UNITED STATES
                       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):    December 28, 2000


                                    QAD Inc.
               (Exact Name of Registrant as Specified in Charter)


                                    Delaware
                 (State or Other Jurisdiction of Incorporation)

         000-22823                                       77-0105228
(Commission File Number)                               (IRS Employer
                                                     Identification No.)


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


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


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          (Former Name or Former Address, if Changed Since Last Report)



Item 5.     Other Events.

         In  September   1998,   QAD  Inc.'s   board  of  directors   authorized
establishment of a stock repurchase  program under which QAD Inc. was authorized
to  repurchase  up to 2,000,000  shares of our common stock from time to time in
the open market or in privately  negotiated  transactions.  Under the repurchase
program,  QAD Inc.  repurchased 200,000 shares of common stock during the fiscal
year ended  January 31,  1999.  On December  28, 2000 QAD  commenced  additional
repurchases of up to $250,000  worth of its common stock under the program.  The
stock  purchases are expected to be completed over the next several  weeks.  QAD
had 33,561,960 shares of common stock outstanding as of November 30, 2000.

Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits.

         (a)      Financial Statements

                     None.

         (b)      Current Report on Form 8-K

                     None.

         (c)      Exhibits

                    None.



                                       2




                                    SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                    QAD INC.


Dated:  January 5, 2001             By: /s/ Kathleen M. Fisher
                                        --------------------------------
                                            Kathleen M. Fisher
                                            Chief Financial Officer