UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10 - Q


(MARK ONE)

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

               For the Quarterly Period Ended December 31, 2001,

                                       or

 [   ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
           EXCHANGE ACT OF 1934

                         Commission File Number 0-19092

                               ROSS SYSTEMS, INC.
                          ----------------------------
             (Exact name of registrant as specified in its charter)

                Delaware                                       94-2170198
                --------                                       ----------
     (State or other jurisdiction of                          (IRS Employer
      incorporation or organization                       Identification Number

         Two Concourse Parkway,
      Suite 800, Atlanta, Georgia                                30328
      ---------------------------                                -----
(Address of principal executive offices)                       (Zip code)

                                 (770) 351-9600
                               ------------------
              (Registrant's telephone number, including area code)

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


     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 practicable date:

                                                             Outstanding
             Class                                         February 5, 2002
             -----                                         ----------------
 Common stock, $0.001 par value                               2,620,621




================================================================================

                                       1



                               ROSS SYSTEMS, INC.

                          QUARTERLY REPORT ON FORM 10-Q
                         QUARTER ENDED DECEMBER 31, 2001
                         -------------------------------

                                TABLE OF CONTENTS



                                                                                                 Page No.

                                                                                                 
PART I. FINANCIAL INFORMATION

          Item 1. Financial Statements...............................................................3

                  Condensed Consolidated Balance Sheets - December 31, 2001 and June 30,
                  2001...............................................................................3

                  Condensed Consolidated Statements of Operations - Three months and six
                  months ended December 31, 2001 and 2000............................................4

                  Condensed Consolidated Statements of Cash Flows - Six months ended
                  December 31, 2001 and 2000.........................................................5

          Item 2. Management's Discussion and Analysis of Financial Condition and Results of
                  Operations........................................................................11

          Item 3. Quantitative and Qualitative Disclosures About Market Risk........................16

PART II. OTHER INFORMATION



          Item 6. Exhibits and Reports on Form 8-K..................................................18

SIGNATURE...........................................................................................20



                                       2




                       ROSS SYSTEMS, INC. AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


                          PART I. FINANCIAL INFORMATION

Item 1. Financial Statements



                       ROSS SYSTEMS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                    (in thousands, except share related data)

                                                                              December 31,    June 30,
                                                                                 2001           2001
                                                                             (unaudited)     (audited)
                                                                             -----------     ---------
                                                                                       
ASSETS
Current assets:
      Cash and cash equivalents                                               $  3,303       $  5,716
      Accounts receivable, less allowance
            for doubtful accounts                                               11,919         10,128
      Prepaids and other current assets                                          1,706          1,874
                  Total current assets                                          16,928         17,718
                                                                              --------       --------

Property and equipment, net                                                      1,464          1,694
Computer software costs, net                                                    26,207         27,918
Other assets                                                                     3,064          3,132
                                                                              --------       --------
                  Total assets                                                $ 47,663       $ 50,462
                                                                              ========       ========

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
      Current installments of debt                                            $  5,222       $  4,522
      Accounts payable                                                           2,965          4,920
      Accrued expenses                                                           4,267          4,870
      Income taxes payable                                                         192            335
      Deferred revenues                                                         10,723         12,711
                                                                              --------       --------
                  Total current liabilities                                     23,369         27,358
                                                                              ========       ========
Shareholders' equity:
            Common stock, $.001 par value; 35,000,000 shares authorized,
            2,615,134 and 2,565,989 shares issued and outstanding at                26             26
            December 31, 2001 and June 30, 2001, respectively
            Preferred Stock, no par value; 5,000,000 authorized, 500,000         2,000          2,000
            outstanding
            Additional paid-in capital                                          87,134         87,032
            Accumulated deficit                                                (62,974)       (63,876)
            Accumulated comprehensive deficit                                   (1,892)        (2,078)
                                                                              --------       --------
                  Total shareholders' equity                                    24,294         23,104
                                                                              --------       --------
                  Total liabilities and shareholders' equity                  $ 47,663       $ 50,462
                                                                              ========       ========



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

                                       3




                                            ROSS SYSTEMS, INC. AND SUBSIDIARIES
                                      CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                           (in thousands, except per share data)


                                                                     Three months ended                Six months ended
                                                                        December 31,                     December 31,
                                                                        (unaudited)                      (unaudited)
                                                                 -------------------------         -------------------------
                                                                    2001             2000             2001             2000
                                                                                                        
Revenues:
      Software product licenses                                  $  2,920         $  1,940         $  6,100         $  4,356
      Consulting and other services                                 3,285            4,162            6,048            9,130
      Maintenance                                                   5,220            6,496           10,442           13,264
                                                                 --------         --------         --------         --------
               Total revenues                                      11,425           12,598           22,590           26,750
                                                                 --------         --------         --------         --------
Operating expenses:
      Costs of software product licenses                              311              325              706              809
      Costs of consulting, maintenance and other services           2,516            3,596            4,573           10,114
      Software product license sales and marketing                  3,505            3,463            6,993            8,506
      Product development net of capitalized computer                 979              853            2,026            1,629

               software costs
      Amortization of computer software costs                       2,084            2,223            3,794            4,492
      General and administrative                                    1,250            1,215            2,669            2,752
      Provision for uncollectible accounts                            261              283              546              835
      Amortization of other assets                                     --              135               --              360
      Non-recurring costs                                              --               --               --              790
                                                                 --------         --------         --------         --------
               Total operating expenses                            10,906           12,093           21,307           30,287
                                                                 --------         --------         --------         --------

Operating earnings (loss)                                             519              505            1,283           (3,537)
      Other expenses, net                                            (146)            (276)            (307)            (613)
                                                                 --------         --------         --------         --------
Earnings (loss) before taxes                                          373              229              976           (4,150)
      Income tax expense (benefit)                                   (115)              62         $     74             (122)
                                                                 --------         --------         --------         --------
Net earnings (loss)                                              $    488         $    167         $    902         $ (4,028)
                                                                 ========         ========         ========         ========
Net earnings (loss) per common share - basic                     $   0.19         $   0.07         $   0.35         $  (1.65)
                                                                 ========         ========         ========         ========
Net earnings (loss) per common share - diluted                   $   0.17         $   0.07         $   0.31         $  (1.65)
                                                                 ========         ========         ========         ========

Shares used in per share computation - basic                        2,592            2,569            2,577            2,443
                                                                 ========         ========         ========         ========
Shares used in per share computation - diluted                      3,152            2,569            3,124            2,443
                                                                 ========         ========         ========         ========


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

                                       4






                                             ROSS SYSTEMS, INC. AND SUBSIDIARIES

                                       CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                 (in thousands) (unaudited)

                                                                                      Six months ended
                                                                                   ----------------------
                                                                                         December 31,
                                                                                     2001          2000
                                                                                    -------       -------
                                                                                            
Cash flows from operating activities:
      Net earnings (loss)                                                           $   902       $(4,028)
      Adjustments to reconcile net earnings (loss) to net cash provided by
         operating activities:
               Depreciation and amortization of property and equipment                  489           875
               Amortization of computer software costs                                3,794         3,977
               Amortization of other assets                                              --           360
               Provision for uncollectable accounts                                     546           835
               Changes in operating assets and liabilities, net of acquisitions:
                     Accounts receivable                                             (2,368)        7,813
                     Prepaids and other current assets                                  166          (885)
                     Income taxes payable / recoverable                                (146)          (39)
                     Accounts payable                                                (1,955)          814
                     Accrued expenses                                                  (601)       (1,184)
                     Deferred revenues                                               (1,987)       (4,606)
                                                                                    -------       -------
                     Net cash (used in) provided by operating activities             (1,160)        3,932
                                                                                    -------       -------
Cash flows from investing activities:
               Purchases of property and equipment                                     (259)          (65)
               Computer software costs capitalized                                   (2,160)       (3,732)
               Other                                                                    146           408
                                                                                    -------       -------
                     Net cash used for investing activities                          (2,273)       (3,389)
                                                                                    -------       -------
Cash flows from financing activities:
               Net cash received on line of credit                                      700            --
               Net cash paid on line of credit                                           --        (1,491)
               Net proceeds (repayments) of capital leases and long term debt            --          (434)
               Proceeds from issuance of common stock                                   102            29
                                                                                    -------       -------
                     Net cash provided by (used in) financing activities                802        (1,896)
                                                                                    -------       -------
Effect of exchange rate changes on cash                                                 218            26
                                                                                    -------       -------

Net decrease in cash and cash equivalents                                            (2,413)       (1,327)

Cash and cash equivalents at beginning of period                                      5,716         2,010
Cash and cash equivalents at end of period                                          $ 3,303       $   683
                                                                                    =======       =======
Non-cash investing and financing activities:
Conversion of convertible debentures                                                $    --       $   584
                                                                                    =======       =======
Supplementary disclosure:
Income taxes paid                                                                   $    --           (81)
                                                                                    =======       =======
Net interest paid                                                                   $   307           612
                                                                                    =======       =======



   The accompanying notes are an integral part of these condensed consolidated
                              financial statements

                                       5



                      ROSS SYSTEMS, INC. AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1) BUSINESS OF THE COMPANY AND BASIS OF PRESENTATION

     Ross Systems, Inc. (NASDAQ:ROSS), (the "Company") founded in 1972, supplies
leading  enterprise  solutions  software  designed  for  process   manufacturing
companies. The Company offers both the award-winning iRenaissance(TM) enterprise
resource  planning (ERP II) software package,  as well as integrated  e-business
solutions  for  food,  beverage,  biotech/pharmaceutical,  chemicals,  paper and
metals  manufacturers.  The Ross Systems  family of  solutions  includes a broad
range of applications  for advanced  planning,  supply-chain  management  (SCM),
materials  management,   financials,   manufacturing,   maintenance  management,
transportation  management,  customer relationship  management (CRM),  commerce,
collaboration,  and human  resources/payroll.  In addition to the aforementioned
software suites, the Company also provides professional  consulting services for
implementation, custom application development and education. The Company offers
ongoing  maintenance  and support  services via the Internet and telephone  help
desks.

     The Company  operates in one business  segment and no  individual  customer
accounts  for more  than  10% of total  revenues.  The  Company  does not have a
concentration of credit risk in any one industry.

     The accompanying  unaudited condensed  consolidated financial statements of
Ross Systems,  Inc reflect all  adjustments of a normal  recurring  nature which
are, in the opinion of management,  necessary to present a fair statement of its
financial  position as of December 31, 2001,  and the results of its  operations
and cash flows for the  interim  periods  presented.  The  Company's  results of
operations  for the  three  and six  months  ended  December  31,  2001  are not
necessarily indicative of the results to be expected for the full year.

     These  unaudited  condensed  consolidated  financial  statements  have been
prepared  in  accordance  with the  instructions  for Form 10-Q and,  therefore,
certain  information and footnote  disclosures  normally  contained in financial
statements prepared in accordance with generally accepted accounting  principles
have been condensed or omitted.  These  financial  statements  should be read in
conjunction  with  the  Consolidated  Financial  Statements  and  notes  thereto
included in the  Company's  Annual Report to  Stockholders  on Form 10-K for the
fiscal year ended June 30, 2001 which was filed with the Securities and Exchange
Commission during September 2001.

It is the Company's  policy to reclassify prior year amounts to conform with the
current year presentation when necessary.


2) PRINCIPLES OF CONSOLIDATION

     The accompanying  financial  statements include accounts of the Company and
its  wholly  owned  subsidiaries.  All  significant  intercompany  balances  and
transactions have been eliminated.

3) CAPITALIZED COMPUTER SOFTWARE COSTS AND OTHER ASSETS

     It is the Company's  policy to follow  paragraph 8 of SFAS 86,  "Accounting
for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed" in
the  computation  of  annual   amortization   expense  of  software  costs.  The
straight-line  method has historically  yielded the greatest annual expense when
compared  to the ratio of current  gross  revenues  to current  and  anticipated
future gross revenues.  Accordingly,  the straight-line method is generally used
to amortize previously capitalized software costs.


     It is the  Company's  policy  to  assess  all  its  long-lived  assets  and
intangible  assets for impairment  whenever  events or changes in  circumstances
indicate  that  the  carrying  amount  of  the  assets  may  not  berecoverable.
Impairment losses, if applicable,  would be calculated as the difference between
the carrying value of the asset

                                       6



and the sum of anticipated future undiscounted cash flows. The calculation would
be performed on an individual  item basis.  No impairment was noted in the first
six months of fiscal 2002.

4) ACCOUNTS RECEIVABLE

            As of the dates shown, accounts receivable consisted of the
            following (in thousands):



                                                                December 31,     June 30,
                                                                    2001           2001
                                                                (unaudited)
                                                                  --------       --------
                                                                           
            Trade accounts receivable                             $ 14,969       $ 13,058
            Less allowance for doubtful accounts and returns        (3,050)        (2,930)
                                                                  --------       --------
                                                                  $ 11,919       $ 10,128
                                                                  ========       ========


5) PROPERTY AND EQUIPMENT

            As of the dates shown, property and equipment consisted of the
            following (in thousands):



                                                                December 31,    June 30,
                                                                   2001           2001
                                                                (unaudited)
                                                                 --------       --------
                                                                          
             Computer equipment                                  $  8,169       $  9,101
             Furniture and fixtures                                 1,764          1,782
             Leasehold improvements                                 1,561          1,546
                                                                 --------       --------
                                                                   11,494         12,429
             Less accumulated depreciation and amortization       (10,030)       (10,735)
                                                                 $  1,464       $  1,694
                                                                 ========       ========





6) OTHER INTANGIBLE ASSETS

         As of December 31, 2001, Goodwill consisted of the following (in
         thousands) (unaudited):


                                                                                                 Accumulated
                                                                                    Asset Value  Amortization   Net Value
                                                                                    -----------  ------------   ---------
                                                                                                        
         Excess of purchase price over tangible asset value of acquired software
         services companies                                                           $ 4,414      $(2,233)      $ 2,181
                                                                                      =======      =======       =======



The Company  does not  consider  these  assets to be impaired as of December 31,
2001 or at the date of filing  this report on Form 10-Q.  Presently  the Company
does not anticipate any future  impairment of these assets.  In accordance  with
the provisions of Statement on Financial  Accounting Standard No. 142, "Goodwill
and Other Intangible  Assets",  the Company does not intend to record any future
amortization of these assets. (See Note 11)


Other intangible  assets  consisting of Capitalized  Computer Software Costs, in
the net amount of  $26,207,000,  will continue to be amortized  over four years.
(See Note 3.)

                                       7


                      ROSS SYSTEMS, INC. AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


7) SOFTWARE REVENUE RECOGNITION

     The company recognizes revenue on software  transactions in accordance with
Statement of Position No. 97-2 "Software Revenue  Recognition"  ("SOP 97-2). The
financial  statements contained herein have been prepared in accordance with the
requirements of SOP 97-2.

8) COMPREHENSIVE INCOME

     Total  non-stockholder  changes  in equity  include  all  changes in equity
during a period except those resulting from investments by and  distributions to
stockholders. The components of comprehensive income (loss) for the three -month
and  six-month  periods  ended  December  31,  2001 and 2000 were as follows (in
thousands):



                                                            Three months ended         Six months ended
                                                               December 31,              December 31,
                                                          ---------------------     ---------------------
                                                            2001         2000         2001          2000
                                                          -------      -------       -------      -------
                                                                                      
            Net earnings (loss)                           $   488      $   167       $   902      $(4,028)
            Foreign currency translation adjustments           61         (524)          186          253
                                                          -------      -------       -------      -------
            Total comprehensive income (loss)             $   549      $  (357)      $ 1,088      $(3,775)
                                                          =======      =======       =======      =======


9) NET EARNINGS (LOSS) PER COMMON AND COMMON EQUIVALENT SHARE

     Basic  earnings  (loss) per  common  share are  computed  by  dividing  net
earnings or net loss by the weighted average number of common shares outstanding
during the period.  Diluted  earnings per common and common  equivalent share is
computed by dividing net earnings by the weighted  average  number of common and
common equivalent shares outstanding during the period. Common stock equivalents
are not  considered in the  calculation  of net loss per share when their effect
would be antidilutive.

     The following is a reconciliation of the numerators of diluted earnings per
share, (in thousands):



                                         Three months ended         Six months ended
                                             December 31,              December 31,
                                        --------------------     ---------------------
                                          2001         2000         2001         2000
                                        -------      -------      -------      -------
                                                                   
Net earnings (loss)                     $   488      $   167      $   902      $(4,028)
Interest on convertible securities           38           13           75            0
                                        -------      -------      -------      -------
Numerator for diluted calculation       $   526      $   180      $   977      $(4,028)
                                        =======      =======      =======      =======



In periods  when the  Company is  profitable,  the only  difference  between the
denominator for basic and diluted net earnings per share is the effect of common
stock equivalents. In periods of a loss, the denominator does not change because
it would be anti-dilutive.

                                       8


                       ROSS SYSTEMS, INC. AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

10) CAPITAL STOCK

(a) Mandatorily Redeemable Preferred Stock and New Private Placement

     In  fiscal  1991,  the  Company  authorized  a new  class  of no par  value
preferred  stock  consisting  of  5,000,000  shares.  The Board of  Directors is
authorized  to issue the  preferred  stock in one or more  series and to fix the
rights,  preferences,  privileges  and  restrictions  of such  stock,  including
dividend rights,  dividend rates,  conversion  rights,  voting rights,  terms of
redemption,  redemption prices, liquidation preferences and the number of shares
constituting any series or the designation of such series,  without further vote
or action by the shareholders. As of June 30, 2000, the Company had no shares of
its mandatorily redeemable convertible preferred stock outstanding.

     On June 29, 2001,  the Company  issued  mandatorily  convertible  preferred
stock to a qualified  investor in a private placement  transaction.  In summary,
the  investor  purchased  500,000  preferred  shares  at $4 per  share  yielding
$2,000,000 for the Company.  This price  represented a premium to the market for
the Company's  common stock at the time of issuance.  The average  closing share
price of the Company's common stock for the 30 trading days prior to the private
placement was approximately $2.22. The preferred shares can not be converted for
one year but must be  converted  within  three  years from the issue  date.  The
shares earn dividends at the rate of 7.5%. In conjunction with this transaction,
the Company issued warrants to the broker who assisted in securing the investor.
These  warrants  were fairly  valued at $60,000 on the date of issuance  and the
expense has been recorded in the statement of operations as a component of other
expense (net) in the quarter ended June 30, 2001.



 (b) Reverse Stock Split

     On April 27, 2001, the Company executed a reverse stock split, on the basis
of 1 share for 10  shares.  The  split was  approved  by the  stockholders  in a
special meeting on April 26, 2001 to facilitate the Company continued listing on
the Nasdaq National Market.



11) NEW ACCOUNTING PRONOUNCEMENTS


     In June 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 141, "Business  Combinations",  effective for
transactions  after June 30, 2001, and No. 142,  "Goodwill and Other  Intangible
Assets", effective for fiscal years beginning after December 15, 2001. Under the
new rules,  goodwill  will no longer be amortized  but will be subject to annual
impairment tests in accordance with the statements. Other intangible assets will
continue to be amortized over their useful lives.  The Company has adopted these
standards  and has applied the new rules on  accounting  for  goodwill and other
intangible  assets beginning in the first quarter of fiscal 2002. As of December
31,  2002  the  Company  reviewed  goodwill  and  other  intangible  assets  for
impairment,  in compliance with the six-month  review provision of SFAS No. 142.
No impairment of these assets was noted. The pro-forma effects of FAS 142 on the
six months ended December 31, 2000 are such that the Company would have recorded
$360,000  less in  amortization  expense  and would have  incurred a net loss of
$3,668,000 versus the net loss of $4,028,000 actually reported. In June 2001 the
Financial  Accounting  Standards Board approved Statement of Accounting Standard
No. 143, "Accounting for Asset Retirement  Obligations." The statement addresses
financial  accounting and reporting for legal  obligations  associated  with the
retirement of tangible  long-lived  assets and the associated  asset  retirement
costs.  The statement is effective for the Company's 2003 fiscal year and is not
expected  to have a  material  effect on the  Company's  financial  position  or
results of operations.

                                       9



                      ROSS SYSTEMS, INC. AND SUBSIDIARIES


     In August 2001 the Financial  Accounting Standards Board approved Statement
of Accounting  Standard No. 144,  "Accounting  for the Impairment or Disposal of
Long-lived Assets." The statement  addresses financial  accounting and reporting
for the  impairment  or disposal of long-lived  assets and  establishes a single
accounting  model for the  impairment  or disposal  of  long-lived  assets.  The
statement  supersedes FASB Statement No. 121,  "Accounting for the Impairment of
Long Lived Assets and for Long-lived  Assets to be Disposed Of, " and supercedes
accounting  and  reporting  under  APB  Opinion  No.  30 for the  disposal  of a
business.  The statement is effective for the Company's 2002 fiscal year and has
not had a material  effect on the  Company's  financial  position  or results of
operations.



12) GEOGRAPHIC SEGMENT INFORMATION

     The Company  markets its products and related  services  primarily in North
America,  Europe and Asia and primarily measures its business  performance based
upon certain geographic  results of operations.  During fiscal 2001, the Company
divested its French  subsidiary  and adopted an indirect  sales  approach in the
French market.

     For these management purposes, the results of the Austral-Asian  operations
are  included in the North  American  results  since the costs  associated  with
managing that  marketplace  are born by the North American  entities  within the
Group. Selected balance sheet and income statement information pertaining to the
various significant geographic areas of operation are as follows:



            As of and for the quarter ended December 31, 2001:





                                                 Net Income        Depreciation        Capital
                   Total Assets     Revenue        (Loss)        and Amortization    Expenditures
                   ------------     --------       -------       -----------------   ------------
                                                                        
Belgium ........    $   746         $   390        $   113          $     2            $    11
Netherlands ....      1,845           1,155            141               11                 29
Germany ........        178             101            (46)               1                 --
Spain ..........      3,274           1,672            549               64                  8
United Kingdom..      2,246           1,089             49               16                  8
North America...     39,374           7,018           (318)           2,241                140
                    -------         -------        -------          -------            -------
Total ..........    $47,663         $11,425        $   488          $ 2,335            $   196
                    =======         =======        =======          =======            =======






            As of and for the quarter ended December 31, 2000:


                                                            Net Income      Depreciation          Capital
                         Total Assets       Revenue           (Loss)       and Amortization     Expenditures
                         ------------       --------        ----------     ----------------     ------------
                                                                                 
Belgium .........          $   562          $   495          $   160           $     5            $    --
Netherland.......            1,052              581               57                10                 --
Germany .........              232              174               46                --                 --
Spain ...........            3,337            1,063               27                62                 --
United Kingdom ..            2,496            1,039             (193)               32                 12
North America ...           46,025            9,246               70             2,573                  5
                           -------          -------          -------           -------            -------
Total ...........          $53,704          $12,598          $   167           $ 2,682            $    17
                           =======          =======          =======           =======            =======



                                       10



                      ROSS SYSTEMS, INC. AND SUBSIDIARIES


Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

Overview

Variability of Quarterly Results

     The Company's  software product license revenues can fluctuate from quarter
to quarter depending upon, among other things, such factors as overall trends in
the United States and international  economies, new product introductions by the
Company,  hardware  vendors and other  software  vendors,  and  customer  buying
patterns.  Because the Company  typically ships software products within a short
period after orders are  received,  and therefore  maintains a relatively  small
backlog,  any weakening in customer demand can have an almost immediate  adverse
impact on revenues and operating results. Moreover, a substantial portion of the
revenues for each quarter is attributable to a limited number of sales and tends
to be realized in the latter part of the  quarter.  Thus,  even short  delays or
deferrals of sales near the end of a quarter can cause substantial  fluctuations
in quarterly revenues and operating results.  Finally, certain agreements signed
during a  quarter  may not  meet  the  Company's  revenue  recognition  criteria
resulting in deferral of such revenue to future  periods.  Because the Company's
operating expenses are based on anticipated revenue levels and a high percentage
of the Company's  expenses are relatively fixed, a small variation in the timing
of the  recognition  of specific  revenues  can cause  significant  variation in
operating results from quarter to quarter.

Business Summary

Description of Business

     The Company  markets a broad range of  sophisticated  business  application
software (ERP II) that address business process automation  functions  including
procurement,   collaborative  planning,   financial  accounting  and  reporting,
manufacturing,  distribution,  supply chain management, sales, customer service,
and human resource  needs of  manufacturers  primarily in process  manufacturing
type  industries.  The company's  product  supports  business-to-business  (B2B)
commerce by linking internal business process and intelligence to both customers
and  suppliers.  In addition,  the Company  supports a large  installed  base of
companies,  which  utilize the Company's  financial  products  exclusively.  The
Company's  software product license fees are based on the modules licensed,  and
the number of  concurrent  users  supported by the hardware on which the modules
operate.  Customers are primarily  medium to large-sized  companies (with annual
sales of $50  million  to $2  billion)  upgrading  internal  systems  to provide
competitive  advantage and improve  profitability  through the  availability  of
timely and accurate  information,  or to modernize their management  information
systems  operations  in order to reduce  costs and  provide  collaboration  with
suppliers,  distributors,  brokers  and  customers.  The  Company  licenses  its
products to customers  through a direct sales force in North America and Western
Europe as well as independent distributors in 24 other markets worldwide.  Since
the Company's  inception in 1972, the Company has licensed  software products to
an installed base of over 3,400  customers  worldwide in fourteen  languages and
has recently added the Euro to its multi-currency compliance.

     The Company offers its comprehensive  Enterprise  Resource Planning ("ERP")
solution  with  functionality  specifically  tailored to the unique  formula and
specifications-based  requirements of process manufacturers,  including food and
beverage,  pharmaceutical and biotechnology,  chemical, primary metals, and pulp
and paper  companies.  The Company  believes that this native  functionality  is
superior to the  alternative  presented  by many of the  Company's  competitors,
which adapt systems designed  primarily for the discrete  manufacturing  sector.
The  product  may be  deployed  in a thin  client  mode to permit  the  greatest
performance  advantage  for  companies  using  remote  communications  over  the
Internet.  The Company  has  developed  a series of  products  designed  for the
Internet  environment which allow users to access and manipulate data from their
personal  computers using a portal for functional  personalization of the user's
desktop.  These products  incorporate an integrated,  modular,  feature-rich and
user-friendly  operating

                                       11



environment.  The  integration  of these  products  allows  the  sharing of data
between  application  products with a common user  interface  while  integrating
frequently visited Web sites and other software tools.

     The Company  continues to expand its product line in the  collaborative B2B
applications. With connectivity to the ERP backbone systems over the Internet to
customers,  distributors  and  suppliers,  these  products  enable  customers to
tightly link trading  partner supply chains to achieve  sustainable  competitive
advantage.  These  applications  are designed to allow  companies the ability to
leverage the technology of the Internet in order to automate business  processes
and effectively  manage business  resources.  The Ross suite of fully integrated
products is branded as iRenaissance, and includes iRenaissance ERP, iRenaissance
SCM,  iRenaissance  CRM,  iRenaissance   Commerce,   and  iRenaissance  Business
Intelligence.

     The Company's open systems  applications  function in a relational database
management system ("RDBMS")  environment that provides for a high degree of data
availability  and integrity.  Additionally,  because the Company's  iRenaissance
financial,  manufacturing and distribution  applications were developed with the
GEMBASE fourth generation language ("4GL"), the Company believes they are easily
modified and  expanded.  GEMBASE is a  programming  environment  that delivers a
central  data  dictionary,  complete  screen  painting,  editing  and  debugging
capabilities,  and links to several popular RDBMSs. GEMBASE itself is written in
the C programming  language to facilitate  portability  across multiple hardware
and RDBMS  platforms.  Because the  iRenaissance  financial,  manufacturing  and
distribution products were developed in GEMBASE, customers often find it easy to
customize their own applications.



Results of Operations

Revenues

     Total  revenues for the quarter  ended  December  31, 2001  decreased 9% to
$11,425,000 from $12,598,000 in the same quarter of fiscal 2001. Normalizing the
prior  year  revenue  comparison  to exclude  $1,754,000  due to the sale of the
Company's  HR/Payroll  product on February 28, 2001, would result in an increase
for current  quarter of  approximately  5% in total  revenues as compared to the
prior year's same quarter.

     Software product license revenues were $2,920,000  during the quarter ended
December 31, 2001,  an increase of  $980,000,  or 51%,  from the same quarter in
fiscal 2001. On a normalized basis,  excluding the HR/Payroll  product line from
the  prior  quarter's   revenues,   software  license   revenues   increased  by
approximately  79% in the quarter ended  December 31, 2001 over the same quarter
in the prior  fiscal  year.  The Company  experienced  a decrease  over the same
quarter of fiscal 2001 in the North American market of  approximately  $409,000,
or 37%.  This  North  American  decrease  is  primarily  due to the  sale of the
company's  HR/Payroll  product line.  The Company  experienced a net increase of
$1,389,000,  or 167%, in the European,  Asian and Pacific Rim  ("International")
markets  over the same quarter in fiscal  2001.  The  increase in  International
markets represents a general increase in demand for the Company's products.-

     Consulting  and other  services  revenues for the second  quarter of fiscal
2002 decreased 21% to $3,285,000  from  $4,162,000 in the same quarter of fiscal
2001.  On a normalized  basis,  excluding the  HR/Payroll  product line from the
prior quarter's  revenues,  services revenues  decreased by approximately 14% in
the quarter  ended  December  31, 2001 over the same quarter in the prior fiscal
year.   Revenues  from  consulting  and  other  services  (which  are  typically
recognized as performed) are generally  correlated with software product license
revenues  (which are typically  recognized upon  delivery),  therefore,  service
revenues fluctuate based upon related  fluctuations in software product revenue.
For the quarter  ended  December  31, 2001,  North  American  services  revenues
decreased  by  $1,059,000,  or 38%,  over the same  quarter  in the prior  year.
International services revenues increased $182,000, or 13% over the same quarter
in the  prior  year.  The

                                       12


                      ROSS SYSTEMS, INC. AND SUBSIDIARIES

decrease in North American  services  revenues is attributable to the absence of
revenues relating the Human Resource and Payroll product line due to the sale of
the product line in February  2001,  the  elimination  of low margin third party
services  and a general  decline in  services  demand due a low level of license
revenues in the prior  quarter.  The increases in  consulting  and other service
revenues  Internationally  is  attributable  to the  introduction  of  the  Euro
compliant version of the product and a high level of customer acceptance of that
release.

     Maintenance revenues for the second quarter decreased by $1,276,000, or 20%
in the second  quarter of fiscal 2002 versus the same quarter in the prior year.
On a normalized  basis,  excluding  the  HR/Payroll  product line from the prior
quarter's  revenues,  maintenance  revenues decreased by approximately 3% in the
quarter ended  December 31, 2001 over the same quarter in the prior fiscal year.
This is  attributable  mainly to new maintenance  contract  additions from prior
year software  license sales at a lower rate than retirements in North America..
The  increase  of  $145,000  or 12% in  International  maintenance  revenues  is
attributable mainly to the negotiation of new maintenance  contracts,  including
back-maintenance  provision,  for contracts  which had previously  cancelled but
have been reinstated on the Euro compliant version of the product. . Maintenance
contracts  sold by third  party  distributors  are  included  by the  Company in
software product license revenues because the Company has no support obligations
to any of the distributors' customers.

     International  revenues as a  percentage  of total  revenues for the second
quarter of fiscal  2002  increased  to 45% in fiscal  2002 from 27% for the same
quarter in fiscal 2001.  International revenues increased $1,716,000 or 50% over
the same quarter in the prior year. The aggregate net second quarter increase in
International revenues over the same quarter of fiscal 2001 is 167% for software
licenses, 13% for consulting services and 12% for maintenance revenue.

     North  American  revenues  comprised  55% of the second  quarter 2002 total
revenues  down from 73% in the same  quarter of the prior year.  North  American
revenues  decreased 32% over the same quarter of the previous  fiscal year.  The
aggregate  decrease of $2,890,000 as previously  mentioned is due to a reduction
in software  agreements  during both the current and previous periods as well as
the services and maintenance revenues relating to the Human Resource and Payroll
product line which was sold in February 2001..

     The  following  is a table  showing  the  comparison  of  revenues  for the
quarter,  and the six months  ended  December  31,  2001,  with the prior year's
normalized revenue for the same periods, after deduction of approximate revenues
of the HR/Payroll product line, which was sold February 28, 2001 (in thousands):



                                                        Three months ended              Six months ended
                                                           December 31,                    December 31,
                                                         (approximate)                    (approximate)
                                                          (unaudited)                      (unaudited)
                                                   ------------------------         --------------------------
                                                     2001             2000             2001             2000
                                                   -------          -------          -------          -------
                                                                                          
            Software product licenses              $ 2,920          $ 1,632          $ 6,100          $ 3,896
            Consulting and other services            3,285            3,836            6,048            8,320
            Maintenance                              5,220            5,376           10,422           11,036
                                                   =======          =======          =======          =======
                 Total revenues                    $11,425          $10,844          $22,590          $23,252
                                                   =======          =======          =======          =======



Operating Expenses

         Costs  of  software   product  licenses  include  expenses  related  to
royalties paid to third parties and product  documentation and packaging.  Third
party royalty  expenses will vary from quarter to quarter based on the number of
third party products being sold by the Company.  Major third party products sold
by the Company include Oracle  databases and other optional  software  including
implementation,  reporting,  and productivity  tools.  Costs of software product
licenses for the second  quarter of fiscal 2002 decreased by 4% to $311,000 from
$325,000  in the second  quarter of fiscal  2001.  As a  percentage  of software
product license revenue, the costs of software product licenses decreased to 11%
in the second  quarter of fiscal  2002  compared  to 17% in the same  quarter of

                                       13


                      ROSS SYSTEMS, INC. AND SUBSIDIARIES

fiscal 2001. The decrease in costs for software product licenses for the quarter
was  primarily  due to the decline of third party  products  sold in fiscal 2002
compared to the prior year.

         Costs of consulting,  maintenance and other services  include  expenses
related to  consulting  and training  personnel,  personnel  providing  customer
support  pursuant  to  maintenance  agreements,  and other  costs of sales.  The
Company also uses outside consultants to supplement Company personnel in meeting
peak customer  consulting  demands.  Costs of consulting,  maintenance and other
services decreased by 30% to $2,516,000 in the second quarter of fiscal 2002, as
compared to  $3,595,000  in the second  quarter of fiscal 2001.  The decrease in
these costs for the quarter relates to the Company's decreased services activity
resulting from slowed software sales activity in prior quarters.  As a result of
decreased services demand,  services and consulting required fewer headcount and
realized  lower  spending in the second  quarter of fiscal 2002  compared to the
second quarter of fiscal 2001.  Employee expenses  including salaries and travel
decreased by $1,372,000,  and  administrative and facility expenses decreased by
$287,000. The Company's operating margin resulting from consulting,  maintenance
and other  services  revenues for the second  quarter of fiscal 2001 was 70%, up
from 66% in the same quarter of fiscal 2001. The improvement in the gross profit
margin for the three  month  period was due  largely to  decreased  use of third
party consultants and lower spending across the services organization.

         Sales and  marketing  expenses  of  $3,505,000  for the  quarter  ended
December  31, 2001 were almost  unchanged in  comparison  to  $3,463,000  in the
second quarter of fiscal 2001.

         Product development  (research and development)  expenses of $3,063,000
in the second quarter of fiscal 2002 were little changed from  $3,076,000 in the
same  quarter  of  the  prior  year.  The  following  table  summarizes  product
development expenditures (in thousands):



                                                                    Three months ended
                                                                -------------------------
                                                                      December 31,
                                                                  2001              2000
                                                                -------           -------
                                                                            
Gross Expenditures for Product Development .................... $ 2,159           $ 2,360
Less: Expenses capitalized ....................................  (1,180)           (1,507)
Plus: Amortization of previously capitalized amounts ..........   2,084             2,223
                                                                -------           -------
Total Product Development Expenses ............................ $ 3,063           $ 3,076
                                                                -------           -------



         As a percentage of total revenues, product development expenditures for
the  three-month  period ended December 31, 2001 decreased over  expenditures in
the same  period of the prior  year as a result  of the  lower  expenses  in the
second quarter of fiscal 2002. Product development  expenditures decreased by 9%
to $2,159,000 in the second  quarter of fiscal 2002 as compared with  $2,360,000
in the same  period in the  prior  year.  Product  development  costs  that were
capitalized  decreased by $327,000  from the year ago period as a result of more
projects  nearing  completion  during the period preceding the second quarter of
fiscal 2002 compared to the year earlier period.

         General and administrative  expenses for the quarter ended December 31,
2001 increased by 3%, to $1,250,000  from  $1,215,000 in the same quarter of the
prior year. This increase was due to slightly higher employee benefit costs.

         In the three month period ended December 31, 2001, the Company recorded
a provision for doubtful accounts of $261,000,  as compared to $283,000 recorded
in the  second  quarter of fiscal  2001.  The  fiscal  2002 and 2001  provisions
consisted   primarily  of  specific  customer   accounts   identified  as  being
potentially uncollectible. These provisions represent management's best estimate
of the doubtful accounts for each period.

                                       14


                      ROSS SYSTEMS, INC. AND SUBSIDIARIES


         Amortization  of other assets was zero in the second  quarter of fiscal
2002 from  $135,000 in the same  quarter of the prior year.  This  reflects  the
change  in  accounting   treatment  due  compliance   with  the  new  accounting
pronouncement,  Financial Accounting  Standards No. 141, Business  Combinations,
and No. 142, on Goodwill and Other Intangible  Assets.  See Note 10 in the Notes
to the Unaudited, Condensed, Consolidated Financial Statements above.

Other Expense, Net

         Other expense for the quarter  ended  December 31, 2001 was $146,000 as
compared  to  $276,000,  in the same  quarter  of  fiscal  2001.  These  amounts
primarily  consisted  of  interest  expense  related  to  borrowings  under  the
Company's existing line of credit facility, and the reduction reflects the lower
levels of Company indebtedness.

Income Tax Expense

         During the second  quarter of fiscal  2002,  the  Company  recorded  an
income  tax  benefit  of  $115,000  compared  with an income  expense of $62,000
recorded during the same quarter in fiscal 2001. The net tax benefit recorded in
the second  quarter of fiscal 2002 relates to certain tax refunds that have been
approved  by  associated  tax  jurisdictions,  and a  reversal  of prior  period
provisions  for income tax in the US.  This  reversal  was due to an increase in
deductions  for  doubtful  accounts.  The  fiscal  2001 tax  expense  relates to
withholding taxes in certain foreign  jurisdictions where the Company had either
no available net operating losses or had to pay treaty-based taxes.

Liquidity and Capital Resources

         In the first six months of fiscal 2002,  net cash provided by operating
activities  decreased  $5,092,000 compared to the same period of the prior year.
This   included  an  aggregate   net  decrease  in  the  non-cash   charges  for
depreciation,  amortization  and  provisions  for bad debt of $1,218,000  and an
aggregate  decrease  in the  combined  cash use of  prepaids  and other  current
assets, taxes payable, accrued expenses,  accounts payable and deferred revenues
of  $1,377,000.  In addition,  provision of cash  decreased  by  $10,181,000  in
accounts receivable in the six months ended December 31, 2002 as compared to the
same period in fiscal 2001.  This net cash  decrease was offset by cash provided
by an increase  of Company  earnings  of  $4,930,000  in the first six months of
fiscal 2002 as compared to the first six months of fiscal 2001.  The decrease in
accounts  payable of  $1,955,000  in the first six months of fiscal  2002,  is a
direct result of the Company's ongoing program to reduce vendor balances to more
appropriate  levels.  This  managed  reduction  of  accounts  payable  is almost
complete,  with an estimated additional reduction of $541,000 to take place over
the balance of the fiscal year.

         In the first six months of fiscal 2002, the Company required $2,273,000
for investing  activities  versus  $3,389,000  over the same period of the prior
year, a decrease of  $1,116,000.  Investment  in property and  equipment  was up
$194,000  to $259,000 in the first six months of fiscal  2002,  from  $65,000 in
same period in the prior year.  Investments  in  capitalized  computer  software
costs decreased by $1,572,000 due to lower  development  headcount during fiscal
2002 as well as the impact of more projects  being  completed  during the period
preceding the second quarter of fiscal 2002 compared to the year earlier period.
As  previously  reported,  the Company  divested  its  HR/Payroll  product  line
effective  February  28,  2001.  The  nature  of the  product  required  intense
development,  and  keep-current  activity,  which  are no longer  required.  The
majority of the  developers  associated  with this product were  released by the
Company,  and  hired by the  purchaser.  Other  investment  items  decreased  by
$262,000.

         Net cash flows used for  financing  activities  increased by $2,698,000
for the six months ended December 31, 2001,  versus the same six month period of
the prior fiscal  year.  Cash  increased  by borrowing a net $700,000  under the
Company's  line of credit during the six months ended  December 31, 2001. In the
same  period  in the  prior  fiscal  year,  the  Company  decreased  cash by net

                                       15


                      ROSS SYSTEMS, INC. AND SUBSIDIARIES


repayments  or  $1,491,000  under the line of credit.  Repayments  under capital
leases  decreased  by $434,000.  Proceeds  from the issue of shares to employees
under the Employee Stock Purchase Plan amounted to $102,000.

         At  December  31,  2001 the  Company  had  $3,303,000  of cash and cash
equivalents.   The  Company  also  has  a  revolving  credit  facility  with  an
asset-based lender with a maximum credit line for up to $5,000,000, a expiration
date of July 31,  2002,  and an  interest  rate equal to the Prime Rate plus 2%.
Borrowings under the credit facility are  collateralized  by  substantially  all
assets of the  Company.  At  December  31,  2001,  the  Company  had  $4,563,000
outstanding  against the  $5,000,000  revolving  credit  facility,  and based on
eligible  accounts  receivable  at December 31,  2001,  the  Company's  cash and
remaining  borrowing  capacity  under  the  revolving  credit  facility  totaled
approximately $3,490,000 compared to $697,000 at December 31, 2000.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

         Foreign  Exchange:  The company has a  world-wide  presence and as such
maintains  offices and derives  revenues from sources  overseas.  For the second
quarter of fiscal 2002, international revenues as a percentage of total revenues
were  approximately  45%.  The  Company's  international  business is subject to
typical  risks of an  international  business,  including,  but not  limited to:
differing  economic  conditions,  changes in political  climates,  differing tax
structures,  other  regulations  and  restrictions,  and foreign  exchange  rate
volatility.  Accordingly,  the  Company's  future  results  could be  materially
adversely  impacted by changes in these or other factors.  The effect of foreign
exchange rate fluctuations on the Company in the first six months of fiscal 2001
was not material.

         Interest  Rates:  The  Company's  exposure  to interest  rates  relates
primarily to the Company's cash  equivalents and certain debt  obligations.  The
Company  invests in financial  instruments  with  original  maturities  of three
months or less. Any interest earned on these investments is recorded as interest
income on the Company's  statement of operations.  Because of the short maturity
of our  investments,  a near-term  change in interest rates would not materially
effect our financial position,  results of operations, or cash flows. Certain of
the  Company's  debt  obligations  include  a  variable  rate  of  interest.   A
significant,  near term change in interest  rates  could  materially  effect our
financial position, results of operations or cash flows.






                                       16



                      ROSS SYSTEMS, INC. AND SUBSIDIARIES


Item 4. Submission of Matters to a Vote of Security Holders

         The Company's  Annual Meeting of Shareholders  was held on November 15,
2001. The following table shows voting information for each item voted upon:




----------------------------------------------------- ------------------------- --------------------
                                                                FOR                   AGAINST
----------------------------------------------------- ------------------------- --------------------
NOMINEES FOR ELECTION AS DIRECTORS
----------------------------------------------------- ------------------------- --------------------

----------------------------------------------------- ------------------------- --------------------
                                                                              
Frank M. Dickerson                                             2,152,218                 --
----------------------------------------------------- ------------------------- --------------------
J William Goodhew , III                                        2,152,138                 --
----------------------------------------------------- ------------------------- --------------------
Bruce J. Ryan                                                  2,152,158                 --
----------------------------------------------------- ------------------------- --------------------
J. Patrick Tinley                                              2,150,212                 --
----------------------------------------------------- ------------------------- --------------------
Robert B. Webster                                              2,152,208                 --
----------------------------------------------------- ------------------------- --------------------

----------------------------------------------------- ------------------------- --------------------
TO INCREASE THE NUMBER OF OPTIONS AVAILABLE                      340,369            135,435
UNDER THE 1998 STOCK OPTION PLAN
----------------------------------------------------- ------------------------- --------------------

----------------------------------------------------- ------------------------- --------------------
TO INCREASE THE ANNUAL NUMBER OF SHARES                          351,140            124,664
AVAILABLE FOR PURCHASE BY EMPLOYEES UNDER
THE 1991 EMPLOYEE STOCK PURCHASE PLAN
----------------------------------------------------- ------------------------- --------------------

RATIFICATION OF APPOINTMENT OF                                 2,140,693             37,499
INDEPENDENT AUDITORS
----------------------------------------------------- ------------------------- --------------------


                                       17



                      ROSS SYSTEMS, INC. AND SUBSIDIARIES

                           PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits:

    The Exhibits listed on the accompanying Index to Exhibits are filed as part
    of, or incorporated by reference into, this Report.

    3.1     Certificate of Incorporation of the Registrant, as amended (1)

    3.2     Bylaws of the Registrant (1)

    4.3     Form of the  subordinated  debenture  agreement due February 6, 2003
            issued by the Registrant to each Investor (3)

    4.4     Registration  rights  agreement  between  the  Registrant  and  each
            Investor (3)

    10.1    Preferred  Shares  Rights  Agreement,  dated as of September 4, 1998
            between the Registrant and BankBoston, N.A. (2)

    10.2A   Extension  Agreement and Amendment to Loan Documents dated March 21,
            1997 between  Registrant  and Coast Business  Credit,  a division of
            Southern Pacific Thrift and Loan Association (4)

    10.2B   Extension Agreement and Amendment to Loan Documents dated August 18,
            1995 between  Registrant and CoastFed  Business  Credit  Corporation
            ("Coast") (4)

    10.2C   First  Amendment to Loan and Security  Agreement dated June 30, 1995
            between Registrant and Coast (4)

    10.2D   Loan  and  Security   Agreement   dated  October  11,  1994  between
            Registrant and Coast (4)

    10.2E   Series A Convertible  Preferred  Stock Agreement dated 29 June, 2001
            between Registrant and Benjamin W. Griffith III (5)

    10.3    Employment  Agreement,  dated as of  January 7,  1999,  between  Mr.
            Patrick Tinley and the Registrant (3)

    10.4    Employment  Agreement,  dated as of September 17, 1999,  between Mr.
            Robert Webster and the Registrant (4)

    27.1    Financial Data Schedule

    (1)     Incorporated by reference to the exhibit filed with the Registrant's
            Registration Statement on Form 8-A filed September 4, 1998.

    (2)     Incorporated by reference to the exhibit filed with the Registrant's
            Registration Statement on Form 10-K/A filed April 30, 1998.

                                       18


                      ROSS SYSTEMS, INC. AND SUBSIDIARIES


    (3)     Incorporated by reference to the exhibit filed with the Registrant's
            Current Report on Form 10-Q filed May 17, 1999.

    (4)     Incorporated by reference to the exhibit filed with the Registrant's
            Current Report on Form 10-K filed September 28, 1999.

    (5)     Incorporated by reference to the exhibit filed with the Registrant's
            Current Report on Form 10-K filed September 27, 2001.

    (6)     Incorporated by reference to the exhibit filed with the Registrant's
            Registration Statement on Form 8-A/A filed October 3, 2001.


(b) Reports on Form 8-K

    (1)     Incorporated by reference to the exhibit filed with the Registrant's
            Current Report on Form 8-K filed July 24, 1998

    (2)     Incorporated by reference to the exhibit filed with the Registrant's
            Current Report on form 8-K filed February 12, 1998.

    (3)     Incorporated by reference to the exhibit filed with the Registrant's
            Current Report on Form 8-K filed March 16, 2001.

    (4)     Incorporated by reference to the exhibit filed with the Registrant's
            Current Report on Form 8-K/A filed May 15, 2001.


ITEMS 1, 2, 3, 4,  AND 5 HAVE BEEN OMITTED, AS THEY ARE NOT APPLICABLE.


                                       19



                                    SIGNATURE

     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.

                                         ROSS SYSTEMS, INC.


Date:  February 11, 2002                 /s/ VEROME M. JOHNSTON
                                         -------------------------
                                         Verome M. Johnston
                                         Vice President, Chief Financial Officer

                                         (Principal Financial and Accounting
                                          Officer and Duly Authorized Officer)




                                       20




                               ROSS SYSTEMS, INC.
                                INDEX TO EXHIBITS

         Exhibit
           No.             Description
         -------           -----------