SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-K

[X] Annual  report  pursuant  to Section  13 or 15(d) of the  Securities
    Exchange Act of 1934 for the fiscal year ended December 31, 1999

                                       or

[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934

                         Commission file number: 0-26994

                              ADVENT SOFTWARE, INC.

             (Exact name of registrant as specified in its charter)

                  Delaware                           94-2901952
          (State of incorporation)      (IRS Employer Identification Number)

               301 Brannan Street, San Francisco, California 94107
              (Address of principal executive offices and zip code)

                                 (415) 543-7696
              (Registrant's telephone number, including area code)

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

           Securities registered pursuant to Section 12(g) of the Act:
                          Common Stock, $0.01 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  S-K is not contained  herein,  and will not be contained,  to the
best  of  the  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 number of shares of the registrant's Common Stock outstanding as of March 6,
2000 was 29,575,620. The aggregate market value of the registrant's Common Stock
held by  non-affiliates,  based  upon the  closing  price on March 6,  2000,  as
reported on the Nasdaq National Market System, was approximately  $1.06 billion.
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.

                       DOCUMENTS INCORPORATED BY REFERENCE

Parts of the following documents are incorporated by reference into Parts II and
III of this Form 10-K: (1) 1999 Annual Report to  Stockholders of the Registrant
(Part  II of  this  Form  10-K);  and (2)  Definitive  Proxy  Statement  for the
registrant's  Annual Meeting of Stockholders to be held May 4, 2000 (Part III of
this Form 10-K).





                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This  Form  10-K  contains  forward-looking   statements  in  "Management's
Discussion and Analysis of Financial  Condition and Results of  Operations"  and
elsewhere.  These  statements  relate to future  events or our future  financial
performance.  In some cases,  you can  identify  forward-looking  statements  by
terminology such as "may", "will", "should",  "expects",  "plans" "anticipates",
"believes",  "estimates",  "predicts", "potential" or "continue" or the negative
of such  terms  or  other  comparable  terminology.  These  statements  are only
predictions  and  involve  known  and  unknown  risks,  uncertainties  and other
factors,  including the risks outlined  under "Risk Factors and Forward  Looking
Statements,"  that may cause our or our  industry's  actual  results,  levels of
activity, performance or achievements to be materially different from any future
results, levels or activity, performance or achievements expressed or implied by
such forward-looking statements.

     Although we believe that the expectations  reflected in the forward-looking
statements  are  reasonable,  we  cannot  guarantee  future  results,  levels of
activity, performance or achievements. Moreover, neither we nor any other person
assumes responsibility for the accuracy and completeness of such statements.  We
are under no duty to update any of the forward-looking statements after the date
of this Form 10-K or to conform such statements to actual results.

PART I

ITEM 1. BUSINESS

OVERVIEW

     We are a leading  provider of  Enterprise  Investment  Management,  or EIM,
solutions that automate and integrate  mission-critical functions for investment
management professionals.

     Advent Office(TM),  our suite of integrated products,  addresses the demand
for software  products  that  automate,  simplify and  integrate  functions  for
investment  management by automating and integrating  work and data flows across
the entire investment management enterprise. Advent Office reduces client costs,
improves the accuracy of client  information  and enables our clients to provide
enhanced customer service.

INDUSTRY BACKGROUND AND OUR CLIENTS

     Our  clients  include  a range  of  organizations  that  manage  investment
portfolios,  including  investment  advisors,  brokerage firms,  banks and hedge
funds.  Our  clients  also  include  corporations,  public  funds,  foundations,
universities and non-profit  organizations that manage investment portfolios and
perform  similar  portfolio  management  functions.   Recently,  the  investment
management  industry has  experienced  significant  growth which, in combination
with other  factors,  has led to  increasing  demand for software  products that
automate,   simplify  and  integrate  functions  within  investment   management
organizations.  This increasing  demand is driven by several industry  dynamics.
Financial assets under management have increased  substantially  during the last
decade.  As the value of total financial  assets under management has increased,
there has been a  substantial  increase in the number of  investment  management
organizations and a steady introduction of increasingly  sophisticated financial
instruments.  As a  result,  investment  managers  are faced  with  increasingly
complicated  portfolio  accounting  and  management   requirements  as  well  as
extensive and evolving industry standards and government regulations.

     These dynamics have increased the volume and complexity of information  and
data  flows  within  investment   management   organizations  and  between  such
organizations and third parties, such as brokerage firms,  clients,  custodians,
banks,  pricing  services  and other data  providers.  Consequently,  investment
management  organizations  require more  sophisticated  and integrated  software
products for their front, middle and back offices.

     The front office operations of an investment  manager include the marketing
and  customer  relationship  management  aspect of dealing with  customers;  the
middle office focuses on trade order  management and trading  workflow;  and the
back office includes the accounting  functions of the organization.  In order to
operate efficiently within this environment, investment management organizations
must  automate  and  integrate  their   mission-critical   and   labor-intensive
functions,  including (i) investment  decision  support and client  relationship
management,  (ii) order  management and trading and (iii) portfolio  accounting,
performance measurement, report generation and compliance. Investment management
organizations   historically  have  relied  on  internally   developed  systems,
timesharing services or simple  spreadsheet-based  systems to manage information
flows. Due to inherent limitations in each of these types of systems, investment
management organizations are demanding highly


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functional,   easy-to-use,   scalable,   cost-effective  and  flexible  software
applications  that  automate  and  integrate  their  mission-critical   business
functions.

THE ADVENT SOLUTION

     The Advent solution  combines a fully  integrated  suite of  client-centric
software  products,   with  a  full  range  of  professional   services  -  from
implementation   management  and  training  to  technical   support  and  custom
engineering, all aimed at accomplishing our clients' business objectives.

SOFTWARE PRODUCTS

     We offer an  integrated  suite of  software  products  for  automating  and
integrating work and data flows across the investment  management  organization,
as well as the information flows between the investment management  organization
and external parties.  Our products are intended to reduce client costs, improve
the accuracy of client  information and generally  enable clients to improve the
service  they provide to their  customers  rather than  focusing on  operational
details.  Each software  component in the Advent Office suite focuses on certain
mission-critical  functions  of the  investment  management  organization.  Each
Advent  Office  implementation  is  tailored  to meet the needs of a  particular
market segment, as determined by size, assets under management and complexity of
the investment environment.

     We believe that our Enterprise Investment  Management,  or EIM, solution is
well suited for the  investment  management  functions of  corporations,  public
funds, partnerships,  foundations, universities and non-profit organizations. An
Enterprise  Investment  Management  solution  is an  evolutionary  process  that
encompasses three phases:

o    Investment Process Integration - involves the integration of front-,  mid-,
     and  back-office  components  with  each  other  as well  as with  standard
     productivity  applications  such as Microsoft  Word(R) and  Excel(R).  This
     integration  eliminates  ineffective  communication  between  processes and
     minimizes processing errors, enabling growth by reducing bottlenecks within
     the company.

o    Data  Collection  and  Reconciliation  -  enables  the  investment  firm to
     integrate the external data regarding  pricing and  settlements so that the
     firm  can  quickly  and  efficiently   settle   transactions   and  monitor
     performance in an automated fashion.

o    Customer  Responsiveness - incorporates  numerous capabilities enabling our
     clients  to  provide  more  personal,  effective  communication  with their
     customers.  This  capability  enables  decision makers for the firm to have
     timely access to information  in order to make more effective  decisions on
     behalf of the clients.

BACK OFFICE

     We offer three portfolio accounting and management systems: Axys(R), Advent
Partner(R)  and  Geneva(R),  each  targeted at a different  market  segment,  to
automate  the back  office  functions.  We also  offer  additional  back  office
applications,  including our REX(TM)  solution,  which  provides  reconciliation
management,   and  our  Advent  Warehouse(TM)  solution,   which  provides  data
warehousing capabilities.

     AXYS,  our  core  product,  introduced  in  1993,  is a  highly  functional
portfolio   accounting  and  management   system  targeted  towards   investment
management  organizations of all sizes. Axys provides  investment  professionals
with  broad  portfolio  accounting   functionality,   timely  decision  support,
sophisticated  performance  measurement  and flexible  reporting.  Specifically,
clients  can  record,  account  for  and  report  on  a  variety  of  investment
instruments, including equities, fixed income, mutual funds and cash. Axys users
gain access on demand to  portfolio  holdings,  asset  allocation,  realized and
unrealized  gains and losses,  actual and  projected  income and other  valuable
data. Portfolio performance can be measured for individual portfolios or related
groups, and for any specified time period.  Investment  professionals can choose
from over 200 pre-defined reports with flexible "as-of" reporting,  which can be
customized as to formats and fonts. Clients can easily generate fully customized
reports with the assistance of the Axys Report Writer.  Clients can also produce
presentation-quality  graphics via an  integrated  link with  Microsoft  Excel's
charting  capability.   In  addition,  Axys  offers  integrated   multi-currency
capabilities  which,  among other  things,  allow  reports to be restated in any
currency,   tracks  reclaimable   foreign  withholding  tax,  and  can  identify
components  of  return  attributable  to  market  prices  versus  currency  rate
fluctuations.

     Axys also provides integration with a variety of investment tools and data.
These tools include (i) Moxy, our trade order management solution, (ii) pricing,
corporate  actions,  analytics  and  fundamental  data  via  interfaces  to data
vendors, (iii) automatic


                                       3


data entry and  reconciliation of trades with interfaces to the Depository Trust
Corporation (DTC), brokerage firms and custodians,  (iv) integrating through the
Internet via our custodial data service and software, and (v) Internet reporting
via Advent Browser  Reporting(TM) for Enterprise  Users, our Internet  reporting
service.

     ADVENT PARTNER,  introduced in December 1996, is an investment  partnership
allocation  solution,  which  integrates with Axys. This product is specifically
designed for hedge funds, venture funds and limited investment partnerships that
face  the  complex  and  time-consuming  task  of  consistently  and  accurately
accounting for and reporting on partnership tax allocation and other activities.
The  Windows-based  system  tracks  partner-specific  information,  handles  the
complexities  of  allocating  realized and  unrealized  gains and losses for tax
purposes,  allocates  performance incentive fees, provides on-demand partner and
partnership reporting on an economic or tax allocation basis and streamlines the
production of partnership tax returns (K-1's).

     GENEVA,  introduced to target  organizations in 1995 and made  commercially
available in October 1997, is a high-end portfolio accounting system designed to
meet  the  needs of  large,  global  investment  management  organizations  with
complex,  international  accounting  requirements.  Geneva  offers  feature-rich
global accounting,  extensive reporting  (including profit and loss reporting by
strategy) and sophisticated  multicurrency  capabilities.  In addition, Geneva's
highly flexible design allows users to add newly created  financial  instruments
and tailor accounting treatments to their specific needs.

     REX,  introduced  in the  second  quarter  of 1997,  is the  Advent  Office
solution  for  reconciliation  management.  REX is  integrated  with Axys and is
designed for firms that want to electronically  reconcile their Axys information
against their  custodial  information.  REX  automates  matching and helps users
identify  exceptions,  correct  or  add  transactions  to  their  portfolios  or
communicate and track changes required by their custodian.

     ADVENT WAREHOUSE, introduced in 1998, is a data warehouse solution designed
to allow investment  professionals to readily access  investment data regardless
of how the data was created or maintained,  without impacting the performance of
their high volume transaction-based Advent Office systems. Relational technology
and data  warehousing  tools  provide an open  environment  for ad hoc  decision
support and  customized  reporting on enterprise  wide  investment  information.
Investment  professionals can take advantage of the sea of information  captured
during the investment  process to improve  client  service and gain  competitive
advantage.

MIDDLE OFFICE

     MOXY(R),  introduced  in 1995,  automates and  streamlines  the trading and
order management process.  Moxy facilitates  accurate trade order management and
preparation, tracks trade-order status, automates the allocation of block trades
across multiple portfolios and electronically interfaces with Axys to provide an
integrated solution. Moxy supports fixed income, mutual funds and equity trading
and offers  multicurrency  capabilities.  Moxy  enables  investment  managers to
accurately  adjust  portfolio  holdings,  rebalance  portfolios  against models,
interactively  assess "what-if" scenarios and automatically  create orders to be
executed.  For traders,  Moxy tracks cash and positions  during the trading day,
enables the accurate  preparation of block trades and internal  electronic trade
tickets,   facilitates  compliance  with  investment  restrictions  and  trading
requirements and minimizes  trading errors.  Moxy also allows traders and others
to view the status of orders via customizable screens and maintain an electronic
audit trail of the trade  process.  Moxy  automates  the  allocation  process of
partial and complete  executions and allows the user to send allocation  results
using OASYS,  an electronic  allocation  system,  to communicate  allocations to
brokers  electronically.  Moxy also  provides  Internet-ready  electronic  order
routing based on the industry standard FIX messaging protocol so that Moxy users
can route trades  electronically to any FIX-compliant broker or crossing network
that  supports  the Internet or other TCP/IP  connections.  Moxy  electronically
posts  allocated  trades  into Axys on demand,  eliminating  time-consuming  and
error-prone manual entry.

FRONT OFFICE

     QUBE(R), introduced in 1995, is designed to help securities professionals
develop  and improve  client  relationships  by  automating  scheduling,  client
communications  and client data.  For example,  Qube  integrates  with portfolio
information on Axys and enables investment professionals to interactively screen
client  investment  profiles and notes of conversations to identify  appropriate
candidates for various investment  opportunities.  In addition, Qube can be used
to  enhance  direct   marketing   campaigns  by  matching  clients  with  market
opportunities.  Qube captures  extensive  investment  profile  information,  has
on-line query capability,  networking  features and mail merge  capabilities and
facilitates information sharing across professionals in an office.


                                       4


     ADVENT BROWSER REPORTING FOR DECISION MAKERS,  introduced in 1998, puts the
power of data  analysis on the  portfolio  managers'  desktop via the  Internet.
Using our On-line  Analytical  Processing  tools (OLAP),  investment data can be
sliced  and  diced to  improve  the  decision  making  process.  ADVENT  BROWSER
REPORTING FOR INVESTORS,  also introduced in 1998, allows investment managers to
post Axys  reports to a secure  website  where their  clients  can access  these
reports 24 hours a day, 7 days a week.  ADVENT BROWSER  REPORTING FOR ENTERPRISE
USERS  allows  investment  professionals  the ability to access Axys from remote
locations via the Internet and run Axys reports as if they were in their office.

GRANTS MANAGEMENT

     GIFTS FOR WINDOWS(TM) is a proposal  tracking and grants  management system
that allows the user to retrieve and classify  requests,  generate  personalized
letters,  manage contacts,  schedule and monitor  activities,  maintain complete
organization history,  track payments,  contingencies and report requests.  This
software  product  is  primarily  used by the  philanthropic  community  such as
foundations,  corporations and other  organizations to manage their grant-making
activities.

MAINTENANCE SUPPORT AND DATA INTERFACES

     We earn recurring  revenues by offering a choice of  maintenance  contracts
and by providing  proprietary  interfaces to external  sources of critical data.
These interfaces allow clients to (1) download  pricing,  corporate  actions and
other  data from  third  party  vendors  such as  Interactive  Data  Corporation
(Interactive  Data), a wholly owned indirect  subsidiary of Pearson plc, and (2)
interface with DTC, certain brokerage firms and custodians for trading activity.
Many of our clients use our  proprietary  interface to  electronically  retrieve
pricing  and  other  data  from  Interactive  Data.  Interactive  Data pays us a
commission based on Interactive  Data's revenues from providing such data to our
clients.

     Our Hub Data subsidiary  consolidates  securities information and data from
various  third party  providers  such as Muller Data  Corporation,  Standard and
Poor's J.J. Kenny, a division of The McGraw-Hill Companies, Interactive Data and
others,   and  provides  data  feeds  and  services  to  a  range  of  financial
institutions via electronic interfaces to many portfolio software systems.

     Due to the mission-critical  nature of our products,  many clients purchase
annual  maintenance  contracts,  which  entitle  them to  technical  support and
product upgrades as they become  available.  We continually  upgrade and enhance
our  products  to  respond  to  changing  market  needs,   evolving   regulatory
requirements and new technologies.

INTERNET INITIATIVE

     We believe the Internet will be a low-cost  communications platform used to
integrate external information into our products,  thereby providing our clients
with straight through processing of business  information.  To take advantage of
the Internet, we have launched an Internet Initiative, developing services, both
announced and unannounced,  to bring Internet-based products and services to our
clients.  We launched REX, our first Internet  service during the second quarter
of 1997. Using the Internet, REX consolidates communication and information from
all  participating  custodians,  enabling  our  clients  to  quickly  and easily
reconcile  transactions  and  holdings  with a click of the  mouse.  Our  second
Internet-based product is Advent Browser Reporting, which we introduced in 1998.
Advent  Browser  Reporting  is a reporting  component  of Advent  Office,  which
provides  users the ability to access  Advent Office  information  through a web
browser. In May 1999, we introduced Advent Corporate Actions, an enterprise-wide
notification  service  that  automates  and  simplifies  the process of tracking
corporate actions such as mergers, spin-offs and bankruptcies.

     Additionally  we  have  added  Distance  Learning  and  Advent  Connection.
Distance Learning is Advent's online  interactive  classroom  offering education
services via the Internet.  Now our clients can  participate  in an  interactive
education  session with a certified Advent  instructor from the comfort of their
office or home.  Advent  Connection is our  client-only  website which  provides
technical information,  support, educational offerings,  discussion groups and a
software center that allows our clients to download free client reports.

     From  time to  time,  as we  begin  the  development  of new  products  and
services,  including our Internet Initiative,  we plan to continue to enter into
development agreements with information  providers,  clients, or other companies
in order to accelerate the delivery of new products and services.


                                       5


ALLIANCE PROGRAM

     Our  Alliance  Program was  launched in May 1998 and is designed to benefit
both our clients and our partners. The program provides a formal process through
which partners can develop,  promote,  and sell their  products,  services,  and
solutions in conjunction  with our suite of  applications.  Our Alliance Program
was created to further extend our breadth of product and service offerings.

PROFESSIONAL SERVICES

     Professional  services  consist of consulting,  implementation  management,
integration management, custom programming, and training. To ensure a successful
product implementation, consultants assist clients with the initial installation
of a system,  assist  in the  conversion  of the  client's  historical  data and
provide ongoing training and education.  Consulting services may be required for
as  little  as two  days  for  small  systems  or up to  many  weeks  for  large
implementations. We believe that consulting services facilitate a client's early
success  with our  products,  strengthen  the  relationship  with the client and
generate valuable feedback for us.

     Implementation  management provides a single point-of-contact who will work
closely with our client's project team to plan the  implementation,  to optimize
the use of our products,  to coordinate Advent  resources,  to advocate on their
behalf,  and to  minimize  schedule  delays  and  project  risks.  Additionally,
implementation  managers  provide  documentation  for  the  implementation  from
planning through production.

     Integration  management  provides  services  to clients  with more  complex
needs.  Integration  managers  work with the clients  during  implementation  to
integrate their systems and workflows with our products.  The services  include:
development of custom  interfaces from back-office  systems to our Axys and Moxy
products,  configuration and management of large volumes of data, and strategies
for deployment of our products for distributed sites.

     We provide our clients with custom programming services that enable clients
to tailor end-user reports to their own specifications. We also provide training
sessions to our clients at various  sites across the country.  Additionally,  we
host semi-annual conferences that provide product information and user workshops
for our clients.

CLIENTS

     Our clients  vary  significantly  in size and assets under  management  and
include investment advisors,  brokerage firms, banks, hedge funds, corporations,
public funds,  universities and non-profit  organizations.  At present,  we have
licensed  products to over 5,800  institutions  in 36 countries  for use by more
than 60,000 concurrent users.

SALES AND MARKETING

Sales

     We sell  our  products  and  services  primarily  through  a  direct  sales
organization comprised of field sales and telesales  representatives.  Our field
sales force is organized by geographic  region and is primarily  responsible for
selling our suite of  products  to  mid-sized  and large  investment  management
organizations.  We have  sales  offices  in San  Francisco,  CA,  New York,  NY,
Cambridge, MA and Melbourne,  Australia. Our telesales organization is primarily
focused on selling our products to existing Axys clients and small and mid-sized
investment management  organizations.  Our telesales representatives are located
in San Francisco, CA, New York, NY, Cambridge, MA and Melbourne,  Australia. Our
sales force is supported by extensive, ongoing product and sales training.

 Marketing

     Our marketing department is responsible for assessing market opportunities,
product  planning and management and specific sales support.  In addition to its
traditional marketing functions, our marketing organization is actively involved
in a process  called "Market  Validation."  Market  Validation  uses a system of
interaction  with  and  input  from  potential  and  existing  clients,  product
development,  sales and client  services and support  departments  to define the
scope,  features and  functionality  of new products  and product  upgrades.  In
addition,  our product managers are responsible for all phases of a product life
cycle from product  development  through product  introduction  and beyond.  Our
marketing  department is also  responsible  for corporate  marketing,  including
generating client leads, targeted direct mail campaigns, seminars,  advertising,
trade shows and conferences


                                       6


and public relations  efforts and also provides the sales force with appropriate
written and electronic materials to use during the sales process.

PRODUCT DEVELOPMENT

     In recent years, we have  substantially  increased our product  development
expenditures  in order to  accelerate  the  rate of new  product  introductions,
incorporate new technologies  and sustain the quality of our products.  In 1999,
1998, and 1997, our product  development  expenditures were approximately  $16.8
million, $12.6 million, and $9.4 million,  respectively. Our product development
activities include the  identification and validation of product  specifications
as well as engineering, quality assurance and documentation.

     Our  new  products  and  product   upgrades   require  varying  degrees  of
development time,  depending upon the complexity of the accounting  requirements
and securities  regulations  which they are intended to address,  as well as the
number and type of features incorporated. To date, we have primarily relied upon
the internal development of our products. We have in the past acquired,  and may
again in the future  acquire,  additional  technologies  or products  from third
parties or  consultants.  We intend to  continue  to support  industry  standard
operating environments, client/server architectures and network protocols.

     We may not be  successful  in  developing,  introducing  and  marketing new
products or product  enhancements  on a timely and cost effective  basis,  or at
all, and our new products and product  enhancements  may not adequately meet the
requirements  of the  marketplace  or achieve market  acceptance.  Delays in the
commencement of commercial  shipments of new products or enhancements may result
in client  dissatisfaction  and  delay or loss of  product  revenues.  If we are
unable,  for  technological  or other  reasons,  to develop  and  introduce  new
products or enhancements of existing  products in a timely manner in response to
changing  market  conditions or client  requirements,  or if new products or new
versions of existing  products do not achieve  market  acceptance,  our business
would be seriously harmed. In addition,  our ability to develop new products and
product  enhancements is dependent upon the products of other software  vendors,
including  certain  system  software  vendors,  such as  Microsoft  Corporation,
database vendors and development  tool vendors.  If the products of such vendors
have design defects or flaws,  or if such products are  unexpectedly  delayed in
their introduction, our business could be seriously harmed. Software products as
complex as those  offered by us may  contain  undetected  defects or errors when
first  introduced  or as  new  versions  are  released.  Although  we  have  not
experienced adverse effects resulting from any software errors, we cannot assure
you that,  despite testing by us and our clients,  defects or errors will not be
found in new products after commencement of commercial  shipments,  resulting in
loss of or delay in market acceptance, which could seriously harm our business.

COMPETITION

     The market for investment management software is segmented by the relative
size of the organizations that manage investment portfolios.  The market in each
segment is intensely competitive and highly fragmented,  subject to rapid change
and highly  sensitive  to new product  introductions  and  marketing  efforts by
industry participants. Our competitors include providers of software and related
services as well as providers of timeshare  services.  Competitors vary in size,
scope of services  offered and  platforms  supported.  In  addition,  we compete
indirectly with existing and potential  clients,  many of whom develop their own
software for their  particular  needs and  therefore may be reluctant to license
software products offered by independent vendors such as Advent. With respect to
the market for our portfolio accounting products, we currently compete primarily
with Shaw Data, a division of SunGard Data Systems,  Inc., Thomson Financial,  a
division  of The  Thomson  Corporation,  and  with a  number  of  other  smaller
companies.  We believe that the  principal  competitive  factors  affecting  our
market include product performance and functionality,  ease of use, scalability,
ability to integrate  external  data  sources,  product and company  reputation,
client service and support and price.  We may not compete  successfully  against
current and future competitors,  and competitive pressures could result in price
reductions, reduced operating margins or the loss of market share.

INTELLECTUAL PROPERTY AND OTHER PROPRIETARY RIGHTS

     Our success is dependent in part on our ability to protect our proprietary
technology.  We rely on a combination  of copyright and  trademark  laws,  trade
secrets,  software  security  measures,  confidentiality  agreements and license
agreements to establish and protect our proprietary rights and our software.  We
have  registered  trademarks  including  our  "Advent"  name and  logo.  We will
continue to evaluate the  registration of additional  trademarks as appropriate.
We generally enter into  confidentiality  agreements with our employees and with
our  resellers and  customers.  Despite  these  efforts,  it may be possible for
unauthorized  third  parties to copy  certain  portions  of our  products  or to
reverse engineer or otherwise obtain and use our proprietary information.  We do
not  have  any  patents,   and  existing  copyright  laws  afford  only  limited
protection.  In  addition,  we cannot be certain  that  others  will not develop
substantially   equivalent  or  superseding  proprietary  technology,   or  that
equivalent  products  will not be marketed  in


                                       7


competition with our products,  thereby substantially  reducing the value of our
proprietary rights.  Furthermore,  confidentiality agreements between us and our
employees or any license  agreements with our clients may not provide meaningful
protection of our proprietary  information in the event of any  unauthorized use
or disclosure of it. In addition,  the laws of certain  countries do not protect
our  proprietary  rights to the same extent as do the laws of the United States.
Accordingly,  we may not be able to protect  our  proprietary  software  against
unauthorized  third party  copying or use,  which could  significantly  harm our
business.

EMPLOYEES

  As of March 1,  2000,  we had 603  employees,  including  75 in sales,  109 in
professional  services,  30 in  marketing,  168 in product  development,  117 in
client services and support and 104 in finance,  administration,  operations and
general  management.  We  believe  that we  maintain  competitive  compensation,
benefits,  equity  participation  and work  environment  policies  to  assist in
attracting  and  retaining  qualified  personnel.   Our  success  depends  to  a
significant  extent upon a limited  number of members of senior  management  and
other key employees, including Stephanie DiMarco, our Chairman of the Board. The
loss of the service of one or more senior managers or other employees could have
a material  adverse  effect upon our business,  operating  results and financial
condition.  None of our employees are  represented by a labor union. We have not
experienced  any work stoppages and we consider  relations with our employees to
be good.

ITEM 2. PROPERTIES

     We lease office space in San  Francisco,  CA, New York, NY,  Millburn,  NJ,
Cambridge,  MA, and Melbourne,  Australia.  We have three separate leases in San
Francisco;  a 59,000  square foot lease on our main office that  expires in 2008
with a five-year  extension  option;  a 32,000  square foot lease in an adjacent
building that expires in 2004 with a five-year  extension  option;  and a 60,000
square foot lease that expires in 2009 with two consecutive  five-year extension
options.  This office space is directly  across the street from the main office.
These are Advent's  principal  executive  offices,  where  product  development,
marketing,  technical  support and production  are located.  Advent leases three
separate  office  spaces in New York.  We  currently  have a 12,100  square foot
lease,  expiring in April 2000.  We signed a new lease for 30,100  square  feet,
expiring in 2010, with a five-year extension option at another location near the
current space and plan to occupy the premises by April 2000.  Our third lease in
New York is a 29,000 square foot lease for MicroEdge that expires in 2008 with a
five-year extension. We have a 1000 square foot lease in New Jersey that expires
in June 2002. We have a 6,700 square foot lease in Cambridge,  MA, which expires
in 2003. In addition, there is a 5,300 square foot lease in Melbourne, Australia
that expires in 2004, with a five-year  extension  option. We believe that these
facilities are adequate for our near-term needs and that suitable  additional or
alternative space will be available as needed.

ITEM 3. LEGAL PROCEEDINGS

     From time to time we are involved in  litigation  incidental to the conduct
of our  business.  We are not party to any lawsuit or  proceeding  that,  in our
opinion, is likely to seriously harm our business.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF STOCKHOLDERS

    None.

                      Executive Officers of the Registrant

    The  following  sets  forth  certain  information  regarding  the  executive
officers of Advent as of March 6, 2000:

                  Name           Age                   Position
        ----------------------  ----   -----------------------------------------
        Stephanie G. DiMarco     42    Chairman of the Board
        Peter M. Caswell         43    President and Chief Executive Officer
        Lily S. Chang            51    Executive Vice President and Chief
                                         Technology Officer
        Irv H. Lichtenwald       44    Senior Vice President, CFO and Secretary
        Armistead D. Puryear     53    Senior Vice President, Worldwide Sales

     Ms. DiMarco  founded Advent in June 1983. She became  Chairman of the Board
in November  1995.  In addition,  she served as  President  until April 1997 and
Chief  Executive  Officer  until  November  1999.  Ms.  DiMarco  holds a B.S. in
Business Administration from the University of California at Berkeley.


                                       8


     Mr.  Caswell  joined Advent in December 1993 as Vice  President,  Sales and
Professional  Services.  In 1996,  Mr.  Caswell took on  responsibility  for our
marketing efforts and was promoted to Senior Vice President.  In April 1997, Mr.
Caswell  became  President and Chief  Operating  Officer.  In November 1999, Mr.
Caswell was promoted to President,  Chief Executive  Officer,  and member of the
Board of Directors. Prior to joining Advent, Mr. Caswell held various management
positions,  including Vice President and General Manager,  Western Region,  with
Dun & Bradstreet Software Services, Inc. and its predecessor, Management Science
America,  Inc.,  a  supplier  of  computer  software  for  finance,   marketing,
manufacturing  and human  resource  functions.  Mr.  Caswell  holds a diploma in
Management  Studies  (M.B.A.  equivalent)  and  a  Higher  National  Diploma  in
Agriculture (B.S. equivalent) from Seale Hayne College in England.

     Ms. Chang joined Advent in May 1993 as Vice President, Technology. In April
1997,  Ms. Chang was promoted to Executive  Vice  President,  Technology and was
also named Chief Technology Officer.  From July 1989 to May 1993, Ms. Chang held
various  positions,  including  Vice  President,  Strategic  Accounts  and  Vice
President of Oracle Financial Applications,  with Oracle Corporation, a software
licensing and consulting  business.  Ms. Chang holds a B.S. in Biochemistry from
Taiwan University.

     Mr.  Lichtenwald  joined Advent in March 1995 as Chief  Financial  Officer.
From  February 1984 to March 1995,  Mr.  Lichtenwald  served as Chief  Financial
Officer  of  Trinzic  Corporation,   a  computer  software  developer,  and  its
predecessor Aion Corporation.  From February 1982 to February 1984, he served as
controller of Visicorp, a computer software developer.  Mr. Lichtenwald holds an
M.B.A.  from the  University of Chicago and a B.B.A.  from Saginaw  Valley State
College. Mr. Lichtenwald is a Certified Public Accountant.

     Mr. Puryear joined Advent in December 1994 as Director of Client Sales. In
July 1998, Mr. Puryear was promoted to Senior Vice  President,  Worldwide  Sales
with responsibility for sales to Advent's client base, new business  development
and telemarketing. Before joining Advent, he was with Oracle Corporation and was
responsible for their Western Sales Telesales  organization.  Mr. Puryear has 14
years  of  software  and  technology  experience  as  well as two  years  in the
investment  management  industry with  PaineWebber,  Inc.  Prior to his business
career he was a pilot in the U.S.  Air Force and  received a Bachelor of Science
degree at the U.S. Air Force Academy in 1969.

                                     PART II

     With the exception of the information incorporated by reference to the 1999
Annual Report to Stockholders in Part II of this Form 10-K, Advent's 1999 Annual
Report to Stockholders is not deemed to be filed as part of this Form 10-K.

ITEM 5.  MARKET FOR COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     Advent  had  approximately  82  stockholders  of record  at March 6,  2000.
Because  many of our  shares  of  Common  Stock  are held by  brokers  and other
institutions  on behalf of  stockholders,  we are unable to  estimate  the total
number of stockholders  represented by these record holders.  Other  information
required by this Item is  incorporated  by reference  to the  sections  entitled
"Selected  Financial  Data  -  Price  Range  of  Common  Stock"  and  "Corporate
Information - Stock Information" in Advent's 1999 Annual Report to Stockholders.

ITEM 6.  SELECTED FINANCIAL DATA

     Other information required by this Item is incorporated by reference to the
sections  entitled  "Selected  Financial  Data -  Selected  Annual  Data"  and "
- -Selected Quarterly Data" in Advent's 1999 Annual Report to Stockholders.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

     The information required by this Item is incorporated by reference to the
section entitled  "Management's  Discussion and Analysis of Financial  Condition
and Results of Operations" in Advent's 1999 Annual Report to Stockholders.

     In addition,  we operate in a rapidly changing  environment that involves a
number of risks, some of which are beyond our control.  The following discussion
highlights some of these risks.

OUR OPERATING RESULTS FLUCTUATE SIGNIFICANTLY AND WE MAY NOT BE ABLE TO MAINTAIN
OUR EXISTING GROWTH RATES.

     Licenses into  multi-user  networked  environments  have  increased both in
individual  size and  number,  and the  timing  and size of  individual  license
transactions are becoming increasingly  important factors in quarterly operating
results.  The sales cycles for  transactions  of this size are often lengthy and
unpredictable.  We may not be successful  in closing large license  transactions
such


                                       9


as these on a timely basis or at all. Accordingly, if future revenues from large
site licenses  constitute a material portion of our net revenues,  the timing of
such licenses  could cause  additional  variability  in our quarterly  operating
results.  We typically  ship our software  products  shortly  after receipt of a
signed license agreement and initial payment and, consequently, software product
backlog  at the  beginning  of any  quarter  typically  represents  only a small
portion of that  quarter's  expected  revenues.  Our expense levels are based in
significant  part on our  expectations  of future  revenues  and  therefore  are
relatively  fixed in the short term.  Due to the fixed nature of these  expenses
combined with the relatively  high gross margin  historically  achieved by us on
products  and  services,  an  unanticipated  decline  in  net  revenues  in  any
particular  quarter is likely to  disproportionately  adversely affect operating
results.

     We have  generally  realized  lower revenues from license fees in the first
quarter of the year than in the last quarter of the prior year.  We believe that
this has been due  primarily  to the  concentration  by some  clients  of larger
capital  purchases in the fourth  quarter of the  calendar  year and their lower
purchasing  activity during the subsequent first quarter.  We believe our annual
incentive  compensation  plans,  which tend to produce increased  year-end sales
activity,  compound  this  factor.  Furthermore,  we  have  often  recognized  a
substantial portion of each quarter's license revenues in the last month of that
quarter.

     Because of the above factors,  we believe that period to period comparisons
of  our  operating  results  are  not  necessarily  meaningful  and  that  these
comparisons cannot be relied upon as indicators of future performance.

     Our stock  price has  fluctuated  significantly  since our  initial  public
offering in November  1995.  Like many  companies in the technology and emerging
growth sector, our stock price may be subject to wide fluctuations, particularly
during  times of high  market  volatility.  If net  revenues  or earnings in any
quarter fail to meet the investment community's expectations, our stock price is
likely to  decline.  In  addition,  our stock  price may be  affected by broader
market trends unrelated to our performance.

OUR SALES CYCLE IS LONG AND WE HAVE  LIMITED  ABILITY TO FORECAST THE TIMING AND
AMOUNT OF SPECIFIC SALES.

     Because the purchase of our software  products often requires  significant,
executive-level  investment  and systems  architecture  decisions by prospective
customers,  we must generally engage in a relatively lengthy sales effort. These
transactions  may be delayed during the customer  acceptance  process because we
must provide a significant level of education to prospective customers regarding
the use and benefit of our  products.  As a result,  the sales cycle  associated
with the  purchase of our software  products is  typically  between two and nine
months  depending  upon the size of the  client,  though it can be  considerably
longer,  and is  subject  to a number of  significant  risks  over which we have
little or no control,  including customers'  budgeting  constraints and internal
acceptance  procedures.  As a result of the length of our sales  cycle,  we have
limited ability to forecast the timing and amount of specific sales.  The timing
of large  individual  sales is  especially  difficult to  forecast.  Because our
expenses are generally  relatively  fixed in the near term,  any shortfall  from
anticipated  revenues  could result in  significant  variations in our operating
results from quarter to quarter.

     The  implementation of our solutions  involves a significant  commitment of
resources by customers and by us over an extended period of time. Also, the size
and complexity of any particular  implementation project can cause delays in the
sales cycle that precedes it. Any such delays could seriously harm our business.

WE DEPEND HEAVILY ON OUR PRODUCT, AXYS.

  In 1997, 1998 and 1999, we derived a substantial  majority of our net revenues
from the licensing of Axys and related products and services. In addition,  many
of our other  products,  such as Moxy,  Qube and various  data  interfaces  were
designed to operate with Axys to provide an integrated solution. As a result, we
believe that a majority of our net revenues,  at least through 2000, will depend
upon continued market  acceptance of Axys,  enhancements or upgrades to Axys and
related products and services.

WE ARE CONTINUING TO EXPAND OUR INTERNET INITIATIVE.

     To take advantage of the Internet,  we are continuing to expand an Internet
initiative  under  which  we  are  developing   services,   both  announced  and
unannounced, to bring Internet-based products and services to clients. The first
of these  services,  Rex, was launched  during the second  quarter of 1997.  The
second service,  Advent Browser Reporting,  was launched in the third quarter of
1998. As we develop new products and services under our Internet Initiative,  we
have and will continue to enter into  development  agreements  with  information
providers, clients or other companies in order to accelerate the delivery of new
products  and  services.  We may not be  successful  in  marketing  our Internet
services or in developing  other Internet  services.  Our failure to do so could
seriously harm our business.


                                       10


WE EXPECT OUR GROSS MARGIN MAY FLUCTUATE OVER TIME.

     We also expect that our gross margins may  fluctuate  from period to period
as  we  continue  to  introduce  new  recurring  revenue  products,  expand  our
professional  services  organization  and associated  revenue,  continue to hire
additional  personnel and increase  other  expenses to support our business.  We
plan our expense levels based primarily on forecasted  revenue  levels.  Because
these expenses are relatively  fixed in the short term, a fluctuation in revenue
could lead to operating results differing from expectations

WE MUST CONTINUE TO INTRODUCE NEW PRODUCTS AND PRODUCT ENHANCEMENTS.

     The market for our products is characterized by rapid technological change,
changes in customer demands and evolving industry  standards.  As a result,  our
future  success will continue to depend upon our ability to develop new products
that  address  the future  needs of our target  markets  and to respond to these
changing  standards  and  practices.  Delays in the  commencement  of commercial
shipments of new products or enhancements  may result in client  dissatisfaction
and delay or loss of product revenues.  In addition,  our ability to develop new
products  and  product  enhancements  is  dependent  upon the  products of other
software  vendors,   including  system  software  vendors,   such  as  Microsoft
Corporation,  database vendors and development tool vendors.  If the products of
these  vendors  have  design  defects  or  flaws,   or  if  these  products  are
unexpectedly  delayed in their  introduction,  our  business  could be seriously
harmed.

WE DEPEND UPON FINANCIAL MARKETS.

     The target clients for our products include a range of  organizations  that
manage investment  portfolios,  including investment advisors,  brokerage firms,
banks and hedge  funds.  In  addition,  we target  corporations,  public  funds,
universities  and  non-profit   organizations,   which  also  manage  investment
portfolios  and have many of the same needs.  The success of many of our clients
is intrinsically  linked to the health of the financial markets. We believe that
demand for our products could be  disproportionately  affected by  fluctuations,
disruptions,  instability or downturns in the financial  markets which may cause
clients and  potential  clients to exit the industry or delay,  cancel or reduce
any  planned  expenditures  for  investment   management  systems  and  software
products.

GENERAL ECONOMIC CONDITIONS MAY REDUCE OUR LICENSE REVENUES.

     We believe  that the market for large  management  software  systems may be
negatively impacted by a number of factors, including:

        o reductions in capital expenditures by large customers;

        o poor performance of major financial markets, and

        o increasing competition.

The above factors may, in turn,  give rise to a number of market trends that may
slow license revenue growth across the industry, including:

        o longer sales cycles;

        o deferral or delay of information technology projects and generally
          reduced expenditures for software; and

        o increased priced competition.

     Although we do not believe  these  factors  have  impacted  our revenues to
date, the continued presence of these factors in the market for large management
software systems could adversely affect our business and results of operations.

IF OUR RELATIONSHIP WITH INTERACTIVE DATA IS TERMINATED, OUR BUSINESS MAY BE
HARMED.

     Many  of our  clients  use  our  proprietary  interface  to  electronically
retrieve pricing and other data from Interactive Data.  Interactive Data pays us
a commission  based on their  revenues from  providing this data to our clients.
Our software  products


                                       11


have been  customized to be compatible with their system and this software would
need to be  redesigned  if  their  services  were  unavailable  for any  reason.
Termination  of our agreement with  Interactive  Data would require at least two
years notice by either us or them, or 90 days in the case of material breach. If
our  relationship  with  Interactive Data were terminated or their services were
unavailable  to our clients for any reason,  replacing  these  services could be
costly and time consuming.

WE FACE INTENSE COMPETITION.

     The market for investment  management software is intensely competitive and
highly  fragmented,  subject to rapid change and highly sensitive to new product
introductions  and marketing efforts by industry  participants.  Our competitors
include  providers  of software  and related  services as well as  providers  of
timeshare services.

     Our  competitors  vary in size,  scope of services  offered  and  platforms
supported.  In addition,  we compete  indirectly  with  existing  and  potential
clients,  many of whom develop their own software for their particular needs and
therefore may be reluctant to license  software  products offered by independent
vendors like us. Many of our  competitors  have longer  operating  histories and
greater  financial,  technical,  sales and  marketing  resources  than we do. We
cannot  guarantee that we will be able to compete  successfully  against current
and future  competitors or that  competitive  pressures will not result in price
reductions, reduced operating margins and loss of market share, any one of which
could seriously harm our business.

WE FACE CHALLENGES IN EXPANDING OUR INTERNATIONAL OPERATIONS.

     We market and sell our  products  in the  United  States  and,  to a lesser
extent,  internationally.  We have established a subsidiary located in Australia
to market and sell our  products  in  Australia.  In  addition,  during  1999 we
entered into a  distributor  relationship  with Advent  Europe,  an  independent
entity financially backed by our existing  distributor in Scandinavia.  In order
to expand our international  operations,  we would need to continue to establish
additional  facilities,  acquire  other  businesses  or  enter  into  additional
distribution  relationships  in other parts of the world.  The  expansion of our
existing  international  operations  and  entry  into  additional  international
markets will require significant  management  attention and financial resources.
We cannot be certain that our  investments in  establishing  facilities in other
countries  will produce  desired  levels of revenue.  We currently  have limited
experience  in developing  localized  versions of our products and marketing and
distributing our products internationally. In addition, international operations
are subject to other inherent risks, including:

        o The impact of recessions in economies outside the United States;

        o Greater difficulty in accounts receivable collection and longer
          collection periods;

        o Unexpected changes in regulatory requirements;

        o Difficulties in successfully adapting our products to the language and
          technology standards of other countries;

        o Difficulties and costs of staffing and managing foreign operations;

        o Reduced protection for intellectual property rights in some countries;

        o Potentially adverse tax consequences; and

        o Political and economic instability.

     Our international  revenues are generally  denominated in US dollars,  with
the exception of our  subsidiary,  Advent  Australia.  The  revenues,  expenses,
assets and  liabilities  of our  subsidiary,  Advent  Australia,  are  primarily
denominated  in  Australian  dollars.  We do not  currently  engage in  currency
hedging activities.  Although exposure to currency fluctuations to date has been
insignificant,  future  fluctuations  in currency  exchange  rates may adversely
affect  revenues  from  international  sales and the US  dollar  value of Advent
Australia's revenues, expenses, assets and liabilities.


                                       12


UNDETECTED  SOFTWARE ERRORS OR FAILURES FOUND IN NEW PRODUCTS MAY RESULT IN LOSS
OF OR DELAY IN MARKET  ACCEPTANCE OF OUR PRODUCTS THAT COULD  SERIOUSLY HARM OUR
BUSINESS.

     Our products may contain undetected software errors or failures when first
introduced or as new versions are released. Despite testing by us and by current
and  potential  customers,  errors may not be found in new products  until after
commencement of commercial shipments,  resulting in loss of or a delay in market
acceptance, which could seriously harm our business.

IF WE ARE  UNABLE TO  PROTECT  OUR  INTELLECTUAL  PROPERTY  WE MAY BE SUBJECT TO
INCREASED COMPETITION THAT COULD SERIOUSLY HARM OUR BUSINESS.

     Our success  depends  significantly  upon our  proprietary  technology.  We
currently rely on a combination of copyright and trademark laws,  trade secrets,
confidentiality procedures and contractual provisions to protect our proprietary
rights.  We seek to  protect  our  software,  documentation  and  other  written
materials  under trade  secret and  copyright  laws,  which  afford only limited
protection.  We cannot assure you that we will develop  proprietary  products or
technologies that are patentable,  that any patent, if issued,  would provide us
with any competitive  advantages or would not be challenged by third parties, or
that the patents of others will not adversely affect our ability to do business.

     Litigation  may be necessary to protect our  proprietary  technology.  This
litigation may be time-consuming  and expensive.  Despite our efforts to protect
our proprietary rights,  unauthorized parties may attempt to copy aspects of our
products  or to obtain and use  information  that we regard as  proprietary.  In
addition,  the laws of some foreign countries do not protect  proprietary rights
to as great an extent as do the laws of the United States.  We cannot assure you
that our means of protecting our proprietary rights will be adequate or that our
competitors will not  independently  develop similar  technology,  duplicate our
products  or  design  around  any  patent  that  may be  issued  to us or  other
intellectual property rights of ours.

WE FACE RISKS ASSOCIATED WITH POTENTIAL ACQUISITIONS OR DIVESTITURES.

     We may acquire or make investments in complementary companies, products or
technologies.  In addition,  we continually  evaluate the performance of all our
products  and  product  lines and may sell or  discontinue  current  products or
product lines. If we buy a company, we could have difficulty in integrating that
company's  personnel  and  operations.  In  addition,  the key  personnel of the
acquired  company  may  decide  not to work for us.  If we make  other  types of
acquisitions,  we could have difficulty in assimilating the acquired  technology
or products into our operations.  These  difficulties  could disrupt our ongoing
business,  distract our  management  and  employees  and increase our  expenses.
Furthermore,  we may have to incur debt, write-off software development costs or
other assets, incur severance liabilities, amortize expenses related to goodwill
and other  intangible  assets or issue equity  securities  to pay for any future
acquisitions.  The  issuance  of equity  securities  could  dilute our  existing
stockholders' ownership.

     In addition,  potential acquisition  candidates targeted by us may not have
audited financial  statements,  detailed financial  information or any degree of
internal  controls.  There can be no assurance  that an audit  subsequent to any
successful completion of an acquisition will not reveal matters of significance,
including  issues  regarding  revenues,  expenses,  liabilities,  contingent  or
otherwise, and intellectual property. There can be no assurance that the Company
would  be  successful  in  overcoming  these  or  any  other  significant  risks
encountered  and the failure to do so could have a material  adverse effect upon
the Company's business, operating results and financial condition.

WE MUST ATTRACT AND RETAIN QUALIFIED TECHNICAL AND SALES PERSONNEL.

     Our  continued  success  depends,  in part,  on our  ability  to  identify,
attract,  motivate and retain  qualified  technical,  sales and other personnel.
Because our future  success is  dependent  on our ability to continue to enhance
and  introduce  new products,  we are  particularly  dependent on our ability to
identify,  attract,  motivate and retain qualified  engineers with the requisite
education,  backgrounds  and  industry  experience.  Competition  for  qualified
engineers,  particularly in Northern  California and the San Francisco Bay Area,
is intense. The loss of the services of a significant number of our engineers or
sales  people  could  be  disruptive  to our  development  efforts  or  business
relationships and could seriously harm our business.


                                       13


ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     We  considered  the  provision  of  Financial   Reporting  Release  No.  48
"Disclosure of Accounting  Policies for  Derivative  Financial  Instruments  and
Derivative Commodity Instruments, and Disclosure of Quantitative and Qualitative
Information  about Market Risk  Inherent in  Derivative  Financial  Instruments,
Other  Financial  Instruments  and  Derivative  Commodity  Instruments".  We are
exposed to  financial  market  risks,  including  changes  in  foreign  currency
exchange rates and interest rates.  Much of our revenue and capital  spending is
transacted in U.S.  dollars.  However,  since the formation of Advent Australia,
Pty. Ltd., (Advent Australia) whose revenues and capital spending are transacted
in Australian dollars we have greater exposure to foreign currency fluctuations.
Results of  operations  from Advent  Australia are not material to our operating
results,  therefore,  we believe that foreign currency exchange rates should not
materially   adversely  affect  our  overall  financial  position,   results  of
operations  or cash  flows.  We believe  that the fair  value of our  investment
portfolio or related income would not be significantly  impacted by increases or
decreases  in  interest  rates  due  mainly  to  the  short-term  nature  of our
investment  portfolio.  However, a sharp increase in interest rates could have a
material  adverse  affect  on  the  fair  value  of  our  investment  portfolio.
Conversely,  sharp  declines in interest  rates could  seriously  harm  interest
earnings of our investment portfolio.

     The table below presents  principal  amounts by expected  maturity (in U.S.
dollars) and related weighted average interest rates by year of maturity for our
investment portfolio.



                                              Estimated Fair Value
                                                 at December 31,

                                                   2000         2001      Thereafter     Total
                                                                           
(in thousands)
Federal Instruments                             $ 18,450                       $ -     $ 18,450
Weighted Average Interest Rate                      5.58                                   5.58

Commercial Paper & Short-term obligations         43,320                                 43,320
Weighted Average Interest Rate                      5.65                                   5.65

Corporate Notes & Bonds                            3,000                                  3,000
Weighted Average Interest Rate                      5.25                                   5.25

Municipal Notes & Bonds                           27,300       10,285                    37,585
Weighted Average Interest Rate                      5.71         6.14                      6.46
                                            ---------------------------------------------------

Total Portfolio, excluding equity securities    $ 92,070     $ 10,285          $ -     $102,355


     At December 31, 1999,  cash, cash  equivalents  and short-term  investments
totaled  approximately  $119 million,  which is comprised of the $102 million in
our investment  portfolio  presented  above,  $13 million in other cash and cash
equivalents and $4 million in other investments.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

        (1) Financial Statements.

               The  following  financial  statements of Advent and the Report of
          Independent  Accountants  are  incorporated  by  reference  to page 36
          through 53 of Advent's 1999 Annual Report to Stockholders:

                 Consolidated Balance Sheets - December 31, 1999 and 1998

                 Consolidated Statements of Operations -Years Ended December 31,
                 1999, 1998, and 1997


                                       14


                 Consolidated Statements of Stockholders' Equity- Years Ended
                 December 31, 1999, 1998, and 1997

                 Consolidated Statements of Cash Flows- Years Ended December 31,
                 1999, 1998, and 1997

                 Notes to Consolidated Financial Statements

                 Report of Independent Accountants

        (2) Financial Statement Schedules.

               The  following  financial  statement  schedules of Advent for the
          years ended  December  31, 1999,  1998,  and 1997 are filed as part of
          this  Form  10-K  and  should  be read in  conjunction  with  Advent's
          Financial Statements.

                  Report of Independent Accountants                          S-1

                  Schedule II --- Valuation and Qualifying Accounts          S-2

               Schedules not listed above have been omitted because they are not
          applicable or are not required or because the required  information is
          included in the Financial Statements or Notes thereto.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

                None.

                                    PART III

     Certain information  required by Part III is omitted from this Form 10-K in
that  the  Registrant  will  file  a  definitive  proxy  statement  pursuant  to
Regulation  14A of the  Securities  Exchange  Act of 1934,  as  amended,  (Proxy
Statement)  not later than 120 days after the end of the fiscal year  covered by
this Form 10-K and certain  information  included therein is incorporated herein
by  reference.  Only those  sections of the Proxy  Statement  that  specifically
address  the items set forth  herein  are  incorporated  by  reference  and such
incorporation does not include,  specifically, the Performance Graph included in
such Proxy Statement.

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The  information   concerning  our  directors  required  by  this  Item  is
incorporated by reference to our Proxy Statement.

     The information  concerning our executive officers required by this Item is
incorporated by reference herein to the section of the Form 10-K in Part I, Item
4, entitled "Executive Officers of Advent."

     The information  regarding  compliance with Section 16(a) of the Securities
Exchange  Act of  1934  is to be set  forth  in our  Proxy  Statement  and  such
information is hereby incorporated by reference.

ITEM 11.  EXECUTIVE COMPENSATION

     Information required by this Item is incorporated by reference to our Proxy
Statement.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     Information required by this Item is incorporated by reference to our Proxy
Statement.


                                       15


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Information required by this Item is incorporated by reference to our Proxy
Statement.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

     (a) The  following  documents  are filed as a part of this Annual Report on
         Form 10-K:

          1.   Consolidated  Financial Statements required to be filed by Item 8
               of Form 10-K. See the list of Financial  Statements  contained in
               Item 8 of this Report.

          2.   Financial  Statement  Schedules required to be filed by Item 8 of
               Form  10-K.  See  the  list  of  Financial   Statement  Schedules
               contained in Item 8 of this Report.

          3.   Exhibits.

                    The Exhibits  listed on the  accompanying  Index to Exhibits
               immediately following the financial statement schedules are filed
               as part of, or incorporated by reference into, this Form 10-K.

                Exhibit
                Number                     Description of Document
               ---------  ------------------------------------------------------
                    3.1+  Certificate of Incorporation of Registrant.
                    3.2+  Amended and Restated Certificate of Incorporation of
                            Registrant.
                     3.3  Amended and Restated Bylaws of Registrant.
                    4.1+  Specimen Common Stock Certificate of Registrant.
                   10.1+  Form of Indemnification Agreement for Executive
                            Officers and Directors.
                  10.2++  1992 Stock Plan, as amended, and form of stock option
                            agreement.
                   10.3+  1993 Profit Sharing & Employee Savings Plan, as
                            amended.
                   10.4+  1995 Employee Stock Purchase Plan and form of
                            subscription agreement.
                   10.5+  1995 Director Option Plan and form of stock option
                            agreement.
                   10.7+  Full Service Office Lease dated April 14, 1992, as
                            amended, between Brannan Street  Properties  and
                            Advent for facilities located at 301 Brannan in  San
                            Francisco, California.
                   10.8+  Standard  Form of Lease  dated  November 6, 1992
                            between Broadway Management Company as agent for 500
                            Fifth  Avenue  Associates and  Advent for facilities
                            located  at 500  Fifth  Avenue,  New York, New York.
                   10.9+  Severance Agreement between Advent and Peter M.Caswell
                            dated December 10, 1993.
                 10.10+*  Agreement  between Advent and  Interactive  Data
                            Corporation dated January 1, 1995.
                 10.14**  Office Lease dated August 1, 1998, between SOMA
                            Partners, L.P. and Advent for facilities located at
                            301 Brannan in San Francisco, California.
                   10.15  Office  Lease dated July 22,  1999,  between 405
                            Lexington,  L.L.C.  and  Advent  for  facilities
                            located  at 666 Third Avenue in New York, New York.
                    13.1  Selected Portions of Advent Software, Inc.'s 1999
                            Annual Report to Stockholders.
                    21.1  Subsidiaries of Advent.
                    23.1  Consent of PricewaterhouseCoopers LLP, Independent
                            Accountants.
                    24.1  Power of Attorney (included on page 17 of this Form
                            10-K).
                    27.1  Financial Data Schedule.
                 ----------
                    +        Incorporated by reference to the exhibit filed with
                             Advent's registration  statement filed on Form SB-2
                             (commission  file  number  33-97912-LA),   declared
                             effective on November 15, 1995
                    ++       Incorporated  by reference  to the  exhibits  filed
                             with Advent's registration  statements file on Form
                             S-8 on May 28, 1999.
                    *        Confidential treatment requested as to certain
                             portions of this exhibit.
                    **       Incorporated by reference to Advent's Annual Report
                             on Form 10-K for the year ended December 31, 1998.

     (b) Reports on Form 8-K

         None

                                       16



                                   SIGNATURES

     Pursuant to the  requirements  of Section 13 or 15(d) of the Securities Act
of 1934,  the  registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized, on this 17th day of March, 2000.

                                        ADVENT SOFTWARE, INC.

                                        By:  /s/ Peter M. Caswell
                                             --------------------
                                                 Peter M. Caswell
                                             Chief Executive Officer,
                                              President and Director

                                POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes and appoints Peter M. Caswell and Irv H. Lichtenwald,
jointly  and  severally,  his or her  attorneys-in-fact,  each with the power of
substitution,  for him or her in any and all capacities,  to sign any amendments
to this  Form  10-K,  and to file the  same,  with  exhibits  thereto  and other
documents in connection therewith,  with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact,  or his
or her substitute or substitutes, may do or cause to be done by virtue hereof.

    Pursuant to the  requirements  of the  Securities  Exchange Act of 1934 this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.

       Signature                           Title                       Date
- -------------------------    ----------------------------------   --------------

/s/ Peter M. Caswell         Chief Executive Officer, President   March 17, 2000
- --------------------         and Director
Peter M. Caswell             (Principal Executive Officer)

/s/ Irv H. Lichtenwald       Senior Vice President, Chief         March 17, 2000
- ----------------------       Financial Officer and Secretary
Irv H. Lichtenwald           (Principal Financial Officer)


/s/ Patricia Voll            Vice President, Finance              March 17, 2000
- ------------------           (Principal Accounting Officer)
Patricia Voll

/s/ Stephanie G. DiMarco     Chairman of the Board and            March 17, 2000
- ------------------------     Director
Stephanie G. DiMarco

/s/ Frank H. Robinson        Director                             March 17, 2000
- ---------------------
Frank H. Robinson

/s/ Wendell G. Van Auken     Director                             March 17, 2000
- ------------------------
Wendell G. Van Auken

/s/ William F. Zuendt        Director                             March 17, 2000
- ---------------------
William F. Zuendt

/s/ Monte Zweben             Director                             March 17, 2000
- ----------------
Monte Zweben


                                       17




        REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULE

To the Board of Directors of Advent Software, Inc.

Our audits of the consolidated  financial  statements  referred to in our report
dated  January  21,  2000  appearing  on page 53 of the 1999  Annual  Report  to
Shareholders of Advent Software,  Inc. (which report and consolidated  financial
statements  are  incorporated  by reference in this Annual  Report on Form 10-K)
also  included  an audit of the  financial  statement  schedules  listed in Item
14(a)(2) of this Form 10-K. In our opinion,  this financial  statement  schedule
presents  fairly,  in all material  respects,  the information set forth therein
when read in conjunction with the related consolidated financial statements.

PricewaterhouseCoopers LLP

San Francisco, California
January 21, 2000,  except as to the stock split described in Note 8, as to which
the date is February 17, 2000


                                       S-1


                                                                     SCHEDULE II
                              ADVENT SOFTWARE, INC

                        VALUATION AND QUALIFYING ACCOUNTS
              for the years ended December 31, 1997, 1998, and 1999

                                    Additions
                      Balance at     Charged    Charged               Balance at
                      Beginning        To       to Other                End of
    Description       of Period      Expense    Accounts  Deductions    Period
- ------------------  ------------  ------------  --------  ---------- -----------
Allowance for
doubtful accounts:
       1997          $  235,000     $ 248,000      --     $ 218,000    $265,000
       1998          $  265,000     $ 471,000      --     $ 374,000    $362,000
       1999          $  362,000    $1,130,000      --     $ 776,000    $716,000



                                       S-2