SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A
                                 Amendment No. 1
                                       to
(Mark One)

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

                   For the fiscal year ended December 31, 1997
                                       OR

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

         For the transition period from ______________ to ______________

                         Commission File Number: 0-22993


                            INDUS INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                                                94-3273443
          --------                                                ----------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                60 Spear Street, San Francisco, California 94105
               (Address of principal executive offices) (zip code)

       Registrant's telephone number, including area code: (415) 904-5000

                                 --------------

        Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock, $.001 par value
                          -----------------------------
                                (Title of Class)

     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 by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation 5-K is not contained herein, and will not be contained, to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [x]

     The aggregate  market value of the voting stock held by  non-affiliates  of
the  Registrant,  based upon the closing sale price of the Common Stock on March
11,  1998  as  reported  on  the  Nasdaq  National  Market,   was  approximately
$51,364,503.52.  Shares of Common Stock held by each officer and director and by
each  person  who owns 5% or more of the  outstanding  Common  Stock  have  been
excluded in that






such persons may be deemed to be  affiliates.  This  determination  of affiliate
status is not necessarily a conclusive determination for other purposes.

         The number of shares  outstanding  of the  Registrant's  Common  Stock,
$.001 per value was 30,244,163 at March 11, 1998.

                                       -2-




                       DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the  Registrant's  Annual Report to  Stockholders  for the year
ended  December 31, 1997 are  incorporated  by reference into Parts II and IV of
this Form 10-K.  Portions of the Proxy  Statement for  Registrant's  1998 Annual
Meeting of Stockholders to be held May 5, 1998 are  incorporated by reference in
Part III hereof, to the extent stated herein.

     This Annual  Report on Form 10-K/A is being filed as Amendment No. 1 to the
Registrant's  Annual Report on Form 10-K filed with the  Securities and Exchange
Commission  on March 31, 1998 ("Form  10-K")  solely for the purpose of revising
the  aggregate  market value of the voting stock held by  non-affiliates  of the
Registrant set forth on the cover page of the Registrant's Form 10-K.

                                       -3-




                                    SIGNATURE

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the Registrant has duly caused this Amendment No. 1 on Form 10-K/A
to be signed on its behalf by the  undersigned,  thereunto duly  authorized,  on
July 10, 1998.


                                                INDUS INTERNATIONAL, INC.

                                                By:  /s/ Frank M.  Siskowski
                                                     ---------------------------
                                                     Frank M. Siskowski,
                                                     Chief Financial Officer and
                                                     Executive Vice President of
                                                     Investor Relations