------------------------------------------------------------- ------------
                                                         (UNAUDITED)
<S>                                                     <C>           <C>
Current assets:
  Cash and cash equivalents...........................    $ 60,356      $140,783
  Short-term investment securities....................      49,149        42,755
  Trade accounts receivable, net of allowances of
   $2,462 and $2,503..................................     151,633       165,131
  Installment accounts receivable, net of allowances
   of $631 and $395...................................      22,743        13,603
  Accrued interest and other current assets...........      23,029        11,729
  Refundable income taxes.............................         329           629
                                                          --------      --------
      Total current assets............................     307,239       374,630
                                                          --------      --------
Non-current investment securities.....................       1,932         2,135
Property and equipment, net...........................      68,582        72,750
Purchased and developed software, net.................     100,052        82,438
Excess of cost over net assets acquired, net of accu-
 mulated amortization of
 $14,249 and $10,610..................................      33,690        37,382
Non-current installment receivables, net of allowances
 of $1,174 and $816...................................      26,249        21,665
Other assets..........................................      31,348        27,572
                                                          --------      --------
    Total assets......................................    $569,092      $618,572
                                                          ========      ========
<CAPTION>
    -------------------------------------------------------------------------------LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                                     <C>           <C>
Current liabilities:
  Acquisition-related payables........................    $  3,551      $  7,872
  Income taxes payable................................       1,631         2,420
  Accounts payable....................................      12,701        15,436
  Accrued commissions and bonuses.....................       7,054        10,622
  Accrued royalties...................................       8,419         3,913
  Accrued restructuring costs.........................      25,806           --
  Other accrued liabilities...........................      31,638        29,798
  Current maturities of long-term obligations.........       1,510         3,246
  Deferred revenue....................................      76,591        84,166
                                                          --------      --------
    Total current liabilities.........................     168,901       157,473
                                                          --------      --------
Acquisition-related payables..........................       2,502         2,502
Deferred revenue......................................      59,841        38,674
Deferred rent.........................................       6,203         8,360
Long-term obligations, net of current maturities......     115,798       115,803
                                                          --------      --------
    Total liabilities.................................     353,245       322,812
                                                          --------      --------
Stockholders' equity:
  Class II preferred stock, $.01 par value. Authorized
   10,000, none outstanding.                                   --            --
  Common stock, $.001 par value. Authorized 180,000,
   issued and outstanding
   62,814 and 60,577..................................          63            61
  Paid-in capital.....................................     507,902       487,417
  Accumulated deficit.................................    (302,830)     (208,788)
  Unrealized holding gains on marketable securities...      13,625        17,805
  Foreign currency translation adjustment.............      (2,913)         (735)
                                                          --------      --------
    Total stockholders' equity........................     215,847       295,760
                                                          --------      --------
    Total liabilities and stockholders' equity........    $569,092      $618,572
                                                          ========      ========
</TABLE>
--------
*  The consolidated balance sheet as of December 31, 1996 has been restated to
   give retroactive effect to mergers accounted for using the pooling-of-
   interests method.
 
  See accompanying notes to consolidated financial statements and independent
                            auditors' review report.
 
                                       4
<PAGE>
 
                   PLATINUM TECHNOLOGY, INC. AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                  (UNAUDITED)
 
<TABLE>
<CAPTION>
                                       THREE MONTHS ENDED   NINE MONTHS ENDED
                                          SEPTEMBER 30,       SEPTEMBER 30,
                                       -------------------- ------------------
                                         1997     1996 *      1997     1996 *
                                       --------- ---------- --------  --------
<S>                                    <C>       <C>        <C>       <C>
Revenues:
  Software products................... $  92,487 $  59,952  $221,424  $152,075
  Maintenance.........................    31,542    27,029    91,626    74,693
  Professional services...............    36,172    33,333    99,212    89,802
                                       --------- ---------  --------  --------
    Total revenues....................   160,201   120,314   412,262   316,570
                                       --------- ---------  --------  --------
Costs and expenses:
  Professional services...............    31,673    30,173    90,703    85,080
  Product development and support.....    47,653    41,237   139,038   112,876
  Sales and marketing.................    57,696    47,123   157,833   128,010
  General and administrative..........    12,626     8,118    46,368    26,036
  Restructuring charges...............       --        --     57,319       --
  Merger costs........................       --        --      3,706     5,782
  Acquired in-process technology......       --      4,090    17,164    11,095
                                       --------- ---------  --------  --------
    Total costs and expenses..........   149,648   130,741   512,131   368,879
                                       --------- ---------  --------  --------
Operating income (loss)...............    10,553   (10,427)  (99,869)  (52,309)
Other income, net.....................     4,512       488    12,024     2,623
                                       --------- ---------  --------  --------
Income (loss) before income taxes.....    15,065    (9,939)  (87,845)  (49,686)
Income taxes..........................     4,905    (2,454)    6,197   (12,424)
                                       --------- ---------  --------  --------
Net income (loss)..................... $  10,160 $  (7,485) $(94,042) $(37,262)
                                       ========= =========  ========  ========
Net income (loss) per share........... $    0.16 $   (0.13) $  (1.53) $  (0.66)
                                       ========= =========  ========  ========
Shares used in computing per share
amounts...............................    65,328    57,070    61,511    56,680
                                       ========= =========  ========  ========
</TABLE>
--------
*  Results for the three and nine months ended September 30, 1996 are restated
   for mergers accounted for using the pooling-of-interests method.
 
  See accompanying notes to consolidated financial statements and independent
                            auditors' review report.
 
                                       5
<PAGE>
 
                  PLATINUM TECHNOLOGY, INC. AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (IN THOUSANDS)
                                  (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                            NINE MONTHS ENDED
                                                              SEPTEMBER 30,
                                                            ------------------
                                                              1997     1996 *
                                                            --------  --------
<S>                                                         <C>       <C>
Cash flows from operating activities:
  Net loss................................................. $(94,042) $(37,262)
  Adjustments to reconcile net loss to net cash provided by
   (used in)
   operating activities:
    Depreciation and amortization..........................   43,043    26,017
    Acquired in-process technology.........................   17,164    11,095
    Write-off of fixed assets, capitalized software and
     other intangible assets in conjunction with the re-
     structuring plan......................................   19,687       --
    Unrealized holding gains on marketable equity securi-
     ties..................................................  (10,274)      --
    Realized net (gain) loss on sales of investment securi-
     ties..................................................   (4,370)       30
Changes in assets and liabilities, net of acquisitions:
  Trade and installment receivables........................ (145,061)  (95,947)
  Deferred income taxes....................................    4,494   (16,864)
  Accrued interest and other current assets................  (11,223)    1,212
  Accounts payable and accrued liabilities.................   18,988    (9,742)
  Deferred revenue.........................................   13,592    19,210
  Income taxes payable.....................................     (489)   (1,106)
  Other....................................................   (8,997)    8,494
                                                            --------  --------
      Net cash used in operating activities................ (157,488)  (94,863)
                                                            --------  --------
Cash flows from investing activities:
  Purchases of investment securities.......................  (21,618)  (17,765)
  Sales of investment securities...........................    5,575    28,778
  Maturities of investment securities......................   18,505     3,919
  Purchases of property and equipment......................  (12,745)  (25,981)
  Purchased and developed software.........................  (48,717)  (27,281)
  Payments for acquisitions................................  (11,444)  (12,819)
  Other assets.............................................   (5,708)   (2,156)
                                                            --------  --------
      Net cash used in investing activities................  (76,152)  (53,305)
                                                            --------  --------
Cash flows from financing activities:
  Proceeds from the exercise of stock options and Stock
   Purchase Plan...........................................   13,611     3,451
  Proceeds from the sale of receivables....................  145,343    85,776
  Short-term borrowings....................................      --      4,427
  Payments on borrowings...................................   (5,741)   (7,874)
  Other....................................................      --        200
                                                            --------  --------
      Net cash provided by financing activities............  153,213    85,980
                                                            --------  --------
Adjustment to conform fiscal years of pooled businesses....      --       (140)
                                                            --------  --------
Net decrease in cash and cash equivalents..................  (80,427)  (62,328)
Cash and cash equivalents at the beginning of the period...  140,783   115,809
                                                            --------  --------
Cash and cash equivalents at the end of the period......... $ 60,356  $ 53,481
                                                            ========  ========
</TABLE>
--------
*  Cash flows for the nine months ended September 30, 1996 are restated for
   mergers accounted for using the pooling-of-interests method.
  See accompanying notes to consolidated financial statements and independent
                           auditors' review report.
 
                                       6
<PAGE>
 
                  PLATINUM TECHNOLOGY, INC. AND SUBSIDIARIES
 
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
NOTE 1--BASIS OF PRESENTATION
 
  The accompanying unaudited interim consolidated financial statements of
PLATINUM technology, inc. and its subsidiaries (collectively, the "Company")
reflect all adjustments which, in the opinion of management, are necessary for
a fair presentation of the results of the interim periods presented. All such
adjustments are of a normal recurring nature. Because the Company's
acquisitions of Australian Technology Resources Pty Limited ("ATR") and I&S
Informationstechnik and Services GmbH ("I&S") during the first quarter of 1997
are being treated as poolings of interests for accounting purposes,
consolidated financial statements for the periods prior to the acquisitions
have been restated to reflect the assets, liabilities and operating results of
these companies (See "Business Combinations" at Note 3). All intercompany
accounts and transactions have been eliminated.
 
  These consolidated financial statements should be read in conjunction with
the Company's audited consolidated financial statements and notes thereto for
the year ended December 31, 1996, included in the Company's Registration
Statement on Form S-1, Registration No. 333-40075, as filed with the
Securities and Exchange Commission on November 12, 1997.
 
  Certain prior period costs and expenses have been reclassified to conform to
the current period presentation.
 
NOTE 2--EARNINGS PER SHARE
 
  Net income per share is based on the weighted average number of shares
outstanding and includes the dilutive effect of unexercised common stock
equivalents. For the three months ended September 30, 1997, primary and fully-
diluted earnings per share were not different. Net loss per share is based on
the weighted average number of shares outstanding and does not include the
effect of unexercised common stock equivalents.
 
NOTE 3--BUSINESS COMBINATIONS
 
  On January 31, 1997, the Company acquired all of the outstanding capital
stock of ATR, a leading provider of information technology consulting
services, in exchange for 313,784 shares of the Company's Common Stock, $.001
par value (the "Common Stock"), which had a market value, based upon the
trading price of the Common Stock on the Nasdaq National Market ("Market
Value"), of approximately $5,000,000 at the time of the acquisition. This
acquisition was accounted for as a pooling of interests.
 
  On February 18, 1997, the Company acquired all of the outstanding capital
stock of GEJAC, Inc. ("GEJAC"), a leading provider of UNIX and NT charge-back
software, in exchange for 412,801 shares of Common Stock, which had a Market
Value of approximately $6,800,000 at the time of the acquisition. These shares
of Common Stock were issued pursuant to the Company's Registration Statement
on Form S-1 (Registration No. 333-07783). This acquisition was accounted for
under the purchase method, and a significant portion of the purchase price was
charged to acquired in-process technology in the first quarter of 1997. The
pro forma operating results (as if GEJAC had been acquired at the beginning of
each period presented) are not material to the accompanying consolidated
financial statements.
 
  On February 28, 1997, the Company acquired all of the outstanding capital
stock of I&S, a leading provider of information technology consulting
services, in exchange for 1,089,867 shares of Common Stock, which had a Market
Value of approximately $17,200,000 at the time of the acquisition. This
acquisition was accounted for as a pooling of interests.
 
  The Company incurred significant costs and expenses in connection with these
acquisitions, including investment banking and other professional fees,
employees' severance and various other expenses. Such expenses were recorded
as part of the purchase price in connection with the GEJAC acquisition. For
the acquisitions accounted for as poolings of interests, these expenses were
recorded as merger costs in the first quarter of 1997.
 
  During the second quarter of 1997, the Company acquired a Year 2000 product
technology, and a significant portion of the purchase price was charged to
acquired in-process technology.
 
                                       7
<PAGE>
 
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
 
  The following table sets forth the percentages that selected items in the
Consolidated Statements of Operations bear to total revenues. The Consolidated
Statements of Operations give retroactive effect to the acquisitions of ATR as
of January 31, 1997 and I&S as of February 28, 1997, each of which was
accounted for using the pooling-of-interests method, and as a result, the
results of operations for the three and nine months ended September 30, 1997
and 1996 are presented as if the combining companies had been consolidated for
all periods presented.
 
<TABLE>
<CAPTION>
                                          THREE MONTHS        NINE MONTHS
                                              ENDED              ENDED
                                          SEPTEMBER 30,      SEPTEMBER 30,
                                          ---------------    ----------------
                                           1997     1996      1997      1996
                                          ------   ------    ------    ------
<S>                                       <C>      <C>       <C>       <C>
Statements of Operations Data:
  Revenues:
    Software products....................     58%      50%       54%       48%
    Maintenance..........................     20       22        22        24
    Professional services................     22       28        24        28
                                          ------   ------    ------    ------
      Total revenues.....................    100      100       100       100
                                          ------   ------    ------    ------
  Costs and expenses:
    Professional services................     20       25        22        27
    Product development and support......     30       34        34        36
    Sales and marketing..................     36       39        38        40
    General and administrative...........      8        7        11         8
    Restructuring charges................    --       --         14       --
    Merger costs.........................    --       --          1         2
    Acquired in-process technology.......    --         4         4         4
                                          ------   ------    ------    ------
      Total costs and expenses...........     94      109       124       117
                                          ------   ------    ------    ------
  Operating income (loss)................      6       (9)      (24)      (17)
  Other income, net......................      3        1         3         1
                                          ------   ------    ------    ------
  Income (loss) before income taxes......      9       (8)      (21)      (16)
  Income taxes...........................      3       (2)        2        (4)
                                          ------   ------    ------    ------
  Net income (loss)......................      6%      (6)%     (23)%     (12)%
                                          ======   ======    ======    ======
</TABLE>
 
REVENUES
 
  The Company's revenues currently are derived from three sources: 1) license
and upgrade fees for licensing the Company's proprietary and other parties'
software products and providing additional processing capacity on already-
licensed products, 2) maintenance fees for maintaining, supporting and
providing updates and enhancements to software products, and 3) revenues from
the Company's professional services business. Total revenues for the third
quarter of 1997 were $160,201,000, an increase of $39,887,000, or 33%, as
compared to $120,314,000 for the third quarter of 1996. Total revenues for the
first nine months of 1997 were $412,262,000, an increase of $95,692,000, or
30%, as compared to $316,570,000 for the same period in 1996.
 
  Revenues from domestic (U.S.) customers represented 71% of total revenues
for the third quarter of both 1997 and 1996 and 70% and 71% for the first nine
months of 1997 and 1996, respectively. Domestic revenues are generated
primarily by the Company's direct sales force (which visits customer sites to
assist with trials, to demonstrate product features and to close sales
transactions) and inside sales force (which predominantly supports the direct
sales force by developing sales leads and arranging product evaluations), as
well as a telemarketing organization. Since January 1, 1997, the Company has
organized its domestic direct sales
 
                                       8
<PAGE>
 
force by regions throughout the United States. The Company formerly combined
the domestic and Canadian sales forces to represent the North American sales
force. The Canadian sales team is now part of the Company's international
sales force.
 
  Revenues from international customers represented 29% of total revenues for
the third quarter of both 1997 and 1996 and 30% and 29% for the first nine
months of 1997 and 1996, respectively. The Company generates substantially all
of its international revenues through a network of wholly-owned subsidiaries,
utilizing direct and inside sales forces. During the first nine months of
1997, the Company experienced 35% growth in total international revenues, as
compared to the same period in 1996, resulting primarily from increases of 47%
and 20%, respectively, in international software products revenues and
professional services revenues. The Company's increased focus on international
sales efforts and expansion of its international operations over the past 15
months, partially through the acquisition of existing businesses, contributed
significantly to the growth in international revenues.
 
  SOFTWARE PRODUCTS. Software products revenues for the third quarter of 1997
were $92,487,000, an increase of $32,535,000, or 54%, as compared to
$59,952,000 for the third quarter of 1996. Software products revenues for the
first nine months of 1997 were $221,424,000, an increase of $69,349,000, or
46%, as compared to $152,075,000 for the first nine months of 1996. The
Company has continued to experience growth in software products revenues
across all business units; revenues for the Company's database management,
systems management, application lifecycle and data warehouse business units
increased by 29%, 56%, 34% and 74%, respectively, during the first nine months
of 1997, as compared to the same prior-year period. The Company believes this
growth was primarily attributable to the continued marketplace acceptance of
the Company's point products, product bundles and integrated product suites,
resulting in increasingly larger sales transactions. Additionally, the
Company's Year 2000 product suite, first introduced in the third quarter of
1996, contributed significantly to the growth in revenues of the data
warehouse business unit during the first nine months of 1997.
 
  MAINTENANCE. Maintenance revenues for the third quarter of 1997 were
$31,542,000, an increase of $4,513,000, or 17%, as compared to $27,029,000 for
the third quarter of 1996. Maintenance revenues for the first nine months of
1997 were $91,626,000, an increase of $16,933,000, or 23%, as compared to
$74,693,000 for the first nine months of 1996. Maintenance revenues are
derived from recurring fees charged to perpetual license customers and the
implicit first-year maintenance fees bundled in certain software product
licenses. The Company provides maintenance customers with technical support
and product enhancements. Maintenance revenues are deferred and recognized
ratably over the term of the agreement. The increase in maintenance revenues
was primarily attributable to the expansion of the Company's installed
customer base, from which maintenance fees are derived. Because maintenance
fees are implicit in certain new software product licenses, the increase in
software licensing transactions also contributed to the increase in
maintenance revenues.
 
  PROFESSIONAL SERVICES. Professional services revenues are associated with
the Company's consulting services business and educational programs.
Professional services revenues for the third quarter of 1997 were $36,172,000,
an increase of $2,839,000, or 9%, as compared to $33,333,000 for the third
quarter of 1996. Professional service revenues for the first nine months of
1997 were $99,212,000, an increase of $9,410,000, or 11%, as compared to
$89,802,000 for the first nine months of 1996. The growth in professional
services revenues was primarily attributable to an increase in billable
consultants, as well as a higher ratio of billable hours to total hours worked
during the third quarter and first nine months of 1997 as compared to the same
periods in 1996. Additionally, the Company established new professional
services specialty practices near the end of 1996, including a Year 2000
consulting group. The revenues generated from these new practices also
contributed to the increase in professional services revenues.
 
COSTS AND EXPENSES
 
  Total expenses for the third quarter of 1997 were $149,648,000, an increase
of $18,907,000, or 14%, over expenses of $130,741,000 ($126,651,000 excluding
acquired in-process technology costs) for the third quarter of 1996. Total
expenses for the nine months ended September 30, 1997 were $512,131,000, an
increase of
 
                                       9
<PAGE>
 
$143,252,000, or 39%, as compared to $368,879,000 for the nine months ended
September 30, 1996. Total expenses, excluding restructuring charges, merger
costs and acquired in-process technology costs, for the nine months ended
September 30, 1997 were $433,942,000, an increase of $81,940,000, or 23%, as
compared to $352,002,000 for the nine months ended September 30, 1996. Total
expenses, excluding restructuring charges, merger costs and acquired in-
process technology costs, represented 94% and 105% of total revenues for the
third quarter and first nine months of 1997, respectively, as compared to 105%
and 111% for the same periods in 1996. Total expenses increased in the third
quarter and first nine months of 1997 as compared to the same prior-year
periods due to greater variable expenses related to higher revenue results, as
well as increased costs, including training and system support expenses,
associated with integrating recently acquired companies. Additionally, a
restructuring charge related to the Company's restructuring plan (as discussed
below under "Restructuring Charges"), recorded in the second quarter of 1997,
contributed to the increase in total expenses for the nine-month period ended
September 30, 1997 as compared to the same period in 1996. Total expenses,
excluding restructuring charges, merger costs and acquired in-process
technology costs, decreased as a percentage of total revenues for the third
quarter and first nine months of 1997, as compared to the same prior-year
periods, due to overall cost containment efforts as well as the savings
realized from the restructuring plan.
 
  PROFESSIONAL SERVICES. Costs of professional services for the third quarter
of 1997 were $31,673,000, an increase of $1,500,000, or 5%, as compared to
$30,173,000 for the third quarter of 1996. Costs of professional services for
the first nine months of 1997 were $90,703,000, an increase of $5,623,000, or
7%, as compared to $85,080,000 for the first nine months of 1996. Professional
services expenses represented 88% and 91% of professional service revenues for
the third quarter and first nine months of 1997, respectively, as compared to
91% and 95%, respectively, for the same periods in 1996. As part of the
overall restructuring plan, the Company realigned the professional services
business during the first six months of 1997 through the consolidation of
redundant functions. The savings realized from the restructuring plan, as well
as the increased productivity of the consulting staff, contributed to the
decrease in professional services expenses as a percentage of professional
services revenues for the third quarter and first nine months of 1997 as
compared to the same prior-year periods. The Company anticipates that
professional services expenses will continue to decrease as a percentage of
professional services revenues through 1998.
 
  PRODUCT DEVELOPMENT AND SUPPORT. Product development and support expenses
for the third quarter of 1997 were $47,653,000, an increase of $6,416,000, or
16%, as compared to $41,237,000 for the third quarter of 1996. Product
development and support expenses for the first nine months of 1997 were
$139,038,000, an increase of $26,162,000, or 23%, as compared to $112,876,000
for the first nine months of 1996. Product development and support expenses
represented 30% and 34% of total revenues for the third quarter and first nine
months of 1997, respectively, as compared to 34% and 36% for the same periods
in 1996. The increase in development and support expenses during the third
quarter and first nine months of 1997 was primarily attributable to the
following factors: higher employee-related expenses associated with expanded
product offerings as well as continued product integration and
internationalization efforts; an increase in information technology costs to
support the expanded development efforts and product offerings; increased
allocation of overhead costs; higher travel expenses associated with the
Company's product integration efforts and expanded product offerings; and
higher bonuses and royalty expenses related to greater revenues during the
third quarter and first nine months of 1997 as compared to the same periods in
1996. During the first nine months of 1997, the Company has been consolidating
certain product development and support efforts to coincide with its product
integration focus. As a result of these consolidation efforts, the Company has
reduced development and support expenses as a percentage of total revenues for
the three and nine month periods ended September 30, 1997.
 
  For the third quarters of 1997 and 1996, the Company capitalized $9,254,000
and $6,505,000, respectively, of software development costs net of related
amortization expense, in accordance with Statement of Financial Accounting
Standards ("SFAS") No. 86, "Accounting for the Costs of Computer Software to
Be Sold, Leased,
 
                                      10
<PAGE>
 
or Otherwise Marketed." For the first nine months of 1997 and 1996, the
Company capitalized $27,846,000 and $18,626,000, respectively, of software
development costs net of related amortization expense.
 
  SALES AND MARKETING. Sales and marketing expenses for the third quarter of
1997 were $57,696,000, an increase of $10,573,000, or 22%, as compared to
$47,123,000 for the third quarter of 1996. Sales and marketing expenses for
the first nine months of 1997 were $157,833,000, an increase of $29,823,000,
or 23%, as compared to $128,010,000 for the first nine months of 1996. Sales
and marketing expenses represented 36% and 38% of total revenues for the third
quarter and first nine months of 1997, respectively, as compared to 39% and
40% for the same periods in 1996. The increase in these expenses for the third
quarter and first nine months of 1997, as compared to the same periods in
1996, was primarily attributable to the significant expansion of the domestic
and international outside sales force. Also contributing to the increase were
higher commission expenses associated with the increase in software products
revenues. During the second quarter of 1997, the Company realigned its inside
sales force to be more compatible with its strategy of providing complete
software infrastructure solutions and to correspond with the restructuring
plan. This realignment resulted in an approximate 45% reduction in the inside
sales force. The Company also consolidated certain remote sales facilities.
Consequently, sales and marketing expenses as a percentage of total revenues
decreased for the third quarter and first nine months of 1997, as compared to
the same prior-year periods. The Company expects this trend to continue into
1998.
 
  GENERAL AND ADMINISTRATIVE. General and administrative expenses for the
third quarter of 1997 were $12,626,000, an increase of $4,508,000, or 56%, as
compared to $8,118,000 for the third quarter of 1996. General and
administrative expenses for the first nine months of 1997 were $46,368,000, an
increase of $20,332,000, or 78%, as compared to $26,036,000 for the first nine
months of 1996. General and administrative expenses represented 8% and 11% of
total revenues for the third quarter and first nine months of 1997,
respectively, as compared to 7% and 8%, respectively, for the same periods in
1996. The increase in general and administrative expenses during the third
quarter of 1997 was primarily attributable to the costs associated with
maintaining the infrastructure to support the restructured company, such as
computer system upgrades, consulting fees and legal services. These factors
also contributed to the significant increase in general and administrative
expenses for the first nine months of 1997 as compared to the same prior-year
period. The increase for the first nine months of 1997 was also attributable
to total charges of $13,513,000 recorded during the second quarter of 1997 for
write-offs of certain assets, as well as severance and other employee-related
expenses, related to the integration procedures discussed below. In
conjunction with the restructuring plan executed during the second quarter of
1997, the Company also performed additional integration procedures related to
past acquisition activity. The Company evaluated the fair values of assets
recorded through prior acquisitions and identified certain trade receivables,
prepaid expenses and intangible assets which had no future value. The
respective balances of these assets were written-off during the second quarter
of 1997. Additionally, the Company expensed severance and other employee
benefits, including guaranteed bonuses, for certain employees of acquired
companies who were terminated as a result of the integration efforts, but not
specifically as part of the restructuring plan.
 
  RESTRUCTURING CHARGES. During the second quarter of 1997, the Company
executed a restructuring plan to consolidate its sales, marketing, business
development and product development operations to achieve cost efficiencies
through the elimination of redundant functions. These redundancies resulted
primarily from businesses acquired over the last three years. The Company also
realigned its business units and inside sales force to redirect focus on its
strongest product lines and better integrate the efforts of certain product
development teams. As part of the plan, the Company reduced its worldwide work
force by approximately 10%, eliminating approximately 400 positions primarily
in the areas of product development and support, marketing and inside sales
and, to a lesser extent, professional services and administration.
 
  The Company recorded a one-time charge of $57,319,000 during the second
quarter of 1997 related to the restructuring plan. The restructuring charge
included the following expenses: $23,834,000 for facility-related
 
                                      11
<PAGE>
 
costs, including a reserve for estimated lease obligations associated with the
closing of office facilities; $3,708,000 for write-offs of excess equipment,
furniture and fixtures; $16,859,000 for write-offs of capitalized software
costs and other intangible assets related to the redirection of product
development efforts as well as penalties for the cancellation of
distributorship agreements; and $12,918,000 for severance and other employee-
related costs of the terminated staff. Of the $57,319,000 restructuring
charge, the Company paid out approximately $7,905,000 and wrote-off
$19,687,000 of non-cash charges during the second quarter of 1997. During the
third quarter of 1997, the Company made payments of approximately $3,921,000
related to the restructuring accrual. Consequently, the Company had
$25,806,000 of accrued restructuring costs recorded as of September 30, 1997.
The Company anticipates that approximately $3,000,000 of the restructuring
accrual will be paid out during the fourth quarter of 1997, and approximately
$7,000,000 will be paid out during 1998. From 1999 through 2002, the Company
estimates that annual restructuring payments will be approximately $3,500,000
and that substantially all of the cash disbursements related to the
restructuring plan will be completed by the end of the year 2003.
 
  The Company currently expects to realize a reduction in annual operating
expenses of approximately $40,000,000 in subsequent years as a result of the
restructuring, without an adverse impact on revenues. However, there can be no
assurance as to the ultimate effects of the restructuring plan on the
Company's operating results.
 
  MERGER COSTS. The Company did not incur merger costs during the third
quarter of either 1997 or 1996. Merger costs were $3,706,000 and $5,782,000
for the nine months ended September 30, 1997 and 1996, respectively. Merger
costs relate to acquisitions accounted for as poolings of interests and
include investment banking and other professional fees, employee severance
payments, costs of closing excess office facilities and various other
expenses. The Company may continue to incur merger costs in connection with
future acquisitions accounted for as poolings of interests. These costs will
be expensed in the period in which the transactions are consummated.
 
  ACQUIRED IN-PROCESS TECHNOLOGY. The Company did not incur acquired in-
process technology costs during the third quarter of 1997. Acquired in-process
technology costs were $17,164,000 for the nine months ended September 30,
1997. The Company incurred acquired in-process technology costs of $4,090,000
and $11,095,000 for the third quarter and first nine months of 1996,
respectively. Acquired in-process technology costs relate to acquisitions of
software companies and product technologies. These acquisitions were accounted
for under the purchase method, and portions of the purchase prices were
allocated to acquired in-process technology.
 
  Prior to completing these acquisitions, the Company conducted reviews in
order to determine the fair market value of the organizations and technologies
to be acquired. These reviews consisted of an evaluation of existing products,
research and development in process (projects that had not reached
technological feasibility and had no alternative future use), customers,
financial position and other matters. The acquired in-process research and
development represents unique and emerging technologies, the application of
which is limited to the Company's software infrastructure strategy.
Accordingly, these acquired technologies have no alternative future use. The
Company believes it has budgeted adequate research and development resources
to complete the contemplated projects over time periods ranging from six to
eighteen months from the dates of acquisition. The Company may continue to
incur charges for acquired in-process technology in connection with future
acquisitions, which will reduce operating and net income for the periods in
which the acquisitions are consummated.
 
OTHER INCOME
 
  Other income for the third quarter of 1997 was $4,512,000, an increase of
$4,024,000, or 825%, as compared to $488,000 for the third quarter of 1996.
Other income for the first nine months of 1997 was $12,024,000, an increase of
$9,401,000, or 358%, as compared to $2,623,000 for the first nine months of
1996.
 
                                      12
<PAGE>
 
The increase in other income during the third quarter and first nine months of
1997 was primarily attributable to the following factors: realized gains on
the sale of trading securities; unrealized holding gains on trading securities
whose market values increased over the quarterly and nine-month periods ended
September 30, 1997; and unrealized holding gains that resulted from the
reclassification of certain available-for-sale securities into the trading
classification. Because unrealized holding gains and losses for trading
securities are reflected in pre-tax earnings, fluctuations in the market value
of these securities are continuously recorded as additions to or deductions
from other income until the securities are sold. The increase in other income
for the third quarter and first nine months of 1997, as compared to the same
prior-year periods, was partially offset by interest expense on the Company's
convertible subordinated notes issued in November 1996.
 
INCOME TAXES
 
  The Company's effective tax rate for the third quarter and first nine months
of 1997, excluding the Federal tax effect of acquired in-process technology
charges and merger costs relating to certain acquisitions, restructuring
charges and the integration-related charges discussed in "General and
Administrative" above, was 33% and 29%, respectively. This compares to an
effective tax rate of 34% and 36% for the same periods in 1996. For the third
quarter of 1997, the Company reported income tax expense of $4,905,000, on
pre-tax income of $15,065,000. The Company recorded total income tax expense
of $6,197,000, on a pre-tax loss of $87,845,000, for the first nine months of
1997. This total income tax expense of $6,197,000 included an amount of
$1,127,000 based on the Company's 29% effective tax rate, plus an additional
$5,070,000 recorded in the second quarter of 1997 to reduce the deferred tax
asset balance. The Company reduced its deferred tax asset during the second
quarter of 1997 so that it would reflect an asset amount that will, more
likely than not, be realized based on the lower estimated annual taxable
income resulting from the restructuring plan.
 
RECENT DEVELOPMENTS
 
  On October 3, 1997, the Company acquired all of the outstanding capital
stock of ProMetrics Group Limited ("ProMetrics"), a leading provider of
productivity management software, in exchange for approximately $2,000,000 in
cash plus 364,396 shares of Common Stock, which had a Market Value of
approximately $8,200,000 at the time of the acquisition. This acquisition will
be accounted for under the purchase method, and a significant portion of the
purchase price will be charged to acquired in-process technology in the fourth
quarter of 1997.
 
LIQUIDITY AND CAPITAL RESOURCES
 
  As of September 30, 1997, the Company held approximately $111,437,000 of
cash, cash equivalents and investments as compared to $185,673,000 as of
December 31, 1996. See "Cash Flows" below.
 
  The Company had trade and installment accounts receivable, net of
allowances, of $200,625,000 and $200,399,000 as of September 30, 1997 and
December 31, 1996, respectively. The Company licenses software products and
provides services to customers in diversified industries and geographic
regions and, therefore, has no significant concentration of credit risk.
Historically, a substantial amount of the Company's revenues have been
recorded in the third month of any given quarter, with a concentration of such
revenues in the last week of the third month. This trend results in a high
balance of accounts receivable relative to reported revenues at the end of any
quarterly reporting period.
 
  In recent years, the Company's sources of liquidity have primarily been
funds from capital markets, including bank facilities, and sales of
installment receivables. The Company believes the funding available to it from
these sources will be sufficient to satisfy its working capital requirements
for the foreseeable future. The Company's capital requirements are primarily
dependent on management's business plan regarding the levels and timing of
investments in existing and newly-acquired businesses and technologies. These
plans and the related capital requirements may change based upon various
factors, such as the Company's strategic opportunities, developments in the
Company's markets, the timing of closing and integrating acquisitions and the
conditions of financial markets.
 
                                      13
<PAGE>
 
  The Company sells a significant portion of its installment receivables to
third parties. Installment receivables represent amounts collectible on long-
term financing arrangements and include fees for product licenses, upgrades
and maintenance, sometimes also bundled with professional services contracts.
Installment receivables are generally financed over three to five years, with
interest payable on the license and upgrade portions only. Over the past 21
months, the Company has executed an increasingly greater number and higher
dollar value of sales transactions having long-term financing arrangements,
primarily attributable to sales of product bundles and integrated product
suites. Consequently, the Company's volume of installment receivable sales has
increased significantly over the past 21 months.
 
  The Company receives proceeds equal to the entire installment receivable
balance sold to a third party finance company, net of interest payable by the
Company. The finance company collects customer remittances over the term of
the agreement to which the installment receivable relates. Proceeds from the
sale of receivables for the first nine months of 1997 and 1996 were
$145,343,000 and $85,776,000, respectively. A portion of the receivables were
sold with recourse provisions. As of September 30, 1997, the Company's maximum
exposure under recourse provisions was approximately $19,600,000. The Company
has assessed the exposure related to these recourse provisions and determined
the potential liability to be minimal. The Company anticipates that the volume
of installment receivable sales will continue to increase in the fourth
quarter of 1997, corresponding to expected increases in revenues.
 
  The Company's installment receivables are recorded net of unamortized
discounts and deferred maintenance fees. When these receivables are sold, the
Company reduces the gross installment receivable balance. Additionally, the
Company reclassifies the deferred maintenance, which was previously reflected
as a reduction of the related installment receivable balance, to an
obligation. The deferred maintenance is recognized into income ratably over
the term of the maintenance agreement.
 
  The Company had other long-term obligations of $115,798,000 and $115,803,000
as of September 30, 1997 and December 31, 1996, respectively. In November
1996, the Company issued $115,000,000 of convertible subordinated notes due
November 15, 2001, which constitute the majority of the long-term obligations
balance at September 30, 1997 and December 31, 1996.
 
  The Company currently has an unsecured bank line of credit of $25,000,000,
under which borrowings bear interest at rates ranging from approximately LIBOR
plus 1% to the bank's prime rate. As of November 12, 1997, the Company had
$10,000,000 of short-term borrowings outstanding under this line of credit and
had aggregate letters of credit outstanding for approximately $10,372,000,
with expiration dates ranging from November 1997 through September 1998. These
letters of credit reduce the available line of credit balance. The Company is
in the process of increasing its line of credit.
 
CASH FLOWS
 
  Cash used in operating activities was $157,488,000 and $94,863,000 for the
first nine months of 1997 and 1996, respectively. Cash used in operating
activities in the first nine months of 1997 consisted of the following net
cash outflows: a net loss of $94,042,000, partially offset by non-cash charges
for depreciation and amortization of $43,043,000, write-offs of assets in
conjunction with the restructuring plan of $19,687,000 and acquired in-process
technology of $13,664,000 (net of $3,500,000 of cash payments related to
acquired in-process technology); an increase in trade and installment
receivables, before sales to third parties, of $145,061,000, partially offset
by an increase in deferred revenue of $13,592,000 which were both due to high
quarter-end sales volume; a net increase in other working capital accounts of
$11,712,000; and a net increase in other non-current assets of $8,997,000.
These cash outflows were partially off-set by cash inflows related to a net
increase in accounts payable and other accrued liabilities, the most
significant being accrued restructuring charges, of $18,988,000 and a decrease
in deferred income taxes of $4,494,000. Cash used in operating activities in
the first nine months of 1996 was attributable to the net effect of the
following cash outflows: a net loss of $37,262,000, including a deferred tax
benefit of $12,424,000, substantially offset by non-cash charges of
$26,017,000 for depreciation and amortization and $7,793,000 for acquired in-
process technology (net of
 
                                      14
<PAGE>
 
$3,302,000 of cash payments related to acquired in-process technology); an
increase in trade and installment receivables, before sales to third parties,
of $95,947,000, partially offset by an increase in deferred revenue of
$19,210,000; and a net decrease in accounts payable and other accrued
liabilities of $9,742,000. These cash outflows were partially offset by cash
inflows from a net decrease in other non-current assets of $8,494,000 and a
net decrease in working capital accounts of $106,000.
 
  Cash used in investing activities was $76,152,000 in the first nine months
of 1997 as compared to $53,305,000 in the first nine months of 1996. During
the first nine months of 1997 and 1996, the Company invested $48,717,000 and
$27,281,000, respectively, in purchased and developed software. The increased
investment in purchased and developed software for the first nine months of
1997 was due primarily to the Company's intensified focus on product
integration, as well as the acquisition of new product technologies. The
Company also invested resources for property and equipment of $12,745,000 and
$25,981,000 in the first nine months of 1997 and 1996, respectively. The
decrease in payments for property and equipment during the first nine months
of 1997 was primarily attributable to the restructuring plan and overall cost
containment efforts. The Company paid $17,152,000 and $14,975,000 for
acquisitions and other equity investments in the first nine months of 1997 and
1996, respectively. Proceeds from sales and maturities of investment
securities, net of purchases, were $2,462,000 and $14,932,000 for the first
nine months of 1997 and 1996, respectively.
 
  Cash flows from financing activities were $153,213,000 and $85,980,000 in
the first nine months of 1997 and 1996, respectively. Sales of installment
receivables were $145,343,000 in the first nine months of 1997 as compared to
$85,776,000 in the first nine months of 1996. (See "Liquidity and Capital
Resources" for a more detailed discussion of installment receivable sales.)
The Company received proceeds of $13,611,000 and $3,451,000 during the nine
months ended September 30, 1997 and 1996, respectively, from the exercise of
stock options and under the Stock Purchase Plan, first implemented in the
third quarter of 1996. In the first nine months of 1997 and 1996, the Company
made net payments on short-term borrowings of $5,741,000 and $3,447,000,
respectively, relating primarily to notes payable of acquired companies.
 
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
 
  In February 1997, the Financial Accounting Standards Board issued SFAS No.
128, "Earnings Per Share." Implementation of SFAS No. 128 is required for
periods ending after December 15, 1997. The standard establishes new methods
for computing and presenting earnings per share ("EPS") and replaces the
presentation of primary and fully-diluted EPS with basic and diluted EPS. The
new methods under this standard would not have had an impact on the Company's
EPS for the three and nine month periods ended September 30, 1997 and 1996.
 
  In June 1997, the Financial Accounting Standards Board issued SFAS No. 130,
"Reporting Comprehensive Income." The Company is required to adopt SFAS No.
130 for periods beginning after December 15, 1997. This statement establishes
standards for reporting comprehensive income and its components in a full set
of general purpose financial statements. The standard requires all items that
are required to be recognized under accounting standards as components of
comprehensive income to be reported in a financial statement that is displayed
in equal prominence with the other financial statements. The standard is not
expected to have a material impact on the Company's current presentation of
income.
 
  In June 1997, the Financial Accounting Standards Board also issued SFAS No.
131, "Disclosures about Segments of an Enterprise and Related Information."
The Company is required to adopt the disclosures of SFAS No. 131 in the
December 31, 1998 annual financial statements. This statement establishes
standards for the way companies are to report information about operating
segments. It also establishes standards for related disclosures about products
and services, geographic areas and major customers. The Company is currently
evaluating the impact of this standard on its financial statements.
 
SAFE HARBOR PROVISION
 
  This Form 10-Q contains certain statements which reflect the Company's
expectations regarding its future growth, results of operations, performance
and business prospects and opportunities. Wherever possible, words
 
                                      15
<PAGE>
 
such as "anticipate," "plan," "expect," "believe," "estimate" and similar
expressions have been used to identify these "forward-looking" statements, but
are not the exclusive means of identifying such statements. These statements
reflect the Company's current beliefs and specific assumptions with respect to
future business decisions and are based on information currently available to
the Company. Accordingly, these statements are subject to significant risks,
uncertainties and contingencies which could cause the Company's actual growth,
results, performance and business prospects and opportunities to differ from
those expressed in, or implied by, these statements. These risks,
uncertainties and contingencies include the maturation and success of the
Company's software infrastructure system strategy, risks inherent in
conducting international business, risks associated with conducting a
professional services business, changes in the Company's product and service
mix and product and service pricing, the effectiveness of the Company's
efforts to control operating expenses, general economic and business
conditions in the United States and other countries in which the Company sells
its products and services, charges and costs related to acquisitions, and the
Company's ability to: develop and market existing and acquired products for
the software infrastructure market; successfully integrate its acquired
products, services and businesses and continue its acquisition strategy;
adjust to changes in technology, customer preferences, enhanced competition
and new competitors in the software infrastructure and professional services
markets; protect its proprietary software rights from infringement or
misappropriation; maintain or enhance its relationships with relational
database vendors; and attract and retain key employees. The Company is not
obligated to update or revise these forward-looking statements to reflect new
events or circumstances.
 
                                      16
<PAGE>
 
                          PART II--OTHER INFORMATION
 
ITEM 1. LEGAL PROCEEDINGS
 
  See the Company's Annual Report on Form 10-K for the year ended December 31,
1996 for a discussion of Computer Associates' International, Inc., and
L'Agence pour la Protection des Programmes v. La Societe Faster, S.A.R.L.
(Commercial Court of Bobigny, Paris, France).
 
  The Company is also subject to certain other legal proceedings and claims
which have arisen in the ordinary course of business and which have not been
fully adjudicated. Management currently believes the ultimate outcome of such
matters and the matter referred to above will not have a material adverse
effect on the Company's results of operations or financial position.
 
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
 
  A. Exhibits
 
<TABLE>
     <C>        <S>
     Exhibit 10 Amendment Number Seven, dated as of September 16, 1997, to the
                Office Lease, dated as of May 6, 1992, between the Company and
                LaSalle National Trust N.A., as Trustee, incorporated by
                reference to Exhibit 10.42 to the Company's Registration
                Statement on Form S-1, Registration No. 333-40075.
     Exhibit 11 Computation of Net Income (Loss) Per Share
     Exhibit 15 Acknowledgment of Independent Certified Public Accountants
                Regarding Independent Auditors' Review Report.
     Exhibit 27 Financial Data Schedule
</TABLE>
 
  B. Reports on Form 8-K
 
    The Company did not file any reports on Form 8-K during the third quarter
  of 1997.
 
                                      17
<PAGE>
 
                                   SIGNATURES
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.
 
                                          Platinum technology, inc.
 
                                                 /s/ Andrew J. Filipowski
Date: November 13, 1997                   By: _________________________________
                                                   Andrew J. Filipowski,
                                            President, Chief Executive Officer
                                             (principal executive officer) and
                                            Chairman of the Board of Directors
 
 
Date: November 13, 1997                          /s/ Michael P. Cullinane
                                          By: _________________________________
                                                   Michael P. Cullinane,
                                              Executive Vice President, Chief
                                                         Financial
                                             Officer (principal financial and
                                                        accounting
                                            officer), Treasurer and a Director
 
                                       18