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

                                    FORM 10-Q


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

                  For the quarterly period ended March 31, 1999

                                       OR

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

                         Commission File Number: 0-18805


                          ELECTRONICS FOR IMAGING, INC.
             (Exact name of registrant as specified in its charter)


               Delaware                                     94-3086355
   (State or other jurisdiction of                       (I.R.S.  Employer
    incorporation or organization)                      Identification No.)


                     303 Velocity Way, Foster City, CA 94404
          (Address of principal executive offices, including zip code)


                                (650) 357 - 3500
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
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 [ ]


The  number  of  shares of Common  Stock  outstanding  as of March 31,  1999 was
53,809,636.


An Exhibit Index can be found on Page 27.





                          ELECTRONICS FOR IMAGING, INC.

                                      INDEX




                                                                                     Page No.
                                                                                  
PART I - Financial Information

Item 1.           Condensed Consolidated Financial Statements

                      Condensed Consolidated Statements of Income
                           Three Months Ended March 31, 1999 and 1998....................3

                      Condensed Consolidated Balance Sheets
                           March 31, 1999 and December 31, 1998 .........................4

                      Condensed Consolidated Statements of Cash Flows
                           Three Months Ended March 31, 1999 and 1998....................5

                      Notes to Condensed Consolidated Financial Statements ..............6


Item 2.           Management's Discussion and Analysis of Financial
                  Condition and Results of Operations ...................................9


Item 3.           Quantitative and Qualitative Disclosures About Market Risk............24



PART II - Other Information

Items 1 - 5.      Not Applicable .......................................................25

Item 6.           Exhibits and Reports on Form 8-K .....................................25


Signatures .............................................................................26






PART I            Financial Information

     ITEM 1.          Condensed Consolidated Financial Statements


                          ELECTRONICS FOR IMAGING, INC.
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                    (In thousands, except per share amounts)
                                   (Unaudited)

                                                                             Three Months Ended          
                                                                  ----------------------------------------
                                                                     March 31,                 March 31,
                                                                       1999                      1998     
                                                                  --------------             -------------
                                                                                       
Revenue                                                           $      120,016             $      82,523
Cost of revenue                                                           63,721                    45,356
                                                                  --------------             -------------

                                                                          56,295                    37,167
                                                                  --------------             -------------
Operating expenses:
   Research and development                                               16,294                    14,084
   Sales and marketing                                                    13,799                    15,322
   General and administrative                                              3,923                     3,461
                                                                  --------------             -------------

                                                                          34,016                    32,867
                                                                  --------------             -------------

     Income from operations                                               22,279                     4,300

Other income, net                                                          3,427                     2,221
                                                                  --------------             -------------

     Income before income taxes                                           25,706                     6,521

Provision for income taxes                                                 8,740                     2,348
                                                                  --------------             -------------

     Net income                                                   $       16,966             $       4,173
                                                                  ==============             =============

Net income per basic common share                                 $         0.32             $        0.08
                                                                  ==============             =============

Shares used in per share calculation (basic)                              53,654                    52,582
                                                                  ==============             =============

Net income per diluted common share                               $         0.31             $        0.08
                                                                  ==============             =============

Shares used in per share calculation (diluted)                            55,526                    54,891
                                                                  ==============             =============

<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>


                                                     3



                                       ELECTRONICS FOR IMAGING, INC.
                                   CONDENSED CONSOLIDATED BALANCE SHEETS
                             (In thousands, except share and per share amounts)
                                                (Unaudited)


                                                                     March 31,               December 31,
                                                                       1999                      1998     
                                                                  --------------             -------------
                                                                                           
ASSETS

Current assets:
   Cash and cash equivalents                                          $   94,671                $   53,210
   Short-term investments                                                261,180                   269,823
   Accounts receivable, net                                               65,596                    57,494
   Inventories                                                            10,319                    13,726
   Other current assets                                                   20,255                    21,382
                                                                  --------------             -------------

     Total current assets                                                452,021                   415,635

Property and equipment, net                                               46,289                    46,579
Other assets                                                               9,562                     9,818
                                                                  --------------             -------------

     Total assets                                                     $  507,872                   472,032
                                                                  ==============             =============

LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities:

   Accounts payable                                                   $   39,920                $   32,707
   Accrued and other liabilities                                          25,584                    26,953
   Income taxes payable                                                   13,791                     9,672
                                                                  --------------             -------------

     Total current liabilities                                            79,295                    69,332
                                                                  --------------             -------------

Long-term debt, less current portion                                       3,777                     3,777
                                                                  --------------             -------------
Stockholders' equity:
   Preferred Stock, $.01 par value, 5,000,000 shares
     authorized; none issued and outstanding                                  --                        --
   Common Stock, $.01 par value, 150,000,000 shares authorized;
      53,809,636 and 53,499,233 shares issued and outstanding,
      respectively                                                           538                       535
   Additional paid-in capital                                            160,178                   151,270
   Retained earnings                                                     264,084                   247,118
                                                                  --------------             -------------

     Total stockholders' equity                                          424,800                   398,923
                                                                  --------------             -------------

     Total liabilities and stockholders' equity                       $  507,872                $  472,032
                                                                  ==============             =============

<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>


                                                     4



                                       ELECTRONICS FOR IMAGING, INC.
                              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                               (In thousands)
                                                (Unaudited)

                                                                        Three Months Ended March 31, 
                                                                  ----------------------------------------
                                                                        1999                      1998    
                                                                  --------------             -------------
                                                                                            
Cash flows from operating activities:
   Net income                                                          $  16,966                 $   4,173
   Adjustments  to  reconcile  net  income  to net
     cash  provided  by  operating  activities:
       Depreciation and amortization                                       3,384                     2,823
       Change in reserve for bad debts                                       (18)                       --
       Other                                                                 (32)                       --
       Changes in operating assets and liabilities:
         Accounts receivable                                              (8,084)                   (7,139)
         Inventories                                                       3,407                       485
         Receivable from subcontract manufacturers                           702                    (4,749)
         Other current assets                                                425                      (769)
         Accounts payable and accrued liabilities                          5,634                     9,228
         Income taxes payable                                              8,310                     1,030
                                                                  --------------             -------------
           Net cash provided by operating activities                      30,694                     5,082
                                                                  --------------             -------------

Cash flows from investing activities:
   Purchases, sales & maturities of
     short-term investments, net                                           8,643                       279
   Investment in property and equipment, net                              (2,849)                   (3,887)
   Decrease of other assets, net                                              11                        29
                                                                  --------------             -------------
           Net cash provided by (used for)
                investing activities                                       5,805                    (3,579)
                                                                  --------------             -------------
Cash flows from financing activities:
   Issuance of common stock                                                4,962                       290
                                                                  --------------             -------------

           Net cash provided by financing activities                       4,962                       290
                                                                  --------------             -------------

Net change in cash and cash equivalents                                   41,461                     1,793

Cash and cash equivalents at beginning of period                          53,210                    57,195
                                                                  --------------             -------------

Cash and cash equivalents at end of period                             $  94,671                 $  58,988
                                                                  ==============             =============


<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>


                                                     5



                          ELECTRONICS FOR IMAGING, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (In thousands)
                                   (Unaudited)



1.       Basis of Presentation

         The unaudited interim condensed  consolidated  financial  statements of
         Electronics for Imaging, Inc. (the "Company") as of and for the interim
         period  ended March 31, 1999,  have been  prepared on the same basis as
         the audited  consolidated  financial  statements as of and for the year
         ended  December 31, 1998,  contained in the Company's  Annual Report to
         Stockholders,   and,  in  the  opinion  of   management,   include  all
         adjustments (consisting only of normal recurring adjustments) necessary
         to present fairly the financial position of the Company and the results
         of its operations and cash flows, in accordance with generally accepted
         accounting  principles.  The interim condensed  consolidated  financial
         statements should be read in conjunction with the audited  consolidated
         financial statements and notes thereto referred to above.

         The  preparation  of  the  interim  condensed   consolidated  financial
         statements in conformity with generally accepted accounting  principles
         for such financial statements requires management to make estimates and
         assumptions  that affect the reported amounts of assets and liabilities
         and disclosure of contingent  assets and  liabilities as of the date of
         the  interim  condensed   consolidated  financial  statements  and  the
         reported  amounts of revenue and expenses during the reporting  period.
         Actual results could differ from these estimates.

         The interim  results of the Company  are subject to  fluctuation.  As a
         result,  the Company believes the results of operations for the interim
         period  ended  March 31,  1999 are not  necessarily  indicative  of the
         results to be expected for any other interim period or the full year.


2.       Comprehensive Income

         Effective  January 1, 1998, the Company adopted  Statement of Financial
         Accounting  Standards  No.  130  (SFAS  130)  "Reporting  Comprehensive
         Income".  This  statement  requires  that all  items  recognized  under
         accounting  standards  as  components  of  comprehensive   earnings  be
         reported in an annual  financial  statement  that is displayed with the
         same prominence as other annual  financial  statements.  This statement
         also  requires  that an entity  classify  items of other  comprehensive
         earnings by their nature in an annual financial statement. There was no
         material difference between comprehensive income and net income for the
         quarter ending March 31, 1999.



                                       6





3.       Accounting for Derivative Instruments and Hedging

         In June 1998, the Financial Accounting Standards Board issued Statement
         of Financial  Accounting  Standards No. 133 (SFAS 133)  "Accounting for
         Derivative   Instruments  and  Hedging".   This  statement  establishes
         accounting and reporting  standards for derivative  instruments and for
         hedging  activities  and  requires,   among  other  things,   that  all
         derivatives  be  recognized  as  either  assets or  liabilities  in the
         statement of financial  position and measure those  instruments at fair
         value.  SFAS 133 is  effective  for fiscal  quarters  and fiscal  years
         beginning  after June 15, 1999.  The Company is currently  studying the
         provisions of the SFAS 133 and the potential  impact it may have on its
         financial statements.



4.       Earnings Per Share

         The  following  table  represents  unaudited  disclosures  of basic and
         diluted earnings per share for the periods presented below:




                                                Three Months      Three Months
                                                    Ended             Ended
(in thousands, except per share amounts)        March 31, 1999   March 31, 1998
                                                --------------   --------------

Net income available to common shareholders         $16,966         $ 4,173
                                                    =======         =======
Shares
     Basic shares                                    53,654          52,582
     Effect of Dilutive Securities                    1,872           2,309
                                                    -------         -------
     Diluted shares                                  55,526          54,891
                                                    =======         =======

Earnings per common share
     Basic EPS                                      $  0.32         $  0.08
     Diluted EPS                                    $  0.31         $  0.08

         Antidilutive  Options.  Options to  purchase  1,304,851  and  1,852,799
         shares of common stock  outstanding  as of March 31, 1999 and March 31,
         1998 were not included in the  computations  of diluted EPS because the
         options'  exercise prices were greater than the average market price of
         the common shares for the three month-periods then ended.


                                       7






5.       Balance Sheet Components (in thousands)

                                                                             March 31,      December 31,
                                                                               1999             1998 
                                                                             --------         -------
                                                                                         
         Accounts receivable:

         Accounts receivable                                                 $ 67,032         $ 58,948
           Less reserves and allowances                                        (1,436)          (1,454)
                                                                             --------         --------

                                                                             $ 65,596         $ 57,494
                                                                             ========         ========
         Inventories:

         Raw materials                                                       $  9,538         $ 13,261
         Work-in-process                                                          232               17
         Finished goods                                                           549              448
                                                                             --------         --------

                                                                             $ 10,319         $ 13,726
                                                                             ========         ========
         Other current assets:

         Receivable from subcontract manufacturers                           $  4,664         $  5,366
         Other                                                                 15,591           16,016
                                                                             --------         --------

                                                                             $ 20,255         $ 21,382
                                                                             ========         ========
         Property and equipment:

         Land                                                                $ 27,767         $ 27,706
         Equipment and purchased software                                      46,219           44,348
         Furniture and leasehold improvements                                   8,279            7,565
                                                                             --------         --------
                                                                               82,265           79,619
         Less accumulated depreciation and amortization                       (35,976)         (33,040)
                                                                             --------         --------

                                                                             $ 46,289         $ 46,579
                                                                             ========         ========
         Accrued and other liabilities:

         Accrued product-related obligations                                 $  5,685         $  4,650
         Accrued royalty payments                                               7,829            8,232
         Accrued compensation and benefits                                      5,001            6,383
         Other accrued liabilities                                              7,069            7,688
                                                                             --------         --------

                                                                             $ 25,584         $ 26,953
                                                                             ========         ========



                                                   8


6.       Legal Proceedings

         The Company and certain principal  officers and directors were named as
         defendants  in class  action  complaints  filed in both the  California
         Superior Court of the County of San Mateo on December 16,1997,  and the
         United States District Court for the Northern District of California on
         January  2, 1998 on behalf of  purchasers  of the  common  stock of the
         Company during the class period from April 10, 1997,  through  December
         11, 1997. The complaints  allege  violations of securities  laws during
         the class  period.  Management  believes the lawsuits are without merit
         and that the  outcome  will not have a material  adverse  effect on the
         financial  position or overall  trends in the results of  operations of
         the Company.  However, due to the inherent uncertainties of litigation,
         the  Company  cannot  accurately  predict the  ultimate  outcome of the
         litigation.  Any  unfavorable  outcome of the litigation  could have an
         adverse  impact on the  Company's  financial  condition  and results of
         operations.





ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS


The following  discussion and analysis  should be read in  conjunction  with the
Management's  Discussion  and  Analysis and the audited  consolidated  financial
statements of Electronics  for Imaging,  Inc. (the  "Company") and related notes
thereto contained in the Company's Annual Report on Form 10-K for the year ended
December  31,  1998.  Results for the three  months ended March 31, 1999 are not
necessarily  indicative of the results expected for the entire fiscal year ended
December 31, 1999. All  assumptions,  anticipations,  expectations and forecasts
contained  herein  are   forward-looking   statements  that  involve  risks  and
uncertainties.  The Company's actual results could differ  materially from those
discussed here. For a more complete discussion of factors which might impact the
Company's results, please see the section entitled "Factors that Could Adversely
Affect  Performance" below and in the Company's 1998 Annual Report on Form 10-K,
as filed with the Securities and Exchange Commission.


RESULTS OF OPERATIONS FOR THE THREE MONTH PERIODS ENDED MARCH 31, 1999 AND MARCH
31, 1998


Revenue

Revenue  increased  45% to $120.0  million in the three month period ended March
31,1999  compared  to $82.5  million in the three month  period  ended March 31,
1998. The increase in revenue was primarily due to significant increases in unit
volumes shipped, positive market acceptance of new product introductions and the
impact of new customers,  partially  offset by price reductions on older product
lines.



The Company's revenue is principally  derived from three major  categories.  The
first  category is made up of  stand-alone  servers which connect  digital color
copiers with computer networks.  This category includes the Fiery XJ+, X2 and ZX
products and accounted  for a majority of the  Company's  revenue prior to 1998.
The second category is made up of embedded / desktop controllers,  bundled color
solutions  and chipset  solutions  primarily  for the office  market.  The third
category is made up of controllers for digital black and white products.


                                       9








The  following  is a  break-down  of  categories  by  revenue,  both in terms of
absolute  dollars and as a  percentage  (%) of total.  Also shown is volume as a
percentage (%) of total units shipped.


                                           Three Months              Three Months
                                              Ended                      Ended              Increase /
Revenue                                   March 31, 1999            March 31, 1998          (Decrease)

(in thousands)                                Revenue                   Revenue                  %   
                                              -------                  -------              --------   
                                                                                
Stand-alone Servers Connecting
    to Digital Color Copiers           $ 59,329      49%           $ 64,129      78%              (7)%
                                                              
Embedded / Desktop Controllers,                               
    Bundled Color Solutions                                   
    & Chipset Solutions                  31,664      27%              9,909      12%             220%
                                                              
Controllers for Digital                                       
    Black and White Solutions            16,794      14%              1,128       1%           1,389%
                                                              
Spares, Licensing                                             
    & Other misc. sources                12,229      10%              7,357       9%              66%
                                       --------    ----            --------    ----         --------
                                                              
Total Revenue                          $120,016     100%           $ 82,523     100%              45%
                                       ========    ====            ========    ====         ========




                                        Three Months               Three Months
                                           Ended                       Ended
Volume                                 March 31, 1999             March 31, 1998

                                           Volume                     Volume
                                           ------                     ------

Stand-alone Servers Connecting
    to Digital Color Copiers                   15%                       60%

Embedded / Desktop Controllers,
    Bundled Color Solutions
    & Chipset Solutions                        59%                       37%

Controllers for Digital
    Black and White Solutions                  26%                        3%

Spares, Licensing
    & Other misc. sources                       --                        --
                                              ----                      ----


Total Revenue                                 100%                      100%
                                              ====                      ====


                                       10


Growth in 1999 primarily took place in the two newer categories: controllers for
digital  black & white  solutions  and embedded / desktop  controllers,  bundled
color solutions and chipset  solutions.  The Company's  traditional  business of
stand-alone servers connecting to digital color copiers decreased further, which
is consistent  with the trend since early 1998. The Company is seeing a trend of
the market moving away from mid-range  servers to high-end servers and desktop /
embedded products.

The segment of controllers for digital black & white solutions accounted for 14%
of total  revenue and 26% of total units for the three month  period ended March
31, 1999,  compared to 1% of total revenue and 3% of total units shipped for the
same period in 1998. The segment of embedded desktop controllers,  bundled color
solutions and chipset  solutions  accounted for 27% for total revenue and 59% of
total units for the three month period ended March 31, 1999,  compared to 12% of
total revenue and 37% of total units for the same period in 1998.

The  products  in the two growth  segments,  except for chipset  solutions,  are
generally  characterized  by much higher unit  volumes but lower unit prices and
associated  margins  than the Company has  experienced  in its more  traditional
stand-alone server line of products.  The chipset solutions can be characterized
by lower unit prices and higher per unit  margins  compared  to the  traditional
stand-alone server line of products.  The Company  anticipates further growth in
these two  categories  as a  percentage  of total  revenue.  To the extent these
categories  do not grow over time in  absolute  terms,  or if the Company is not
able to meet demand for higher unit  volumes,  it could have a material  adverse
effect on the Company's  results.  The Company believes that stand-alone  server
products have not experienced  revenue growth for the  three-month  period ended
March 31, 1999 compared to the three-month period ended March 31, 1998, due to a
number of factors. Since early 1998, low-end products that previously shipped as
stand-alone  products  have begun to ship as  embedded  products.  In  addition,
desktop  products are replacing  stand-alone  servers as the price / performance
relationship on the newer color desktop printers continues to improve.  Finally,
prices have been reduced on older  product  lines as new products  have begun to
ship  in  volume.  There  can be no  assurance  that  the new  products  for the
remainder  of 1999  will  be  qualified  by all the  OEMs,  or  that  they  will
successfully  compete,  or be accepted by the market,  or  otherwise  be able to
effectively  replace  the  volume  of  revenue  and / or  income  from the older
products.

The Company also believes that in addition to the factors described above, price
reductions  for all of its  products  may affect  revenues  in the  future.  The
Company has made and may in the future make price  reductions  for its products.
Depending upon the  price-elasticity of demand for the Company's  products,  the
pricing and quality of competitive products,  and other economic and competitive
conditions,  such price  reductions  may have an adverse impact on the Company's
revenues and profits.  If the Company is not able to compensate  for lower gross
margins that may result from price reductions with an increased volume of sales,
its results of  operations  could be adversely  affected.  In  addition,  if the
Company's  revenue  in the  future  depends  more upon  sales of  products  with
relatively lower gross margins than the Company obtained in the first quarter of
1999 (such as embedded controllers for printers,  embedded controllers for color
and  black-and-white  copiers,  and stand-alone  controllers for black-and-white
copiers), results of operations may be adversely affected.



                                       11








Shipments by geographic  area for the  three-month  periods ended March 31, 1999
and March 31, 1998 were as follows:


                           Three Months          Three Months
                              Ended                  Ended
                          March 31, 1999        March 31, 1998        % Change
                          --------------        --------------              

(in thousands)

North America             $53,748      45%      $37,761      46%          42 %

Europe                     41,641      35%       29,662      36%          40 %

Japan                      22,175      18%       12,769      15%          74 %

Rest of World               2,452       2%        2,331       3%           5 %
                         --------     ----      -------     ----          ----

                         $120,016     100%      $82,523     100%           45%
                         ========     ====      =======     ====          ====





Whereas shipments to North America, Europe and Japan increased significantly for
the three-month period ended March 31, 1999 compared to the same period in 1998,
the Rest of World region  experienced  modest  growth of 5% during the same time
periods.  The Rest of World is predominantly  represented by the Southeast Asian
region,  and the modest increase in export sales in the three month period ended
March 31,  1999  compared to the three  month  period  ended March 31, 1998 is a
reflection of the challenging  economic situation in that region.  Although such
conditions are difficult to predict, the Company does not assume that there will
be a significant improvement in the economic conditions in Asia in the remainder
of  1999,  and  limited  demand  from  Asia may have an  adverse  impact  on the
Company's results of operations.

As shipments  to some of the  Company's  OEM  partners  are made to  centralized
purchasing  and  manufacturing  locations  which in turn sell  through  to other
locations,  the Company  believes  that export sales of its  products  into each
region may differ from what is reported.  The Company  expects that export sales
will continue to represent a significant portion of its total revenue.

Substantially  all of the revenue for the last three years was  attributable  to
sales of products  through the  Company's  OEM  channels  with such  partners as
Canon, Epson, Fuji-Xerox,  IBM,  Hewlett-Packard,  Kodak/Danka Business Systems,
Konica,  Lanier,  Minolta, Oce, Ricoh, Sharp, Xerox and others. During 1999, the
Company has continued to work on both increasing the number of OEM partners, and
expanding  the size of existing  relationships  with OEM  partners.  The Company
relied on three OEM customers,  Canon, Xerox and Minolta in aggregate for 68% of
its revenue for the three-month  period ended March 31, 1999. The Company relied
on three OEM  customers,  Canon,  Xerox and  Ricoh in  aggregate  for 76% of its
revenue for the  three-month  period ended March 31, 1998. In the event that any
of these OEM  relationships  are scaled  back or  discontinued,  the Company may
experience a significant negative impact on its consolidated  financial position
and results of  operations.  In  addition,  no  assurance  can be given that the
Company's relationships with these OEM partners will continue.


                                       12


The Company continues to work on the development of products  utilizing both the
Fiery  architecture  and other products and intends to continue to introduce new
generations  of Fiery  products and other new product lines during the remainder
of 1999 and beyond.  No assurance can be given that the  introduction  or market
acceptance of new, current or future products will be successful.

It is also possible  that revenues in the future may be affected if  individuals
with  responsibility  for  purchasing  the  Company's  Fiery  products,  such as
information technology  professionals,  choose to devote available discretionary
resources to other perceived needs, such as technology  expenses associated with
Year 2000 preparation and / or Euro currency conversion  projects.  In addition,
Companies that performed  successfully  Year 2000 compliant testing might not be
willing  to buy  external  products  until year 2000 in order to avoid any risks
associated with external  products.  At this time, the Company cannot  determine
how much impact, if any, these factors may have.


Cost of Revenue

Third-party   manufacturers  who  purchase  most  of  the  necessary  components
manufacture  Fiery color servers as well as embedded / desktop  controllers  and
digital  black and white  products.  The Company  sources  directly  processors,
memory,  certain ASICs, and software  licensed from various  sources,  including
PostScript interpreter software,  which the Company licenses from Adobe Systems,
Inc.

Included in cost of revenue as well as operating  expenses  for the  three-month
period ended March 31, 1999,  are one-time  costs of moving to the Company's new
corporate  headquarters in Foster City,  California.  Total moving costs for the
three  month  period  ended March 31,  1999  amounted  to $1.8  million of which
approximately $0.2 million related to cost of revenue.

Gross Margins

The  Company's  gross margin was 47% and 45% for the  three-month  periods ended
March 31, 1999 and March 31, 1998,  respectively.  The slight  increase in gross
margin was due to a  combination  of factors,  including the product mix and the
mix of OEM  partners  during the two time  periods.  Slightly  offsetting  these
manufacturing  efficiencies,  were price  reductions on older product lines.  In
addition,  the  increased  volume  and  resulting  production  shift  to  larger
subcontractor   manufacturers   resulted  in   efficiencies  in  purchasing  and
manufacturing in the three-month  period ended March 31, 1999 as compared to the
same time period one year ago.

The Company  expects that sales of products  with  relatively  lower margins may
further  increase  as a  percentage  of revenue.  Such  products  include  older
products  for which  prices are reduced  during  product  transitions,  embedded
products for both desktop  printers and  copiers,  and  stand-alone  servers and
embedded controllers for black-and-white copiers.

If such sales increase as a percentage of the Company's  revenue,  gross margins
may decline,  unless the Company is able to obtain  additional  efficiencies  in
purchasing and manufacturing.

The Company's  ability to maintain  current  gross margins may not continue.  In
addition to the factors  affecting  revenue described above, the Company expects
to be subject to pressures to reduce prices, and as a result,  gross margins for
all of its products may be lower.


                                       13


In general,  the Company believes that gross margin will continue to be impacted
by a variety of factors.  These  factors  include the market  prices that can be
achieved on the Company's  current and future  products,  the  availability  and
pricing of key components (including DRAM and Postscript  interpreter software),
third party  manufacturing  costs,  product,  channel and  geographic  mix,  the
success of the Company's product transitions and new products,  competition, and
general economic conditions in the United States and abroad.  Consequently,  the
Company anticipates gross margins will fluctuate from period to period.

Operating Expenses

Operating  expenses increased by 3% to $34.0 million for the three months period
ended March 31, 1999 compared to $32.9 million for the three months period ended
March 31, 1998.  Operating  expenses as a percentage of revenue  amounted to 28%
for the three  months  period  ended March 31, 1999 and 40% for the three months
period ended March 31, 1998. Excluding the one time moving expenses allocated to
operating expenses of approximately  $1.6 million,  operating expenses decreased
by 1% for the three  month  period  ended  March 31,  1999  compared to the same
period in 1998.  The relatively  flat  operating  expenses are the result of the
Company's  successful  spending  control during early 1999, and the shift toward
more embedded / desktop and black and white  business  which requires less sales
and marketing support on the Company's part.

The Company  anticipates  that operating  expenses will continue to grow and may
increase both in absolute dollars and as a percentage of revenue.


The components of operating expenses are detailed below.

Research and Development

Expenses for research and development  consist  primarily of personnel  expenses
and,  to a lesser  extent,  consulting,  depreciation  and  costs  of  prototype
materials. Research and development expenses amounted to $16.3 million or 14% of
revenue for the three  months  period  ended  March 31,  1999  compared to $14.1
million or 17% of revenue for the three  months  period  ended  March 31,  1998.
Excluding  the one time moving  expenses  allocated to research and  development
expenses of  approximately  $0.9  million,  research  and  development  expenses
amounted to $15.4  million or 13% of total  revenue for the three months  period
ended March 31, 1999. The majority of the 16% increase (or 9% increase excluding
the one time moving expenses) of research and development  expenses in the first
quarter of 1999  compared to the same  quarter in 1998 was due to an increase in
research and development projects.  This resulted in increased headcount related
costs  (increase of  headcount by 21 employees as of March 31, 1999  compared to
March 31, 1998).  The Company  believes that the development of new products and
the enhancement of existing products are essential to its continued success, and
intends to continue to devote substantial  resources to research and new product
development  efforts.  Accordingly,  the Company  expects  that its research and
development  expenses may continue to increase in absolute dollars and also as a
percentage of revenue.


                                       14


Sales and Marketing

Sales and marketing expenses include personnel expenses,  costs for trade shows,
marketing  programs and promotional  materials,  sales  commissions,  travel and
entertainment expenses, depreciation, and costs associated with sales offices in
the United States, Europe, Japan and other locations around the world. Sales and
marketing  expenses  amounted  to  $13.8  million  or 12%  of  revenue  for  the
three-month  period  ended  March 31, 1999  compared to $15.3  million or 19% of
revenue for the three-month period ended March 31, 1998.  Excluding the one time
moving expenses related to sales and marketing costs of $0.4 million,  sales and
marketing  expenses  amounted to $13.4 million for the three-month  period ended
March 31, 1999. Sales and marketing  expenses decreased by 10% (or 12% excluding
the one-time  moving  expenses) in the  three-month  period ended March 31, 1999
over the three-month  period ended March 31, 1998. The decrease is the result of
the lower  relative  promotional  expenses  required  to support the growing two
newer  business  segments  compared to the  traditional  segment of  stand-alone
servers  connecting  to digital  color  copiers.  The  decrease in expenses  was
partially offset by an increase in headcount by 7 employees as of March 31, 1999
compared to March 31, 1998.

The  Company  expects  that its sales and  marketing  expenses  may  increase in
absolute dollars and possibly also as a percentage of revenue as it continues to
actively  promote its  products,  launch new  products and continue to build its
sales and  marketing  organization,  particularly  in Europe  and Asia  Pacific,
including Japan. This increase might not proportionally  increase with increases
in volume,  if the Company's sales continue to gravitate toward embedded desktop
controllers,   bundled  color  solutions  and  chipset   solutions  as  well  as
controllers  for digital black and white  solutions,  which require less support
from the Company as the OEM partners take over this role.

General and Administrative

General and administrative expenses consist primarily of personnel expenses and,
to a lesser extent, depreciation and facility costs, professional fees and other
costs  associated with public  companies.  General and  administrative  expenses
amounted to $3.9  million or 3% of revenue  for the  three-months  period  ended
March 31, 1999,  compared to $3.5  million or 4% of revenue for the  three-month
period ended March 31, 1998.  General and  administrative  expenses increased by
11% (or by 3 % excluding  the one-time  moving  expenses of  approximately  $0.3
million) in the  three-months  period ended March 31, 1999 over the three-months
period ended March 31, 1998.  While  general and  administrative  expenses  have
remained  relatively  constant as a percentage of total  revenue  during the two
periods,  these  expenses  have  slightly  increased  in absolute  dollars.  The
increases  were  primarily  due to the increase in headcount in order to support
the needs of the  growing  Company's  operations,  including  the use of outside
consultants.  Headcount  increased by 15 employees as of March 31, 1999 compared
to March 31,  1998.  The Company  expects  that its  general and  administrative
expenses  may continue to increase in absolute  dollars and  possibly  also as a
percentage  of  revenue in order to support  the  Company's  efforts to grow its
business.

Other Income

Other income relates mainly to interest income and expense, and gains and losses
on foreign currency  transactions.  Other income amounted to $3.4 million in the
first quarter of 1999 compared to $2.2 million in the first quarter of 1998. The
55% increase in other income is due to the interest earned on the higher average
cash and short-term  investment  balances for the three-month period ended March
31, 1999 as compared to the three-month period ended March 31, 1998. Included in
other income for the three-month  period ended March 31, 1998 are  approximately
$0.3  million in losses  suffered on Asian  currency  denominated  transactions.
Although the Company's  exposure to currency  fluctuations  has been  relatively
minor,  in response to currency  fluctuations  in Asia,  the,  Company  began to
implement a hedging program in June 1998.


                                       15


Income Taxes

The  Company's  effective tax rate was 34% for the first quarter ended March 31,
1999 compared to 36% for the first  quarter ended March 31, 1998.  The effective
tax rate for the  three-month  period  ended  March 31,  1998 was  retroactively
adjusted to 32% in the third quarter of 1998.  The increase in the effective tax
rate for the  three-month  period ended March 31, 1999  compared to the adjusted
effective tax rate for the three-month period ended March 31, 1998 was primarily
due to the fact that the research and development  credit is scheduled to expire
mid-year of 1999.


LIQUIDITY AND CAPITAL RESOURCES

Cash, cash equivalents and short-term  investments increased by $32.9 million to
$355.9  million as of March 31,  1999,  from $323.0  million as of December  31,
1998.  Working capital  increased by $26.4 million to $372.7 million as of March
31, 1999, up from $346.3 million as of December 31, 1998.  These  increases were
primarily the result of net income,  changes of balance sheet components and the
exercise of employee stock options.

Net cash provided by operating activities was $30.7 million and $5.1 million for
the three-month  periods ended March 31, 1999 and March 31, 1998,  respectively.
Cash provided by operating activities increased by $25.6 million,  primarily due
to a  significant  increase in net income,  a reduction in inventory  levels,  a
reduction of receivables from subcontractors and an increase in taxes payable.

During the first  quarter  of 1999,  the  Company  continued  to invest  cash in
short-term  investments,  mainly  municipal  securities.  Due to capital  market
situations  during  the  first  three  months  of  1999,  the  Company  invested
relatively  more cash in  securities  with a maturity at the date of purchase of
less than 90 days, which resulted in an increase of cash and cash equivalents of
$41.5  million and a decrease of  short-term  investments  of $8.6  million from
December 31, 1998 compared to March 31, 1999.

The Company's capital expenditures generally consist of investments in computers
and related  peripheral  equipment and office furniture for use in the Company's
operations. The Company purchased approximately $2.8 million and $3.9 million of
such equipment and furniture during the three month periods ended March 31, 1999
and March 31, 1998, respectively.


                                       16


In 1997,  the Company  entered into an  agreement  to lease a ten-story  295,000
square foot building to be constructed  in 1998 and 1999 on 35 acres,  which the
Company  owns in  Foster  City,  California.  The  lessor  of the  building  has
committed to fund up to a maximum of $65.0  million for the  construction  to be
directed by the  Company.  Rent  payments for the building  will  commence  upon
completion of construction  and bear a direct  relationship to the carrying cost
of the amount drawn on the commitment.  The initial term of the lease is 7 years
with  options to purchase  at any time.  As of March 31,  1999,  the Company has
drawn $46.0 million on the commitment. The building construction is scheduled to
be  completed  in the  second  quarter  of 1999.  The move to the new  corporate
headquarters was completed in the first quarter of 1999 and the Company incurred
one time moving expenses of approximately  $1.8 million during the first quarter
of 1999.  Also in  conjunction  with the lease,  the Company has entered  into a
separate  ground  lease with the lessor of the  building  for  approximately  35
years.  The Company has guaranteed a residual value associated with the building
to the lessor of  approximately  82% of the  lessor's  funding.  If the  Company
defaults on the lease,  does not renew the lease, does not purchase the building
or does not arrange for a third party purchase of the building at the end of the
lease  term,  it may be  liable to the  lessor  for the  amount of the  residual
guarantee.  As part of the lease  agreement  the Company must maintain a minimum
tangible net worth.  In  addition,  the Company has pledged  certain  marketable
securities  ($55.4  million at March 31, 1999) to be held in  proportion  to the
amount  drawn in order to secure a more  favorable  lease  rate and avoid  other
covenant  restrictions.  The Company may use these funds at any time,  but their
conversion would also result in an increase to the lease rate and the imposition
of additional financial covenant restrictions.

Cash provided by the exercise of stock options  amounted to $5.0 million for the
three-months  period  ended March 31, 1999,  a $4.7  million  increase  over the
corresponding  period in 1998.  The increase was due to a higher volume of stock
option  exercises as a result of the higher relative market prices available for
the stock during the  three-month  period  ended March 31, 1999  compared to the
three-month period ended March 31, 1998.


The Company  believes that its existing  capital  resources,  together with cash
generated from  continuing  operations will be sufficient to fund its operations
and meet capital requirements for at least the next twelve-month period.


Year 2000 Status

Although the Company has not completed a formal  contingency  plan for potential
Year 2000 related  problems,  management has taken steps and continues to assess
the  possible  effects and  potential  solutions  for a Year 2000  problem.  The
Company has updated substantially all of its computer system infrastructure over
the last few years, and management believes that all critical pieces of hardware
and  software  have  been  represented  to  be  Year  2000  compliant  by  their
manufacturers.  In some cases  compliance  is  expected to be met by releases of
software  updates from the  manufacturers  that were scheduled to be released by
the end of March  1999 but have now been  delayed  until the  second  quarter of
1999. For software that is currently  available and represented to be compliant,
the Company is performing limited tests on the manufacturing representations.

Due to the  complexities  involved in moving into the new  building in the first
quarter of 1999, the Company was only able to spend  approximately  $0.1 million
of the  approximately  $1.0  million the Company has allotted to spend in fiscal
1999 on addressing and preparing for a potential Year 2000 problem.  The Company
anticipates  spending at a  significantly  higher rate during the second quarter
fiscal 1999.


                                       17


Although the Company continues to review and test, based on the reviews to date,
the Company currently  believes that Year 2000 issues will not materially affect
its internal MIS systems.  However,  there can be no assurance  that the Company
will have  identified or procured all of the resources  necessary to address all
critical Year 2000 deficient hardware and software systems on a timely basis and
the Company may need to spend additional  amounts to identify,  modify or repair
internal systems.

The  Company  has  tested  its  products  to  determine  if  the  products  will
successfully  rollover from the years 1999 to 2000 and 2000 to 2001,  and if the
products will  correctly  recognize the date February 29, 2000.  Products  first
released after November 1, 1997 have passed  internal tests for these  criteria,
and future  products  will be required to pass the same  internal  tests  before
shipping.  The estimated  installed base of products released before November 1,
1997 is considered to be relatively  small.  Although all of these  products are
expected to continue to be  functional  at some level,  the Company has notified
each of the OEM customers about the potential  problems that may be encountered.
Because the Company cannot control other companies' products used in conjunction
with the Company's  products (such as other  companies'  software),  the Company
does not intend to assure its  customers  that its products  will meet the above
referenced criteria when used in conjunction with any other software or hardware
not manufactured by the Company.

To date the Company has not  reviewed  Year 2000 plans and  preparations  of its
significant manufacturers, suppliers, customers and other critical third parties
with  whom  it does  business.  The  Company  is  currently  in the  process  of
identifying  and contacting  these third parties and  anticipates  completion of
this  process by the end of June  1999.  The  Company  has also begun to work on
contingency plans and currently  believes that internal problems  encountered in
handling  transactions  could be processed  manually for a short period of time.
The contingency plans will be more fully developed by the third quarter of 1999.
The Company  continues to assess the effects and costs  associated with possible
Year 2000  problems,  however,  the total  effects  and costs are unknown to the
Company at this time,  and there can be no assurance that such effects and costs
will  not  have a  materially  adverse  effect  on the  Company,  its  financial
condition, or results of operations.


Euro Assessment

Eleven of the fifteen member  countries of the European  Union have  established
fixed conversion rates between their existing sovereign  currencies and the Euro
and have adopted the Euro as a common  currency as of January 1, 1999.  The Euro
is trading on currency exchanges and is available for non-cash transactions. The
conversion to the Euro is not expected to have a material  adverse effect on the
operating  results of the  Company as the Company  predominantly  invoices in US
Dollars.  The Company is currently in the process of  evaluating  the  reporting
requirements  in the  respective  countries  and the related  system,  legal and
taxation  requirements.  The Company expects that required modifications will be
made on a timely  basis and that  such  modifications  will not have a  material
adverse impact on the Company's  operating  results.  There can be no assurance,
however,  the Company will be able to complete such modifications to comply with
Euro  requirements,  which could have a material adverse effect on the Company's
operating results.


                                       18



Factors That Could Adversely Affect Performance

The following factors may adversely impact the Company's future  performance and
financial results:

Reliance  on  OEM  Resellers;   Risks  Associated  with  Significant  OEM  Group
Concentration

The  Company's  strategy of selling  principally  to OEMs  anticipates  that the
Company will be relying on high sales  volumes to a  relatively  small number of
customers. Although there can be no assurance that the Company's major customers
will continue to utilize the Company's  products at current  levels,  if at all,
the Company  expects to continue to depend upon such customers for a significant
percentage  of its  revenues.  A decline in demand for color and black and white
copiers or laser printers,  or other factors  affecting the computer industry in
general,  or major customers in particular,  may adversely  affect the Company's
results of operations.

The  Company  relies  upon the  ability  of its OEMs to  develop  new  products,
applications and product enhancements on a timely and cost-effective  basis. The
ability of these OEMs to meet  changing  customer  needs and respond to emerging
industry standards and other technological changes is essential to the Company's
continued  success.   There  is  no  assurance  that  the  Company's  OEMs  will
effectively meet these technological challenges.  These OEMs, who are not within
the control of the Company, may incorporate into their products the technologies
of other  companies in addition to, or instead of the  Company's  products,  and
with the exception of certain minimum purchase obligations, are not obligated to
purchase products from the Company.  There can be no assurance that any OEM will
continue to carry the Company's products;  and the loss of important OEMs, or an
inability to recruit  additional OEMs, may have a material adverse effect on the
Company's business, operating results, and financial condition.

The  Company's  sales have been and will  continue to be heavily  influenced  by
order  quantities  and timing of delivery to its OEMs. No assurance can be given
that the Company will be able to successfully  maintain sales of its products in
any OEM  channel.  The  Company's  sales  may be  adversely  affected  if an OEM
introduces  or supports  additional  products  that compete  with the  Company's
products, fails to effectively market the Company's products, modifies its color
and black and white copiers or printers such that the Company's  products are no
longer compatible, introduces new copiers or printers that are incompatible with
the Company's products,  or does not allow the Company's products to support all
of the features available on its new copiers or printers.

Although the Company is pursuing,  and will continue to pursue,  the business of
additional copier and printer OEMs, customer concentration will continue to be a
risk due to the  limited  number  of OEMs  producing  copiers  and  printers  in
sufficient volume to be attractive to the Company.

Delays in Product Launches; Product Transitions

Although the Company plans to introduce  new  products,  delays in the launch or
availability  of these  products  could have an adverse  effect on the Company's
financial results.  Product  transitions also carry the risk that customers will
delay or cancel  orders for  existing  products.  If the  Company is not able to
successfully  manage product transitions or cannot guarantee the availability of
products  once they have been  introduced,  its  results  of  operations  may be
adversely affected.


                                       19


Product Diversification and Coordination of Development with Customers

The Company's customers have historically  requested a broader range of products
with different and unique features, and the Company believes that this trend may
continue.  If the  Company  cannot  successfully  manage  the  effort  and risks
associated  with a broader range of products,  its results of operations  may be
adversely affected.

The Company's  customers work closely with the Company to develop  products that
are specific to each  customer.  Many of the products the Company is  developing
require  the  Company  and its  customers  to  coordinate  development,  quality
testing,  marketing and other tasks. The Company cannot control other companies'
efforts,  and such  coordination  may result in delays that the  Company  cannot
manage by itself. If the Company cannot successfully manage the effort and risks
associated  with  coordination,  its  results  of  operations  may be  adversely
affected.

Reliance on  Continued  Demand for the  Company's  Products  That  Enable  Color
Printing of Digital Data and the Effects of a Potential Decrease

Although  the  Company  has  expanded  its  product  line in recent  years,  and
continues  to explore  opportunities  to further  diversify  its  business,  the
Company's business has been focused heavily on sales of products that enable the
color printing of digital data.  Should  conditions arise that reduce the demand
for this service, the Company's results of operations may be adversely affected.
The Company believes that purchases of the Company's products may be affected by
a  variety  of  economic  conditions  and  considerations,  and  there can be no
assurance  that  demand for the  Company's  products  will  continue  at current
levels.  For example,  although such  conditions  are difficult to predict,  the
Company is not assuming that there will be  significant  improvement in economic
conditions in Asia,  including Japan,  during the remainder of 1999. The Company
believes that continued  economic  distress in Japan and elsewhere in Asia might
limit demand in these regions for the Company's  products.  Economic distress in
other parts of the world such as Brazil may also limit demand for the  Company's
products.  The move to a single European  currency,  the Euro, and the resulting
central bank  management of interest rates to maintain  fixed currency  exchange
rates among the member nations may lead to economic  conditions  which adversely
impact the sale of the  Company's  products.  In addition,  it is possible  that
individuals with responsibility for purchasing the Company's  products,  such as
information   technology   professionals,   may   choose  to  devote   available
discretionary  resources to other perceived needs,  such as technology  expenses
associated  with  Year  2000  preparation  and  / or  Euro  currency  conversion
projects. In addition, Companies that performed successfully Year 2000 compliant
testing might not be willing to buy external  products  until year 2000 in order
to avoid any risks associated with external products.  At this time, the Company
cannot determine how much impact, if any, these factors may have.


New Product Introductions

The Company continues to explore opportunities to develop product lines distinct
from its Fiery color  servers.  Such new products may require the  investment of
capital for the  development of new  distribution  and marketing  channels at an
unknown cost to the Company. There can be no guarantee that the Company would be
successful in the  development  of such channels or that any new products  would
gain market  acceptance.  If the Company is not able to successfully  manage the
introduction  of new  products,  its  results  of  operations  may be  adversely
affected.  In  addition  to  these  risks,  if  the  Company  is  successful  in
introducing  new  products,   there  can  be  no  assurance  that  such  product
introductions  (including more powerful products sold at a lower price) will not
adversely impact gross margins or sales of existing products.


                                       20



Competition

The Company has seen  competition in the market from companies and products that
provide similar  functionality to the Company's  products and believes that such
competition  will  continue  and may  intensify.  It is also  possible  that the
Company's  customers  may  themselves  internally  develop  and supply  products
presently  sold by the Company.  There can be no assurance that the Company will
be able to continue to  successfully  compete against other  companies'  product
offerings or their  financial and other  resources.  In addition to  competition
among suppliers of the Company's products, the Company believes that competition
among the Company's  customers and potential  customers,  including  competition
over price,  may increase.  Such  competition  may have an adverse impact on the
Company's results of operations.

Managing Growth

The  Company  continues  to  increase  its  headcount,  and is  working to build
relationships  with  OEMs and  other  customers.  As a result,  the  number  and
complexity of  relationships  the Company must manage,  including  relationships
with  customers,  manufacturers,  and suppliers,  has increased and may increase
further.  If the  Company  cannot  successfully  manage  growth,  its results of
operations may be adversely affected.

Hiring and Retention of Employees

The Company  depends  upon  skilled  employees,  such as software  and  hardware
engineers, quality assurance engineers,  marketing and sales professionals,  and
persons in administrative and managerial positions. Demand for such employees in
Northern  California,  where the Company's main offices are located, is high. To
assure  that the  Company  can  adequately  support  its  business,  the Company
undertakes a number of efforts to hire and retain  qualified  employees.  If the
Company cannot successfully hire and retain employees, its results of operations
could be adversely affected.

Fluctuations in Operating Results

Operating  results may fluctuate due to factors such as demand for the Company's
products, success and timing of the new product introductions,  price reductions
by the Company and its  competitors,  delay,  cancellation  or  rescheduling  of
orders,  product  performance,  or  availability  of key  components.  Operating
results  may also  fluctuate  due to  seasonal  purchasing  patterns  of its OEM
partners or the status of the Company's  relationships  with its OEM partners as
well as performance of third-party  manufacturers or the status of the Company's
relationships  with its key  suppliers.  The  Company's  results have  typically
followed a seasonal  pattern  reflecting  the buying  patterns  of its large OEM
customers.  In the past,  this pattern has indicated  that the Company's  fiscal
fourth quarter results may be adversely affected by a desire on the part of some
or all of its OEM  customers  to slow down,  or otherwise  delay fourth  quarter
orders in an effort to minimize their  inventory  investment at the end of their
fiscal  year.  Additionally,  the first fiscal  quarter is also a  traditionally
weaker  quarter as the Company's  OEM partners  focus on training of their sales
forces.  Moreover, the Company's ability to develop and market new products, the
timing and amount of sales and marketing  expenditures,  and the general  demand
for   what  are   discretionary   purchase   items   (color   copiers,   digital
black-and-white  copiers,  and color laser printers) and general global economic
conditions will also effect operating results.


                                       21



Interest Rate Risk

The  Company has an  investment  portfolio  of mainly  fixed  income  securities
classified as  available-for-sale  securities.  These  securities are subject to
interest rate risk and will fall in value if market interest rates increase. The
Company  attempts to limit these exposures by investing  primarily in short-term
securities.

Limited Backlog

The Company  typically does not obtain long-term volume purchase  contracts from
its customers,  and a substantial  portion of the Company's backlog is scheduled
for  delivery  within 90 days or less.  Customers  may cancel  orders and change
volume levels or delivery  times without  penalty.  Sales and operating  results
therefore  depend on the volume and  timing of the  backlog as well as  bookings
received.  Significant  portions of the Company's  operating expenses are fixed,
and planned  expenditures  are based  primarily on sales  forecasts  and product
development  programs.  If sales do not meet the Company's  expectations  in any
given period,  the adverse  impact on operating  results may be magnified by the
Company's inability to adjust operating expenses  sufficiently or quickly enough
to compensate for such a shortfall.

Volatility of Stock Price

Due to various  factors,  including  those noted  above,  the  Company's  future
revenues and earnings might be subject to significant volatility.  Any shortfall
in revenue or earnings from levels expected by securities analysts could have an
immediate and  significant  adverse effect on the trading price of the Company's
common stock in any given period.  The Company  participates in a highly dynamic
industry, which often results in significant volatility for the Company's common
stock price.

International Operations and Currency Fluctuations

Approximately  55% and 54% of the Company's  product revenue for the three-month
periods ended March 31, 1999 and March 31, 1998, respectively, were attributable
to sales  outside  North  America,  primarily  to Europe and Japan.  The Company
expects that sales to  international  destinations  will continue to represent a
significant  portion  of its total  revenue.  The  Company is subject to certain
risks associated with international operations, including tariff regulations and
requirements  for export  licenses,  particularly  with respect to the export of
certain  technologies,  which may on occasion be delayed or difficult to obtain.
Given the  significance  of export  sales to the  Company,  the Company  faces a
continuing risk in that the strengthening of the U.S. dollar versus the Japanese
yen, the Euro and other major European currencies,  and numerous Southeast Asian
currencies  could  adversely  impact the  Company's  revenues and gross  margin.
Although the Company typically  invoices in U.S. dollars,  these adverse impacts
could occur through lower unit demand and the necessity to lower average selling
prices to compensate  for the reduced  strength of local  currencies.  Where the
Company does invoice in local  currency,  the Company's  cash flows and earnings
are exposed to  fluctuations  in interest  rates and foreign  currency  exchange
rates.  The  Company  attempts  to limit  these  exposures  through  operational
strategies and, where  appropriate,  the use of hedge oriented  financial market
instruments.  To date the Company has primarily  utilized  forward  contracts to
mitigate its exposure in these markets.


                                       22



Proprietary Information

The  Company  relies on a  combination  of  copyright,  patent and trade  secret
protection,   nondisclosure   agreements,   and  licensing  and  cross-licensing
arrangements  to establish and protect its proprietary  rights.  There can be no
assurance  that any  patents  that may be  issued to the  Company,  or which the
Company may license from third parties,  or that any other proprietary rights of
the Company will not be  challenged,  invalidated or  circumvented,  or that any
rights granted thereunder would provide proprietary protection to the Company.

Infringement and Potential Litigation

The  Company  may  receive in the  future,  communications  from  third  parties
asserting that the Company's products infringe, or may infringe, the proprietary
rights of third parties. There can be no assurance that any of these claims will
not result in  protracted  and costly  litigation.  While it may be necessary or
desirable  in the  future  to  obtain  licenses  relating  to one or more of its
products  or  relating  to  current  or  future  technologies,  there  can be no
assurance  that the  Company  will be able to do so on  commercially  reasonable
terms, or at all.

Reliance on Adobe Systems Incorporated

Under the Company's  license  agreements with Adobe, a separate  license must be
granted from Adobe to the Company for each type of copier or printer used with a
Fiery  Server or  Controller.  To date,  the Company has  successfully  obtained
licenses to use Adobe's  PostScript(TM)  software for  products  that it offers.
However,  there can be no  assurance  that Adobe will  continue to grant  future
licenses to Adobe  PostScript(TM)  software  on  reasonable  terms,  in a timely
manner,  or at all,  or that  Adobe  will  continue  to give  quality  assurance
approvals.  Such actions by Adobe may adversely affect the Company's  results of
operations.  If Adobe does not grant the Company such licenses or approvals,  if
the Adobe license  agreements are terminated,  or if the Company's  relationship
with Adobe is otherwise  impaired,  the  Company's  operations  may be adversely
affected.

Quarterly Fluctuations in Operating Results

The  Company's  operating  results have  historically  been subject to quarterly
fluctuations due, for example, to the following factors:  economic situations in
various geographic locations around the world, acceptance of new products by OEM
partners  and their  customers,  demand for the  Company's  products  by its OEM
partners,  which is in turn subject to  fluctuations  because of customer demand
and inventory  levels,  timing of training and product releases by the Company's
OEM partners and the Company's timing of expenses which could affect one quarter
significantly more than another (for expenditures in connection with the move to
the new corporate  headquarters  during the first quarter of 1999).  The Company
anticipates  that  future  operating  results  might  be  subject  to  quarterly
fluctuations.


                                       23



ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


Market Risk

The Company is exposed to various market risks, including the changes in foreign
currency exchange rates.  Market risk is the potential loss arising from adverse
changes in market  rates and  prices,  such as  foreign  currency  exchange  and
interest rates.  The Company does not enter into  derivatives or other financial
instruments  for  trading or  speculative  purposes.  The  Company  enters  into
financial  instruments  to manage  and  reduce  the impact of changes in foreign
currency exchange rates. The counterparts are major financial institutions.

Foreign Exchange Contracts

As of mid 1998,  the  Company  started to enter into  forward  foreign  exchange
contracts to hedge the currency  fluctuations  in  transactions  denominated  in
foreign  currencies,  thereby  limiting the Company's risk that would  otherwise
result from changes in exchange rates. During the three-month period ended March
31, 1999, the  transactions  hedged were  intercompany  accounts  receivable and
payable  between  the Company and its  Japanese  subsidiary.  The periods of the
forward foreign exchange  contracts  correspond to the reporting  periods of the
hedged transactions.  Foreign exchange gains and losses on intercompany balances
and the offsetting  losses and gains on forward foreign  exchange  contracts are
reflected in the income statement.

As of March 31, 1999, the Company had one outstanding  forward foreign  exchange
contract to sell Yen equivalent to approximately $4.9 million with an expiration
date of April 30, 1999.

The estimated fair value of the foreign currency contract  represents the amount
required to enter into offsetting  contracts with similar  remaining  maturities
based on quoted market prices. As of March 31, 1999, the difference  between the
fair value of the  outstanding  contract and the contract amount was immaterial.
Market risk was estimated as the potential decrease in fair value resulting from
a  hypothetical  10% increase of the amount of Yen to purchase one US Dollar.  A
10%  fluctuation  in the exchange rate for this  currency  would change the fair
value by approximately $0.4 million.  However, since the contract hedges foreign
currency denominated transactions,  any change in the fair value of the contract
would be offset by changes in the  underlying  value of the  transactions  being
hedged.


Interest Rate Risk

The fair value of the  Company's  cash and  short-term  investment  portfolio at
March 31, 1999,  approximated  carrying  value due to its  short-term  duration.
Market risk was estimated as the potential decrease in fair value resulting from
an instantaneous hypothetical 100 basis-point increase in interest rates for the
issues  contained  in the  investment  portfolio.  As of  March  31,  1999,  the
Company's cash and short-term  investment  portfolio includes debt securities of
$300  million,  subject to interest  rate risk.  A 100  basis-point  increase in
market interest rates would result in a decrease of fair value of  approximately
$2.5 million.


The fair value of the Company's long-term debt, including current maturities was
estimated  to be $4.1  million as of March 31,  1999,  and equaled the  carrying
value.  The Company's  long-term  debt  requires  interest  payments  based on a
variable rate and therefore is subject to interest rate risk. A 10%  fluctuation
in  interest  rates  would not have a  material  effect on the fair value of the
outstanding long-term debt of the Company as of March 31, 1999.


                                       24



PART II   OTHER INFORMATION


     ITEMS 1 - 5.

There is no applicable  information  to report under Part II, Items 1 - 5 during
the period covered by this report.

     ITEM 6.      Exhibits and Reports on Form 8-K

         (a)          Exhibits

                      Exhibit  10.28   1999 Equity Incentive Plan
                      Exhibit  27.1    Financial Data Schedule


         (b)          Reports on Form 8-K


                      No reports on Form 8-K were  filed by the  Company  during
                      the three-month period ended March 31, 1999.



                                       25



                                   SIGNATURES

         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.



                                ELECTRONICS FOR IMAGING, INC.
                              
Date:  May 13, 1999           
                              
                              
                                    By /s/  Dan Avida  
                                    -----------------------------------------
                                    Dan Avida
                                    Chairman of the Board of Directors and
                                    and Chief Executive Officer
                                    (Principal Executive Officer)
                              
                              
                              
                              
                                    By /s/  Eric Saltzman                       
                                    --------------------------------------------
                                    Eric Saltzman
                                    Chief Financial Officer, General Counsel and
                                    Corporate Secretary
                                    (Principal Financial and Accounting Officer)
                             


                                       26



                                  EXHIBIT INDEX


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

10.28             1999 Equity Incentive Plan

27.1              Financial Data Schedule



                                       27