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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K

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





Date of Report (Date of earliest event reported)  June 25, 1999

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


                                    QAD INC.
             (Exact name of registrant as specified in its charter)


    Delaware                      000-22823                     77-0105228
(State or Other              (Commission File No.)           (I.R.S. Employer
 Jurisdiction of                                             Identification No.)
 Incorporation)


 6450 Via Real, Carpinteria, California                          93013
- ------------------------------------------------            -------------------
  (Address of Principal Executive Offices)                     (Zip Code)


Registrant's telephone number, including area code  (805)  684-6614
                                                   --------------------------


                                       N/A
          ------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report.)

















Item 5.   Other Events

     Effective as of June 25, 1999, QAD Inc.  entered into a Second Amendment to
Credit Agreement with The First National Bank of Chicago. In the amendment,  the
Bank has  agreed  (1) to convert to a  permanent  waiver  the  temporary  waiver
relating to financial  covenant  defaults for the fiscal quarter ended April 30,
1999 granted by the Bank  pursuant to the First  Amendment  to Credit  Agreement
dated  as of June  14,  1999,  and (2) to  amend  certain  financial  covenants,
borrowing base provisions and restrictive covenants of the Credit Agreement.  In
connection  with  the  amendment,  QAD and the Bank  also  amended  the  pricing
provisions under the Credit Agreement.

Item 7.  Financial Statements and Exhibits

     The following  exhibit is filed as part of this Current Report on Form 8-K.

Exhibit No.        Description

10.1               Second Amendment to Credit Agreement between QAD Inc. and
                   The First National Bank of Chicago





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                                   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 hereunto duly authorized.

Date: August 13, 1999              QAD INC.
                                   (Registrant)



                                   By: /S/  A.J. Moyer
                                      ----------------------------------
                                        A.J. Moyer
                                        Chief Financial Officer
                                        (on behalf of registrant and as
                                        Principal Financial Officer)

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                                  EXHIBIT INDEX


Exhibit No.                Description

10.1                       Second Amendment to Credit Agreement


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