SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549
                                     
                                     
                                 FORM 10-K
                                     

_X__  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
     For the Fiscal Year ended April 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: 0-15188
                                     
                                     
                              INTERSOLV, INC.
          (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          Delaware                                     52-0990382
     (State or other jurisdiction of                 (I.R.S. Employer
      incorporation or organization)                 Identification No.)
                            9420 Key West Ave.
                        Rockville, Maryland  20850
                 (Address of principal executive offices)

                              (301) 838-5000
            (Registrant's telephone number including area code)
                                     
                                     
       Securities registered pursuant to Section 12(b) of Act:  None
                                     
        Securities registered pursuant to Section 12(g) of the Act:
                       Common Stock, $0.01 par value
                             (Title of class)
                                     
                      Preferred Stock Purchase Rights
                             (Title of class)
                                     
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_______

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
     [X]

The aggregate market value of the voting stock held by non-affiliates of
the registrant, based upon the average of the high and low price of the
Common Stock on June 30, 1997 as quoted by NASDAQ was $186,730,305.

The number of shares outstanding of the registrant's Common Stock $0.01 par
value on June 30, 1997 was 20,649,409 shares.

                    DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's Proxy Statement for the 1997 Annual Meeting of
 Stockholders, which will be filed with the Securities and Exchange within
      120 days after April 30, 1997 (items 10 through 13, Part  III)
                                     
_____________________________________________________________________
ITEM  1.     BUSINESS

GENERAL

     INTERSOLV, Inc. (the "Company" or "INTERSOLV") was
incorporated under the laws of the State of Delaware in 1985,
successor to the business begun in 1982.  INTERSOLV develops,
markets and supports a broad line of client/server software tools
that facilitate the development, delivery and deployment of
business information systems.  The Company strategy is to offer
customers a broad family of software development tools that are
independent of rapidly changing hardware, operating systems and
database management technology.

     The Company's principal executive offices are located at
9420 Key West Avenue, Rockville, MD  20850, and its telephone
number at that address is (301) 838-5000.  The Company's common
stock is traded over the counter on the NASDAQ National Market
under the symbol "ISLI".

COMPANY OVERVIEW

     INTERSOLV's mission is to accelerate the delivery of
information systems.  The Company does this by providing best-in-
class solutions that focus on the entire application enablement
process to deliver enterprise-wide applications across
client/server, Internet and intranet  environments.   INTERSOLV
offers software products and services in three major solution
areas: automated software quality, data connectivity and year
2000 renewal.  The Company's strategic advantage emphasizes
technology independence.  All of INTERSOLV's solutions are
database independent and work across a variety of operating
systems and platforms. The open architecture of the Company's
products ensures interoperability with existing systems and tools
to enable organizations to protect existing legacy investments,
while allowing organizations to introduce new technology in a
controlled fashion.  The Company's objective is to build products
that deliver high productivity on simple projects and are
powerful enough to handle scalability requirements of production-
grade information systems without retooling.

INTERSOLV's three primary solution areas are:

*    Automated Software Quality (ASQ) - INTERSOLV's  ASQ product
  series consists of the Company's software configuration
  management solution, PVCS. In partnership with Segue Software,
  the Company offers an automated software testing solution,
  QualityWorks. ASQ products provide requirements management,
  version management, problem/change request tracking,
  build management, distributed management, test planning and test
  management. The Company's ASQ offerings leverage team development
  on the local area network (LAN) while supporting multi-operating
  systems and multi-tool environments.

*    Data Connectivity - INTERSOLV's data connectivity products
  provide common communications, management and database access for
  client, server and Web applications.  They support proven
  standards, including ODBC, JDBC and OLE DB, and all major
  operating systems and data sources. Offerings include solutions
  to deploy cross-platform applications accessing multiple data
  sources.

*    Year 2000 Renewal - INTERSOLV's year 2000 solutions are a
  flexible suite of customizable solutions designed to meet the
  full spectrum of an organization's Year 2000 renewal initiatives.
  They integrate INTERSOLV's proven, industry-leading processes,
  technology and services to provide comprehensive research and
  impact analysis, automated version control, project tracking,
  configuration building and change synchronization.   The
  offerings include a comprehensive software configuration
  management approach to Year 2000 conversions, a highly efficient,
  technology-based assembly line approach for complete Year 2000
  renewal, and a unique management method for the Year 2000 renewal
  process to ensure reliable analysis,  updating and testing of
  target applications.

     The Company markets and distributes its products on a
worldwide basis through multiple channels.  Sales are made
through Company owned and operated entities which use a
combination of field, telesales and third party distribution
channels.  The Company's direct sales effort is augmented with a
network of independent software vendors, dealers, distributors
and value added resellers in more than 30 countries around the
world.

PRODUCTS

     INTERSOLV offers a variety of open product and service
solutions to accelerate the delivery of information systems. The
Company's three primary solution areas are discussed below.

AUTOMATED SOFTWARE QUALITY

INTERSOLV's automated software quality (ASQ) tools and services
help ensure quality throughout the application development
process - from requirements management through application
testing and delivery.  ASQ is made up of  the Company's software
configuration management solution and automated software testing
solution.

Software Configuration Management Solution

     INTERSOLV PVCS Series is a comprehensive family of software
configuration management products which enable software
developers to manage software changes in a team development
environment, such as on the LAN, or the Internet and the World
Wide Web.  The PVCS family includes tools for requirements
management,  version management, change/problem tracking, build
management, distribution management and promotion management.
The PVCS products provide an audit trail of activity, file
revision histories, support for parallel development,  exact
image rebuilds and support for quality assurance.  PVCS provides
control over the configuration of any application software and/or
documentation, whether it is client/server development or
Internet/intranet development. PVCS allows users to manage and
resolve problems and change requests which threaten software
quality and production schedules.  The PVCS products operate on
multiple platforms and operating systems.  PVCS supports
development in C, C++, COBOL, Java and any type of  web source
file such as HTML, GIF, etc.  It also works with most commonly
used development workbenches such as Borland Delphi,
Sybase/PowerSoft PowerBuilder and Microsoft Visual Basic.  The
products that make up the series include:

*    INTERSOLV PVCS Version Manager - automates code control,
     enables reuse, manages any development object and supports
     parallel development without maintenance problems.
*    INTERSOLV PVCS Developers Toolkit - a set of DLL's, import
     libraries and header files that provides developers the ability
     to add PVCS services to their own applications.
*    INTERSOLV PVCS Tracker - manages problems and change
     requests that threaten software quality and production schedules.
*    INTERSOLV PVCS Tracker for Web Teams - assists Web teams in
     managing web change requests associated with updating corporate
     Web sites.
*    INTERSOLV PVCS SiteSync - provides a bi-directional LAN to
     mainframe, or LAN to LAN configuration management link that
     ensures development is synchronized to mainframe production or
     remote LAN versions.
*    INTERSOLV PVCS Configuration Builder - automates and
     provides consistency to all tasks associated with producing
     executable applications of any type.

        
Automated Software Testing

     INTERSOLV QualityWorks Series assists in managing the
testing process and enables the rapid development of functional,
graphical user interface ("GUI"), regression, system and unit
tests from the desktop.  The Company has partnered with Segue
Software to resell the QualityWorks Series.  QualityWorks is the
industry's first automated testing tool that integrates test
plans and reusable test scripts with INTERSOLV PVCS Version
Manager.  The five products that make up the QualityWorks Series:


*    QA Partner provides comprehensive distributed systems
     testing.
*    QA Organizer  provides test management, planning, and
     reporting for the entire QualityWorks family.
*    QA DBTester provides the ability to validate information and
     run test scripts against more than 35 databases.
*    QA Performer provides real-time, multi-platform load testing
     to ensure the performance of distributed applications.
*    GO! Enables the test engineer to move from merely automated
     to automatic.  Test scripts for standard GUI functions and
     compliance with Windows conventions are automatically generated.

DATA CONNECTIVITY SOLUTIONS

     INTERSOLV DataDirect Series simplifies data access in
complex environments by providing high performance, standards-
based data connectivity for the client, server and Web, scalable
from small projects to the enterprise level.  The core products
are:

*    DataDirect ODBC drivers, the industry's most comprehensive
     range of open database connectivity ("ODBC") technology, allow
     software developers to build and deploy software for multiple
     databases from one application programming interface (API).
     Through one consistent and simplified interface, ODBC drivers
     enable high-performance access to more than 130 combinations of
     databases and platforms.

*    DataDirect SequeLink is server-based, data access middleware
     that provides a single connection to heterogenous data sources
     and servers and supports large user populations.  SequeLink is
     designed to deliver high-performance point-to-point access across
     almost any client, network, server, or database.

*    DataDirect SequeLink Java Edition is server-based data
     access middleware consisting of a single, universal standards-
     based Java database connectivity ("JDBC") client and DBMS- server
     interface components.  It delivers high-performance point-to-
     point and multi-tier access to data across the Internet,
     intranets and extranets - connecting to a wide variety of
     databases.
  
*    DataDirect WebDBLink provides secure ODBC data access from
     both UNIX and NT Web servers to Web browser-based clients.  It is
     designed specifically for secure, high-performance Web database
     publishing via HTML.

*    DataDirect OLE DB is INTERSOLV's next generation standards-
     based connectivity solution.  As the OLE DB standard unfolds,
     INTERSOLV will be extending data access from ODBC to OLE DB
     service and data providers for ActiveX applications using ADO and
     ADC.
     
Year 2000 Renewal

     INTERSOLV Factory2000 Series combines industry-leading
technology and expert services to help companies tackle today's
year 2000 initiative and future change management challenges.
Factory2000 tools comprise integrated, client/server technology
for comprehensive research and impact analysis, automated version
control, project tracking, configuration building and change
synchronization. INTERSOLV ServiceDirect Consulting programs
range from mentoring and basic technology transfer to software
configuration management assistance and turnkey year 2000
conversion outsourcing. The Factory2000 offering includes
the following:

* SCM2000 combines INTERSOLV PVCS, the premier software
  configuration management ("SCM") solution for heterogeneous
  development, and INTERSOLV ServiceDirect consultants to help
  build a SCM safety net for the year 2000 initiative.  The
  offering includes automated version control, project tracking,
  configuration building and change synchronization.
  
* Renovate2000 provides a solution to automatically research,
  identify and assess the impact of the year 2000 problem across an
  entire application portfolio.  It features INTERSOLV's  AppMaster
  Renovator product line to research, document and make the
  necessary changes to ensure year 2000 compliance.

* Intersolv also offers a turnkey year 2000 solution in which
  INTERSOLV takes full responsibility to assess, modify and test
  applications for year 2000 compliance and standards.


OTHER SOLUTION AREAS


     INTERSOLV Allegris Series is a series of component-based
development tools for the rapid delivery of next-generation
client/server, Internet and corporate intranet applications.  The
Allegris Series includes the following products:

* Allegris Object Repository provides a "software warehouse"
  for storing, managing, locating and reusing components to speed
  new systems development.
  
* Allegris Constructor provides the ability to rapidly
  assemble components via a point-and-click, drag-and-drop
  interface to easily build powerful applications, distributed
  across client/server and Internet/intranet platforms.
  
* Allegris DataDesigner offers an integrated object modeling
  and database design environment.
  
* Allegris Workshop provides a complete Object-Oriented ("OO")
  development environment for building reusable components that can
  be easily ported across a wide range of platforms. It includes
  the Allegris Foundation class library of more than 170 cross
  platform components.


SERVICES

     INTERSOLV offers a wide variety of support services, known
as INTERSOLV ServiceDirect, which are intended to help customers
quickly gain benefits from the suite of product solutions that
are available.  The range of services offered is described below.
 
Maintenance Services

     INTERSOLV offers its customers the opportunity to purchase
maintenance services for its products.  The services consist
primarily of enhancements and updates to the products as well as
telephone support concerning their operation.  Annual fees for
maintenance services typically equal 17 percent of the product's
list price and commence upon purchase of the product(s).

Training and Consulting Services

     INTERSOLV also offers highly focused fee-paid consulting and
training services to assist customers in using INTERSOLV
products.  Consulting services are focused on helping the
customer exploit INTERSOLV technology through short-term, highly
focused projects or through long-term projects which integrate
the Company's products with the customer's development
environment.  Educational offerings include both on-site training
and training at an INTERSOLV training center and are focused on
the use of INTERSOLV technology.

MARKETING, CUSTOMERS AND SALES

     The Company markets its products to end-users, line-of-
business developers, traditional information system departments,
project managers and application development executives within
businesses and independent software vendors worldwide. None of
the Company's customers account for 10% or more of annual
revenues.  Additionally, the Company's business does not
concentrate on any specific industry.  See further discussion
regarding the segment information and significant customers in
Note 4 of Notes to the Consolidated Financial Statements on page
28 of this Form 10-K.

       The Company has a multi-channel approach to sales and
marketing.  The products are sold through telesales, field sales
(face-to-face) and third-parties as described below.

Telesales

       Telesales representatives concentrate on sales at the
project level and to smaller accounts, selling to individual
developers and project managers.  Telesales representatives
concentrate their efforts on one solution area.  Orders can range
from $100 for a single license, to over $50,000 for multiple
licenses for a fully configured project team.  Telesales are
supported by mailings to lists of prospective customers and
advertising in selected trade magazines.  The Company also offers
special promotions and incentive offers from time to time aimed
at introducing the Company's products to new users.

Field Sales

     The Company's field sales personnel are located in
Australia, Belgium, France, Germany, Japan, United Kingdom and
several major metropolitan areas in the U.S., offering products
and technical support to customers and prospects.  Field sales
personnel concentrate their efforts on one solution area within a
defined geographical region, with the exception of a select group
of field sales representatives who are responsible for selling
all products.  Field Sales builds long-term relationships with
the Company's largest customers and prospects.  Field sales
personnel assist prospective and current customers in evaluating
needs and solutions and guide them in the evaluation and use of
INTERSOLV products.  Field sales personnel focus their efforts
primarily on large corporate prospects and customers.
Transactions through the field sales organization generally range
from $25,000 to over $1,000,000, depending on the number of
products licensed and the number of developers authorized to use
the product(s).
 
Third Parties

     In addition to the Company's own field sales and telesales
organizations, the Company markets its technologies and products
through a global network of other independent software vendors
("ISV"s), value-added resellers ("VARs") and other dealers and
distributors.  Through third party alliances, the Company enables
selected ISVs to embed and sell certain INTERSOLV technologies in
their own products.  Alliances with other ISVs include joint
development and marketing arrangements.  INTERSOLV also has
arrangements with VARs, dealers and distributors to resell the
Company's products in markets which the Company cannot cost
effectively reach on a direct basis.

COMPETITION

          Competition in the software development tools market is
very  intense.  New and established companies continue to develop
and  market  competitive products.  Principal  factors  affecting
competition    are   product   performance   and   functionality,
compatibility with the customer's operating environment, ease  of
use,  price  and  quality of customer support, documentation  and
services.   The  Company anticipates that  it  will  continue  to
experience  competition  from  current  vendors  and  new   firms
entering the market.

     The Company's service fee revenues have continued to grow in
fiscal 1997.  Continued growth of service revenues is dependent
upon acceptance of the Company's products within the market and
the Company's ability recruit, train and retain sufficiently
skilled personnel to deliver the services.  The demand for
personnel with information technology skills is very strong;
accordingly the Company must compete with numerous other
companies when recruiting personnel.

PRODUCT DEVELOPMENT

     Due to the rapid technological changes the computer software
industry  is  subject  to, the Company  expects  to  continue  to
dedicate  significant resources to enhance its  current  products
and  develop  new  ones.  The Company spent  $27  million,  $25.9
million   and  $22.7  million  on  product  development,   before
capitalization  of  certain internal software development  costs,
for  the  fiscal  years  ended April 30, 1997,  1996,  and  1995,
respectively.

       While  certain  INTERSOLV  products  have  been  developed
internally,  the Company has in the past and intends to  continue
to  acquire certain software technology from others and integrate
those technologies into its family of products.

PRODUCT PROTECTION

      The  Company  relies  on  a combination  of  trade  secret,
copyright  and  trademark laws, license agreements and  technical
measures  to  protect its rights in its software products.   Like
many software companies, the Company has no patents.

      INTERSOLV  products  are generally licensed  to  end  users
pursuant  to a license agreement that restricts the  use  of  the
products  to  a designated number of authorized developers.   The
Company also relies on copyright laws and embedded technology  to
protect the proprietary rights in its products and to help ensure
they are used in accordance with their license terms.  The degree
and  scope  of  legal  protection  available  for  the  Company's
software  products  may vary in certain foreign  countries.   The
company  licenses  the majority of its products  through  "shrink
wrap"  licenses  that  are  included as  part  of  the  product's
packaging.

     The Company protects the source code version of its products
as  a  trade secret and as an unpublished copyrighted work.   The
Company  has  made portions of the source code available  to  its
customers   only  under  very  limited  circumstances   and   for
restricted  uses.  The Company has been and may be required  from
time  to  time  to enter into source code escrow agreements  with
certain  customers  and distributors.  These  agreements  require
release  of  source  code to the customer or distributor  in  the
event   the   Company  breaches  its  support   and   maintenance
obligations  to the customer.  If source code is  released  to  a
customer  or distributor, the customer or distributor is required
to  maintain  its  confidentiality and, in general,  to  use  the
source code solely for internal maintenance purposes.


EMPLOYEES

      As  of  April  30, 1997, the Company employed  986  persons
including 339 in sales and marketing, 338 in consulting, training
and  technical  support, 176 in product development  and  133  in
general and administration.  None of the Company's employees  are
represented  by  a labor union.  The Company has  experienced  no
work stoppages and believes that its employee relations are good.

ITEM 2.     PROPERTIES

     The Company leases all of its office space for its corporate
headquarters, sales, distribution and development offices.  Major
facility leases include the following:

     Location          Purpose                     Facility Size

     Rockville, MD     Corporate Headquarters     74,000 sq. ft.
     Beaverton, OR     Sales/Development          48,000 sq. ft.
     Morrisville, NC   Sales/Development          39,000 sq. ft.
     Framingham, MA    Development                19,000 sq. ft.
     Gaithersburg, MD  Distribution Center        13,000 sq. ft.

The  aggregate rental payments for all facilities for fiscal 1997
was  approximately $4.8 million, and all leases  are  subject  to
renewal  clauses and rent increase provisions, which are  typical
of similar leases in the relevant geographic areas.

ITEM 3.     LEGAL PROCEEDINGS

     The Company is not presently a party to any material pending
or  threatened  legal  proceedings except  as  further  described
below.

      Prior  to  April,  1986, certain revenues  associated  with
discontinued   operations  were  generated  under   cost-plus-fee
contracts with the U.S. government and are subject to adjustments
upon  audit by the Defense Contract Audit Agency.  Audits through
January  31,  1986  have been completed.  On  December  3,  1990,
INTERSOLV   received   a  notice  questioning   certain   charges
aggregating  approximately $2.4 million  made  by  the  Company's
discontinued  operations in fiscal 1985 and  1986.   The  Company
filed  a  response  in  April,  1991  which  provided  additional
information  regarding  the issues raised  in  the  notice.   The
amount of the liability, if any, cannot be ascertained.

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

            None.

                             PART II


ITEM 5.      MARKET  FOR THE REGISTRANT'S COMMON STOCK AND RELATED
          STOCKHOLDER MATTERS

      The  Company's common stock is traded on the NASDAQ National
Market.   There  have been no dividends paid on  INTERSOLV  common
stock  since the Company's initial public offering in  1986.   See
the   market  price  information  in  Note  12  of  Notes  to  the
Consolidated Financial Statements on page 34 on this  Form   10-K.
The market price information represents "last sale" quotations and
does not include markups, markdowns or commissions.

     The number of holders of record of the Company's common stock
was approximately 219 at June 30, 1997.

ITEM 6.     SELECTED FINANCIAL DATA

           (amount in thousands, except per  share data)
                      Fiscal Year Ended April 30

                        1997      1996     1995     1994      1993

Revenues              $160,413  $145,313  $134,517  $99,568  $88,263

Income (loss) before
income taxes           (18,405)     (383)   16,083  (28,738) (14,889)

Net income (loss)      (21,166)   (3,711)   10,974  (29,045) (14,929)

Fully diluted (loss)
per share               ($1.05)   ($0.19)    $0.55   ($1.90)  ($0.99)

Total assets            96,017   110,917   104,808   84,313   64,962

Long-term liabilities
  (including current
  portion)               7,882     8,387     3,226    2,368    1,254

Notes:

Fiscal 1997 operating results include pretax charges totaling
$28.9 million (after-tax effect of $1.41 per share) resulting from
an adjustment that is primarily non-cash to reduce capitalized and
purchased software costs, along with related intangible assets, to
net realizable value (See Note 3 for additional detail).

Fiscal  1996  operating  results include pretax  charges  totaling
$13.6 million (after-tax effect of $0.67 per share) resulting from
the  acquisitions of TechGnosis International, Inc. ("TechGnosis")
and  PC  Strategies and Solutions, Inc. ("PCS").  Prior year  data
has  been  restated  to include TechGnosis and  PCS  acquisitions,
accounted for using the "pooling-of-interest" method (See  Note  3
for additional detail).

Fiscal  1994  operating  results include pretax  charges  totaling
$40.7 million (after-tax effect of $2.47 per share) resulting from
the acquisition of Q+E Software, Inc.

Fiscal  1993 operating results include a pre-tax charge  of  $16.6
million (after-tax effect of $1.27 per share) resulting from a non-
cash  adjustment to reduce unamortized capitalized software  costs
based  on  older  operating systems to net  realizable  value  and
certain other restructuring costs.

ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
     FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

      The  following table sets forth, for the periods  indicated,
the   percentages   which  selected  items  in  the   Consolidated
Statements of Operations are to total Revenues:

                                
                       
                                                      Year to Year
                            Selected Items as a        Percentage
                            Percentage of Revenues  Increase (Decrease)

                                                       1997      1996
                               Year Ended April 30  Compared to Compared to
                             1997     1996     1995     1996     1995

Revenues:
  License fees               56.9%     61.3%     64.6%     2%     3%
  Service fees               43.1      38.7      35.4     23     18
   Total                    100.0     100.0     100.0     10      8

Cost and expenses:
  Cost of products            7.7      10.8       8.9    (21)    31
  Cost of services           21.9      17.9      16.0     34     21
  Sales and marketing        45.6      44.0      42.7     14     12
  Research and development   10.9      10.1      10.1     20      7
  General and administrative  7.3       8.8      10.5     (9)   (10)
  Non-recurring charges      18.0       9.4       ---    N/M    N/M
    Total                   111.4     101.0      88.2     22     24

Operating income (loss)     (11.4)     (1.0)     11.8     N/M   N/M

Other income (expense), net  (0.1)      0.7       0.2     N/M   295

Income (loss) before income
 taxes                      (11.5)     (0.3)     12.0     N/M   N/M

Provision (benefit) for income
 taxes                        1.7       2.3       3.8     (17)  (35)

Net income (loss)           (13.2%)    (2.6%)     8.2%    N/M   N/M

N/M - Changes not meaningful


RESULTS OF OPERATIONS

Revenues

      The  Company's products are generally licensed to end  users
pursuant  to  a license agreement that restricts the  use  of  the
product to a designated number of developers.  The Company  also
offers  its customers  a  broad  range  of  services,  including
maintenance,  support, training  and  consulting.    Maintenance
services  consist  primarily  of  enhancements  and  upgrades   to
products  as well as telephone support concerning the use  of  the
Company's products.  Training and consulting services are  focused
on assisting customers in using the Company's products.

     The Company's product and service offerings are focused in
three primary solution areas:  Automated Software Quality (which
includes the PVCS products for Software Configuration Management
and QualityWorks products for Automated Software Testing), Data
Connectivity (which includes DataDirect ODBC drivers and
DataDirect Sequelink) and Year 2000 renewal.  The Company's other
solution areas include the Allegris Series, a series of component-
based development tools for the rapid delivery of client/server,
Internet and corporate intranet applications. The Company began
selling the Allegris Series and the QualityWorks solutions late
in fiscal 1997.  The Company acquired TechGnosis International
Inc. ("TechGnosis") in October 1995 and PC Strategies and
Solutions, Inc. ("PCS") in May 1995 in transactions accounted for
using the "pooling-of-interests" method.  INTERSOLV's historical
financial results for fiscal 1995 were restated to include the
results of operations for both of these companies.

Total Revenue

      Total revenue for fiscal 1997 was $160.4 million, which is a
10%  increase  over  fiscal  1996.   This  growth  was  driven  by
increased  revenues for PVCS and DataDirect product  lines,  which
grew  26%  and 18%, respectively. The PVCS and DataDirect revenues
grew due to increased license and service fee revenues, reflecting
continuing increased demand for these products.  Year 2000 renewal
revenue, a new  area for the Company, contributed over $6  million
to  fiscal 1997. These increases were offset somewhat by a decline
in  the  AppMaster  product  family, as  demand  for  COBOL  based
software solutions continued to decrease.  Exclusive of Year  2000
renewal revenues, AppMaster  revenues declined 27%.

      Total  revenue  for  fiscal 1996 was $145.3  million  or  8%
greater than fiscal 1995.  Revenue grew due to growth in the  PVCS
and  DataDirect  product  lines, which offset  a  decline  in  the
AppMaster  product  series.  Growth in  the  PVCS  and  DataDirect
series  resulted  from increased license fee  revenue  related  to
increased  demand for the software products and increased  service
fee  revenue  driven  by  the demand for consulting  and  training
services.  The decrease in the AppMaster product line is due to  a
decreased   demand  for  COBOL  based  software  solutions.    The
AppMaster  product series accounted for 26% of total  revenues  in
fiscal 1996 and declined 20% from fiscal 1995.

License Fee Revenue ("LFR")

      Fiscal  1997  LFR was $91.3 million, or a 2%  increase  over
fiscal  1996.   Fiscal 1996 LFR was $89.1 million, or  3%  greater
than  the  prior  year.   Growth in new  license  sales  for  PVCS
products and DataDirect products were the primary reasons for  the
increase.  LFR growth for the above areas was offset by a  decline
in new license sales for the Company's AppMaster product series.

Service Fee Revenue ("SFR")

      Fiscal  1997 SFR was $69.1 million, which is a 23%  increase
over  fiscal 1996.  Fiscal 1996 SFR was $56.2 million, or 18% more
than  fiscal  1995.  Increased demand for consulting and  training
services in both PVCS and DataDirect product lines, combined  with
growth  in  the  installed customer base and renewal  of  existing
maintenance  contracts  led to the growth during  the  three  year
period.

North American Revenue

      In  fiscal 1997, North American revenue grew 15% to  $111.5
million.  In fiscal 1996 North American revenue increased  8%  to
$96.9  million.  In fiscal 1997, the Company had  growth  in  all
product  families.  In fiscal 1996, revenue growth  in  the  PVCS
products,   along  with  revenue  contributions  from   the   new
DataDirect  products were the reasons for the increase.   Revenue
from the AppMaster products declined in fiscal 1996.

International Revenue

      In fiscal 1997, International revenue was $48.9 million  or
1%  greater  than last year. Changes in currency  exchange  rates
decreased fiscal 1997 revenues by $2 million when compared to the
prior  fiscal  year. In fiscal 1997, Europe decreased  1%,  while
Asia-Pacific grew 10%. Both Europe and Asia-Pacific had growth in
the  PVCS  and  DataDirect product lines, which  were  offset somewhat
by declines  from  the  AppMaster product lines.   In  fiscal  1996,
International revenue was $48.4 million, or 8% greater  than  the
prior  year. Changes in currency exchange rates increased  fiscal
1996  revenues by $0.4 million, when compared to the prior fiscal
year.    Europe grew 6%, while Asia-Pacific grew 10%.  Growth  in
the   PVCS  products  and  revenue  contributions  from  the  new
DataDirect products were the primary reasons for the increase.

Cost of Products

      Cost of products includes costs of software media, freight,
royalties  and  amortization of capitalized software  development
costs  and  purchased technology costs. In fiscal 1997,  cost  of
products decreased 21% to $12.4 million.  In fiscal 1996, cost of
products increased 31% to $15.6 million.  Cost of products  as  a
percentage of revenues was 7.7%, 10.8%, and 8.9% in fiscal  1997,
1996 and 1995, respectively.  Amortization expense is the largest
component  of cost of products. In the fourth quarter  of  fiscal
1997,  the  Company  wrote  down a  substantial  portion  of  its
capitalized  and  purchased software; accordingly  the  level  of
amortization  expense dropped.  This led to the overall  decrease
in cost of products for fiscal 1997.  The 1996 increase in amount
and  as  a  percentage of revenues were primarily the  result  of
higher  amortization  of  software development  costs  caused  by
significant new product releases during the fiscal year.

Cost of Services

      Cost  of  services includes personnel and related  overhead
costs  to  provide training, consulting and telephone support  to
customers  who  are  deploying the Company's  products.  Cost  of
services for fiscal 1997 increased 34% to $35.1 million.  Cost of
services for fiscal 1996 increased 21% to $26.1 million.  Cost of
services  as a percentage of Service fee revenues was  51%,  46%,
and  45%  in  fiscal  1997,  1996  and  1995  respectively.   The
increases  in amount and as a percentage of revenues during  this
three   year  period  was  primarily  the  result  of   increased
investment  in  personnel needed to support the increased  demand
for   consulting   and  training  services.   The   Company   has
experienced increased demand for consulting services for both the
PVCS   and   DataDirect  products,  in  addition  to   increasing
consulting  staff   levels  to support the  Company's  Year  2000
renewal  projects.   Personnel was also added  to  the  telephone
support functions, to support the growing customer base.

Sales and Marketing

      In  fiscal  1997, sales and marketing expenses  were  $73.1
million, or a 14% increase over fiscal 1996.  Sales and marketing
expenses  for  fiscal  1996 were $64  million,  which  is  a  12%
increase  when  compared to fiscal 1995 level of  $57.4  million.
Sales  and  marketing expenses as a percentage of  revenues  were
46%,  44%,  and  43% in fiscal 1997, 1996 and 1995, respectively.
The increase in fiscal 1997 reflected increased investment in the
field  and  telesales  channels, as  well  as  higher  levels  of
marketing  programs.   The increase in fiscal  1996  was  due  to
higher levels of investment in marketing programs, telesales  and
third party sales channels.

Research and Development

      Research  and  development  costs  includes  personnel  and
related   overhead  costs  incurred  to  develop  the   Company's
products,  less amounts capitalized in accordance with  FASB  86.
Research  and  development  expenses,  before  capitalization  of
certain  internal software development costs, were  $27  million,
$25.9  million and $22.7 million for the fiscal years ended April
30,  1997, 1996, and 1995 respectively.  Fiscal 1997 research and
development  costs were $17.6 million or 20% higher  than  fiscal
1996.   Fiscal 1996 research and development expenses were  $14.6
million,  or 7% higher than fiscal 1995 levels of $13.6  million.
As  a  percentage of revenues, research and development  expenses
were  11%  in  fiscal  1997 and 10% in each  of  1996  and  1995,
respectively. In fiscal 1997, the Company increased its level  of
investments  in  the  PVCS  and  DataDirect  product  lines,   in
addition  to  the costs incurred to develop Allegris,  which  was
released late in fiscal 1997.  The level of costs qualifying  for
capitalization decreased in fiscal 1997, which combined with  the
increase in costs as previously noted led to the overall increase
in  costs  for fiscal 1997.  The increase in fiscal 1996  is  due
primarily  to  the  Company's  increased  investment   in   PVCS,
DataDirect and Allegris.


General and Administrative

      General  and administrative expenses for fiscal  1997  were
$11.6  million  or  9%  lower  than  fiscal  1996.   General  and
administrative expenses for fiscal 1996 were $12.7 million or 10%
lower than fiscal 1995.  General and administrative expenses as a
percentage of revenues were 7%, 9% and 10% for fiscal years 1997,
1996  and 1995, respectively.  The fiscal 1997 and 1996 decreases
were  due  to elimination of duplicative administrative functions
of  TechGnosis., which were reflected in fiscal 1996  results  up
through its acquisition in October 1995.

Non-recurring Charges

Writedown of Software and Intangible assets

          In  the  fourth  quarter of fiscal  1997,  the  Company
completed a comprehensive business strategy review of its primary
market opportunities, which led the Company to record a charge of
$28.9  million  to writedown capitalized and purchased  software,
along  with  certain  related intangible  assets,  to  their  net
realizable values.  The Company determined the nature and  amount
of  this  charge after identifying which product  lines  will  be
primary  solution  areas  for future fiscal  years.   Based  upon
future expected net revenues for the primary solution areas,  the
Company   determined  that  certain  capitalized  and   purchased
software  assets  should be written down to  their  expected  net
realizable values. This consisted of $19.1 million to write  down
various capitalized and purchased software balances, $3.4 million
to  writedown intangible assets that were related to obsolete  or
discontinued  products,  $3.3  million  to  cover  the  costs  of
disposing  or  discontinuing certain products,  $1.6  million  of
inventory related to products that were discontinued or  disposed
of  and $1.5 million for losses on settlement of certain customer
receivables related to discontinued products.

TechGnosis Acquisition Charges

      In October 1995, the Company incurred $11.6 million of non-
recurring charges related to the acquisition of TechGnosis.  This
includes   $3.3   million  to  restructure  certain   distributor
agreements,  $2.5  million  for  consolidation  of  offices   and
equipment,  $2.2  million for severance  and  related  costs,  $2
million to write-off overlapping technologies and $1.6 million of
direct transaction and other transition expenses. As of April 30,
1997,  the remaining liability of $0.7 million relates to  amounts
to be disbursed for continuing office lease obligations.


PCS and C++ Views Product Line Acquisition Charges

      In  May  1995,  the  Company incurred $2  million  of  non-
recurring  charges  related to the acquisition  of  PCS  and  the
C++/Views  product  line from Liant Software,  Inc.   Acquisition
charges included a $0.7 million charge for purchased research and
development related to the C++/Views transaction.  The  remaining
$1.3   million  charge  was  for  direct  transaction   expenses,
severance and costs to consolidate operations.  All charges  were
disbursed by April 30, 1996.

Operating Income (Loss)

      Prior  to  non-recurring   charges,  the  Company  reported
operating  income  of $10.6 million,  $12.2  million,  and  $15.8
million  in  fiscal  1997, 1996, and 1995,  respectively.   As  a
percentage  of  revenues, this would be  6.6%,  8.4%,  and  11.8%
respectively.   In fiscal 1997, operating income  prior  to  non-
recurring charges dropped as the Company increased its investment
in   its  consulting  and  training  functions  to  support   the
increasing  demand for these services.  Operating  income  before
non-recurring  charges dropped in fiscal 1996 because  TechGnosis
was  investing in sales and marketing to expand its market in the
United States.  After non-recurring charges, the Company reported
operating  income (loss) of $(18.3) million, ($1.4) million,  and
$15.8 million in fiscal 1997, 1996, and 1995, respectively.

Other Income (expense)

      Other  income (expense), which is primarily net  investment
income (expense), for fiscal 1997 was ($.07) million, as compared
to  fiscal  1996 and 1995 levels of $1 million and $0.3  million,
respectively. Other income (expense) varied during the three year
period  primarily as a result of changes in the  amount  of  cash
available for investment, the level of subordinated debt and bank
debt outstanding during each of the three years.

Taxes

     The Company's effective tax rates were 15%, 870% and 32% for
fiscal  1997, 1996 and 1995, respectively.  In fiscal  1997,  the
variance from the statutory rate is due to the increase in the
valuation allowance for deferred tax assets and liability for tax
exposures. In fiscal 1996, the variance from the statutory
rate is because the Company did not recognize the benefit of  net
operating  losses  resulting primarily from acquisition  charges,
particularly  from its foreign operations.  In fiscal  1995,  the
variance  from  the  statutory  rate  is  due  to  research   and
experimentation tax credits and foreign tax rates that are  lower
than U.S. statutory rates.

Factors That May Affect Future Results

      This annual report on Form 10-K may contain forward-looking
information  within the meaning of Section 27A of the  Securities
Act of 1933 and Section 21E of the Securities and Exchange Act of
1934,  and  is  subject  to  the safe  harbor  created  by  those
sections.   The  Company  assumes no  obligation  to  update  the
information  contained  in the following  section  or  any  other
portion of this Form 10-K.
          
          The  development   tools   market   is
characterized  by  rapid changes in technology  and  user  needs.
Compatibility of the Company's products with customers' preferred
operating  systems and database management systems are  important
to  future  results  of  the Company.  The current  market  trend
appears  to  be  weighted  towards  building  client/server   and
cooperative  applications  using  a  changing  mix  of  operating
systems.  In addition, the development tools must function within
the   Internet  and  Intranet  environments.   The  Company   has
introduced  new  products, such as its Allegris  series  and  the
QualityWorks  series in late fiscal 1997. The  Company  has  also
discontinued  marketing selected products  across  its  different
product  lines  and  closely evaluate  other  non-strategic
products,  such as AppMaster Designer.  In fiscal  1997,  revenue
growth from the Company's primary solution areas more than offset
revenue  declines from non-strategic products.   Because  of  the
rapidly  changing  market,  there  is  no  assurance  that   this
substantial growth from the primary solution areas will continue.
Future  operating  results  could be  affected  by  the  market's
acceptance  of  the Company's existing and new products  in  this
rapidly changing market.

     Competition in the software development tools market is very
intense.   New and established companies continue to develop  and
market   competitive  products.   Principal   factors   affecting
competition    are   product   performance   and   functionality,
compatibility with the customer's operating environment, ease  of
use,  price  and  quality of customer support, documentation  and
services.   The  Company anticipates that  it  will  continue  to
experience  competition  from  current  vendors  and  new   firms
entering the market.

     The Company's service fee revenues have continued to grow in
fiscal  1997.  Continued growth of service revenues is  dependent
upon  acceptance of the Company's products within the market  and
the  Company's ability to recruit, train and retain  sufficiently
skilled  personnel  to  deliver the  services.   The  demand  for
personnel  with  information technology skills  is  very  strong;
accordingly   the  Company  must  compete  with  numerous   other
companies when recruiting personnel.

          The Company has received and anticipates receiving
additional contracts as part of its year 2000 renewal solution
offerings.  Certain contracts may be large, multi-year service
contracts with staged payment terms.  A delay in receiving these
contracts, as compared to the Company's expected date, could impact
the results for the quarter.  There is also a risk of successfully
managing a larger project and the risk of a material impact on results
because of unanticipated problems or delays, suspensions, renegotiations
or cancelllations of large projects, which could adversely impact
the expected profitability of the contract(s).

          The  Company  markets and sells its  products  directly
through its own operations  in the United States, United Kingdom,
Germany,  France,  Belgium, Japan and  Australia  and  through  a
network   of   dealer/distributors   in   30   other   countries.
Consequently,  the Company's results are affected by  changes  in
the global economies and foreign currency exchange rates.

      Although the Company does not believe that its business  is
subject  to  seasonal variations, sales historically tend  to  be
strongest  during  the fourth quarter of a  fiscal  year.   As  a
result, the Company typically experiences lower revenues for  the
first quarter of a fiscal year than in the fourth quarter of  the
prior fiscal year.  The Company's experience has also been that a
major  portion of its revenue is recognized during the last month
of a fiscal quarter and that fluctuations in revenue and earnings
may  occur  due  to  the  timing of  orders.   Quarterly  results
therefore  can  vary to the extent that sales for a  quarter  are
delayed,  particularly  since a large portion  of  the  Company's
expenses do not vary with revenues.

      Inflation has not had a material effect on the past results
of  the  Company,  however, there can be no  assurance  that  the
results of operations will not be affected in the future.
LIQUIDITY AND CAPITAL RESOURCES

Cash Flows

      In  1997,  operating activities generated $3.8  million  in
cash,  after spending $3.2 million for various acquisition costs.
Investing activities used $17.4 million, as the Company  invested
$9.5  million  in  capitalized and purchased  software  and  $7.7
million  in  fixed assets.  Financing activities in the  form  of
stock  option  exercises and purchases under the  employee  stock
purchase  plans  and net proceeds from various  debt  obligations
generated  $4.6  million and $4.9 million,  respectively,   which
offset  the $3.4 million spent to repurchase the Company's common
stock. Overall cash decreased $8 million.

     In fiscal 1996, operating activities generated $18.2 million
in  cash,  after  spending $8.3 million for  various  acquisition
costs.   Investing activities used $17.7 million, as the  Company
invested $12.9 million in capitalized and purchased software  and
$4.9 million, net, in fixed assets.  Financing activities in  the
form  of  stock option exercises and purchases under the employee
stock  purchase plans generated $8.7 million.  The  Company  also
spent  $4.8  million  to  acquire common  stock  from  TechGnosis
International shareholders and $1.1 million to repay various debt
obligations and $1.1 million associated with the Q+E acquisition.
Overall cash increased $1.6 million.

     In fiscal 1995, operating activities generated $12.9 million
in  cash,  after spending $4.4 million for various  restructuring
and  acquisition costs.  Investing activities used $13.5  million
as the Company invested $9.4 million in capitalized and purchased
software  and $3.7 million in fixed assets.  Financing activities
in  the  form of stock option exercises and purchases  under  the
employee  stock purchase plan generated $7.4 million,  while  the
issuance  of convertible subordinated notes generated $4 million.
The  Company  also spent $5 million to reacquire  shares  of  its
common stock, and $2.2 million to satisfy installment obligations
associated  with its acquisition of Q+E Software,  Inc.   Overall
cash increased $4.1 million in fiscal 1995.

Current Financial Position

      At April 30, 1997 the Company had cash and cash equivalents
of  $20.2  million. The Company also has a $15 million  revolving
unsecured credit facility, of which $6 million was outstanding at
April  30,  1997. The credit facility, which is due to expire  in
September 1998, carries an interest rate  based upon the  LIBOR
rate plus 1.5% or prime, at the Company's option.  The commitment
fee  is 3/8% per annum on the unused portion of the credit  line.
The  Credit  Agreement  has  various covenants  which  limit  the
Company's  ability to dispose of assets, purchase its own  stock,
pay  dividends  and  purchase  other  significant  businesses  or
technologies.   The Company is also required to maintain  certain
financial ratios.  The Company was in violation of one covenant in
fiscal 1997, which was waived by the banks.
          The   Company   also   had  $87,000   in   subordinated
convertible debt, which is due in September 1999.  The  Company's
ratio of current assets to current liabilities, or current ratio,
was  1.3  to  1, compared with 1.5 to 1 at the beginning  of  the
fiscal year.

Future Liquidity and Capital Requirements

      In  fiscal  1998, the Company expects to  invest  about  $9
million  in fixed assets, such as computer equipment. The Company
believes  that  the  existing cash balances, together  with  cash
generated by operating activities and available borrowings,  will
be adequate to meet the Company's liquidity and capital needs for
the foreseeable future.

      The  Company will also continue to evaluate the acquisition
of  technologies or product lines which are consistent  with  its
current strategy.  The Company expects to fund these transactions
using  cash  on-hand  and  cash  provided  from  operations.   If
necessary  or  desirable, the Company may fund these transactions
using debt, equity or other sources.


ITEM 8.          FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                  INDEX TO FINANCIAL STATEMENTS

                        
                                                        Pages

      Report of Independent Accountants                     17
      
      Financial Statements:
      
      
      Consolidated Statements of Operations for
         the fiscal years ended April 30, 1997,
         1996, and 1995                                     18
      
      Consolidated Balance Sheets as of
          April 30, 1997 and 1996                      19 - 20
      
      Consolidated Statements of Cash Flows
         for the fiscal years ended April 30, 1997,
         1996, and 1995                                     21
      
      Consolidated Statements of Changes in
         Stockholders' Equity for the fiscal years
         ended April 30, 1997, 1996, and 1995               22
      
      Notes to Consolidated Financial Statements       23 - 35


                REPORT OF INDEPENDENT ACCOUNTANTS
               
To the Board of Directors and Shareholders of
INTERSOLV, Inc.


      We  have audited the consolidated financial statements  and
the   financial  statement  schedule  of  INTERSOLV,   Inc.   and
Subsidiaries  listed  in Item 14(a) of  this  Form  10-K.   These
financial statements and the financial statement schedule are the
responsibility  of the Company's management.  Our  responsibility
is  to  express an opinion on these financial statements and  the
financial statement schedule based on our audits.

      We  conducted  our  audits  in  accordance  with  generally
accepted  auditing standards.  Those standards  require  that  we
plan  and perform the audit to obtain reasonable assurance  about
whether   the   financial  statements  are   free   of   material
misstatement.   An  audit includes examining, on  a  test  basis,
evidence  supporting the amounts and disclosures in the financial
statements.   An  audit  also includes assessing  the  accounting
principles used and significant estimates made by management,  as
well  as evaluating the overall financial statement presentation.
We  believe  that our audits provide a reasonable basis  for  our
opinion.

      In  our opinion, the financial statements referred to above
present  fairly,  in  all  material  respects,  the  consolidated
financial  position  of INTERSOLV, Inc. and  Subsidiaries  as  of
April  30, 1997 and 1996, and the consolidated results  of  their
operations  and their cash flows for each of the three  years  in
the  period  ended April 30, 1997, in conformity  with  generally
accepted accounting principles.  In addition, in our opinion, the
financial  statement schedule referred to above, when  considered
in  relation to the basic financial statements taken as a  whole,
presents  fairly,  in  all  material  respects,  the  information
required to be included therein.









COOPERS & LYBRAND L.L.P.



Washington, D.C.
July 18, 1997

                         INTERSOLV, INC.
                                
              CONSOLIDATED STATEMENTS OF OPERATIONS
          (amounts in thousands, except per share data)


                                  Fiscal Years Ended April 30,
                                    1997     1996     1995

Revenues:
   License fees                   $91,324  $89,147   $86,951
   Service fees                    69,089   56,166    47,566

Total revenues                    160,413  145,313   134,517

Costs and expenses:
   Cost of products                12,429   15,649    11,937
   Cost of services                35,077   26,091    21,585
   Sales and marketing             73,123   64,026    57,373
   Research and development        17,555   14,626    13,646
   General and administrative      11,626   12,744    14,156
   Non-recurring charges           28,933   13,600       ---

Total costs and expenses          178,743  146,736   118,697

Operating income (loss)           (18,330)  (1,423)   15,820

Other income (expense), net           (75)   1,040       263

Income (loss) before income taxes (18,405)    (383)   16,083

Provision for income taxes          2,761    3,328     5,109

Net income (loss)                ($21,166) ($3,711)  $10,974

Shares used in computing
 primary net income (loss)
 per share                         20,119   19,348    19,483

Primary net income (loss)
 per share                         ($1.05)  $(0.19)    $0.56

Shares used in computing fully
 diluted net income (loss) per
 share                             20,119   19,348    20,172

Fully diluted net income (loss)
 per share                         ($1.05)  ($0.19)    $0.55

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


                         INTERSOLV INC.
                                
                   CONSOLIDATED BALANCE SHEETS
                     (amounts in thousands)
                                
                             ASSETS

                                           as of April 30,
                                        1997            1996

Current assets:
  Cash and cash equivalents           $20,180          $28,215
  Accounts receivable, net of
    allowance for doubtful accounts 
    of $4,129  and $3,136              50,338           37,645

  Prepaid expenses and other current
    assets                              6,156            7,237

Total current assets                   76,674           73,097

Software, at cost                       6,235           53,229
  Accumulated amortization             (1,957)         (30,559)

Total software, net                     4,278           22,670

Property and equipment:
  Furniture and equipment               18,405          25,947
  Leasehold improvements                 5,507           4,809
  Accumulated depreciation and
   amortization                        (12,346)        (22,921)

Total property and equipment, net       11,566           7,835

Notes receivable and other assets        3,499           7,315

Total assets                           $96,017        $110,917













The accompanying notes are an integral part of the consolidated
financial statements.
                                
                         INTERSOLV, INC.
                                
                   CONSOLIDATED BALANCE SHEETS
            (amounts in thousands, except share data)
                                
              LIABILITIES AND STOCKHOLDERS' EQUITY
                                

                                               as of April 30,
                                            1997             1996
                                
Current liabilities:
  Short-term notes payable and current
  portion of long-term debt                $6,621           $   570
     Accounts payable                       9,576             9,853
     Accrued acquisition costs                706             3,953
     Accrued compensation and employee
     benefits                              13,831             9,514
     Other accrued expenses                 6,452             5,314
     Deferred revenue                      20,471            18,799
     Income taxes payable                     970             1,587

Total current liabilities                  58,627            49,590

Long-term liabilities :
     Deferred taxes                         5,264             5,106
     Minority interests                       ---               292
     Long-term debt, less current portion   1,290             2,419
Total long-term liabilities                 6,554             7,817

Total liabilities                          65,181            57,407

Subordinated convertible notes                 87             3,676

Commitments and contingencies


Stockholders' equity:
  Common stock, $.01 par value; 50,000,000
  shares authorized; 20,578,000 and
  19,733,000 issued and outstanding           208               198
    Paid-in capital                        99,179            92,967
    Treasury stock, at cost                (1,523)              ---
    Accumulated deficit                   (62,484)          (41,318)
    Cumulative currency translation
     adjustment                            (4,631)           (2,013)

Stockholders' equity                       30,749            49,834

Total liabilities and stockholders'
 equity                                   $96,017          $110,917



 The accompanying notes are an integral part of the consolidated
                      financial statements.
                         INTERSOLV, INC.
                                
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                     (amounts in thousands)

                                          Fiscal Years Ended April 30,
                                            1997      1996      1995

Cash inflows (outflows)

Operating activities:
  Net income (loss)                      ($21,166)  ($3,711)   $10,974
  Non-cash items:
    Depreciation and amortization          13,446    14,923     11,993
    Deferred income taxes                     158     2,735      2,105
    Write-down of software and intangible
    assets                                 22,535     2,386        ---
  Payment of restructuring/acquisition
    charges                                (3,247)   (8,278)    (4,409)
  Changes in assets and liabilities,
   net of effect of acquisition:
    Accounts receivable                   (12,813)      924     (12,013)
    Refundable income taxes                   ---       580        (211)
    Prepaid expenses and other current
     assets                                 1,081    (2,380)     (2,338)
    Accounts payable and accrued
     expenses                               2,103     7,795       5,554
    Deferred revenue                        1,672     3,253       1,259
Net cash provided by operating activities   3,769    18,227      12,914

Investing activities:
     Additions to software                 (9,478)  (12,951)     (9,391)
     Additions to property and equipment   (7,697)   (5,721)     (3,696)
     Sale/leaseback of equipment              ---       776         ---
     Other                                   (209)      161        (372)
Net cash used in investing activities     (17,384)  (17,735)    (13,459)

Financing activities:
     Issuance of subordinated convertible
     notes                                    ---       ---       4,000
     Purchase of common stock for treasury (3,445)     (264)     (5,001)
     Purchase of common stock from
      TechGnosis shareholders                 ---    (4,800)        ---
     Proceeds from sale of common stock,
      including tax benefits                4,555     8,678       7,417
     Payment of Q+E installment liabilities   ---    (1,107)     (2,214)
     Net proceeds (repayment) of debt
      obligations                           4,922    (1,062)        108
Net cash provided by financing activities   6,032     1,445       4,310

Effect of exchange rate changes on cash      (452)     (383)        347
Net increase (decrease) in cash and cash
 equivalents                               (8,035)    1,554       4,112
Cash and cash equivalents, beginning of
year                                       28,215    26,661      22,549
Cash and cash equivalents, end of year    $20,180   $28,215     $26,661

Supplemental Data
Cash paid for interest                       $717      $615        $460
Cash paid for income taxes                   $269      $802        $307

The accompanying notes are an integral part of the consolidated
financial statements.
                       INTERSOLV, INC.
                              
            CONSOLIDATED STATEMENTS OF CHANGES IN
                    STOCKHOLDERS' EQUITY
                   (amounts in thousands)

                              
                                                             Cumulative
                   Common Stock Paid In Treas. Stk  Accum.   Translation
                   Shares  Amt. Capital Shrs. Amt.  Deficit  Adjustment Total
Balance,
April 30, 1994    18,282 $183 $86,553 (25)  ($37) ($48,619) ($1,299)  $36,781

Acquisition of
 The Software Edge,
 Inc.                 472    5     107  ---    ---        38      ---      150
Sale of common stock
 under stock option
 and stock purchase
 plans                379    3   5,013 (194) 2,401       ---      ---    7,417
Repurchase of common
 shares               ---  ---     ---  735 (5,001)      ---      ---   (5,001)
Translation
 adjustment           ---  ---     ---  ---   ---        ---      716      716
Net income            ---  ---     ---  ---   ---     10,974      ---   10,974

Balance,
 April 30, 1995    19,133  191  91,673  566  (2,637) (37,607)    (583)  51,037

Sale of common
 stock under stock
 option and stock
 purchase plans       879    8   4,608 (145)  2,079      ---      ---    6,695
Net repurchases
 (reissuances) of
 common shares        (25) ---   1,160 (320)    563      ---      ---    1,723
Retire treasury
 shares              (101) ---     --- (101)    (5)      ---      ---       (5)
Translation
 adjustment           ---  ---     ---  ---     ---      ---   (1,430)  (1,430)
Purchase of common
 stock from
 TechGnosis
 shareholders        (239)  (2) (4,798) ---     ---      ---      ---   (4,800)
Conversion of
 subordinated
 convertible
 notes                 86    1     324  ---     ---      ---      ---      325
Net loss              ---  ---     ---  ---     ---   (3,711)     ---   (3,711)

Balance,
 April 30, 1996    19,733  198  92,967    0       0  (41,318)   (2,013)  49,834

Sale of common
 stock under stock
 option and stock
 purchase plans,
 including tax
 benefit              278    1   2,632  (203)  1,922     ---       ---   4,555
Repurchase of
 common stock        (381) ---     ---   381  (3,445)    ---       ---  (3,445)
Translation
 adjustment           ---  ---     ---   ---     ---     ---    (2,618) (2,618)
Conversion of
 subordinated
  convertible
  notes               948    9   3,580   ---     ---     ---       ---   3,589
Net loss              ---  ---     ---   ---     --- (21,166)      --- (21,166)

Balance,
 April 30, 1997    20,578 $208 $99,179   178 ($1,523)($62,484) ($4,631)$30,749

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

                       INTERSOLV, INC.

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                              

                              

(1) SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING
     POLICIES
INTERSOLV, Inc. (the "Company" or "INTERSOLV"), is engaged
in the development, marketing and support of computer
software products and services in three major solution
areas: automated software quality, data connectivity and
year 2000 renewal. The Company's objective is to build
products that deliver high productivity on simple projects
and are powerful enough to handle scalability requirements
of production-grade information systems without retooling.

Consolidation

      The  consolidated financial statements include the
accounts of  INTERSOLV  and  its  wholly-owned subsidiaries.
Intercompany accounts,  transactions and profits have been
eliminated  in  the consolidated financial statements.
Use of Estimates in Preparation of Financial Statements
      The  preparation of financial statements in conformity
with generally  accepted accounting principles requires
management  to make  estimates and assumptions that affect
the reported  amounts of assets and liabilities and
disclosure of contingent assets and liabilities  at  the
dates of the financial statements  and  the reported
amounts  of revenues and expenses during  the  reported
periods.  Actual results could differ from those estimates.
Revenue Recognition
      The  Company's  revenues consist primarily of  license
and service  fees,  which  include fee-paid consulting  and
training services  and  maintenance services.  Software
license  fees  are recognized upon initial shipment of the
product and acceptance by the  customer, assuming collection
of the receivable is probable. Training and consulting fees
are recognized upon delivery of  the services.   Revenues
and costs related to  maintenance  services provided  in
the  initial  30-day  warranty  period,  which  are
insignificant,   are  bundled  with  the  initial license and
recognized  concurrently with the license fee.  Maintenance
fees for  support beyond the warranty period are recorded as
deferred revenue and recognized ratably over the period of
the maintenance contract, typically twelve months.

Cash and Cash Equivalents

      Cash  and  cash  equivalents consist  of  time  and
demand deposits  and highly liquid investments purchased
with a maturity of  three  months or less.  The Company
maintains  its  time  and demand  deposits in bank deposit
accounts which,  at  times,  may exceed federally insured
limits.  The Company has not experienced any losses in such
accounts.

Concentrations of Credit Risk

      Financial instruments which potentially expose the
Company to  concentrations  of credit risk, as defined  by
Statement  of financial  Accounting  Standards No. 105,  consist
primarily  of trade accounts  receivable.   The  Company's customer
base  is primarily  Fortune 1000 companies or branches  thereof,
with  no customer  accounting for more than 10% of the
Company's revenues, which minimizes  potential concentrations of
credit  risk. The Company  does  not  require  collateral  upon
delivery  of its products.

Fair Value of Financial Instruments

      Statement of Financial Accounting Standards No.  107 ("FAS 107)
requires disclosure of the fair value of certain financial instruments 
where it is practicable to estimate that value.   The carrying  amount
of cash and cash equivalents approximated fair value as  of  April 30, 1997
and 1996 because of the  relatively short  maturity  of  these instruments.
The carrying amount of notes receivable, short-term debt and long-term
debt approximates fair  value as the Company believes these
instruments carry terms which are comparable to similar instruments.

Sale of Receivables

       The   Company  has  implemented  Statement  of
Financial Accounting  Standards  No. 125 - "Accounting  for
Transfers  and Servicing  of Financial Assets and Extinguishment of
Liabilities" ("FAS 125") in  fiscal 1997. There was  no  adjustment
in the accompanying  financial statements due to the implementation
of FAS 125. In fiscal 1997, the Company entered into an agreement to
sell  approximately $5.1 million in accounts receivable at a  net
discount  of approximately  7.25%, which  has  been  charged  to
operating expenses in the accompanying consolidated statement of
operations.   Approximately $2.6 million was sold on  a  recourse basis,
for  which the Company remains liable  in  the  event  of default.

Income Taxes

      Deferred tax assets and liabilities are recognized for
the expected  future  tax  consequences  of  events  that
have  been included  in the financial statements or tax
returns.   They  are determined  annually based on the
differences  between  financial statement  and  tax  bases
using enacted tax laws  and  rates  in effect  for  the
year in which the differences are  expected  to affect
taxable income.  Valuation allowances are established when
necessary to reduce deferred tax assets to the amount
expected to be  realized.  The provision for income taxes is
the tax  payable for  the  year  plus the change in the
deferred  tax  assets  and liabilities during the year.

Currency Translation

      Assets  and liabilities of the Company's foreign
operations are  translated into U.S. dollars at the exchange
rate in  effect at the  balance sheet date and revenues and expenses
are translated  at  average rates in effect during the  period.   The
unrealized  currency translation adjustment  is  reflected as a separate
component of stockholders' equity on the balance sheet.

Net Income(Loss) Per Share

     During fiscal 1997, the Financial Accounting Standards
Board issued  Statement  of Financial Accounting Standards
No.  128  "Earnings  per  Share"  ("FAS 128").  The Company
will  implement this  in  fiscal 1998; the impact is not
expected to be material. Earnings  (loss)  per share was
computed by dividing  net  income (loss)  by  the sum of the
weighted average number of  shares  of common stock and common
stock equivalents outstanding during the period when dilutive and
the dilutive impact of the convertible subordinated notes.  Common
stock equivalents consist  of  common stock issuable on the exercise
of outstanding stock options, less the  shares that could have
been purchased with the proceeds from the exercise of the
options (the "Treasury Stock Method").




Statement of Cash Flows

      The  consolidated statements of cash flows are
intended  to reflect only cash receipt and cash payment
activity and does  not reflect  noncash  investing and
financing  activity.   In  fiscal 1997, the Company
recognized a tax benefit of approximately  $2.8 million
related  to  the  exercise of stock  options,  which  is
reflected  in  the accompanying consolidated statements  of
cash flows.  Noncash  activity for each of the three one-
year  periods ended  April 30, 1997, 1996, and 1995 was not
significant  except for the acquisition of The Software
Edge, Inc. in September 1994, as  more  fully  discussed  in
Note  2,  and  the  conversion  of subordinated convertible
notes into common stock, as shown in the accompanying
consolidated statement of changes in  stockholders' equity.
Accounting for Stock-based Compensation
      Under  Statement of Financial Accounting Standards No.
123 ("FAS   123"),   companies  can  either   elect   to
recognize compensation  expense  based upon the  estimated
fair  value  of employee  stock  options and other equity
instruments  issued  to employees  at the date the
instruments are granted  or  they  can elect to continue to
follow the guidance under APB Opinion 25   Accounting for
Stock Issued to Employees ("APB 25"), and disclose in  the
footnotes the pro forma net income and earnings per share as
if  FAS  123 had been applied.  The Company will continue
to follow the guidance of APB 25. (See Note 8)

Property and Equipment and other Long-Lived Assets
     Property and equipment are stated at cost and
depreciated on a  straight-line  basis  over  their
estimated  useful lives. Furniture and equipment are
generally depreciated over  terms  of three  to  five years,
leasehold improvements are amortized  over the  shorter  of
the assets' useful lives or  the  term  of  the related
lease period. Computer software purchased  for  internal use
is  amortized over terms not exceeding five years.   Repairs
and  maintenance  are charged to operations as  incurred.
Major improvements and betterments are capitalized.
          In  accordance  with Statement of Accounting
Standards No. 121 - "Accounting for the Impairment of Long-
Lived Assets and for  Long-Lived  Assets to be Disposed Of"
("FAS 121"),  all  non current  assets  that are to be held
and used  are  reviewed  for impairment  whenever events or
changes in circumstances  indicate that  the  carrying
amount of the asset in question  may  not  be recoverable.
The  Company  estimates  the  future  cash   flows expected
from using the asset(s) in question and their  eventual
disposition.  When this amount is less than the carrying
amount, an  impairment loss is recorded.  Assets to be
disposed of,  with certain  exceptions, are reported at the
lower of  cost  or  fair value  less  the cost to sell the
asset.  The Company recorded  a charge for impairment of
certain long-lived assets, as more fully described in Note
3.

Research and Development
      Research and development expense, before the
capitalization of  certain internal software development
costs, amounted to  $27 million,  $25.9  million and $22.7
million for the  fiscal  years ended April 30, 1997, 1996
and 1995, respectively.

Capitalized Software
      Certain internal software development costs are
capitalized subsequent to the establishment of technological
feasibility  for the  product  as  evidenced  by  a  working
model.   Capitalized internal  software development costs
amounted  to  $9.5  million, $11.3  million, and $9.1
million for the fiscal years ended April 30,  1997,  1996
and 1995, respectively.  Capitalization  ceases when  the
product is available for general release to customers, at
which time amortization of the capitalized costs begins.
The Company also purchases selected technologies from time
to time to supplement  or  expand its product lines. The
Company  amortizes capitalized  software development costs
for  new  products  based upon  the  greater of the amount
computed using (i) the ratio  of current  gross revenues to
current and future anticipated   gross revenues or (ii) the
straight line method, over a three year life or the
products' economic life, if shorter. Purchased software is
amortized over useful lives of three to five years on a
straightline  basis.  Amortization of capitalized and
purchased  software costs  was  $8.7 million, $10.6 million,
and $8.2 million  during fiscal  1997,  1996, and 1995,
respectively, and is  included  in cost of products.
      The  Company continually compares the unamortized
costs  of capitalized  software  development costs and
purchased  software costs to the expected future revenues
for those products.  If the unamortized  costs  exceed  the
expected  future  net  realizable value, the excess amount
is written off (See Note 3).
Reclassifications
     Certain amounts previously reported have been
reclassified to conform with current year presentation.

(2) ACQUISITIONS

TechGnosis International, Inc.

        In  October  1995, INTERSOLV acquired all of  the
outstanding common  and preferred stock of TechGnosis
International,  Inc. ("TechGnosis")  for  2.5 million shares
of  INTERSOLV  common stock  and $4.8 million in cash.  In
addition, INTERSOLV  also assumed TechGnosis' obligations
under its $3.9 million of 8.4% Subordinated  Convertible
Notes ("Notes") due  in  1999.   The notes  are  convertible
into 1,020,756  shares  of  INTERSOLV common   stock.
Total   value  of   the   transaction   was approximately
$80 million.  TechGnosis, which is headquartered
in Belgium, provides cross-platform data access technology
for client/server environments.  The transaction was
accounted for using    the    "pooling-of-interests"
method;   accordingly INTERSOLV's  fiscal 1995 historical
financial statements  have been restated to include the
financial position and results of operations of TechGnosis.

PC Strategies & Solutions, Inc.

      In  May  1995,  INTERSOLV acquired all of  the
outstanding common  stock  of  PC Strategies & Solutions,
Inc.  ("PCS")  for 675,000  shares  of  INTERSOLV  common
stock  (valued  at   $9.3 million).   The transaction was
accounted for using the "pooling-of-interest"  method;
accordingly  the  fiscal  1995 historical financial  statements
of INTERSOLV have been restated to  include the  financial
position and results of operations  of  PCS.  PCS provides
consulting  and  training  services  focusing  on   the
implementation of object-oriented client/server technology.

      Separate results of operations for the periods prior
to the acquisitions of TechGnosis and PCS are as follows (in
thousands):
                         (Unaudited)    
                        Quarter Ended           Fiscal year ended
                        July 31, 1995           April 30, 1995
  Revenues
     INTERSOLV          $28,858                 $114,817
     TechGnoisis/PCS      3,806                   19,700
Combined revenues       $32,664                 $134,517

Net Income (loss)
     INTERSOLV             $473                  $13,461
     TechGnosis/PCS       (2,042)                 (2,487)
Combined net income (loss)($1,569)               $10,974

C++/Views Product Line

      In May 1995, INTERSOLV acquired the rights to
the C++/Views product line owned by Liant Inc. for
$1.2 million.  INTERSOLV did not  acquire any of the
common stock of Liant Inc.  As  discussed in  Note
3,  $0.7  million was allocated to in-process
software development   efforts   which  had  not
reached   technological feasibility.   This  amount
was charged to operations  in  fiscal 1996.

The Software Edge, Inc.
     In September 1994, INTERSOLV acquired all of the
outstanding common  stock  of the Software Edge, Inc.
("Software  Edge")  for approximately  $5.7  million
consisting  of  471,819  shares  of INTERSOLV  common
stock.  Software Edge developed and marketed  a
software  product which complements the Company's
PVCS  line  of software  configuration management
tools.   The  transaction  was accounted  for using
the "pooling of interest" method.   Software Edge's
results  of operations beginning May 1,  1994  have
been included  in  the Company's results.  Results
for previous  years have not been restated because
the impact is not material.

(3) NON-RECURRING CHARGES

Writedown of Software and Intangible assets

          In  the  fourth  quarter of fiscal  1997,
the  Company completed a comprehensive business
strategy review of its primary market opportunities,
which led the Company to record a charge of $28.9
million  to  writedown capitalized and purchased
software along  with  certain  related intangible
assets,  to  their  net realizable values.  The
Company determined the nature and  amount of  this
charge after identifying which product  lines  will
be primary  solution  areas  for future fiscal
years.   Based  upon future expected net revenues for
the primary solution areas,  the Company determined  that
certain  capitalized  and   purchased software  assets
should be written down to  their expected  net realizable
values. This consisted of $19.1 million to write  down various
capitalized and purchased software balances, $3.4 million to
writedown intangible assets that were related to
obsolete  or discontinued  products,  $3.3  million
to  cover  the  costs  of disposing  or  discontinuing certain
products,  $1.6 million  of inventory related to products that were
discontinued or  disposed of  and $1.5 million for losses on
settlement of certain customer receivables related to discontinued
products.

TechGnosis Acquisition Charges
      In October 1995, the Company incurred $11.6
million of nonrecurring charges related to the
acquisition of TechGnosis.  This includes $3.3 million
to restructure distributor agreements, $2.5 million
for consolidation of offices and equipment, $2.2
million for severance  and  related costs, $2  million to
write-off overlapping  technologies and $1.6 million of direct
transaction and  other  transition  expenses.  As  of
April  30,  1997,  the remaining  liability  of $.7
million relates  to  amounts  to  be disbursed for
continuing office lease obligations.

PCS and C++/Views Acquisition Charges

      In  May  1995,  the  Company incurred $2
million  of  nonrecurring  charges  related to the
acquisition  of  PCS  and  the C++/Views  Product
line.  Acquisition charges  included  a  $0.7 million
charge for purchased research and development related
to the C++/Views transaction.  The remaining $1.3
million charge was for  direct  transaction  expenses,
severance  and costs to consolidate operations, which were
all disbursed  by April  30, 1996.

                  
(4) BUSINESS SEGMENT AND GEOGRAPHIC AREA INFORMATION

     The Company operates in one industry segment, the
development and  marketing of computer software
programs and related services. The  Company markets
its products worldwide and operations can  be grouped
into  three  main geographic areas.  Pertinent
financial data  by  major geographic area is
summarized below.  (Amounts  in thousands)

                               NORTH    EUROPE    ASIA/
                              AMERICA  & OTHER   PACIFIC  CONSOLIDATED
Fiscal 1997:
Revenues:
     Customers               $111,541   $31,509  $17,363    $160,413
     Intercompany                (330)    3,920   (3,590)        ---
        TOTAL                $111,211   $35,429  $13,773    $160,413
Income (loss) from
  operations                 ($21,878)    ($505)  $4,053    ($18,330)
Identifiable assets           $72,167   $15,163   $8,687     $96,017

Fiscal 1996:
Revenues:
     Customers                $96,883   $32,420   $16,010    $145,313
     Intercompany               5,311    (4,711)     (600)        ---
        TOTAL                $102,194   $27,709   $15,410    $145,313
Income (loss) from operations ($1,798)  ($4,215)   $4,590     ($1,423)
Identifiable assets           $83,361   $19,096    $8,460    $110,917

Fiscal 1995:
Revenues:
      Customers               $89,567   $30,413   $14,537    $134,517
      Intercompany              3,276    (3,041)     (235)        ---
        TOTAL                 $92,843   $27,372   $14,302    $134,517
Income (loss) from operations $14,209   ($2,611)   $4,222     $15,820
Identifiable assets           $79,990   $21,406    $3,412    $104,808

     Intercompany revenues between geographic areas
are accounted for as transfer fees representative of
transactions with unaffiliated third parties.  These
fees are intended to cover primarily software
development expense and cost of goods. Identifiable
assets are those assets that are identifiable with
operations in each geographic area.  General corporate
assets in North America include cash and cash
equivalents and capitalized software costs.  No
customer accounted for 10% or more of total revenue
during the fiscal years ended April 30, 1997, 1996 and
1995.  Included in Europe and Other revenues is $4.8
million, $7.3 million and $10.4 million of export
revenues to countries where the Company has no foreign
owned operations.  Approximately 95% of the North
American revenues is to customers based in the United
States and the remainder is to customers in Canada and
Mexico.

(5) DEBT

Lines of Credit and Short-Term Notes Payable

      The  Company has an unsecured credit arrangement
with  two banks  (the  "Credit Agreement").  The
Credit Agreement  provides for  borrowings not to
exceed $15 million.  The Credit  Agreement was
renewed  in October 1996 and is due to expire  in
September 1998. Interest on borrowings would be at the
LIBOR  rate  plus 1.5%  or prime, at the Company's option.
The commitment  fee  is 3/8%  per  annum on the unused
portion of the credit  line.   The weighted average
rate during fiscal 1997 and the rate as of April 30,
1997  was 8.25%.  The Credit Agreement has various
covenants which  limit the Company's ability to
dispose of assets, purchase its  own  stock,  pay
dividends and purchase  other  significant businesses
or  technologies.  The Company is  also  required  to
maintain  certain  financial ratios.  The Company was in
violation  of  one  of  the financial covenants for
fiscal 1997. This violation was waived by the  two
banks.  As  of  April 30,  1997  there  was
$6,000,000 outstanding.  No amounts were outstanding
during the  year  ended April 30, 1996.

     TechGnosis had $1,083,000  of short-term debt
outstanding under foreign lines of credit and other
borrowing arrangements during fiscal 1996.  Interest
on the short-term debt ranged from 3.5% to 10% with
varying maturity dates through December 1995. Foreign
lines of credit and other borrowing arrangements were
generally restricted for working capital purposes.
The borrowings are primarily collateralized by certain
assets of the Company's foreign operations.  All
amounts were repaid by April 30, 1996.

Long-term Debt

    Long-term debt consists of the following at April 30:

                                                1997               1996
                                                     (In Thousands)
Notes payable to two companies with interest at
5.47%; payable in monthly principal and interest
installments through February 1999               406                611

Non-interest bearing accrued liabilities payable
to four individuals, payable in monthly
installments                                   2,009              2,642

     Total debt                                2,415              3,253
Less current portion                          (1,170)            (1,158)
 Long-term debt excluding current portion     $1,245             $2,095

The maturities of long-term debt are as follows
(in thousands):            1998     $1,170
                            1999     1,245
                                    $2,415

(6) COMMITMENTS AND CONTINGENCIES

Operating and Capital Lease Obligations

       The  Company  leases  office  space  and
equipment  under noncancelable  operating  leases
expiring  through   2017.    In addition, the Company
leases office equipment on a month-to-month basis,
which  can  be terminated at any time  at  the
Company's option.   None  of  the  agreements contain
unusual  renewal  or purchase  options.  Total rent
expense in fiscal 1997,  1996  and 1995 was $10.5, $7
million, and $4.4 million, respectively.

      Future  minimum  lease  payments  under  the
noncancelable operating lease agreements as of April
30, 1997, are as follows:

                     Years Ending April 30,
                         (in thousands)
                          
  1998   1999   2000   2001   2002   Thereafter  Total
 $9,398 $8,450 $5,855 $4,691 $4,189   $17,210   $49,793

                                              
      The  Company  also leases computer equipment
under  capital leases.   The  present  value  of
future  minimum  capital  lease payments as of April
30, 1997 is as follows:

     1998                              $172
     1999                                29
     2000                                21
     2001                                 2
     2002                                --

     Total minimum payments             224
     Less amount representing interest  (21)
     Present value of net minimum
       capital lease payments           203
     Less current installments of
       capital lease obligations       (158)
     Long-term portion of capital
       lease obligations                $45
       
The long-term portion of capital lease obligations is
included in long-term debt in the consolidated
balance sheet.

Contracting Costs (Discontinued Operations)
      Prior  to  April  1986,  certain revenues
associated  with discontinued   operations  were
generated  under   cost-plus-fee contracts with the
U.S. government and are subject to adjustments upon
audit by the Defense Contract Audit Agency (DCAA).
Audits through  January 31, 1986 have been completed.
On  December  5, 1990,  the  Company received a
notice from the  DCAA  questioning certain  charges
aggregating approximately $2.4 million  incurred by
the Company during fiscal 1985 and 1986.  The Company
filed  a response  in  April, 1991, which provided
additional  information regarding the issues raised
in the notice.    The amount  of  the liability, if
any, can not be ascertained.

Sales and Income Taxes
      The  Company  sells its products in various
states  through different  distribution channels,
including telesales and  direct sales.   On  certain
sales, the Company must collect  and  remit sales
tax  to  the  respective states.  These  sales  taxes
are subject  to  adjustment  upon audit  by  the
respective  states. Liabilities  may  result from
this process;  however,  management believes   the
reserves  provided  for  these  liabilities   are
sufficient.
      The  Company's income tax returns are subject
to  audit  by Federal,  state  and  foreign  tax
authorities.   Adjustments  to increase or decrease
taxable income or losses may result from the audits.
Management believes the impact of these adjustments,
if any,  would not have a material impact on the
Company's financial statements taken as a whole.

(7) SUBORDINATED CONVERTIBLE NOTES

    As a result of  the acquisition of TechGnosis in
October 1995, the Company incurred an obligation for
$3,865,000 of 8.4% subordinated convertible notes
which are due in September 1999. Interest is payable
quarterly.  As of April 30, 1997, there was $86,660
of principal amount outstanding, which can be
converted into INTERSOLV common stock at the option
of the holder at any time prior to maturity.  The
conversion price per share is $3.7864, which would be
adjusted for certain dilutive events.
The Company may prepay the notes at any time prior to
maturity. Upon prepayment, the note holder will
receive a warrant to purchase the number of shares of
INTERSOLV common stock determined by dividing the
prepayment amount by the conversion price.  The
warrants shall be exercisable until 1999.  The
Company has not prepaid any of the notes or issued
any warrants.

(8) CAPITAL STOCK

Stock Option Plans

     The Company has one active stock option plan,
the 1992 Stock Option Plan (the "1992 Plan"), which
provides for the granting of incentive  and
nonqualified stock  options  to  purchase  up  to
3,000,000 shares of common stock.  The option price
must be equal to  or  greater  than  fair market
value at the  date  of  grant. Options  are  granted
for terms of up to ten years and  most  are
exercisable  in  cumulative annual increments of 25%
each  year, commencing  one year after the date of
grant.  This plan  expires in  2002.   The  Company
applies  APB  Opinion  25  and  related
interpretations  in  accounting for this plan.
Accordingly,  no  compensation  expense  has  been
recorded  in  the accompanying financial statements
for this plan.
          The  Company has 323,583 options
outstanding under  the 1982  Stock Option Plan (the
"1982 Plan"), which has expired.  In addition,   the
Company  has  9,296 shares  and  125,297  shares
outstanding  under option plans that were assumed
from  Q+E  and TechGnosis, respectively, as a result
of the acquisition of those companies.   The  average
price of the  outstanding  options  is $10.16,
$10.24  and  $0.89 under the 1982,  Q+E  and
TechGnosis plans,  respectively.  No further options
will be  granted  under those plans.
Information  regarding the Company's 1992 Stock
option  plan  is summarized below:


                              Weighted-              Fair value of
                              Average     Options      Options
                      Shares  Exercise  Exercisable    Granted
                               Price
April 30, 1994
 options outstanding   740,921
     Granted           537,314  $11.06
     Exercised         (90,826)   7.34
     Canceled          (65,344    9.42
April 30, 1995
 options outstanding 1,122,065    9.19     152,207
     Granted         1,274,998   13.22               $10,554,706
     Exercised        (196,591)   8.13
     Canceled         (379,762)  14.77
April 30, 1996
 options outstanding 1,820,710   10.78     293,871
     Granted           883,574    8.19                $4,881,907
     Exercised          (2,500)   7.25
     Canceled         (249,814)  11.16
April 30, 1997
 options outstanding 2,451,970   $9.82     748,683


          As of April 30, 1997, the 2,451,970 options
outstanding under the 1992 Plan have exercise prices
between $6.50 and $21.00 and a weighed average
remaining contractual life of 8.6 years.

          If  the Company had recorded compensation
for the  1992 Plan  based  upon  the fair value at
the grant dates  of  options issued in fiscal 1996
and 1997 and for the Employee Stock Purchase Plan
at the dates of purchase, consistent with the method
of FASB Statement 123, the Company's net income and
earnings  per share would have been adjusted to the
amounts shown below:
              
                      
                                 Fiscal 1996         Fiscal 1997
Net Income         As reported     ($3,711)            ($21,166)
                   Pro forma       ($5,520)            ($24,065)

Primary EPS        As reported      ($0.19)              ($1.05)
                   Pro forma        ($0.29)              ($1.20)

Fully diluted EPS  As reported      ($0.19)              ($1.05)
                   Pro forma        ($0.29)              ($1.20)

          The fair value of each stock option is
estimated on the date  of grant using the Black-
Scholes  option-pricing model with the following
weighted-average assumptions: an expected life of 6
years, expected volatility of 70%, a dividend yield
of 0%  and  a risk-free  interest rate of  6.40%
in fiscal 1996 and  6.25%  in fiscal 1997.

Employee Stock Purchase Plan
      The  Company has an Employee Stock Purchase
Plan, which  is authorized  to grant rights to
purchase an aggregate  maximum  of 640,000  shares of
common stock.  Employees of the  Company  with three
months of continuous service are eligible to
participate.
       Rights  are  granted  twice  yearly  and  are
exercisable effective  the  succeeding  June 30  or
December  31.   Eligible employees  may  purchase
shares of common stock  through  payroll deductions
at a purchase price which is 85% of fair market
value at  the  beginning or the end of each six-month
offering  period, whichever  is  lower.   During
fiscal  1997,  1996,  and 1995, respectively, 203,076,
102,958, and 96,454 shares of common stock were purchased
under this plan.

Shareholder Rights Plan

      The  Company  has  a Shareholder Rights Plan
(the  "Rights Plan"), which is designed to deter
coercive takeover tactics  and to  prevent  an
acquirer  from gaining control  of  the  Company
without   offering  a  fair  price  to  all  of   the
Company's shareholders.   Under  the Rights Plan,
each  common  stockholder receives  one  right (a
"Right") for each share of  common  stock which
entitles its holder to buy one one-hundredth of a
share  of Series A Junior Participating Preferred
Stock ("Series A")  at  a purchase price of $40.00.
The Rights will not be exercisable  or separable from
the common stock until a specified period after  a
person  or group has acquired or has the right to
acquire 20%  of the  Company's  common  stock or has
commenced  a  tender  offer resulting in the
ownership of 30% or more of the Company's common
stock.

      If  the  Company is acquired in a merger or
other  business combination  transaction, each Right
will entitle the  holder  to receive, upon exercise,
common stock of either the Company or the acquiring
company  having  a market value  equal  to  twice
the exercise price of the Right.  Each Right is
nonvoting and expires on  August 31, 1999.  The
Company may generally redeem the Rights at  the
Company's option prior to such Right becoming
exercisable at a redemption price of $.01 per Right.

Warrants

      The  Company has issued warrants to purchase
140,000 shares of  the  Company's common stock at an
exercise price of  $10.375. As  of  April 30, 1997,
77,467 shares were exercisable, with  the balance
becoming exercisable in increments of 31,267 shares
on an annual basis through February 1999.  The
warrants expire in 2006.

(9) EMPLOYEE BENEFIT PLAN

401(k) Plan

      The  Company has a savings and investment plan
(the "Plan") which  covers  employees of the Company
and that qualifies  under section  401(k)  of  the
Internal Revenue  Code.   All  full-time employees
who are at least 21 years old and have worked a
minimum of  three  months  at  the Company are
eligible  to  participate. Contributions  up  to  10%
of eligible employees'  salaries,  as defined,  may
be  made  by employees and the  Company  can  make
matching  contributions.   The Company contributed
$346,000  and $303,000 in fiscal 1997 and 1996,
respectively.

(10) INCOME TAXES

      The  U.S.  and  foreign components of income
(loss)  before provision for income taxes were as
follows (in thousands):
                                Years Ended April 30,
                               1997     1996     1995
United States               ($21,672)  $2,951   $15,466
Foreign                        3,267   (3,334)      617
                            ($18,405)  ($ 383)  $16,083


The provision for income taxes consist of the
following (in thousands):

                                Years Ended April 30,
                               1997     1996     1995
Current provision:
     U.S. federal             $1,547    $  ---  $2,456
     Foreign                     904       ---     184
     State                       151       593     289
                               2,602       593   2,929
Deferred provision (benefit)
     U.S. federal                159     2,735   2,180
     Foreign                     ---       ---     ---
     State                       ---       ---     ---
                                 159     2,735   2,180
                              $2,761    $3,328  $5,109


            The provision for income taxes result in
effective tax rates which differ from the U.S. Federal
statutory income tax rate as follows:
                                1997     1996     1995

  Statutory U.S. Federal income
    tax rate                    (35.0%) (35.0%)   35.0%
  State income taxes, net of
    federal benefit               1.0    77.7      1.2
  Foreign taxes impact           (4.7) (143.2)     (.4)
  Changes in valuation allowance
    and liability for
    tax exposures                52.5   909.1      ---
  Alternative minimum tax         ---     ---       1.6
  Nondeductible permanent
    expenses                      1.2    60.3      ---
  Other                           ---     ---      (5.6)
                                 15.0%   868.9%    31.8%


     The tax effects of the components of the deferred
tax assets and liabilities are as follows (in thousands):

                                           April 30               April 30,
                                             1997                   1996
                
     Net operating loss carryforwards       $7,849                 $6,973
     Research and experimental tax credits   1,809                    997
     Property and equipment                    301                    131
     Allowance for doubtful accounts           971                  1,178
     Other accruals                          2,934                  2,088
     Valuation allowance                   (13,864)                (8,691)
                     
           Total deferred tax assets           ---                  2,676
Deferred tax liabilities:
      Liability for tax exposures           (4,027)                   ---

     Capitalized software, net              (1,237)                (7,782)

          Total deferred tax liabilities    (5,264)                (7,782)

          Net deferred tax liabilities     ($5,264)               ($5,106)


     The Company provided a full valuation allowance
on the total amount  of  its  deferred  tax  assets
at  April  30,1997  since management does not believe
that it is more likely than not  that these  assets
will be realized. Net operating loss carryforwards
for  U.S.  and  foreign tax purposes are $14.3
million  and  $5.5 million,  respectively, which
expire through 2012.  Research  and experimental tax
credit carryforwards totaling $1.8 million are also
available and expire through 2000.

(11) OTHER INCOME (EXPENSE)

     Other income (expense) includes interest income
of $501,000, $1,083,000,  and  $917,000  in  fiscal
1997,  1996,  and   1995, respectively,  and
interest expense of $578,000,  $615,000,  and
$460,000 in fiscal 1997, 1996, and 1995,
respectively.


(12) QUARTERLY FINANCIAL DATA (UNAUDITED)

Quarters                             First     Second     Third     Fourth
                              (amounts in thousands, except per share data)
1997

Revenues                           $32,747     $37,665     $42,083  $47,918
Costs and Expenses                  32,830      35,615      37,062   73,236
Net income (loss)                       36       1,396       3,369  (25,967)
Primary net income (loss) per share   0.00       $0.07       $0.16   ($1.26)
Fully  diluted  net income (loss)
 per  share                           0.00       $0.07       $0.16   ($1.26)
Stock Price:
  High                              $12.00       $9.87      $11.12   $10.12
  Low                                $8.37       $7.50       $7.50    $6.25

1996
Revenues                           $32,664     $33,714     $38,894  $40,041
Costs and Expenses                  34,244      44,089      32,532   35,871
Net Income (loss)                   (1,569)     (9,906)      4,651    3,113
Primary net income (loss)per share  ($0.08)     ($0.52)      $0.23    $0.15
Fully diluted net income (loss)
  per share                         ($0.08)     ($0.52)      $0.22    $0.15
Stock Price:
     High                           $26.25      $25.37      $17.25   $16.37
     Low                            $14.00      $14.50       $9.25    $9.62

      The  fourth quarter of fiscal 1997 includes a
non-recurring charge  of  $28.9  million related to
the  writedown  of  certain software and intangible
asset balances, as discussed in  Note  3. The first
and second quarter of fiscal 1996 include non-
recurring charges of $2 million and $11.6 million,
respectively, related to the acquisitions  of
PC Strategies  &  Solutions,  Inc. and TechGnosis
International, Inc., as discussed in Notes 2 and 3.

ITEM 9.      CHANGES  IN  AND DISAGREEMENTS WITH
ACCOUNTANTS  ON ACCOUNTING AND FINANCIAL DISCLOSURE
     None.
                       PART III
                        
                           
ITEM 10.     DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
      Except  as set forth below in this Item 10, the
information required  by this Item 10 is incorporated
herein by reference  to the  Company's definitive
proxy statement to be filed within  120 days  after
the end of the Company's fiscal year ended April  30,
1997.
EXECUTIVE OFFICERS
      The  following table indicates the names, ages
and positions of  the Company's  executive officers.
There  is  no  family relationship between any of the
officers or directors.

     Name                     Age     Position

     Kevin J. Burns           48     Chairman of the Board
     Gary G. Greenfield       42     President and
                                      Chief Executive Officer
                           
     Kenneth A. Sexton        43     Senior Vice
                                      President, Finance & Administration
                                      and Chief Financial Officer
      Panos  Anastassiadis    47     Senior Vice President, Worldwide
                                       Distribution

      Gary M. Wright          52     Senior Vice President,
                                      Worldwide Services

      Mr.  Burns  was Chief Executive Officer of the
Company  from 1986 to 1996.  He was elected Chairman
of the Board in 1990.  From 1986  to  1995, Mr. Burns
also served as President of the Company. From  1984
to  1986,  he was Executive Vice President  and  Chief
Operating Officer, and from 1982 to 1984, Executive
Vice President of  the Company.  He has also been a
Director of the Company since 1986.

      Mr.  Greenfield was elected Chief Executive
Officer  of  the Company  in 1997.  From 1995 to 1996,
he was President  and  Chief Operating  Officer.  From
1992 to 1995,  he  was  Executive  Vice President,
Chief Operating Officer. From 1989  to  1992,  he  was
Executive Vice President, Product Operations.  From
April 1991  to October  1991  he  was  also the Chief
Financial  Officer  of  the Company.  He served as
Senior Vice President, Product Services and Operations
from  1988  to  1989.  He served  as  Vice  President,
Marketing from 1987 to 1988.

      Mr.  Sexton was elected  Senior Vice President,
Finance  & Administration  and Chief Financial Officer
of  the  Company  in 1996.   From  1991  to  1996, he
was Vice  President,  Finance  & Administration and
Chief Financial Officer of the  Company.  From 1984
to 1991, he was Controller and Chief Accounting
Officer  of Life Technologies, Inc., a biotechnology
company.

      Mr.  Anastassiadis  was  appointed Senior  Vice
President, Worldwide Distribution in 1996.  From 1993
to 1996, he was Senior Vice President, International
Operations.  From 1991 to 1993,  he was country manager
of the Company's Southern European operations and  prior
to  that he held senior sales positions  with  Legent
Corporation.
      Mr.  Wright was appointed Senior Vice
President,  Worldwide Services  in  1997.  From 1995
to 1997, he  was  Vice  President, Worldwide
Services. From 1992 to 1995, he was a  principal
with Insource  Technology Corporation, a technology
services  company, and  from  1990  to  1992, he was
President and  Chief  Executive Officer  of
Information Technology Associates, Inc., a management
consulting company.

ITEM 11.     EXECUTIVE COMPENSATION
       The  information  required  by  this  Item  11
is  hereby incorporated  by  reference  to the
Company's  definitive  proxy statement  to  be  filed
within 120 days after  the  end  of  the Company's
fiscal year ended April 30, 1997.

ITEM 12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

       The  information  required  by  this  Item  12
is  hereby incorporated  by  reference  to the
Company's  definitive  proxy statement  to  be  filed
within 120 days after  the  end  of  the Company's
fiscal year ended April 30, 1997.

ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS

       The  information  required  by  this  Item  13
is  hereby incorporated  by  reference  to the
Company's  definitive  proxy statement  to  be  filed
within 120 days after  the  end  of  the Company's
fiscal year ended April 30, 1997.

                       PART IV
                          
                          
                          
ITEM 14.     EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
          AND REPORTS ON FORM 8-K

     (a) Documents Filed as a Part of this Form 10-K:

          1.  Financial    Statements. The following
          consolidated  financial statements of
          INTERSOLV,  Inc. and  Subsidiaries and
          Report of Independent Accountants relating
          thereto are filed as Item 8 of this report.
          
          Description

          Report of Independent Accountants

          Consolidated  Balance Sheets as of April
          30,  1997  and 1996
          
          Consolidated  Statements of Operations for
          the  fiscal years ended April 30, 1997,
          1996 and 1995
          
          Consolidated  Statements of Cash Flows for
          the  fiscal years ended April 30, 1997,
          1996 and 1995
          
          Consolidated  Statements  of Changes  in
          Stockholders' Equity for the fiscal years
          ended April 30, 1997,  1996 and 1995
          
Notes to Consolidated Financial Statements

2.     Financial Statement Schedules.
The following consolidated financial statement schedule
of  INTERSOLV,  Inc. and Subsidiaries are  filed  as  a
schedule to this Report:

Schedule  II  - Valuation and Qualifying  Accounts  and
Reserves

Report  of Independent Accountants on this schedule  is
included  in  the  Report  of  Independent  Accountants
covering  the consolidated financial statements,  which
is included herein.

Schedules  omitted  are not present  because  (i)  such
schedules are not applicable or required or,  (ii)  the
information   required  has  been  presented   in   the
financial statements or notes thereto.

3.       Exhibits.   The  following  Exhibits   (listed
according to the number assigned in the table  in  Item
601  of  Regulation S-K) are filed with this Report  or
incorporated by reference as set forth below:

Exhibit
Number                           Exhibit Description
     Articles of Incorporation and By-laws
 3.1      Second  Restated  Certificate  of
          Incorporation,  as amended,  of  the  Company
          (incorporated herein by reference to  Exhibit
          3(a)  to the Company's Registration Statement
          on Form S-4 (Registration No. 33-38937)).
 3.2      By-Laws, as amended (incorporated
          herein by reference to  Exhibit 3.2 to the Company's
          Annual Report  on Form 10-K for the fiscal year ended 1991).

     Instruments  Defining  the  Rights  of   Security
     Holders, Including Indentures
     
 4.0      Specimen Common Stock  Certificate
          (incorporated herein by reference to  Exhibit
          4.0 to the Company's Annual Report on Form 10K
          for the fiscal year ended   1992.)
 4.1      Rights  Agreement, dated August  29,
          1989  between  the Company and  Sovran  Bank,
          N.A.  (incorporated herein  by  reference  to
          Exhibits 4.1 to the Company's Current  Report
          on Form 8-K dated September 21, 1989).  First
          National  Bank   of Boston is  currently  the
          Company's  transfer  agent  and  has  assumed
          Sovran   Bank's   obligations   under    this
          agreement.

Certain Management   Contracts,   Compensation   Plans,
          Contracts or Arrangements
          
10.1      The  Company's  1982  Stock  Option
          Plan,  as  amended  (incorporated  herein  by
          reference  to  Exhibit 10.1 to the  Company's
          Annual  Report  on Form 10-K for  the  fiscal
          year ended April 30, 1990).
 10.2     The Company's 1992 Stock Option Plan
          (incorporated herein by reference to  Exhibit
          4(a)  to the Company's Registration Statement
          on Form S-8 (Registration No. 33-56220)).
          
          
10.4      Amendment  to  the  Company's  1992
          Stock  Option  Plan,  dated  June  16,   1994
          (incorporated herein by reference to  Exhibit
          10.6  of the Company's Annual Report on  Form
          10-K  for  the  fiscal year ended  April  30,
          1994).
          
          
10.6      The  Company's 1992 Employee  Stock
          Purchase  Plan (incorporated by reference  to
          Exhibit  4(a)  to the Company's  Registration
          Statement of Form S-8 (Registration  No.  33
          56166)).
          
10.7      Amendment  to  the  Company's  1992
          Employee Stock Purchase Plan, dated June  16,
          1993  (incorporated herein  by  reference  to
          Exhibit  10.9 to the Company's Annual  Report
          on  Form 10-K for the fiscal year ended April
          30, 1993).
          
10.8     Amendment to the Company's 1992 Employee
          Stock Purchase   Plan, dated July 1,  1996
          (incorporated by reference to Exhibit 4(b) to
          the  Company's Registration Statement on Form
          S-8 (Registration No. 333-07351)).
          
10.9     Employment Agreement between the Company  and
          Kevin  J. Burns, Chairman, dated October  1,
          1996.
          
10.10     Employment Agreement between the Company  and
          Gary   G.  Greenfield,  President  and  Chief
          Executive  Officer,  dated  August  1,   1996
          (incorporated herein by reference to  Exhibit
          10.2  to  the Company's Quarterly  Report  on
          Form  10-Q  for  the quarter ended  July  31,
          1996).
          
10.11     Employment Agreement between the Company  and
          Kenneth A. Sexton, Senior Vice President  and
          Chief Financial Officer, dated August 1, 1996
          (incorporated herein by reference to  Exhibit
          10.3  to  the Company's Quarterly  Report  on
          Form  10-Q  for  the quarter ended  July  31,
          1996).
          
Material Contracts in Ordinary of Business

10.12     Financing Agreement dated July 27,
          1992 between the Company as the borrower  and
          Maryland  National  Bank and  First  National
          Bank  of  Boston as lenders (incorporated  by
          reference  to Exhibit 10.25 to the  Company's
          Annual  Report  on Form 10-K for  the  fiscal
          year ended April 30, 1992).

10.13     Amendment  to  the  Financing
          Agreement  dated July 19, 1993,  between  the
          Company  as  borrower and  Maryland  National
          Bank  and  First National Bank of  Boston  as
          lenders (incorporated herein by reference  to
          Exhibit 10.27 to the Company's Annual  Report
          on  Form 10-K for the fiscal year ended April
          30, 1993).
                   
10.14     Amendment  to  the   Financing
          Agreement dated August 11, 1994, between  the
          Company   as   borrower  and   Nations   Bank
          (successor  to  Maryland National  Bank)  and
          First  National  Bank of  Boston  as  lenders
          (incorporated herein by reference to  Exhibit
          10.10 to the Company's Annual Report on  From
          10-K  for  the  fiscal year ended  April  30,
          1994).
                   
10.15     Amendment  to  the Financing Agreement  dated
          October  30,  1996, between  the  Company  as
          borrower and NationsBank, N.A. (successor  to
          Maryland  National Bank) and  First  National
          Bank of Boston as lenders.
                   
Other Contracts
10.17     Form  of Indemnification
          Agreement   between  the  Company   and   its
          directors,  officers  and  certain  employees
          (incorporated herein by reference to  Exhibit
          10.13 to the Company's Annual Report on  Form
          10-K  for  the  fiscal year ended  April  30,
          1994).
                   
10.18     Stock Exchange Agreement by  and
          among   INTERSOLV,  Inc.,  PC  Strategies   &
          Solutions, Inc. and Michael Goldman dated May
          1,  1995 (incorporated herein by reference to
          the  Company's Current report on Form 8-K  as
          filed on May 11, 1995).
                   
10.19     Registration  Rights  Agreement
          between  INTERSOLV, Inc. and Michael  Goldman
          dated  May  1, 1995 (incorporated  herein  by
          reference to the Company's current report  on
          Form 8-K as filed on May 11, 1995).
                   
10.20     Agreement of Merger dated October
          22,  1995  by and among INTERSOLV, TechGnosis
          International,   Inc.,   INTERSOLV    Perkins
          Corporation   and  certain  stockholders   of
          TechGnosis  International, Inc. (incorporated
          herein  by  reference to  Exhibit  2  of  the
          Company's Current Report on Form 8-K as filed
          on November 7, 1995).
                   
10.21     Registration  Rights  Agreement
          between    INTERSOLV,   Inc.   and    certain
          stockholders   of  TechGnosis  International,
          Inc.  (incorporated herein  by  reference  to
          Exhibit 3 of the Company's Current Report  on
          Form 8-K as filed on November 7, 1995).
Other Exhibits

11.1      Computation of Earnings per Share

21.1      Subsidiaries of the Company.
23.1      Consent of Coopers & Lybrand L.L.P.
27        Financial  Data  Schedule  (EDGAR
          version only)

 (b)      Reports on Form 8-K:

          None

 (c)      Exhibit

          The list of exhibits required by Item 601 of
          Regulation S-K is included in Item (a)3 above.
            
            
 (d)      Financial Statement Schedules


          See Item (a)2 above.
                                SIGNATURES


      Pursuant to the requirements of Section 13 or 15(d) 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.

Date:     July 29,1997          INTERSOLV, INC.


               By /s/ Kenneth A. Sexton
                    Kenneth A. Sexton
                    Senior Vice President, Finance
                     & Administration and Chief Financial Officer

      Pursuant to the requirements of the Securities Exchange Act of  1934,
this  report  has  been signed by the following persons on  behalf  of  the
Registrant and in the capacities indicated on July 29, 1997.

Signature                    Title


/s/ Kevin J. Burns        Chairman of the Board of Directors
Kevin J. Burns

/s/ Gary G. Greenfield    Director and Chief Executive Officer
Gary G. Greenfield        (Principal Executive Officer)


/s/ Kenneth A. Sexton     Senior Vice President, Finance  &
Kenneth A. Sexton         Administration and
                          Chief Financial Officer
                          (Principal Financial and Accounting Officer)
                                      
/s/ Norman A. Bolz        Director
Norman A. Bolz

/s/ Richard A. Carpenter  Director
Richard A. Carpenter

/s/ Robert N. Goldman     Director
Robert N. Goldman

/s/ Russell E. Planitzer  Director
Russell E. Planitzer
/s/ Charles O. Rossotti   Director
Charles O. Rossotti

/s/ Frank A. Sola         Director
Frank A. Sola

/s/ R. Craig Roos         Director
R. Craig Roos

/s/ Michel Berty          Director
Michel Berty

                        INTERSOLV, INC. AND SUBSIDIARIES
                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                             (amounts in thousands)
                             
                             
                   Balance at Charged to  Charged to              Balance at
                   beginning   costs and     other   Deductions     end of
                   of period   expenses    accounts  write-offs     period  
DESCRIPTION
1997
Allowance for
doubtful accounts    ($3,136)    ($3,863)   $   ---     $2,870     ($4,129)

1996

Allowance for
doubtful accounts    ($1,960)    ($2,515)   $   ---     $1,339     ($3,136)

1995

Allowance for
doubtful accounts    ($1,058)    ($2,102)   $   ---     $1,200     ($1,960)



                      Exhibit 10.9
                                
                      EMPLOYMENT AGREEMENT

 THIS EMPLOYMENT AGREEMENT (the "Agreement"), made as of the 1st
day of October, 1996, is entered into between INTERSOLV, INC. a
Delaware corporation with its principal place of business at 9420
Key West Avenue, Rockville, Maryland 20850 (the "Company"), and
Kevin J. Burns (the "Executive").
 WHEREAS, the Executive has been employed by the Company as Chief
Executive Officer of the Company since March 1986, and more
recently pursuant to an Employment Agreement between the
Executive and the Company, dated as of August 1, 1996 (the
"Employment Agreement"), and WHEREAS, the Company and the Executive
desire to amend and replace the Employment Agreement with this
Agreement,
NOW THEREFORE, the Company and the Executive hereby agree as
follows:
1.     Termination of Former Employment Agreement.   The
Employment Agreement is hereby amended in its entirety by this
Agreement, and from and after October 1, 1996, the terms and
conditions of the Executive's employment shall be governed
exclusively by this Agreement.
2.     Term of Employment.  The Company hereby agrees to employ
the Executive, and the Executive hereby accepts employment with
the Company, upon the terms and conditions set forth in this
Agreement.  During the period commencing October 1, 1996 and
ending September 30, 1997 (the "Part-time Employment Period"),
the Executive shall be a part-time employee of the Company and,
in such capacity, will serve as Chairman of the Board and as a
Director of the Company.  During the Part-time Employment Period,
the Executive shall not be required to devote more than fifty
(50) percent of his business time to his duties as Chairman and
as a Director of the Company.  During the period commencing
October 1, 1997 and ending September 30, 1998 (the "Consultation
Period"), the Executive shall serve as a consultant to the
Company and continue to serve as Chairman of the Board and as a
Director of the Company.  In his capacity as a consultant during
the Consultation Period, the Executive will not be obligated to
devote more than forty-five (45) days in any twelve-month period
or more than four (4) days in any calendar month to the
performance of consulting services to or for the benefit of the
Company.  For purposes of this Agreement and Section 10(b) of the
1982 INTERSOLV, Inc. Stock Option Plan and Section 11(b) of the
1992 INTERSOLV, Inc. Stock Option Plan (individually, the "1982
Plan" or the "1992 Plan" and collectively, the "Plans"), there
shall be an irrebuttable presumption that the Executive, during
the Consultation Period, shall have satisfied the conditions of
the referenced sections of the Plans, and shall have rendered
substantial services to the Company for purposes of allowing any
relevant option to be exercised during the Consultation Period.
During the period commencing October 1, 1998 and ending September
30, 1999 (the "Transition Period"), the Executive shall serve as
Chairman of the Board and as a Director of the Company.
 3. Duties and Responsibilities.
  3.1 During the Part-time Employment Period, the Executive shall
have such authority and part-time duties and responsibilities as
are reasonably delegated to him by the Board, including, without
limitation, assisting the Chief Executive Officer and
responsibility for the review, on behalf of the Board, of
management strategies, plans, policies and human resources, and
for undertaking operational and strategic activities and programs
as agreed with the Board and the Chief Executive Officer of the
Company.  The Executive shall also assist the Board in evaluating
management's performance.
  3.2 During the Consultation Period, the Executive shall serve
as an adviser to the Chief Executive Officer of the Company, and
shall assist in promoting the Company's business, subject to his
commitment to the performance of consulting services for the
Company as provided in Section 2 of this Agreement.
  3.3 During the Transition Period, the Executive shall perform
the duties and responsibilities customarily performed by a
chairman of the board of a corporation.
  3.4 The Executive hereby accepts such employment and
consultancy and agrees to undertake such duties and
responsibilities and such other related duties and
responsibilities as the parties shall mutually agree to.  During
the Part-time
Employment Period, the Consultation Period and the Transition
Period, the Executive shall be permitted to pursue such other
business activities as he shall desire, provided that such
activities do not materially interfere with the performance of
his part-time duties and his consulting services (as the case may
be) specified in Section 2 and Section 3 of this Agreement.
  3.5 The Executive agrees to abide in all material respects by
the applicable rules, regulations, instructions, personnel
practices and policies of the Company and any changes therein
which may be adopted from time to time by the Company and
communicated to him, except to the extent inconsistent with this
Agreement.
 4. Compensation.
  4.1 Salary.  During the Part-time Employment Period, the
Company shall pay the Executive, (a) in equal monthly
installments, a salary of $275,000, and (b) the bonus, if any,
payable pursuant to the Company's Incentive Compensation Plan
established by the Company for its senior executive officers .
During the Consultation Period, the Company shall pay the
Executive, in equal monthly installments, the sum of $275,000.
During the Transition Period, the Company shall pay the
Executive, in equal monthly installments, the sum of $100,000.
The Executive shall not be entitled to any additional
compensation for his services as a Director during the Part-time
Employment Period, Consultation Period and Transition Period.
  4.2 Special Bonus for Services.  In consideration for his
services rendered to the Company prior to the date of this
Agreement and as an inducement to perform services for the
Company as provided herein, the Company shall make a lump-sum
payment to the Executive in the aggregate amount of $200,000 on
February 15, 1999, subject, however, to the Executive's rights to
receive such payment prior to February 15, 1999 as set forth in
Sections 13.2 and 13.3 of this Agreement.
 5. Health Benefits.  During the Part-time Employment Period, the
Consultation Period, the Transition Period and any period that he
continues to serve as a Director of the Company, the Executive
shall be entitled to participate in all of the health and medical
benefits that the Company currently has in place and/or
establishes and makes available for participation by senior
executives of the Company, to the same extent as senior
executives of the Company.
 6. Stock Option/Stock Incentive Plans.  During the Part-time
Employment Period, the Executive shall be entitled to participate
in the Company's stock option and other stock incentive plans for
senior executive(s); provided, however, that the grant of any
stock options shall be subject to the discretion of the Board or
a committee of the Board if the Board delegates such authority to
a committee.  Stock options to purchase Common Stock of the
Company granted prior to October 1, 1996 and held by the
Executive as of the date of this Agreement are hereinafter
referred to as "Outstanding Stock Options."  The Outstanding
Stock Options shall vest and become immediately exercisable as
provided in Section 9 of this Agreement.  Options awarded to the
Executive after the date hereof, if any, shall continue to vest
during the Part-time Employment Period, the Consultation Period
and for such period thereafter as the Executive shall continue to
serve as a Director of the Company. Notwithstanding any provision
to the contrary in the plans or agreements governing the
Executive's stock options, the periods governing the
post-employment exercise of such stock options shall not begin to
run until such time as the Executive shall cease to serve as a
Director of the Company.
 7. Other Benefits.  During the Part-time Employment Period, the
Executive shall be entitled to participate in all incentive, life
insurance and saving and retirement plans, practices and policies
and programs applicable generally to other senior executives of
the Company.  During the Part-time Employment Period, the
Consultation Period and for such period thereafter as the
Executive shall continue to serve as a Director of the Company,
the Executive shall be eligible for participation in and shall
receive all benefits under welfare benefit plans, practices,
policies and programs provided by the Company and its affiliated
companies (including, without limitation, medical, prescription,
dental, disability, salary continuance, employee life, group
life, accidental death and travel accident insurance plans and
programs) to the extent applicable generally to other senior
executives of the Company.
 8. Perquisites and Reimbursements.  The Company shall pay the
Executive during the Part-time Employment Period, the sum of
$27,000 for use by the Executive for such purposes as financial
planning, tax preparation, club memberships, personal computers
or automobile expenses.  In addition, during the Part-time
Employment Period and the Consultation Period, the Company shall
reimburse the Executive for business expenses incurred by the
Executive in the performance of his duties and responsibilities
in accordance with the Company's expense reimbursement program,
subject to the Executive's presentation to the Company of
vouchers, expense statements and/or such other supporting
documentation evidencing the incurrence of such expenses.
 9. Vesting of Stock Options and Acceleration of Compensation
Payments. All of the Executive's Outstanding Stock Options shall
continue to vest during the Part-time Employment Period, the
Consultation Period and for such period thereafter as the
Executive shall serve as a Director of the Company and shall be
and become immediately vested and exercisable in full, to the
extent not otherwise then vested or exercisable, on the date
prior to October 1, 1999 that (i) the Company shall remove the
Executive as a part-time employee, a consultant or Chairman of
the Board without Cause (as defined below), (ii) the Executive's
employment is terminated prior to October 1, 1999 by his death or
disability, (iii) the Executive voluntarily terminates his
employment or consultancy pursuant to Section 12.2 of this
Agreement or (iv) the Company and the Executive mutually agree to
termination of the Executive's employment as Chairman of the
Board prior to October 1, 1999.  In addition, if the Executive's
employment as Chairman of the Board is terminated pursuant to
clauses (i), (ii), (iii) or (iv) of this Section 9, all of the
payments to which the Executive is entitled under this Agreement
from the date of termination through
September 30, 1999 shall be accelerated and paid in a lump sum to
the Executive no later than fourteen (14) days after the date of
such termination.  The terms and provisions relating to vesting
and exercise after employment termination in the Executive's
Outstanding Stock Options are hereby replaced and superseded by
the terms and provisions set forth in Section 6 and in this
Section 9.
 10. Payments to Estate of Executive.  In the event of the
Executive's death at a time that the Company is obligated to make
continuing payments to the Executive pursuant to this Agreement
("Continuing Payments"), the Company shall pay to the estate of
the Executive the Continuing Payments to which, and as and when,
the Executive would have otherwise been entitled had such death
not occurred.
 11. Secretarial Assistance.  During the Part-time Employment
Period, the Consultation Period, and the period during which the
Executive serves as Chairman of the Board, the Company shall
provide the Executive with an executive secretary to support the
Executive's performance of his duties and responsibilities as an
employee or consultant and Chairman of the Board, as the case may
be.
 12. Employment Termination.
  12.1 The employment of the Executive by the Company pursuant to
this Agreement shall terminate upon the occurrence of any of the
following:
   (a) September 30, 1999 unless extended by mutual agreement.
   (b) At the election of the Company, for Cause, immediately
upon written notice by the Company to the Executive.  For the
purposes of this Agreement, "Cause" shall mean:
               (i) the willful and continued failure of the
               Executive to perform substantially the Executive's
               duties with the Company or one of its affiliates
               (other than any such failure resulting from
               disability, as defined below),
               (ii) the Executive's conviction of a felony,
               (iii) the Executive's gross and reckless
                    negligence in the performance of his duties
                    which materially adversely affects the
                    Company's business, or
               (iv) a material breach of any of the Executive's
               covenants contained in Sections 15 and 16 of this
               Agreement.
For purposes of this provision, no act or failure to act, on the
part of the Executive, shall be considered "willful" unless it is
done, or omitted to be done, by the Executive in bad faith or
without reasonable belief that the Executive's action or omission
was in the best interests of the Company.  Any act, or failure to
act, based upon authority given pursuant to a resolution duly
adopted by the Board or upon the instructions of the Board or
based upon the advice of counsel for the Company shall be
conclusively presumed to be done, or omitted to be done, by the
Executive in good faith and in the best interests of the Company.
The cessation of employment of the Executive shall not be deemed
to be for Cause unless and until (a) in the event of any Cause
defined in subparagraphs (i), (iii) and (iv) of this Section
12.1, a written notice has been delivered to the Executive by the
Board which specifically identifies the Cause which is the
Board's basis for termination and the Executive has failed to
cure or remedy the act or omission so identified within a period
of thirty (30) days after the Executive's receipt of such notice
and (b) the Board has delivered to the Executive a copy of a
resolution duly adopted by the affirmative vote of not less than
three-quarters of the entire membership of the Board (excluding
the Executive if he is a member of the Board) at a meeting of the
Board called and held for such purpose (after reasonable notice
is provided to the Executive and the Executive is given an
opportunity, together with counsel, to be heard before the
Board), finding that, in the good faith opinion of the Board, the
Executive is guilty of the conduct described in subparagraph (i),
(ii), (iii) or (iv) above, and specifying the particulars thereof
in detail.
   (c) Upon the death of the Executive or thirty days after
disability of the Executive.  As used in this Agreement, the term
"disability" shall mean an event of disability entitling the
Executive to coverage under the Company's then current long-term
disability plan.
  12.2 The Executive may elect to terminate his employment upon
thirty (30) days' prior written notice if the Company fails to
make any payment due the Executive under this Agreement and such
failure is not cured within thirty (30) days after the Executive
gives written notice of such failure to the Company.
 13. Effect of Termination
  13.1 Termination for Cause.  In the event the Executive's
employment is terminated for Cause pursuant to Section 12.1(b),
the Company shall pay to the Executive the salary and benefits
accrued and payable through his last day of employment as an
employee, consultant or Director, as the case may be.
  13.2 Termination for Death or Disability.  In the event the
Executive's employment is terminated by death prior to October 1,
1999, the Company shall pay to the estate of the Executive a lump
sum amount equal to the sum of (a) the salary, annual
compensation and bonus which would otherwise be payable to the
Executive up to the end of the sixth month after the death occurs
and (b) the amount of the Special Bonus.  If the Executive's
employment is terminated prior to October 1, 1999 because of
disability, the Company shall pay to the Executive (a) in monthly
installments, the salary, annual compensation and bonus otherwise
payable to him up to the end of the month in which the Executive
becomes eligible for the Company's long-term disability benefits
plan and (b) a lump sum equal to the amount of the Special Bonus.
  13.3 Termination for Other Than Cause, Death or Disability.  In
the event the Executive's employment is terminated prior to
October 1, 1999 other than for Cause, death or disability or is
terminated by the Executive in accordance with Section 12.2,
   (i) the Company shall pay to the Executive (a) in monthly
installments, commencing within thirty (30) days of the last day
of actual employment, the Executive's then current salary, annual
compensation  and/or bonus through September 30, 1999 and (b) in
a lump sum cash payment, payable within thirty (30) days of the
last day of actual employment, the amount of the Special Bonus;
and
   (ii) until October 1, 1999, the Company shall continue to
provide the Executive the benefits to which the Executive and/or
his family would be entitled to receive from the Company if his
employment or consultancy or service as a Director, as the case
may be, had not been so terminated.  For purposes of eligibility
for any retiree benefits pursuant to any retirement plans or
programs, the Executive shall be considered to have remained
employed until the end of the Consultation Period and to have
retired on the last day of such period.
 14. Gross-Up Payment.
  (a) Anything in this Agreement to the contrary notwithstanding,
in the event it shall be determined that any payment or
distribution by the Company to or for the benefit of the
Executive (whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or
otherwise, but determined without regard to any additional
payments required under this Section 14) (a "Payment") would be
subject to the excise tax imposed by Section 4999 of the Internal
Revenue Code ("Code") or any interest or penalties are incurred
by the Executive with respect to such excise tax (such excise
tax, together with any such interest and penalties, are
hereinafter collectively referred to as the "Excise Tax"), then
the Executive shall be entitled to receive an additional payment
(a "Gross-Up Payment") in an amount such that after payment by
the Executive of all taxes (including any interest or penalties
imposed with respect to such taxes), including, without
limitation, any income taxes (and any interest and penalties
imposed with respect thereto) and Excise Tax imposed upon the
Gross-Up Payment, the Executive retains an amount of the Gross-Up
Payment equal to the Excise Tax imposed upon the Payments.
  (b) Subject to the provisions of Section 14(c), all
determinations required to be made under this Section 14,
including whether and when a Gross-Up Payment is required and the
amount of such Gross-Up Payment and the assumptions to be
utilized in arriving at such determination, shall be made by
Arthur Andersen & Co. or such other certified public accounting
firm as may be designated by the Executive (the "Accounting
Firm"), which shall provide detailed supporting calculations both
to the Company and the Executive within 15 business days of the
receipt of notice from the Executive that there has been a
Payment, or such earlier time as is requested by the Company.  In
the event that the Accounting Firm is serving as accountant or
auditor for any individual, entity or group such that it is not
independent, the Executive shall appoint another nationally
recognized accounting firm to make the determinations required
hereunder (which accounting firm shall then be referred to as the
Accounting Firm hereunder).  All fees and expenses of the
Accounting Firm shall be borne solely by the Company.  Any
Gross-Up Payment, as determined pursuant to this Section 14(b),
shall be paid by the Company to the Executive within five days of
the receipt of the Accounting Firm's determination. Any
determination by the Accounting Firm shall be binding upon the
Company and the Executive.  As a result of the uncertainty in the
application of Section 4999 of the Code at the time of the
initial determination by the Accounting Firm hereunder, it is
possible that Gross-Up Payments which will not have been made by
the Company should have been made ("Underpayment"), consistent
with the calculations required to be made hereunder.  In the
event that the Company exhausts its remedies pursuant to
Section 14(c) and the Executive thereafter is required to make a
payment of any Excise Tax, the Accounting Firm shall determine
the amount of the Underpayment that has occurred and any such
Underpayment shall be promptly paid by the Company to or for the
benefit of the Executive.

  (c) The Executive shall notify the Company in writing of any
claim by the Internal Revenue Service that, if successful, would
require the payment by the Company of the Gross-Up Payment.  Such
notification shall be given as soon as practicable but no later
than ten business days after the Executive is informed in writing
of such claim and shall apprise the Company of the nature of such
claim prior to the expiration of the 30-day period following the
date on which it gives such notice to the Company (or such
shorter period ending on the date that any payment of taxes with
respect to such claim is due).  If the Company notifies the
Executive in writing prior to the expiration of such period that
it desires to contest such claim, the Executive shall:
       (i)  give the Company any information reasonably requested
by the Company relating to such claim,
      (ii)  take such action in connection with contesting such
claim as the Company shall reasonably request in writing from
time to time, including, without limitation, accepting legal
representation with respect to such claim by an attorney
reasonably selected by the Company,
     (iii)  cooperate with the Company in good faith in order
effectively to contest such claim, and
      (iv)  permit the Company to participate in any
proceedings relating to such claim;
provided, however, that the Company shall bear and pay directly
all costs and expenses (including additional interest and
penalties) incurred in connection with such contest and shall
indemnify and hold the Executive harmless, on an after-tax basis,
for any Excise Tax or income tax (including interest and
penalties with respect thereto) imposed as a result of such
representation and payment of costs and expenses.  Without
limitation on the foregoing provisions of this Section 14(c), the
Company shall control all proceedings taken in connection with
such contest and, at its sole option, may pursue or forgo any and
all administrative appeals, proceedings, hearings and conferences
with the taxing authority in respect of such claim and may, at
its sole option, either direct the Executive to pay the tax
claimed and sue for a refund or contest the claim in any
permissible manner, and the Executive agrees to prosecute such
contest to a determination before any administrative tribunal, in
a court of initial jurisdiction and in one or more appellate
courts, as the Company shall determine; provided, however, that
if the Company directs the Executive to pay such claim and sue
for a refund, the Company shall advance the amount of such
payment to the Executive, on an interest-free basis and shall
indemnify and hold the Executive harmless, on an after-tax basis,
from any Excise Tax or income tax (including interest or
penalties with respect thereto) imposed with respect to such
advance or with respect to any imputed income with respect to
such advance; and further provided that any extension of the
statute of limitations relating to payment of taxes for the
taxable year of the Executive with respect to which such
contested amount is claimed to be due is limited solely to such
contested amount.  Furthermore, the Company's control of the
contest shall be limited to issues with respect to which a
Gross-Up Payment would be payable hereunder and the Executive
shall be entitled to settle or contest, as the case may be, any
other issue raised by the Internal Revenue Service or any other
taxing authority.
  (d) If, after the receipt by the Executive of an amount
advanced by the Company pursuant to Section 14(c), the Executive
becomes entitled to receive any refund with respect to such
claim, the Executive shall (subject to the Company's complying
with the requirements of Section 14(c)) promptly pay to the
Company the amount of such refund (together with any interest
paid or credited thereon after taxes applicable thereto).  If,
after the receipt by the Executive of an amount advanced by the
Company pursuant to Section 14(c), a determination is made that
the Executive shall not be entitled to any refund with respect to
such claim and the Company does not notify the Executive in
writing of its intent to contest such denial of refund prior to
the expiration of 30 days after such determination, then such
advance shall be forgiven and shall not be required to be repaid
and the amount of such advance shall offset, to the extent
thereof, the amount of Gross-Up Payment required to be paid.
 15. Non-Compete.
  (a) So long as the Executive is employed in accordance with the
provisions of Section 2 of this Agreement and for a period of
eighteen (18) months after termination of such employment by
reason of (x) the Company's termination other than for Cause or
disability or (y) the Executive's termination pursuant to Section
13.2, the Executive will not directly or indirectly (i) be or
become an individual proprietor, owner, partner, stockholder,
officer, employee, director, consultant, joint venturer, investor
or lender (or in any other capacity whatsoever other than as a
passive limited partner in any venture fund or investment company
or as the holder of not more than one percent (1%) of the total
outstanding stock of a publicly held company) of any company or
entity that directly competes, in any material respect, with the
"Company's Business" (which, for purposes of this Section 15(a),
means the production and/or sale of products and the providing of
services of the kind and scope (x) being produced, sold and/or
provided by the Company at the time of termination of the
Company's employment or (y) in respect of which plans for their
production, sale and/or provision had been approved by the
Company prior to such termination), or (ii) recruit, solicit or
induce, or attempt to induce, any employee or employees of the
Company or its affiliates to terminate their employment with, or
otherwise cease their relationship with the Company or such
affiliates.
  (b) If any restriction set forth in this Section 15 is found by
any court of competent jurisdiction to be unenforceable because
it extends for too long a period of time or over too great a
range of activities or in too broad a geographic area, it shall
be interpreted to extend only over the maximum period of time,
range of activities or geographic area as to which it may be
enforceable.
  (c) The restrictions contained in this Section 15 are necessary
for the protection of the business and goodwill of the Company
and are considered by the Executive to be reasonable for such
purpose.  The Executive agrees that any breach of this Section 15
will cause the Company substantial and irrevocable damage and
therefore, in the event of any such breach, in addition to such
other remedies which may be available, the Company shall have the
right to seek specific performance and injunctive relief.
 16. Confidential Information.   The Executive shall hold in a
fiduciary capacity for the benefit of the Company all secret or
confidential information, knowledge or data relating to the
Company or any of its affiliated companies, and their respective
businesses, which shall have been obtained by the Executive
during the Executive's employment by the Company or any of its
affiliated companies, excluding, however, any such information,
knowledge or data that is or becomes publicly known (other than
by acts by the Executive in violation of this Agreement). After
termination of the Executive's employment with the Company, the
Executive shall not, without the prior written consent of the
Company or as may otherwise be required by law or legal process,
communicate or divulge any such information, knowledge or data to
anyone other than the Company and those designated by it. Except
as provided in the next following sentence, in no event shall an
asserted violation of the provisions of this Section 16
constitute a basis for deferring or withholding any amounts
otherwise payable to the Executive under this Agreement. The
Executive acknowledges and agrees that, because the legal
remedies of the Company would be inadequate in the event of the
Executive's breach of the confidentiality obligations contained
in this Section 16, the Company may, in addition to obtaining any
other remedy or relief available to it, enforce the provisions of
this Section 16 by injunction, specific performance or other
equitable remedies; and if the Company is successful in obtaining
a preliminary injunction or similar equitable relief within 90
days of alleging such breach, the Company shall be entitled,
notwithstanding the provisions of the immediately preceding
sentence, to defer or withhold payment thereafter until final
adjudication of such alleged breach.
 17. Indemnification.
  The Executive shall be fully indemnified by the Company and its
successors in his capacity as an officer and director (if
applicable) of the Company to the full extent permitted by
Delaware law, and shall be defended and held harmless,
absolutely, irrevocably and forever by the Company and its
successor to the full extent permitted by Delaware law, from and
against all claims, demands, liabilities, costs, expenses,
damages and causes of action of any nature whatsoever, arising
out of or incidental to the execution of the Executive's duties
and responsibilities hereunder regarding any matters or actions
the Executive undertook or performed within the course and scope
of his duties and responsibilities as an officer, employee or
director (if applicable) of the Company, including without
limitation advances by the Company to the Executive for the
payment of legal fees and expenses, provided that the Executive
shall advise the Company promptly of any such claim or litigation
against him and cooperate fully with the Company in connection
therewith, and provided further that the Company shall have the
right to assume and control the defense of such action and to
take such action as is reasonably necessary to discharge its
obligations hereunder.  In addition, the Company shall include
the Executive as a named insured in any Directors and Officers
Liability Insurance policy or policies maintained by the Company
for its directors and officers.  The provisions of this Section
17 shall survive the expiration, suspension or termination, for
any reason, of this Agreement.
 18. Notices.  All notices required or permitted under this
Agreement shall be in writing and shall be given by personal
delivery, facsimile transmission (confirmed received) or upon
deposit in the United States Post Office, by registered or
certified mail, postage prepaid, addressed to the Company at the
address shown above, and addressed to the Executive at 12409 Beal
Springs Road, Potomac, MD 20854, or at such other address or
addresses as either party shall designate to the other in
accordance with this Section 18.  Notice shall be effective when
actually received by the addressee.

 19. Pronouns.  Whenever the context may require, any pronouns
used in this Agreement shall include the corresponding masculine,
feminine or neuter forms, and the singular forms of nouns and
pronouns shall include the plural, and vice versa.
 20. Entire Agreement.  This Agreement constitutes the entire
agreement between the parties and supersedes all prior agreements
and understandings, whether written or oral, relating to the
subject matter of this Agreement.
 21. Amendment.  This Agreement may be amended or modified only
by a written instrument executed by both the Company and the
Executive.
 22. Survival.   The provisions of Sections 15, 16 and 17 shall
remain in effect in the event the Executive is terminated and
shall survive the termination and expiration of this Agreement.
 23. Governing Law.  This Agreement shall be construed,
interpreted and enforced in accordance with the laws of the State
of Delaware, without reference to principles of conflict of laws.
 24. Successors and Assigns.
  (a) This Agreement shall be binding upon and inure to the
benefit of both parties and their respective successors and
assigns, including any corporation with which or into which the
Company may be merged or which may succeed to its assets or
business; provided, however, that the obligations of the
Executive are personal and shall not be assigned by him.
  (b) The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all
or substantially all of the business and/or assets of the Company
to assume expressly and agree to perform this Agreement in the
same manner and to the same extent that the Company would be
required to perform it if no such succession had taken place.  As
used in this Agreement, "Company" shall mean the Company as
hereinbefore defined and any successor to its business and/or
assets as aforesaid which assumes and agrees to perform this
Agreement by operation of law, or otherwise.
 25. Miscellaneous.
  25.1 No delay or omission by the Company in exercising any
right under this Agreement shall operate as a waiver of that or
any other right.  A waiver or consent given by the Company on any
one occasion shall be effective only in that instance and shall
not be construed as a bar or waiver of any right on any other
occasion.
  25.2 The captions of the sections of this Agreement are for
convenience of reference only and in no way define, limit or
affect the scope or substance of any section of this Agreement.
  25.3 In case any provision of this Agreement shall be invalid,
illegal or otherwise unenforceable, the validity, legality and
enforceability of the remaining provisions shall in no way be
affected or impaired thereby.
 IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year set forth above.
                                    INTERSOLV, INC.
     
     
                              By:    /s/ Russell E. Planitzer
                              Russell E. Planitzer
     
                                    EXECUTIVE:
     
                              /s/ Kevin J. Burns
                               Kevin J. Burns



     Exhibit 10.15

 SECOND AMENDMENT TO FINANCING AGREEMENT

     THIS SECOND AMENDMENT TO FINANCING  AGREEMENT (this
"Agreement") made as of this 30th day of October, 1996 by
and among:
     (a) INTERSOLV, INC., a corporation organized and in
good standing under the laws of the State of Delaware
(the "Company"), INTERSOLV CANADA, INC., a corporation
organized and in good standing under the laws of Ontario,
Canada, INTERSOLV INTERNATIONAL HOLDINGS CORP., a
corporation organized and in good standing under the laws
of the State of Delaware INTERSOLV PLC, a corporation
organized under the laws of the United Kingdom, INTERSOLV
FRANCE, S.A., a corporation organized and in good
standing under the laws of France,  INTERSOLV GMBH, a
corporation organized and in good standing under the laws
of the Federal Republic of Germany, INTERSOLV PTY LTD, a
corporation organized and in good standing under the laws
of Australia, INTERSOLV TECHNOLOGY HOLDING CORP., a
corporation organized and in good standing under the laws
of the State of Delaware,  TECHGNOSIS INTERNATIONAL,
INC., a corporation organized and in good standing under
the laws of the State of Delaware, TECHGNOSIS, INC., a
corporation organized and in good standing under the laws
of the State of Massachusetts,  GNOSIS NV, a corporation
organized and in good standing under the laws of Belgium
and TECHGNOSIS INTERNATIONAL, NV, a corporation organized
and in good standing under the laws of Belgium (all of
such companies, together with the Company, collectively
called the "Borrowers" and each individually a
"Borrower");
     (b) NATIONSBANK, N.A., formerly known as NATIONSBANK OF
MARYLAND, N.A., successor by merger to MARYLAND NATIONAL
BANK, a national banking association ("NationsBank"), and THE
FIRST NATIONAL BANK OF BOSTON, a national banking association
("First National"; First National and NationsBank are
hereinafter collectively referred to as the "Lenders" and
each a "Lender"); and
     (c) NATIONSBANK, N.A., formerly know as NATIONSBANK OF
MARYLAND, N.A., successor by merger to MARYLAND NATIONAL
BANK, a national banking association (the "Agent").
 RECITALS
     A. The Borrowers are, or shall by the execution and
delivery of this Agreement become, parties to a certain
Financing Agreement, along with the Agent and the Lenders
dated July 27, 1992 and amended by that certain First
Amendment to Financing Agreement (the "First Amendment")
dated August 11, 1994 (as thereafter amended, modified and
renewed from time to time, the "Financing Agreement"),
pursuant to which the Lenders have agreed to make available
to the Borrowers the Revolving Credit Facilities (as
increased from time to time, the "Revolving Credit
Facilities")  in the current maximum principal amount of
Twelve Million Dollars ($12,000,000) and other credit
facilities as more fully described in the Financing
Agreement.  The Revolving Credit Facilities are currently
evidenced by those two (2) certain Amended and Restated
Revolving Credit Notes each dated August 11, 1994, issued by
the Borrowers jointly and severally payable, respectively, to
the order of each of the Lenders (the "First Restated
Notes").  Unless otherwise defined herein, all capitalized
terms used herein shall have the meanings given to such terms
in the Financing Agreement.
     B. The Borrowers have requested that the Lenders
increase the Revolving Credit Facilities from Twelve Million
Dollars ($12,000,000) to Fifteen Million Dollars
($15,000,000), and to amend the Financing Agreement in
accordance with the terms and conditions set forth below.
     NOW, THEREFORE, in consideration of the foregoing, and
for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Borrowers,
the Agent and the Lenders do hereby agree as follows:
     1. Recitals.  The parties hereto acknowledge and agree
that the above Recitals are true and correct in all material
respects and that the same are incorporated herein and made a
part hereof by reference.
     2. Waiver of Defaults; Waiver of Borrowing Base
Provisions.  Subject to the terms and conditions set forth
herein and subject to the terms and conditions set forth in
Section 8.2 of the Financing Agreement, the Lenders hereby
waive defaults by the Borrowers under Sections 5.1.14 and
5.2.2 of the Financing Agreement through the date of this
Agreement. The waivers set forth in this paragraph 2 shall
not extend to any subsequent or other Default or Event of
Default, or impair any right consequent thereto and shall be
effective only through the date of this Agreement and solely
with respect to the matters described herein.   The Lenders
hereby waive all provisions relating to the "Borrowing Base"
and, in furtherance thereof, Sections 2.1.4, 2.1.5 and 2.1.7
of the Financing Agreement are hereby deleted.
     3. Defined Terms.  From and after the date hereof, all
references in SECTION 1.1 of the Financing Agreement to the
definition of  "Revolving Credit Expiration Date" and
"Tangible Net Worth" shall have the following meanings,
respectively:
          "Revolving Credit Expiration Date" means September
          30, 1998.
               "Tangible Net Worth" means, at any date or for
          any period of determination, the sum at such time
          or during such period of the Net Worth of the
          Company and its Subsidiaries, less the total of (a)
          all Assets which would be classified as intangible
          assets under GAAP and (b) all unamortized
          capitalized software development and research and
          development costs and capitalized purchased
          software costs of the Company and its Subsidiaries.

In addition, all references in the Financing Agreement and
any of the Financing Documents to "MNB" or "NB" shall
henceforth be deemed to refer to "NationsBank" and all
references to "Boston" or "FNBB" shall be deemed to refer to
First National.
     4.  The Revolving Credit Facilities.  SECTION 2.1.1 of
the Financing Agreement is hereby amended and restated in its
entirety to read as follows:
          2.1.1 Revolving Credit Facilities.  Subject to and
     upon the provisions of this Agreement, each Lender
     hereby establishes a revolving credit facility (each a
     "Revolving Credit Facility" and collectively, the
     "Revolving Credit Facilities") in favor of the Borrowers
     in the maximum principal amount of such Lender's
     Revolving Credit Committed Amount as set forth below.
     Each of the loans or other advances made by any Lender
     under its Revolving Credit Facility is sometimes
     referred to in this Agreement as a "Revolving Loan", and
     all such loans made by all of the Lenders are
     collectively referred to in this Agreement as the
     "Revolving Loans".

          During the Revolving Credit Commitment Period, each
     Lender severally agrees to make Revolving Loans
     requested by any Borrower from time to time in
     accordance with the provisions of this Agreement;
     provided that after giving effect to any Borrower's
     request:

          (a)  the aggregate principal amount of such
     Lender's Proportionate Share of the Revolving Loans and
     of the Letter of Credit Obligations would not exceed
     such Lender's Revolving Credit Committed Amount; or
          (b)  the aggregate principal amount of all
     Revolving Loans and all Letter of Credit Obligations
     would not exceed an amount equal to the Total Revolving
     Credit Committed Amount.

     The amount set forth below opposite each Lender's name
     is herein called such Lender's "Revolving Credit
     Committed Amount", and the total of both Lenders'
     Revolving Credit Committed Amounts is herein called the
     "Total Revolving Credit Committed Amount".  The
     proportionate share set forth below opposite each
     Lender's name is herein called such Lender's "Revolving
     Credit Proportionate Share":
                         Revolving Credit  Revolving Credit
     Lender:   Committed Amount:  Proportionate Share:
     NationsBank       $7,500,000    50%
     First National    $7,500,000    50%

     Total Revolving Credit
     Committed Amount  $15,000,000    100%

     Neither the Agent nor any of the Lenders shall be
     responsible for the Revolving Credit Commitment of any
     other Lender, nor will the failure of any Lender to
     perform its obligations under its Revolving Credit
     Commitment in any way relieve any other Lender from
     performing its obligations under its Revolving Credit
     Commitment.

     5. Terms of Letters of Credit.  The first sentence
contained in SECTION 2.2.3 of the Financing Agreement is
hereby amended and restated in its entirety to read as
follows:
          Each Letter of Credit shall (a) be issued in
     accordance with the provisions of a Letter of Credit
     Agreement, and (b) expire on a date not more than one
     hundred eighty (180) days form the date on which it is
     issued, with automatic renewal provisions for a like
     term, but to expire in no event later than September 30,
     1998.

     6.  Financial Statements. SECTION 5.1.1(f) of the
Financing Agreement is hereby deleted in its entirety.
Except as modified hereby, SECTION 5.1.1 shall remain
unchanged.
     7.  Tangible Net Worth.  SECTION 5.1.13 of the Financing
Agreement is hereby deleted in its entirety.
     8. Fixed Charge Coverage Ratio. SECTION 5.1.14 of the
Financing Agreement (Debt Service Coverage Ratio) is hereby
deleted in its entirety and the following is inserted in full
substitution thereof:
          5.1.14   Fixed Charge Coverage Ratio.  The
     Borrowers will maintain at all times, on a consolidated
     basis, a Fixed Charge Coverage Ratio of not less than
     1.1 to 1.0.  For purposes hereof the "Fixed Charge
     Coverage Ratio" shall mean as to the Company and its
     Subsidiaries, for any period of determination thereof,
     the ratio of (i) the sum of (w) the Cash Flow of the
     Company and its Subsidiaries, plus (x) write offs of
     development and research costs for such period as set
     forth on the cash flow statement of the Company and its
     Subsidiaries most recently delivered to the Agent prior
     to the date or period of determination, plus (y) accrued
     restructuring and acquisitions charges for such period,
     as set forth on the cash flow statement of the Company
     and its Subsidiaries most recently delivered to the
     Agent prior to the date or period of determination,
     minus (z) payment of restructuring and acquisition
     charges for such period, as set forth on the cash flow
     statement of the Company and its Subsidiaries most
     recently delivered to the Agent prior to the date or
     period of determination, to (ii) the sum of the Debt
     Service of the Company and its Subsidiaries, for the
     period of determination.  The Fixed Charge Coverage
     Ratio shall be tested quarterly on the basis of the
     prior four quarter period, provided, however, that in
     the event of any Purchase made pursuant to and in
     accordance with SECTION 5.2.1 of this Agreement, the
     Fixed Charge Coverage Ratio will be tested on the basis
     of the fiscal quarter in which such Purchase occurred
     and thereafter will be tested on a rolling two and three
     fiscal quarter basis for the subsequent two fiscal
     quarters, respectively, and thereafter on the basis on
     the prior four quarter period.

     9.  Debt to Tangible Net Worth Ratio. SECTION 5.1.15 of
the Financing Agreement is hereby amended and restated in its
entirety as follows:
          5.1.15 Debt to Tangible Net Worth Ratio.  The
     Borrowers will at all times, tested quarterly, maintain
     the ratio of Liabilities, to Tangible Net Worth, on a
     consolidated basis, so it is not greater than 2.5 to
     1.0.

     10. Subordination.   As part of the First Amendment,
SECTION 5.1.16 of the Financing Agreement was mistakenly
deleted. Accordingly, the parties hereto confirm that the
provisions of SECTION 5.1.16 added by the First Amendment are
hereby deleted and the provisions of Section 5.16 of the
original unamended Financing Agreement remain part of the
Financing Agreement.
     11.  Quick Ratio.  SECTION 5.1.17 of the Financing
Agreement is hereby amended and restated in its entirety as
follows:
          5.1.17 Quick Ratio.  The Borrowers will at all
     times maintain, on a consolidated basis, tested
     quarterly, a ratio of (i) the sum of the Borrowers'
     unrestricted, unencumbered cash, plus unrestricted,
     unencumbered marketable securities, plus accounts
     receivable (net of allowances for doubtful accounts) to
     (ii)(a) the Borrowers' current liabilities (determined
     in accordance with GAAP), minus (b) deferred revenues
     resulting solely from the Borrowers' maintenance
     contracts, so that such ratio is not less than 1.75 to
     1.0.

     12.  Purchase or Redemption of Securities, Dividend
Restrictions.  SECTION 5.2.2 of the Financing Agreement is
hereby amended and restated in its entirety as follows:
          5.2.2 Purchase or Redemption of Securities,
     Dividend Restrictions.  None of the Borrowers will (a)
     purchase, redeem or otherwise acquire any shares of its
     capital stock or warrants now or hereafter outstanding
     with a value in excess of Five Million Dollars
     ($5,000,000) in the aggregate for all Borrowers in any
     fiscal year, (b) declare or pay any dividends thereon
     (other than stock dividends), (c) except as set forth in
     (a), (i) apply any of its property or assets to the
     purchase, redemption, or other retirement of, (ii) set
     apart any sum for the payment of any dividends on, or,
     for the purchase, redemption, or other retirement of, or
     (iii) make any distribution by reduction of capital or
     otherwise in respect of, any shares of any class of
     capital stock of such Borrower, or any warrants, (d)
     except as set forth in (a), permit any Subsidiary to
     purchase or acquire any shares of any class of capital
     stock of, or warrants issued by, such Borrower, (e) make
     any distribution to stockholders or set aside any funds
     for any such purpose, and (f) except as permitted in
     Section 5.2.3(f) of this Agreement,  prepay, purchase or
     redeem any Indebtedness for Borrowed Money other than
     the Obligations.  The Borrowers' rights to repurchase
     capital stock or warrants up to a maximum amount of Five
     Million Dollars ($5,000,000) shall be conditioned on
     such repurchase not resulting in the occurrence of an
     Event of Default, after giving effect to such
     repurchase.

     13. Indebtedness.  SECTION 5.2.3 (f) of the Financing
Agreement is hereby amended and restated in its entirety as
follows:
          (f) Indebtedness of any Borrower or Subsidiaries
     incurred after the date of this Agreement provided that
     (i) the aggregate principal amount of all such
     Indebtedness of the Company and its Subsidiaries taken
     as a whole does not exceed Two Million Five Hundred
     Thousand Dollars ($2,500,000) per annum, (ii) such
     Indebtedness is incurred on account of purchase money or
     finance lease arrangements of assets and properties
     acquired subsequent to the date of this Agreement, and
     (iii) each such purchase money or finance lease
     arrangement does not exceed the cost or fair market
     value of the assets or property acquired or leased and
     does not extend to any assets or property other than
     those purchased or leased.

The parties hereto understand and agree that SECTION 5.2.3
(e) of the Financing Agreement shall be construed to permit
Indebtedness for Borrowed Money of the Borrower and its
Subsidiaries in existence as of the date of this Agreement.
     14.  Commitment Fee.  In consideration of the Lenders
agreement to increase the Revolving Credit Committed Amount,
the Borrowers jointly and severally agree, in addition to the
Fees set forth in the Financing Agreement, to pay each Lender
a one-time commitment fee (the "Commitment Fee") in the
amount of Eighteen Thousand Seven Hundred Fifty Dollars
($18,750).  The Commitment Fee shall be paid on the date of
this Agreement and is not refundable.
     15.  Agency Renewal Fee.  The Borrowers  jointly and
severally agree to pay to the Agent, a loan administration
and agency fee (the "Agency Renewal Fee") in the amount of
Eight Thousand Dollars ($8,000). The Agency Renewal Fee shall
be payable on the date of this Agreement.  The Agent shall
retain all of the Agency Renewal Fee for its own account and
shall have no obligation to remit or pay any portion thereof
to any of the Lenders.
     16. Replacement Notes.   EXHIBIT "B" to the Financing
Agreement is being replaced in its entirety with EXHIBIT "B"
attached hereto.  The Borrowers shall execute and deliver to
each Lender on the date hereof those certain Second Amended
and Restated Revolving Credit Notes each substantially in the
form of EXHIBIT "B"  attached hereto and incorporated herein
by reference (each such note being called a "Replacement
Revolving Credit Note" and collectively, the "Replacement
Revolving Credit Notes") in substitution for and not
satisfaction of, the issued and First Restated Notes, and the
Replacement Revolving Credit Notes shall be the "Revolving
Credit Notes" for all purposes of the Financing Documents.
The Replacement Revolving Credit Notes shall not operate as a
novation of any of the Obligations or nullify, discharge, or
release any such Obligations or the continuing contractual
relationship of the Borrowers in accordance with the provi
sions of the Financing Documents.   All references in the
Financing Documents to the "Note" and the "Notes", shall
include respectively and collectively, as the case may
require, each of the Replacement Revolving Credit Notes and
all references to the "Obligations" shall include, without
limitation, the indebtedness evidenced by the Replacement
Revolving Credit Notes.
     17.  Notices.  From and after the date hereof, the
Borrowers' designated address for notice pursuant to Section
8.3 of the Financing Agreement shall be: c/o Intersolv, Inc.,
9420 Key West Avenue, Rockville, Maryland 20850
     18.  Conditions Precedent.  This Agreement shall become
effective on the date on which it is fully executed by all
parties.
     19. Representations.  The Borrowers hereby confirm that
the covenants set forth in ARTICLE III of the Financing
Agreement are true and correct as of the date hereof, and
that no Event of Default has occurred or is continuing
immediately prior to or upon the execution of this Agreement.
     20. Counterparts.  This Agreement may be executed in any
number of duplicate originals or counterparts, each of which
duplicate original or counterpart shall be deemed to be an
original and all taken together shall constitute one and the
same instrument.
     21. Financing Documents; Governing Law; Etc.  This
Agreement is one of the Financing Documents defined in the
Financing Agreement and shall be governed and construed in
accordance with the laws of the State of Maryland.  The
headings and captions in this Agreement are for the
convenience of the parties only and are not a part of this
Agreement.
     22. Acknowledgments.  The Borrowers hereby confirm to
the Agent and each of the Lenders the enforceability and
validity of each of the Financing Documents.  In addition,
the Borrowers hereby agree to the execution and delivery of
this Agreement and the terms and provisions, covenants or
agreements contained in this Agreement shall not in any
manner release, impair, lessen, modify, waive or otherwise
limit the joint and several liability and obligations of the
Borrowers under the terms of any of the Financing Documents,
except as otherwise specifically set forth in this Agreement.
The Borrowers each issue, ratify and confirm the
representations, warranties and covenants contained in the
Financing Documents.
     23. Modifications.  This Agreement may not be
supplemented, changed, waived, discharged, terminated,
modified or amended, except by written instrument executed by
the parties.
     24. Full Force and Effect.  Except as expressly set
forth above, the provisions of the Financing Agreement shall
continue in full force and effect and are hereby ratified and
confirmed. A default under this Agreement shall be a default
under the Financing Agreement. This Agreement may be executed
and delivered in any number of counterparts and by telecopy
transmission, all of which, taken together, shall constitute
one agreement and any party hereto may execute this Agreement
by signing any counterpart.
     

     IN WITNESS WHEREOF the parties hereto have signed and
sealed this Agreement on the day and year first above
written.
WITNESS OR ATTEST:    INTERSOLV, INC.


Michael Wright     By:/s/ Kenneth A. Sexton (SEAL)
                   Name:Kenneth A. Sexton
                   Title: Chief Financial Officer

WITNESS OR ATTEST:     INTERSOLV CANADA, INC.


Michael Wright     By:/s/ Kenneth A. Sexton (SEAL)
                   Name:Kenneth A. Sexton
                   Title: Chief Financial Officer

WITNESS OR ATTEST:    INTERSOLV INTERNATIONAL HOLDINGS CORP.

Michael Wright     By:/s/ Kenneth A. Sexton (SEAL)
                   Name:Kenneth A. Sexton
                   Title: Chief Financial Officer

WITNESS OR ATTEST:     INTERSOLV PLC

Michael Wright     By:/s/ Kenneth A. Sexton (SEAL)
                   Name:Kenneth A. Sexton
                   Title: Chief Financial Officer


WITNESS OR ATTEST:    INTERSOLV FRANCE, S.A.

Michael Wright     By:/s/ Kenneth A. Sexton (SEAL)
                   Name:Kenneth A. Sexton
                   Title: Chief Financial Officer

                              


WITNESS OR ATTEST:    INTERSOLV GMBH

Michael Wright     By:/s/ Kenneth A. Sexton (SEAL)
                   Name:Kenneth A. Sexton
                   Title: Chief Financial Officer

                              

WITNESS OR ATTEST:     INTERSOLV PTY LTD

Michael Wright     By:/s/ Kenneth A. Sexton (SEAL)
                   Name:Kenneth A. Sexton
                   Title: Chief Financial Officer

                              

WITNESS OR ATTEST:    INTERSOLV TECHNOLOGY HOLDING CORP.

Michael Wright     By:/s/ Kenneth A. Sexton (SEAL)
                   Name:Kenneth A. Sexton
                   Title: Chief Financial Officer



WITNESS OR ATTEST:    TECHGNOSIS INTERNATIONAL, INC

Michael Wright     By:/s/ Kenneth A. Sexton (SEAL)
                   Name:Kenneth A. Sexton
                   Title: Chief Financial Officer

                              

WITNESS OR ATTEST:    TECHGNOSIS, INC.

Michael Wright     By:/s/ Kenneth A. Sexton (SEAL)
                   Name:Kenneth A. Sexton
                   Title: Chief Financial Officer
                              

WITNESS OR ATTEST:    GNOSIS, NV

Michael Wright     By:/s/ Kenneth A. Sexton (SEAL)
                   Name:Kenneth A. Sexton
                   Title: Chief Financial Officer

                              
WITNESS OR ATTEST:    TECHGNOSIS INTERNATIONAL, NV

Michael Wright     By:/s/ Kenneth A. Sexton (SEAL)
                   Name:Kenneth A. Sexton
                   Title: Chief Financial Officer



                                   AGENT:

WITNESS:      NATIONSBANK, N.A.

                   By:/s/ Barbara Deily (SEAL)
                   Barbara Deily
                   Vice President

                                   LENDERS:

WITNESS:      NATIONSBANK, N.A.


                   By:/s/ Barbara Deily (SEAL)
                   Barbara Deily
                   Vice President
                                   
WITNESS:      FIRST NATIONAL BANK OF BOSTON


                   By:/s/ Jay L. Massimo(SEAL)
                   Name: Jay L. Massimo
                   Title: Vice President


                               Exhibit 11.1
                       INTERSOLV, INC. AND SUBSIDIARIES
                                       
                COMPUTATION OF NET INCOME (LOSS) PER SHARE
                              (in thousands)


                                       For the years ended April 30
                                         1997     1996     1995

PRIMARY
Net income (loss)                    ($21,166)  ($3,711)  $10,974

Weighted average number of
     shares outstanding                20,119    19,348    18,577
Additional shares under stock
     option plans assumed outstanding
     less shares assumed repurchased
     under the treasury stock method      ---       ---       906

Primary shares                         20,119    19,348    19,483

Primary net income (loss) per share    ($1.05)   ($0.19)  $  0.56

FULLY DILUTED
Net income (loss)                    ($21,166)  ($3,711)  $10,974
Elimination of interest expense,
net of tax, related to subordinated
convertible notes                         ---       ---       112
Adjusted net income (loss)            (21,166)   (3,711)   11,086
Weighted average number of
     shares outstanding                20,119    19,348    18,577

Additional shares under
     stock option plans assumed
     outstanding less shares assumed
     repurchased under the treasury
     stock method                         ---       ---       939

Additional shares related to
  subordinated convertible notes          ---       ---       656
Fully diluted shares                   20,119    19,348    20,172

Fully diluted net income (loss)
  per share                            ($1.05)   ($0.19)    $0.55


                               Exhibit 21.1



                     INTERSOLV, INC. AND SUBSIDIARIES


                               SUBSIDIARIES



Name of Direct Subsidiary     Name of Indirect            Jurisdiction
                                Subsidiary               of Incoropration

INTERSOLV Technology Holding
  Corporation                     ---                      Delaware
INTERSOLV- Canada, Inc.           ---                      Ontario, Canada
INTERSOLV International Holdings
  Corporation                     ---                      Delaware
                               INTERSOLV PLC               United Kingdom
                               INTERSOLV Pty Ltd.          Australia
                               Salgin Pty Ltd.             Australia
                               INTERSOLV Gmbh              Germany
                               INTERSOLV France SA         France
                               INTERSOLV Foreign Sales
                                 Corporation               Barbados
Q+E Software Benelux                                       Netherlands
TechGnosis International, Inc.                             Delaware
                               TechGnosis, Inc.            Delaware
                               TechGnosis International NV Belgium
                               TechGnosis Gmbh             Germany
                               TechGnosis France SA        France
                               Intersolv NV                Belgium
                               TechGnosis Middleware Ltd.  United Kingdom
INTERSOLV KK                       ---                     Japan

                               Exhibit 23.1

                    CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the registration statements
of  Intersolv, Inc. on Form S-8, Registration Nos. 333-07351, 33-64643, 33
86590, 56-166, 56-220, 12-795 and 12-797 and on Form S-3, Registration Nos.
333-01143, 33-61451 and 33-83796, of our report dated July 18, 1997, on our
audits of the consolidated financial statements and the financial statement
schedule of INTERSOLV, Inc. as of April 30, 1997 and 1996, and for each  of
the  three  years ended April 30, 1997 which report is included in  this
Annual Report on Form 10-K.












                          Coopers & Lybrand L.L.P.
                                      
                                      
Washington, D.C.
July 28,1997