VIASOFT INC /DE/
10-Q/A, 1996-11-15
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
   
                              ---------------------

                                 FORM 10-Q / A-1
                              ---------------------
    
(Mark One)

[X]      QUARTERLY  REPORT  PURSUANT  TO SECTION  13 or 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934


         For the quarterly period ended September  30, 1996

                                       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 0-25472

                                  VIASOFT, INC.
             (Exact name of Registrant as specified in its charter)


           Delaware                                        94-2892506
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


                 3033 North 44th Street, Phoenix, Arizona 85018
               (Address of principal executive offices) (Zip Code)

                                 (602) 952-0050
              (Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [ X ] No [ ]

   
As of October  31,  1996,  there were  16,961,337  outstanding  shares of Common
Stock, par value $.001 per share, of VIASOFT, Inc.
    
<PAGE>
                                   SIGNATURES


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



                                                VIASOFT, INC.



   
Date: November 15, 1996                         By /s/ Steven D. Whiteman
                                                   ----------------------
    
                                                         Steven D. Whiteman
                                                         President


   
Date: November 15, 1996                         By /s/ Mark R. Schonau
                                                   -------------------
                                                         Mark R. Schonau
                                                         Chief Financial Officer
    

                         VIASOFT, INC. AND SUBSIDIARIES

                        Computation of Earnings Per Share
                                   Exhibit 11
                      (in thousands, except per share data)

                                                                 Year to Date
                                                                 September 30
                                                               -----------------
                                                                 1996      1995

PRIMARY EARNINGS PER SHARE
Common Shares Outstanding, beginning of period                  16,719    15,950

Effect of Weighting of Shares:
         Warrants and employee stock options outstanding           856       996
         Employee stock options exercised                           93        94
                                                               -------   -------
Weighted average number of common and common
         share equivalents outstanding                          17,668    17,040
                                                               =======   =======

Net income                                                     $ 1,556   $   941
                                                               =======   =======

Earnings per common and common share equivalent                $  0.09   $  0.06
                                                               =======   =======



FULLY DILUTED EARNINGS PER SHARE
Common Shares Outstanding, beginning of period                  16,719    15,950

Effect of Weighting of Shares:
         Warrants and employee stock options outstanding           922     1,016
         Employee stock options exercised                           93        94
                                                               -------   -------
Weighted average number of common and common
         share equivalents outstanding                          17,734    17,060
                                                               =======   =======

Net income                                                     $ 1,556   $   941
                                                               =======   =======

Earnings per common and common share equivalent                $  0.09   $  0.06
                                                               =======   =======


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