<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: JUNE 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 August 12, 1997, there were outstanding 61,833,639 shares of common
stock, par value $.001, of the registrant.
 
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<PAGE>
 
                   PLATINUM TECHNOLOGY, INC. AND SUBSIDIARIES
 
                          QUARTER ENDED JUNE 30, 1997
 
                                     INDEX
 
<TABLE>
<CAPTION>
                                                                          PAGE
                                                                          ----
 <C>        <S>                                                           <C>
 PART I--FINANCIAL INFORMATION
    Item 1. Financial Statements
            Independent Auditors' Review Report ........................     3
            Consolidated Balance Sheets as of June 30, 1997 (unaudited)
            and December 31, 1996
            (unaudited).................................................     4
            Consolidated Statements of Operations for the three months
            and six months ended June 30, 1997 (unaudited) and 1996
            (unaudited).................................................     5
            Consolidated Statements of Cash Flows for the six months
            ended June 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..................................................  8-15
 PART II--OTHER INFORMATION
    Item 1. Legal Proceedings...........................................    16
    Item 4. Submission of Matters to a Vote of Security-Holders.........    16
    Item 6. Exhibits and Reports on Form 8-K............................    16
 SIGNATURES..............................................................   17
</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 June 30, 1997, and the related consolidated statements
of operations for the three and six month periods ended June 30, 1997 and 1996
and cash flows for the six month periods ended June 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.
 
                                          KPMG Peat Marwick LLP
 
Chicago, Illinois
July 22, 1997
 
                                       3
<PAGE>
 
                   PLATINUM TECHNOLOGY, INC. AND SUBSIDIARIES
 
                          CONSOLIDATED BALANCE SHEETS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                  (UNAUDITED)
 
<TABLE>
<CAPTION>
                         ASSETS                          JUNE 30,  DECEMBER 31,
                                                           1997       1996*
    ---------------------------------------------------------------------------------------  ------------
<S>                                                      <C>       <C>
Current assets:
  Cash and cash equivalents............................. $ 72,941    $140,783
  Short-term investment securities......................   53,155      42,755
  Trade accounts receivable, net of allowances of $1,674
   and $2,503...........................................  144,076     165,131
  Installment accounts receivable, net of allowances of
   $427 and $395........................................    8,079      13,603
  Accrued interest and other current assets.............   22,964      11,729
  Refundable income taxes...............................      364         629
                                                         --------    --------
    Total current assets................................  301,579     374,630
                                                         --------    --------
Non-current investment securities.......................    1,944       2,135
Property and equipment, net.............................   71,920      72,750
Purchased and developed software, net...................   92,102      82,438
Excess of cost over net assets acquired, net of accumu-
 lated amortization of $12,665
 and $10,610............................................   35,511      37,382
Non-current installment receivables, net of allowances
 of $786 and $816.......................................   22,880      21,665
Other assets............................................   30,655      27,572
                                                         --------    --------
    Total assets........................................ $556,591    $618,572
                                                         ========    ========
<CAPTION>
    -------------------------------------------------------------------------------LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                                      <C>       <C>
Current liabilities:
  Acquisition-related payables.......................... $  5,997    $  7,872
  Income taxes payable..................................    1,627       2,420
  Accounts payable......................................   21,094      15,436
  Accrued commissions and bonuses.......................    4,595      10,622
  Accrued royalties.....................................    6,361       3,913
  Accrued restructuring costs...........................   29,727         --
  Other accrued liabilities.............................   28,239      29,798
  Current maturities of long-term obligations...........    3,732       3,246
  Deferred revenue......................................   77,695      84,166
                                                         --------    --------
    Total current liabilities...........................  179,067     157,473
                                                         --------    --------
Acquisition-related payables............................    2,502       2,502
Deferred revenue........................................   54,031      38,674
Deferred rent...........................................    8,470       8,360
Long-term obligations, net of current maturities........  116,409     115,803
                                                         --------    --------
    Total liabilities...................................  360,479     322,812
                                                         --------    --------
Stockholders' equity:
  Class II preferred stock, $.01 par value. Authorized
   10,000, none outstanding.                                  --          --
  Common stock, $.001 par value. Authorized 180,000, is-
   sued and outstanding
   61,717 and 60,577....................................       62          61
  Paid-in capital.......................................  500,599     487,417
  Accumulated deficit................................... (312,990)   (208,788)
  Unrealized holding gains on marketable securities.....   11,350      17,805
  Foreign currency translation adjustment...............   (2,909)       (735)
                                                         --------    --------
    Total stockholders' equity..........................  196,112     295,760
                                                         --------    --------
    Total liabilities and stockholders' equity.......... $556,591    $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.
 
                                       4
<PAGE>
 
                   PLATINUM TECHNOLOGY, INC. AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                  (UNAUDITED)
 
<TABLE>
<CAPTION>
                                          THREE MONTHS
                                             ENDED          SIX MONTHS ENDED
                                            JUNE 30,            JUNE 30,
                                        -----------------  -------------------
                                          1997    1996 *     1997      1996 *
                                        --------  -------  ---------  --------
<S>                                     <C>       <C>      <C>        <C>
Revenues:
  Software products.................... $ 71,298  $52,768  $ 128,937  $ 92,123
  Maintenance..........................   31,137   25,128     60,084    47,664
  Professional services................   34,003   29,301     63,040    56,469
                                        --------  -------  ---------  --------
    Total revenues.....................  136,438  107,197    252,061   196,256
                                        --------  -------  ---------  --------
Costs and expenses:
  Professional services................   30,520   28,369     59,030    54,907
  Product development and support......   47,249   37,030     91,385    71,639
  Sales and marketing..................   49,665   42,139    100,137    80,887
  General and administrative...........   22,274    9,460     33,742    17,918
  Restructuring charges................   57,319      --      57,319       --
  Merger costs.........................      --       --       3,706     5,782
  Acquired in-process technology.......    6,747      --      17,164     7,005
                                        --------  -------  ---------  --------
    Total costs and expenses...........  213,774  116,998    362,483   238,138
                                        --------  -------  ---------  --------
Operating loss.........................  (77,336)  (9,801)  (110,422)  (41,882)
Other income...........................    5,206    1,574      7,512     2,135
                                        --------  -------  ---------  --------
Loss before income taxes...............  (72,130)  (8,227)  (102,910)  (39,747)
Income taxes...........................    6,803   (2,671)     1,292    (9,970)
                                        --------  -------  ---------  --------
Net loss............................... $(78,933) $(5,556) $(104,202) $(29,777)
                                        ========  =======  =========  ========
Net loss per share..................... $  (1.28) $ (0.10) $   (1.70) $  (0.53)
                                        ========  =======  =========  ========
Shares used in computing per share
 amounts...............................   61,477   56,625     61,212    56,483
                                        ========  =======  =========  ========
</TABLE>
--------
*  Results for the three and six months ended June 30, 1996 are restated for
   mergers accounted for using the pooling-of-interests method.
 
 
          See accompanying notes to consolidated financial statements.
 
                                       5
<PAGE>
 
                  PLATINUM TECHNOLOGY, INC. AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (IN THOUSANDS)
                                  (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                            SIX MONTHS ENDED
                                                                JUNE 30,
                                                           -------------------
                                                             1997      1996 *
                                                           ---------  --------
<S>                                                        <C>        <C>
Cash flows from operating activities:
  Net loss................................................ $(104,202) $(29,777)
  Adjustments to reconcile net loss to net cash provided
   by (used in) operating
   activities:
    Depreciation and amortization.........................    27,067    16,183
    Acquired in-process technology........................    17,164     7,005
    Write-off of fixed assets, capitalized software and
     other intangible assets
     in conjunction with the restructuring plan...........    19,687       --
    Unrealized holding gains on marketable equity securi-
     ties.................................................    (5,050)      --
    Realized net gain on sales of investment securities...    (3,596)      --
Changes in assets and liabilities, net of acquisitions:
  Trade and installment receivables.......................   (67,928)  (49,993)
  Deferred income taxes...................................      (351)  (10,488)
  Accrued interest and other current assets...............   (11,140)    2,782
  Accounts payable and accrued liabilities................    23,386    (3,294)
  Deferred revenue........................................     8,886     9,334
  Income taxes payable....................................      (528)     (780)
  Other...................................................    (6,702)    2,069
                                                           ---------  --------
      Net cash used in operating activities...............  (103,307)  (56,959)
                                                           ---------  --------
Cash flows from investing activities:
  Purchases of investment securities......................   (19,616)  (17,765)
  Sales of investment securities..........................     4,598    20,377
  Maturities of investment securities.....................     7,098     3,919
  Purchases of property and equipment.....................   (11,464)  (17,648)
  Purchased and developed software........................   (30,667)  (18,213)
  Payments for acquisitions...............................    (8,998)   (8,792)
  Other assets............................................    (2,685)   (2,156)
                                                           ---------  --------
      Net cash used in investing activities...............   (61,734)  (40,278)
                                                           ---------  --------
Cash flows from financing activities:
  Proceeds from the exercise of stock options and Stock
   Purchase Plan..........................................     6,307     2,215
  Proceeds from the sale of receivables...................    93,800    41,718
  Short-term borrowings...................................       --      1,000
  Payments on borrowings..................................    (2,908)   (6,374)
  Other...................................................       --        200
                                                           ---------  --------
      Net cash provided by financing activities...........    97,199    38,759
                                                           ---------  --------
Adjustment to conform fiscal years of pooled businesses...       --       (140)
                                                           ---------  --------
Net decrease in cash and cash equivalents.................   (67,842)  (58,618)
Cash and cash equivalents at the beginning of the period..   140,783   115,809
                                                           ---------  --------
Cash and cash equivalents at the end of the period........ $  72,941  $ 57,191
                                                           =========  ========
</TABLE>
--------
*  Cash flows for the six months ended June 30, 1996 are restated for mergers
   accounted for using the pooling-of-interests method.
 
         See accompanying notes to consolidated financial statements.
 
                                       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). As a result of these
transactions, the restated balance sheet at December 31, 1996, included
herein, is unaudited. 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 Annual Report on
Form 10-K (the "Form 10-K"), as filed with the Securities and Exchange
Commission. The consolidated financial statements included in the Form 10-K
have not been restated for the poolings of interests consummated in the first
quarter of 1997.
 
  Certain prior period costs and expenses have been reclassified to conform to
the current period presentation.
 
NOTE 2--EARNINGS PER SHARE
 
  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 six months ended June 30, 1997 and
1996 are presented as if the combining companies had been consolidated for all
periods presented.
 
<TABLE>
<CAPTION>
                                                                      SIX
                                               THREE MONTHS         MONTHS
                                               ----------------    -----------
                                                   ENDED             ENDED
                                               ----------------    -----------
                                                 JUNE 30,          JUNE 30,
                                               ----------------    -----------
                                                1997      1996     1997   1996
                                               ------    ------    ----   ----
<S>                                            <C>       <C>       <C>    <C>
Statements of Operations Data:
  Revenues:
    Software products.........................     52%       49%    51%    47%
    Maintenance...............................     23        24     24     24
    Professional services.....................     25        27     25     29
                                               ------    ------    ---    ---
      Total revenues..........................    100       100    100    100
                                               ------    ------    ---    ---
  Costs and expenses:
    Professional services.....................     22        26     23     28
    Product development and support...........     35        35     36     36
    Sales and marketing.......................     37        39     40     41
    General and administrative................     16         9     13      9
    Restructuring charges.....................     42        --     23     --
    Merger costs..............................     --        --      2      3
    Acquired in-process technology............      5        --      7      4
                                               ------    ------    ---    ---
      Total costs and expenses................    157       109    144    121
                                               ------    ------    ---    ---
  Operating loss..............................    (57)       (9)   (44)   (21)
  Other income................................      4         1      3      1
                                               ------    ------    ---    ---
  Loss before income taxes....................    (53)       (8)   (41)   (20)
  Income taxes................................      5        (3)     *     (5)
                                               ------    ------    ---    ---
  Net loss....................................    (58)%      (5)%  (41)%  (15)%
                                               ======    ======    ===    ===
</TABLE>
--------
* Less than 1%.
 
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 as well as 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 second
quarter of 1997 were $136,438,000, an increase of $29,241,000, or 27%, as
compared to $107,197,000 for the second quarter of 1996. Total revenues for
the first six months of 1997 were $252,061,000, an increase of $55,805,000, or
28%, as compared to $196,256,000 for the same period in 1996.
 
  Revenues from domestic (U.S.) customers represented 68% and 73% of total
revenues for the second quarter of 1997 and 1996, respectively, and 69% and
71% for the first six 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, demonstrates product features and closes
sales transactions) and inside sales force (which predominantly supports the
direct sales force by developing sales leads and arranging product
evaluations), as
 
                                       8
<PAGE>
 
well as a telemarketing organization. Since January 1, 1997, the Company has
organized its domestic direct sales 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 32% and 27% of total
revenues for the second quarter of 1997 and 1996, respectively, and 31% and
29% in the first six months of 1997 and 1996, respectively. The Company
generates the majority of its international revenues through a network of
wholly-owned subsidiaries, utilizing direct and inside sales forces. During
the second quarter of 1997, the Company experienced 48% growth in total
international revenues, as compared to the same period in 1996, resulting
primarily from increases of 63% and 37%, respectively, in international
product revenues and professional services revenues. The Company's increased
focus on international sales efforts and expansion of its international
operations over the past 12 months, partially through the acquisition of
existing businesses, contributed significantly to the growth in international
revenues.
 
  SOFTWARE PRODUCTS. Software products revenues for the second quarter of 1997
were $71,298,000, an increase of $18,530,000, or 35%, as compared to
$52,768,000 for the second quarter of 1996. Software products revenues for the
first six months of 1997 were $128,937,000, an increase of $36,814,000, or
40%, as compared to $92,123,000 for the first six 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 18%, 35%, 31% and 105%, respectively, during the first six months of 1997
as compared to the same period in 1996. 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 the data warehouse business
unit during the second quarter and first six months of 1997.
 
  MAINTENANCE. Maintenance revenues for the second quarter of 1997 were
$31,137,000, an increase of $6,009,000, or 24%, as compared to $25,128,000 for
the second quarter of 1996. Maintenance revenues for the first six months of
1997 were $60,084,000, an increase of $12,420,000, or 26%, as compared to
$47,664,000 for the first six 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. Maintenance fees implicit in certain new
software product licenses also contributed to the increase.
 
  PROFESSIONAL SERVICES. Professional services revenues are associated with
the Company's consulting services business and educational programs.
Professional services revenues for the second quarter of 1997 were
$34,003,000, an increase of $4,702,000, or 16%, as compared to $29,301,000 for
the second quarter of 1996. Professional service revenues for the first six
months of 1997 were $63,040,000, an increase of $6,571,000, or 12%, as
compared to $56,469,000 for the first six 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 second quarter and first six 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
contributed to the increase in professional services revenues.
 
COSTS AND EXPENSES
 
  Total expenses for the second quarter of 1997 were $213,774,000, an increase
of $96,776,000, or 83%, over expenses of $116,998,000 for the second quarter
of 1996. Total expenses for the six months ended June 30, 1997
 
                                       9
<PAGE>
 
were $362,483,000, an increase of $124,345,000, or 52%, as compared to
$238,138,000 for the six months ended June 30, 1996. Total expenses for the
second quarter of 1997, excluding restructuring charges and acquired in-
process technology costs were $149,708,000, an increase of $32,710,000, or
28%, as compared to $116,998,000 for the second quarter of 1996. Total
expenses for the six months ended June 30, 1997, excluding restructuring
charges, merger costs and acquired in-process technology costs were
$284,294,000, an increase of $58,943,000, or 26%, as compared to $225,351,000
for the six months ended June 30, 1996. Total expenses, excluding merger
costs, acquired in-process technology costs and restructuring charges,
represented 110% and 113% of total revenues for the second quarter and first
six months of 1997, respectively, as compared to 109% and 115% for the same
periods in 1996. Total expenses increased in the second quarter and first six
months of 1997 as compared to the comparable prior year periods due primarily
to the execution by the Company of its restructuring plan during the second
quarter of 1997. Other contributing factors included 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 and managing the larger combined company.
 
  PROFESSIONAL SERVICES. Costs of professional services for the second quarter
of 1997 were $30,520,000, an increase of $2,151,000, or 8%, as compared to
$28,369,000 for the second quarter of 1996. Costs of professional services for
the first six months of 1997 were $59,030,000, an increase of $4,123,000, or
8%, as compared to $54,907,000 for the first six months of 1996. Professional
services expenses represented 90% and 94% of professional service revenues for
the second quarter and first six months of 1997, respectively, as compared to
97% for the same periods in 1996. The increase in professional services
expenses was primarily due to higher international employee-related expenses,
which resulted from the overall expansion of the international services
business. Greater commission and bonus expenses associated with higher
professional services revenues also contributed to the increase. 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 second quarter and first
six months of 1997 as compared to the same periods in 1996. The Company
anticipates that professional services expenses will continue to decrease as a
percentage of professional services revenues in future periods.
 
  PRODUCT DEVELOPMENT AND SUPPORT. Product development and support expenses
for the second quarter of 1997 were $47,249,000, an increase of $10,219,000,
or 28%, as compared to $37,030,000 for the second quarter of 1996. Product
development and support expenses for the first six months of 1997 were
$91,385,000, an increase of $19,746,000, or 28%, as compared to $71,639,000
for the first six months of 1996. Product development and support expenses
represented 35% and 36% of total revenues for the second quarter and first six
months of 1997, respectively, which was unchanged from the same periods in
1996. The increase in these expenses was primarily attributable to higher
occupancy costs, employee-related expenses and system support costs related to
the product development and integration efforts. Higher travel expenses
associated with the Company's product integration focus, as well as
international expansion efforts, also contributed to the increase in product
development and support expenses.
 
  The Company has continued to devote substantial resources to the development
and integration of its products and technologies to provide complete,
customized management solutions for software infrastructure problems. The
Company has also been enabling its products and suites for application with
intranets, the Internet and the World Wide Web. During the first six months of
1997, the Company began consolidating certain product development and support
efforts to coincide with its product integration focus. As a result of these
consolidation efforts, the Company expects to reduce development and support
expenses as a percentage of total revenues.
 
  For the second quarters of 1997 and 1996, the Company capitalized
$10,115,000 and $6,476,000, 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, or Otherwise Marketed." For the first six months
of 1997 and 1996, the Company capitalized $18,592,000 and $12,121,000,
respectively, of software development costs net of related amortization
expense.
 
                                      10
<PAGE>
 
  SALES AND MARKETING. Sales and marketing expenses for the second quarter of
1997 were $49,665,000, an increase of $7,526,000, or 18%, as compared to
$42,139,000 for the second quarter of 1996. Sales and marketing expenses for
the first six months of 1997 were $100,137,000, an increase of $19,250,000, or
24%, as compared to $80,887,000 for the first six months of 1996. Sales and
marketing expenses represented 37% and 40% of total revenues for the second
quarter and first six months of 1997, respectively, as compared to 39% and 41%
for the same periods in 1996. The increase in these expenses for the second
quarter and first six 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 second quarter and first six months of 1997, as compared to
the same periods in 1996. The Company expects this trend to continue into the
foreseeable future.
 
  GENERAL AND ADMINISTRATIVE. General and administrative expenses for the
second quarter of 1997 were $22,274,000, an increase of $12,814,000, or 135%,
as compared to $9,460,000 for the second quarter of 1996. General and
administrative expenses for the first six months of 1997 were $33,742,000, an
increase of $15,824,000, or 88%, as compared to $17,918,000 for the first six
months of 1996. General and administrative expenses represented 16% and 13% of
total revenues for the second quarter and first six months of 1997,
respectively, as compared to 9% for the same periods in 1996. The significant
increase in general and administrative expenses for the second quarter and
first six months of 1997, as compared to the same periods in 1996, was
primarily 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 value 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.
 
  Total general and administrative expenses for the second quarter of 1997,
excluding the charges related to the integration efforts, were $8,761,000, a
decrease of $699,000, or 7%, as compared to $9,460,000 for the second quarter
of 1996. Total general and administrative expenses for the first six months of
1997, excluding the charges related to the integration efforts, were
$20,229,000, an increase of $2,311,000, or 13%, as compared to $17,918,000 for
the first six months of 1996. The Company believes the decrease in general and
administrative expenses during the second quarter of 1997, excluding the
integration-related charges, was the result of the savings realized by the
recent restructuring plan as well as the Company's overall cost containment
efforts. The Company expects total general and administrative expenses as a
percentage of total revenues to decrease in future periods as a result 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.
 
                                      11
<PAGE>
 
  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 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.
Consequently, the Company had $29,727,000 of accrued restructuring costs
recorded as of June 30, 1997. The Company anticipates that approximately
$13,000,000 of the restructuring accrual will be paid out during the second
half of 1997, and approximately $8,000,000 will be paid out during 1998. The
Company estimates that substantially all of the cash disbursements related to
the restructuring plan will be completed by the end of the year 2001, with
such disbursements having declining significance after 1998.
 
  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 and, because the Company does not anticipate an impact on
revenues from the restructuring, a corresponding increase in net income.
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 second
quarter of either 1997 or 1996. Merger costs were $3,706,000 and $5,782,000
for the first six months of 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. Acquired in-process technology costs were
$6,747,000 for the second quarter of 1997. Acquired in-process technology
costs were $17,164,000 and $7,005,000 for the first six months of 1997 and
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. 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.
 
  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 second quarter of 1997 was $5,206,000, an increase of
$3,632,000, or 231%, as compared to $1,574,000 for the second quarter of 1996.
Other income for the first six months of 1997 was $7,512,000, an increase of
$5,377,000, or 252%, as compared to $2,135,000 for the first six months of
1996. The increase in other income 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 from March 31, 1997
to June 30, 1997; and unrealized holding gains that resulted from the
reclassification of certain available-
 
                                      12
<PAGE>
 
mfor-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 second quarter
and first six months of 1997, as compared to the second quarter and first six
months of 1996, 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 second quarter and for the first
six 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 32% and 34%, respectively. This
compares to an effective tax rate of 32% and 37% for the same periods in 1996.
For the second quarter of 1997, the Company reported total income tax expense
of $6,803,000, on a pre-tax loss of $72,130,000. This total income tax expense
included an amount of $1,733,000 based on the Company's 32% effective tax
rate, plus an additional $5,070,000 to reduce the deferred tax asset balance
as of June 30, 1997. 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 1997 annual
taxable income resulting from the restructuring plan. The Company reported
income tax expense of $1,292,000, on a pre-tax loss of $102,910,000, for the
first six months of 1997.
 
LIQUIDITY AND CAPITAL RESOURCES
 
  As of June 30, 1997, the Company held approximately $128,040,000 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 $175,035,000 and $200,399,000 at June 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.
 
  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 or five years, with
interest payable on the license and upgrade portions only. Over the past 18
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 18 months.
 
                                      13
<PAGE>
 
  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. Proceeds from the sale of receivables for the first six months
of 1997 and 1996 were $93,800,000 and $41,718,000, respectively. A portion of
the receivables were sold with recourse provisions. As of June 30, 1997, the
Company's maximum exposure under recourse provisions was approximately
$20,500,000. 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 second half 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 $116,409,000 and $115,803,000
as of June 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
June 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 August 12, 1997, the Company had
$5,000,000 of short-term borrowings outstanding under this line of credit and
had aggregate letters of credit outstanding for approximately $2,345,000, with
expiration dates ranging from March 1998 through June 1999. 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 $103,307,000 and $56,959,000 for the
first six months of 1997 and 1996, respectively. Cash used in operating
activities in the first six months of 1997 consisted of the following net cash
outflows: a net loss of $104,202,000, partially offset by non-cash charges for
depreciation and amortization of $27,067,000, 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 $67,928,000, partially offset
by an increase in deferred revenue of $8,886,000 which were both due to high
quarter-end sales volume; a net increase in other working capital accounts of
$11,668,000; and a net increase in other non-current assets of $6,702,000.
These cash outflows were partially off-set by a cash inflow related to a net
increase in accounts payable and other accrued liabilities, the most
significant being accrued restructuring charges, of $23,386,000; Cash used in
operating activities in the first six months of 1996 was attributable to the
net effect of the following cash outflows: a net loss of $29,777,000,
including a deferred tax benefit of $9,970,000, substantially offset by non-
cash charges of $16,183,000 for depreciation and amortization and $7,005,000
for acquired in-process technology; an increase in trade and installment
receivables, before sales to third parties, of $49,993,000, partially offset
by an increase in deferred revenue of $9,334,000; and a net decrease in
accounts payable and other accrued liabilities of $3,294,000. These cash
outflows were partially offset by cash inflows from a net decrease in other
working capital accounts of $2,002,000 and a net decrease in other non-current
assets of $2,069,000.
 
  Cash used in investing activities was $61,734,000 in the first six months of
1997 as compared to $40,278,000 in the first six months of 1996. During the
first six months of 1997 and 1996, the Company invested $30,667,000 and
$18,213,000, respectively, in purchased and developed software. The increased
investment in
 
                                      14
<PAGE>
 
purchased and developed software for the first six 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 $11,464,000 and $17,648,000 in the
first six months of 1997 and 1996, respectively. The decrease in payments for
property and equipment during the first six months of 1997 was primarily
attributable to the restructuring plan and overall cost containment efforts.
The Company paid $11,683,000 and $10,948,000 for acquisitions and other equity
investments in the first six months of 1997 and 1996, respectively. Cash
expended in the first six months of 1997 for purchases of investment
securities, net of maturities and sales, was $7,920,000. Proceeds from sales
and maturities of investment securities, net of purchases, were $6,531,000 for
the first six months of 1996.
 
  Cash flows from financing activities were $97,199,000 and $38,759,000 in the
first six months of 1997 and 1996, respectively. Sales of installment
receivables were $93,800,000 in the first six months of 1997 as compared to
$41,718,000 in the first six months of 1996. (See "Liquidity and Capital
Resources" for a more detailed discussion of installment receivable sales.) In
the first six months of 1997 and 1996, the Company made net payments of
$2,908,000 and $5,374,000, 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 are not expected to have a significant impact
on the Company's EPS amounts.
 
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 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.
 
                                      15
<PAGE>
 
                          PART II--OTHER INFORMATION
 
ITEM 1. LEGAL PROCEEDINGS
 
  See the Form 10-K 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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS.
 
  (a) An Annual Meeting of Stockholders of the Company was held on May 20,
1997.
 
  (c) 1. The Stockholders voted to elect three Class III directors to the
Company's Board of Directors.
 
<TABLE>
<CAPTION>
                                                             AUTHORITY  BROKER
      DIRECTORS                                      FOR     WITHHELD  NON-VOTES
      ---------                                      ---     --------- ---------
      <S>                                         <C>        <C>       <C>
      Andrew J. Filipowski....................... 46,612,260 3,924,464    --
      James E. Cowie............................. 46,614,610 3,922,114    --
      Steven D. Devick........................... 46,614,710 3,922,014    --
</TABLE>
 
  2. The Stockholders voted to approve an amendment to the PLATINUM
technology, inc. Employee Incentive Compensation Plan to increase the number
of shares of Common Stock reserved and available for distribution pursuant to
awards from 5,000,000 to 8,600,000 shares.
 
<TABLE>
<CAPTION>
                                                                                   BROKER
         FOR               AGAINST                   ABSTENTIONS                 NON-VOTES
         ---               -------                   -----------                 ---------
      <S>                 <C>                        <C>                         <C>
      21,925,319          14,779,782                   288,882                   13,542,741
 
  3. The Stockholders voted to ratify the appointment of KPMG Peat Marwick LLP
as independent auditors of the Company's consolidated financial statements for
the fiscal year ending December 31, 1997.
 
<CAPTION>
                                                                                   BROKER
         FOR               AGAINST                   ABSTENTIONS                 NON-VOTES
         ---               -------                   -----------                 ---------
      <S>                 <C>                        <C>                         <C>
      46,483,287          3,992,509                    60,928                       --
</TABLE>
 
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
 
  A. Exhibits
 
<TABLE>
     <C>          <S>
     Exhibit 10.1 Amendment to the PLATINUM technology, inc. Employee Incentive
                  Compensation Plan.
     Exhibit 10.2 Amendment Number Five, dated as of December 1, 1996, to the
                  Office Lease, dated as of May 6, 1992, between the Company
                  and LaSalle National Trust N.A., as Trustee (the "Oakbrook
                  Terrace Lease").
     Exhibit 10.3 Amendment Number Six, dated as of April 30, 1997, to the
                  Oakbrook Terrace Lease.
     Exhibit 15   Acknowledgment of Independent Certified Public Accountants
                  Regarding
                  Independent Auditors' Review Report.
     Exhibit 27   Financial Data Schedule
 
  B. Reports on Form 8-K
 
     The Company did not file any reports on Form 8-K during the second quarter
      of 1997.
</TABLE>
 
                                      16
<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
                                          By: _________________________________
Date: August 13, 1997
                                                   Andrew J. Filipowski,
                                            President, Chief Executive Officer
                                             (principal executive officer) and
                                            Chairman of the Board of Directors
 
                                                 /s/ Michael P. Cullinane
                                          By: _________________________________
Date: August 13, 1997
                                                   Michael P. Cullinane,
                                              Executive Vice President, Chief
                                                         Financial
                                             Officer (principal financial and
                                                        accounting
                                            officer), Treasurer and a Director
 
                                       17