(1)     Earnings per share amounts and weighted average shares outstanding have been restated to reflect a three-for-two stock split, effected in the form of a stock dividend, in January 2000.

See accompanying notes.

MapInfo Corporation and Subsidiaries
Balance Sheets
(in thousands)

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MapInfo Corporation and Subsidiaries
Cash Flows Statements
(in thousands)
(unaudited)

See accompanying notes.

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MapInfo Corporation and Subsidiaries
Notes to Financial Statements
(Unaudited)

In the opinion of management, the accompanying balance sheets and related income statements and statements of cash flows include all adjustments (consisting only of normal recurring items) necessary for their fair presentation. 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 date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The results of operations for the interim period are not necessarily indicative of the results of operations for the full year.

The September 30, 1999 balance sheet data was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles.

Certain reclassifications have been made to amounts previously reported to conform to the fiscal 2000 presentation.

On January 10, 2000, the outstanding shares of MapInfo Corporation (the "Company") common stock were split three-for-two, which was effected in the form of a stock dividend. All prior share and per share amounts have been restated to reflect the stock split.

The following table represents the reconciliation of the basic and diluted earnings per share amounts for the three and nine months ended June 30, 2000 and 1999.

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MapInfo Corporation and Subsidiaries
Notes to Financial Statements - Continued
(Unaudited)

Comprehensive income is provided in accordance with Statement of Financial Accounting Standards No. 130 - "Reporting Comprehensive Income" (SFAS No. 130). This Statement establishes standards for reporting and disclosure of comprehensive income and its components. This statement requires that foreign currency translation adjustments, which are reported as separate components of stockholders' equity, be included in comprehensive income.

Comprehensive income was as follows:

In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging Activities," which establishes accounting and reporting standards for derivative instruments and hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value. In June 2000, SFAS No. 133 was amended by SFAS No. 138 "Accounting for Certain Derivative Instruments and Certain Hedging Activities". Both SFAS No. 133 and SFAS No. 138 are effective for fiscal years beginning after June 15, 2000. Accordingly, the Company will adopt SFAS No. 133 and SFAS No. 138 effective October 1, 2000. The Company does not believe that the adoption of SFAS No. 133 and SFAS No. 138 will have a material effect on the Company's financial position or results of operations.

In December 1999, the SEC issued Staff Accounting Bulletin No. 101 "Revenue Recognition in Financial Statements," which is effective no later than the fourth fiscal quarter of the first fiscal year beginning after December 15, 1999. SAB 101 clarifies the SEC's views related to revenue recognition and disclosure. The Company does not believe that the adoption of SAB 101 will have a material effect on the Company's financial position or results of operations.

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MapInfo Corporation and Subsidiaries
Notes to Financial Statements - Continued
(Unaudited)

In March 2000, the Financial Accounting Standard Board issued FASB Interpretation No. 44, "Accounting for Certain Transactions Involving Stock Compensation - an interpretation of APB Opinion No. 25" ("FIN 44"). FIN 44 clarifies the application of APB Opinion No. 25 and among other issues clarifies the following: the definition of an employee for purposes of applying APB Opinion No. 25; the criteria for determining whether a plan qualifies as a noncompensatory plan; the accounting consequences of various modifications to the terms of previously fixed stock options or awards; and the accounting for an exchange of stock compensation awards in a business combination. FIN 44 is effective July 1, 2000, but certain conclusions in FIN 44 cover specific events that occurred after either December 15, 1998 or January 12, 2000. The Company does not expect the application of FIN 44 to have a material impact on the Company's financial position or results of operations.

The Company's operations involve the design, development, marketing, licensing and support of software and data products, application development tools, and industry-specific solutions, together with a range of consulting, training and technical support services.

The Company conducts business globally and is managed geographically. The Company's management relies on an internal management accounting system. This system includes revenue and cost information by geographic location. Revenues are attributed to a geographic location based on the origination of the order from the customer. The Company's management makes financial decisions and allocates resources based on the information it receives from this internal system. Based on the criteria set forth in SFAS No. 131, the Company has three reportable segments: the Americas, EAME (Europe, Africa and the Middle East) and Asia-Pacific.

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MapInfo Corporation and Subsidiaries
Notes to Financial Statements - Continued
(Unaudited)

Summary financial information by segment for the three and nine months ended June 30, 2000 and 1999, as taken from the internal management accounting system discussed above, is as follows:

The operating income by segment above differs from the amounts recognized under generally accepted accounting principles because the Company does not allocate certain corporate costs for marketing, research and development, and general and administrative activities to the geographic locations. The table above reconciles the operating income by segment to operating income as reported on the Income Statements by including such adjustments.

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MapInfo Corporation ("MapInfo" or the "Company") designs, develops, markets, licenses and supports software and data products, application development tools, and industry-specific solutions, together with a range of consulting, training and technical support services. These products are sold through multiple distribution channels, including an indirect channel of value-added resellers and distributors, a corporate account sales force, and a telemarketing sales group. The Company's products are translated into 20 languages and sold in 58 countries throughout the world. MapInfo markets its products worldwide through sales offices in North America, Europe and Australia, and throughout the rest of Europe and the Asia-Pacific region through exclusive and non-exclusive distribution relationships.

For the third quarter of fiscal 2000, revenues increased $5.7 million or 30% to $24.7 million from $19.0 million in the same period a year ago. Approximately $2.8 million of the increase was attributable to increased unit sales of data products, $1.9 million was attributable to increased unit sales of software products, and $1.0 million was attributable to increased sales of services. The strong growth in data revenues primarily resulted from increased demand for data products, principally in the Americas, as a result of selling enterprise solutions that incorporate the full suite of MapInfo's software, information products and services. On a geographic basis, revenues increased approximately 43% in the Americas, 21% in Asia-Pacific and 10% in EAME over the same period a year ago. The increase in the Americas revenues was mainly attributable to the increased sales of data and software products as previously discussed. The increase in Asia-Pacific revenues was mainly the result of strong growth in Australia. Excluding the effect of foreign currency translation, EAME revenue would have increased 15% and Asia-Pacific revenue would have increased 30% for the quarter compared to the prior year results.

For the nine months ended June 30, 2000, revenues increased 30% to $69.2 million from $53.2 million in the prior year period. Data products accounted for $9.5 million or 59% of the overall revenue increase. The increase in data revenues was primarily attributed to the increase in sales of solutions that incorporate a number of the Company's software products, data products and services. An increase in sales of the Company's software products accounted for $5.1 million or 32% of the overall year-to-date revenue increase. On a geographic basis, revenues in the Americas increased by $13.3 million or 48%. This was achieved principally by a 73% growth in data revenues and a 28% growth in software revenues. Asia-Pacific revenues increased by $1.5 million or 20% in the first nine months of fiscal 2000 compared to the same period in 1999. This increase was primarily attributable to increased revenues in Australia. In Europe, revenues for the nine months increased $1.2 million or 7%. Excluding the effect of translation, EAME revenues would have increased 11% and Asia-Pacific would have increased 22% over the prior year.

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Cost of revenues as a percentage of revenues increased slightly to 20.4% in the third quarter of 2000 from 20.0% for the same period in 1999. As a result, the gross margin decreased to 79.6% from 80.0%. The decrease in margin was primarily attributable to the increase in data revenues. Data products carry a higher cost of revenues than do software products. However as a percentage of data revenues, the cost of data revenues has declined to 21.9% in the third quarter of 2000 versus 27.4% in the prior year's third quarter. This improvement is the result of selling more MapInfo-owned data products versus third party data products, which require royalty payments. For the nine months ending June 30, 2000, gross margin improved to 78.9% from 78.7% in 1999.

Research and development (R&D) expenses of $4.0 million in the third quarter of fiscal 2000 increased 45% over the prior year period. For the first nine months of fiscal 2000, R&D expenses increased 32% to $10.8 million from $8.2 million in 1999. The increase in R&D expenses for both the quarter and year-to-date was primarily attributable to increased headcount to support new development initiatives, including the Company's relationship with Oracle Corporation, and additional Quality Assurance engineers. As a percentage of revenues, R&D expenses in the third quarter of 2000 increased to 16.4% from 14.7% in 1999. For the first nine months of fiscal 2000, R&D expenses increased to 15.7% of revenues from 15.4% in 1999.

Selling and marketing expenses increased 16% to $9.5 million in the third quarter of 2000 from $8.3 million for the same period in 1999. For the nine months ended June 30, 2000, selling and marketing expenses increased 20% to $27.3 million from $22.8 million in the same period a year ago. The increase for the quarter and year-to-date was primarily attributable to a 23% increase in headcount in the Americas sales organization; increased commission and bonus incentives resulting from the strong quarter and year-to-date revenue and earnings performance; and increased sales and marketing activity in the Asia-Pacific region, particularly in Japan. As a percentage of revenues, selling and marketing expenses decreased to 38.7% in the third quarter of 2000 from 41.1% for the same period in 1999 due to improved sales productivity. For the first nine months of fiscal 2000, selling and marketing expenses declined to 39.5% from 42.0% in 1999.

General and administrative (G&A) expenses increased 12% to $3.1 million in the third quarter of fiscal 2000 from $2.7 million for the same period in 1999. For the nine months ended June 30, 2000, G&A expenses increased 26% to $9.4 million from $7.4 million in 1999. The increase in G&A expenses was primarily attributable to increased headcount to support MIS initiatives, higher professional fees relating to increased trademark applications and other legal activities, and further expansion of the Asia-Pacific region. Included in G&A expenses for the third quarter of fiscal 2000 and fiscal 1999 was amortization of intangibles relating to acquisitions of $279 thousand and $297 thousand, respectively. On a year-to-date basis, amortization of intangibles relating to acquisitions was $861 thousand in fiscal 2000 compared to $751 thousand in fiscal 1999. For the third quarter of fiscal 2000, G&A expenses as a percentage of revenues decreased to 12.4% as compared to 14.3% for the same period in fiscal 1999. For the nine months ended June 30, 2000, G&A expenses as a percentage of revenues decreased to 13.5% from 13.9% in 1999.

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Other income, net increased $258 thousand to $479 thousand in the third quarter of fiscal 2000 from $221 thousand for the same period in 1999. For the nine months ended June 30, 2000, other income, net increased by $565 thousand to $1.2 million from $662 thousand for the comparable period of fiscal 1999. Other income, net consists primarily of interest income. Interest income for the third quarter was $553 thousand versus $249 thousand in the third quarter of fiscal 1999. Interest income was $1.3 million for the first nine months of fiscal 2000 versus $800 thousand during last year's comparable period. The increase in interest income is due to the increased cash and short-term investment balances and the increase in interest rates.

The effective income tax rate for the nine-months ended June 30, 2000 and 1999 was 37% and 32%, respectively. The increase in the provision for income taxes was primarily attributable to an increase in the current year pre-tax income.

The Company's cash and short-term investments totaled $33.8 million at June 30, 2000 compared to $28.9 million at September 30, 1999. At June 30, 2000, the Company's investment portfolio consisted primarily of short-term marketable securities.

MapInfo has no long-term debt. The Company has a $10 million credit facility with a bank that expires in December 2000, and a $10 million credit facility with a bank that expires in January 2001. There were no outstanding borrowings under either facility at June 30, 2000.

Net cash generated from operating activities was $10.7 million for the nine months ended June 30, 2000. The cash generated from operating activities in the first nine months of 2000 was principally the result of net income. Net cash used for investing activities in the first nine months of 2000 was $9.2 million. Investing activities included $4.1 million in purchases of property and equipment, $1.0 million for an equity investment in Karttakeskus Oy, $5.2 million for an equity and debt with warrants investment in Alps Mapping Co. Ltd., and $480 thousand for an investment in NearMe Inc., offset by net cash flows from short-term investments of $1.3 million.

Management believes existing cash and short-term investments together with funds generated from operations should be sufficient to meet the Company's operating requirements for the next twelve months.

In March 2000, the Company acquired 16.7% of the outstanding common stock of Alps Mapping Co., Ltd. ("Alps"), a leading data provider headquartered in Nagoya, Japan. The Company invested 100 million Yen (approximately $1.0 million) to acquire the 16.7% equity position and 400 million Yen (approximately $3.7 million) in three debt instruments with warrants that could be converted over time into as much as a 51% common stock ownership position. In addition, the companies have executed an operating agreement whereby MapInfo will assist in the development of new data products for the Japan market and the integration of these products with the full suite of MapInfo software products and solutions. This investment is accounted for under the equity method of accounting.

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In January 2000, the Company paid $1.0 million for 19.9% of the outstanding common stock of its distributor in Finland, Karttakeskus Oy, a mapping technology and solutions company. This investment is accounted for under the equity method of accounting.

In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging Activities," which establishes accounting and reporting standards for derivative instruments and hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value. In June 2000, SFAS No. 133 was amended by SFAS No. 138 "Accounting for Certain Derivative Instruments and Certain Hedging Activities". Both SFAS No. 133 and SFAS No. 138 are effective for fiscal years beginning after June 15, 2000. Accordingly, the Company will adopt SFAS No. 133 and SFAS No. 138 effective October 1, 2000. The Company does not believe that the adoption of SFAS No. 133 and SFAS No. 138 will have a material effect on the Company's financial position or results of operations.

In December 1999, the SEC issued Staff Accounting Bulletin No. 101 "Revenue Recognition in Financial Statements," which is effective no later than the fourth fiscal quarter of the first fiscal year beginning after December 15, 1999. SAB 101 clarifies the SEC's views related to revenue recognition and disclosure. The Company does not believe that the adoption of SAB 101 will have a material effect on the Company's financial position or results of operations.

In March 2000, the Financial Accounting Standard Board issued FASB Interpretation No. 44, "Accounting for Certain Transactions Involving Stock Compensation - an interpretation of APB Opinion No. 25" ("FIN 44"). FIN 44 clarifies the application of APB Opinion No. 25 and among other issues clarifies the following: the definition of an employee for purposes of applying APB Opinion No. 25; the criteria for determining whether a plan qualifies as a noncompensatory plan; the accounting consequences of various modifications to the terms of previously fixed stock options or awards; and the accounting for an exchange of stock compensation awards in a business combination. FIN 44 is effective July 1, 2000, but certain conclusions in FIN 44 cover specific events that occurred after either December 15, 1998 or January 12, 2000. The Company does not expect the application of FIN 44 to have a material impact on the Company's financial position or results of operations.

This Quarterly Report on Form 10-Q contains forward-looking statements. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words "believes," "anticipates," "plans," "expects," and similar expressions are intended to identify forward-

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looking statements, including statements as to the sufficiency of funds to meet operating requirements for the next 12 months. The following important factors, among others, could cause actual results to differ materially from those indicated by forward-looking statements made in this Quarterly Report on Form 10-Q and presented elsewhere by management from time to time. In addition to the other information in this Quarterly Report on Form 10-Q, the following issues and risks, among others, should be considered in evaluating MapInfo's outlook and future.

New products and technological change. The mapping software and information business is characterized by extremely rapid technological change, evolving industry standards, and frequent new product introductions. These conditions require continuous expenditures on product research and development to enhance existing products and to create new products. The Company believes that the timely development of new products and continuing enhancements to existing products is essential to maintain its competitive position in the marketplace. During recent years, the Company introduced a number of new products, including SpatialWare®, TargetPro™, dbPlanner™, MapXsite®, MapXtreme™ and MapInfo MapX®. The Company also recently began undertaking broad initiatives in wireless and CRM applications. The Company's future success depends, in part, upon customer and market acceptance of these new products and initiatives. Any failure to achieve acceptance of these and other new product offerings could have a material adverse effect on the Company's business and results of operations.

There can be no assurance that the Company will successfully complete the development of new or enhanced products or successfully manage transitions from one product release to the next.

Competition. The Company encounters significant competition in the market for business mapping systems worldwide. Some of the Company's competition may have significant name recognition, as well as substantially greater capital resources, marketing experience, research and development staffs and production facilities than the Company. Increased competition may lead to pricing pressures that could adversely affect the Company's gross margins. Prices of software in Europe and Asia are generally higher than in the Americas to cover localization costs and higher costs of distribution. Such price uplifts could erode in the future.

Reliance on third parties. The Company relies in part on strategic partners and independent developers for the development of specialized data products that use MapInfo software. Failure by such strategic partners or independent developers to continue to develop such data products, or changes in the contractual arrangements with such strategic partners or independent developers, could have a material adverse effect on the Company's business and results of operations.

Risks associated with international operations. Revenues outside the Americas represented approximately 40% of total Company revenues in the third quarter and year-to-date of fiscal 2000. The international portion of the Company's business is subject to a number of inherent risks, including the difficulties in building and managing international operations, reliance on financial commitments from certain international distributors, difficulties in localizing products and translating

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documentation into foreign languages, fluctuations in import/export duties and quotas, and regulatory, economic, or political changes in international markets. The Company's operating results are also affected by exchange rates. Approximately 26% of the Company's revenues were denominated in foreign currencies during the three and nine months ended June 30, 2000. Changes in international business conditions could have a material adverse effect on the Company's business and results of operations.

Prices. Future prices the Company is able to obtain for its products may decrease from previous levels depending upon market or competitive pressures or distribution channel factors. Any decrease could have a material adverse effect on the Company's business and results of operations.

Intellectual property rights. The Company regards its software as proprietary and attempts to protect it with a combination of copyright, trademark and trade secret laws, employee and third-party non-disclosure agreements, and other methods of protection. Despite these precautions, it may be possible for unauthorized third parties to copy certain portions of the Company's products, reverse engineer or obtain and use information the Company regards as proprietary. In addition, the Company's shrink-wrap licenses, under which the Company licenses its products, may be unenforceable under the laws of certain jurisdictions. Also, the laws of some foreign countries do not protect the Company's proprietary rights to the same extent as the laws of the United States. Any misappropriation of the Company's intellectual property could have a material adverse effect on the Company's business and results of operations. Furthermore, there can be no assurance that third parties will not assert infringement claims against the Company in the future with respect to current or future products. Any such assertion could require the Company to enter into royalty arrangements or result in costly litigation.

Cost of revenues. Cost of revenues varies with the mix of technology development and licensing fees, product revenues, and services revenues, as well as with the distribution channel mix. Changes in the revenue mix, as well as the distribution model, may affect cost of revenues as a percentage of net revenues in the future.

Risks associated with distribution channels. The Company primarily markets and distributes its products in North America, Europe and Australia through the Company's telesales, outside sales force and through third-party resellers. In the rest of the Asia-Pacific region, the Company's products are marketed and distributed through exclusive and non-exclusive distribution relationships. The Company has limited control over resellers and distributors that are not employees of the Company. There can be no assurance that the Company will be able to retain its current resellers and distributors, that the resellers and distributors will perform to the Company's expectations, or that the Company will be able to expand its distribution channels by entering into arrangements with new resellers and distributors in the Company's current markets or in new markets.

Variability of quarterly operating results. The Company's quarterly operating results may vary significantly from quarter to quarter, depending upon factors such as the introduction and market acceptance of new products and new versions of existing products, the ability to reduce expenses, and the activities of competitors. Because a high percentage

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of the Company's expenses are relatively fixed in the near term, minor variations in the timing of orders and shipments can cause significant variations in quarterly operating results. The Company operates with little or no backlog and has no long-term contracts, and substantially all of its product revenues in each quarter result from software licenses issued in that quarter. Accordingly, the Company's ability to accurately forecast future revenues and income for any period is necessarily limited.

Potential volatility of stock price. There has been, and will likely continue to be, significant volatility in the market price of securities of technology companies. Factors such as announcements of new products by the Company or its competitors, quarterly fluctuations in the Company's financial results or other software companies' financial results, shortfalls in the Company's actual financial results compared to results previously forecasted by stock market analysts, and general conditions in the software industry and conditions in the financial markets could cause the market price of the Common Stock to fluctuate substantially. These market fluctuations may adversely affect the price of the Company's Common Stock.

Risks associated with acquisitions and investments. The Company has made a number of acquisitions and investments and will continue to review future acquisition opportunities. No assurances can be given that acquisition candidates will continue to be available on terms and conditions acceptable to the Company. Acquisitions involve numerous risks, including, among other things, possible dilution to existing shareholders, difficulties and expenses incurred in connection with the acquisitions and the subsequent assimilation of the operations and services or products of the acquired companies, the difficulty of operating new businesses, the diversion of management's attention from other business concerns and the potential loss of key employees of the acquired company. In the event that the operations of an acquired business do not meet expectations, the Company may be required to restructure the acquired business or write-off the value of some or all of the assets of the acquired business. There can be no assurance that any acquisition will be successfully integrated into the Company's operations.

Reliance on attracting and retaining key employees. The Company's continued success will depend in large part on its ability to attract and retain highly qualified technical, managerial, sales and marketing, executive, and other personnel. Competition for such personnel is intense. There can be no assurance that the Company will be able to continue to attract or retain such personnel. Loss of key personnel or changes in management could have an adverse impact on the Company.

The Company exports products to diverse geographic locations. Most of the Company's international revenues through subsidiaries are denominated in foreign currencies. To date, foreign currency fluctuations have not had a material effect on the Company's operating results. The Company's exposure is mitigated, in part, by the fact that it incurs certain operating costs in the same foreign currencies in which revenues are denominated. In addition, the Company has entered into a foreign currency contract to hedge against a Japanese yen denominated receivable with a notional value expressed in U.S. dollars of $3.8 million.

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(a)     Exhibits.
         The exhibits listed in the Exhibit Index filed as part of this report are filed as part of
         this report or are included in this report.

(b)     Reports on Form 8-K
          No reports on Form 8-K were filed during the three months ended June 30, 2000.

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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.

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