SECURITIES AND EXCHANGE COMMISSION

AMENDMENT NO. 1

SOLICITATION/ RECOMMENDATION STATEMENT

VIASOFT, INC.

VIASOFT, INC.

COMMON STOCK, $0.001 PAR VALUE

92552U-10-2

Catherine R. Hardwick, Esq.

WITH COPIES TO:

William M. Hardin, Esq.

[   ]  Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

      This Amendment No. 1 amends and supplements the Solicitation/ Recommendation Statement on Schedule 14D-9, originally filed with the Securities and Exchange Commission (the “Commission”) on May 4, 2000 (the “Schedule 14D-9”), by Viasoft, Inc., a Delaware corporation (the “Company” or “Viasoft”). The Schedule 14D-9 was filed in connection with the combined tender offer made by ASG Sub, Inc., a Delaware corporation (“ASG Sub”) and wholly-owned subsidiary of Allen System Group, Inc. (“Allen Systems”), and Viasoft, to purchase all of the outstanding shares of Viasoft’s Common Stock, $0.001 par value (the “Shares”), including the associated Preferred Share Purchase Rights (the “Rights”) issued pursuant to the Rights Agreement between Viasoft and Harris Trust and Savings Bank, as rights agent, dated as of April 20, 1998, as amended on July 14, 1999 and April 27, 2000, held by Viasoft’s shareholders at $8.40 per Share, net to the seller in cash, without interest (the “Offer Price”), upon the terms and conditions set forth in the Offer to Purchase dated May 4, 2000 (the “Offer to Purchase”) and the related Letter of Transmittal, copies of which are attached as Exhibits (a)(1) and (a)(2), respectively, to the Schedule 14D-9, (which, as may be amended from time to time, together constitute the “Offer”). The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of April 27, 2000, by and among Allen Systems, ASG Sub and Viasoft.

ITEM 8.     ADDITIONAL INFORMATION.

      The Offer expired at 12:00 midnight, Eastern time, on Friday, June 2, 2000 (the “Expiration Date”). Based upon a preliminary report from Equiserve, the depositary for the Offer, as of the Expiration Date, 16,926,908 Shares were validly tendered and not withdrawn (including Shares delivered pursuant to guaranteed delivery) pursuant to the Offer, representing approximately 93% of the outstanding Shares. ASG Sub and the Company have accepted these Shares for payment (excluding Shares subject to guarantee of delivery, which shall be accepted and paid for upon completion of delivery). Allen Systems, ASG Sub and Viasoft are expected to make payment for the accepted Shares on Monday, June 5, 2000 or promptly thereafter. A copy of the joint press release, dated June 5, 2000, is attached hereto as Exhibit (a)(5) and is incorporated herein by reference.

ITEM 9.     EXHIBITS.

      Item 9 is hereby amended and supplemented by the addition of the following exhibit:

SIGNATURE

      After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	VIASOFT, INC.

Dated: June 5, 2000

2

EXHIBIT INDEX