WORKGROUP TECHNOLOGY CORP
10-Q/A, 2000-02-16
PREPACKAGED SOFTWARE
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               UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                            _______________________
                                  FORM 10-Q/A
                         Amendment No. 1 to Form 10-Q

[ X ]  Quarterly report pursuant to Section 13 or 15(d) of the Securities
       Exchange Act of 1934
       For the quarter ended December 31, 1999
                                       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 0-27798

                       WORKGROUP TECHNOLOGY CORPORATION
            (Exact name of registrant as specified in its charter)


               Delaware                                   04-3153644
    (State or other jurisdiction            (I.R.S. Employer Identification No.)
  of incorporation or organization)


91 Hartwell Avenue, Lexington, Massachusetts                      02421
  (Address of principal executive offices)                      (Zip code)


      Registrant's telephone number, including area code:  (781) 674-2000

                            _______________________

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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.

              Class                       Outstanding at February 4, 2000
   ----------------------------           -------------------------------
   Common Stock, $.01 par value                     8,044,948

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This Amendment No. 1 on Form 10-Q/A amends and restates Part II Other
Information of the Quarterly Report on Form 10-Q filed by Workgroup Technology
Corporation (the "Company"), a Massachusetts corporation, with the Securities
and Exchange Commission on February 14, 2000.  Due to a transmission error, the
original filing did not include the Signatures page to the Company's Form 10-Q
for this period.
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                       WORKGROUP TECHNOLOGY CORPORATION
                          PART II   OTHER INFORMATION


Item 1.  Legal Proceedings

         The Company is not a party to any litigation that it believes would
         have a material impact on its business.


Item 5.  Other Information

         Stockholder Proposals. Proposals of stockholders intended for inclusion
         in the proxy statement to be furnished to all stockholders entitled to
         vote at the next Annual Meeting of Stockholders of the Company must be
         received at the Company's principal executive offices not later than
         March 2, 2000. The deadline for providing timely notice to the Company
         of matters that stockholders otherwise desire to introduce at the next
         annual meeting of stockholders of the Company is March 2, 2000,
         provided, however, that notice shall not be given prior to February 1,
         2000. Further, any proposals must comply with the other procedural
         requirements set forth in the Company's By-laws, a copy of which is on
         file with the SEC, and as set forth by the SEC. In order to curtail any
         controversy as to the date on which a proposal was received by the
         Company, it is suggested that proponents submit their proposals by
         Certified Mail, Return Receipt Requested, to Workgroup Technology
         Corporation, 91 Hartwell Avenue, Lexington, Massachusetts, 02421,
         Attention: Corporate Secretary.


Item 6.  Exhibits and Reports on Form 8-K

         (a) Exhibits

             None

         (b) Reports on Form 8-K

             No reports on Form 8-K were filed during the quarter ended
             December 31, 1999.
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                                   SIGNATURES


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


                                  WORKGROUP TECHNOLOGY CORPORATION
                                  Registrant



Date:  February 11, 2000          /s/ Patrick H. Kareiva
       -----------------          ----------------------
                                  Patrick H. Kareiva
                                  President, Chief Executive Officer, Chief
                                  Financial Officer, and Secretary




<PAGE>

                                   SIGNATURES


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


                                  WORKGROUP TECHNOLOGY CORPORATION
                                  Registrant



Date:  February 16, 2000          /s/ Patrick H. Kareiva
       -----------------          ----------------------
                                  Patrick H. Kareiva
                                  President, Chief Executive Officer, Chief
                                  Financial Officer, and Secretary


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