MATHSOFT INC
8-K, 1998-10-13
PREPACKAGED SOFTWARE
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<PAGE>    1

                       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):
                                October 13, 1998

                                 MathSoft, Inc.
             (Exact name of Registrant as specified in its charter)



                    Massachusetts     0-020992     04-2842217
            (State or jurisdiction     (Commission     (IRS Employer
           of Incorporation)     File number)     Identification No.)


                            101 Main Street     02142
                     Cambridge, Massachusetts     (Zip Code)
                              (Address of principal
                               executive offices)

       Registrant's telephone number, including area code: (617) 577-1017

                           No change since last report
                   (Former name or former address, if changed
                               since last report)






<PAGE>
Item  5.    Other  Events.
- -------------------------

     On October 13, 1998, the Company issued a press release, a copy of which is
attached  as  Exhibit  99.1  to  this  Current  Report  on  Form  8-K.

Item  7.    Financial  Statements  and  Exhibits.
- ------------------------------------------------

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

   99.1             Press release of the Company dated October 13,  1998



<PAGE>
                                   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.

                                   MATHSOFT,  INC.



October  13,  1998                                  By:    /s/ Robert P. Orlando
                                                        ------------------------
                                          Robert  P.  Orlando
                                          Chief  Financial  Officer




<PAGE>

FOR  IMMEDIATE  RELEASE

CONTACT:
BOB  ORLANDO,  CFO
MATHSOFT,  INC.
(617)  577-1017,  x742

              MATHSOFT REPORTS FIFTH CONSECUTIVE QUARTER OF PROFITS
CAMBRIDGE,  Mass.,  October  13,  1998  -  MathSoft,  Inc.  (Nasdaq: MATH) today
reported  net  income of approximately $570,000, or $0.06 per diluted share, for
its  third  quarter  ended  September 30, 1998. This compares with net income of
$350,000,  or  $0.04  per  diluted  share for the corresponding quarter of 1997.
Revenues  for  the  three  months  ended  September 30, 1998 remained relatively
consistent  at  $6,229,000  compared  to  $6,355,000  for the three months ended
September  30,  1997.

Net  income  for  the  nine  months  ended  September 30, 1998 was approximately
$1,212,000,  or  $0.12  per  diluted  share.    This compares with a net loss of
$2,883,000,  or  $0.32 per diluted share for the corresponding nine months ended
September  30, 1997.  Revenues for the nine months ended September 30, 1998 grew
18%  totaling  $17.2  million as compared with revenues of $14.6 million for the
nine  months  ended  September  30,  1997.

"We  had a strong quarter, with the mid-September release of Mathcad 8 and great
momentum  for  our StudyWorks! line.  We look forward to a successful rollout of
Mathcad  8  overseas  in  the  fourth  quarter.    Our  business  has never been
healthier,"  said  Charles  Digate,  chairman  and  CEO.

Founded  in 1984, MathSoft is a leading provider of design and analysis software
for  technical  professionals,  business  analysts and students. The company has
more  than  one  million  users  of  its  Mathcad,  StudyWorks, S-PLUS, MathSoft
StatServer and Axum software worldwide. Users include professionals worldwide at
more  than  90%  of  the  Fortune  1,000  companies  and  over  500  government
installations, and students and faculty at over 2,000 colleges and universities.
MathSoft  product  information can be obtained via the MathSoft Store located at
http://www.mathsoft.com,  by  phone at 1-800-628-4223, by fax at 617-577-8829 or
by  mail  at  101  Main  Street,  Cambridge,  MA  02142.

Information  contained  in  this  document  which  refers  to  MathSoft's future
financial  performance represents management's best estimate at the present time
and actual results could differ materially from present estimates.  Factors that
might  cause  such  differences  include,  but  are  not  limited  to  the risks
associated  with  distribution channels; the risks associated with international
operations;  the  risks associated with acquisitions; and the ability to enhance
current  products  and  to  introduce  new products in a timely fashion.  Please
refer  to the cautionary statements appearing in MathSoft's Annual and Quarterly
Reports  and  prospectus filed with the Securities and Exchange Commission for a
discussion of these and other various factors that could cause MathSoft's actual
results  to  differ  materially  from  those  discussed  in  the forward-looking
statements.

                                       ###

Axum,  S-PLUS, Mathcad and StatServer are registered trademarks and the MathSoft
logo  and  StudyWorks  are  trademarks  of  MathSoft,  Inc.



<PAGE>

                        MATHSOFT, INC. AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                 (IN THOUSANDS)


                                     ASSETS
<TABLE>
<CAPTION>


                                                         UNAUDITED   AUDITED
                                                          SEPT 30,   DEC 31,
                                                            1998       1997
                                                         ----------  --------
<S>                                                      <C>         <C>
CURRENT ASSETS:
      Cash, cash equivalents and short-term investments  $    4,669  $  4,134
      Accounts receivables, net                               3,321     2,528
      Other receivables                                       1,332       944
      Inventories                                               212       255
      Prepaid expenses                                          409       234
                                                         ----------  --------
          Total current assets                                9,943     8,095
                                                         ----------  --------

PROPERTY AND EQUIPMENT, NET                                   1,385     1,549

OTHER ASSETS:
      Purchased technology, net                                   0        70
      Other assets                                              560        98
                                                         ----------  --------

           TOTAL ASSETS                                  $   11,888  $  9,812
                                                         ==========  ========
</TABLE>




                      LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>


                                                      UNAUDITED   AUDITED
                                                       SEPT 30,   DEC 31,
                                                         1998       1997
                                                      ----------  --------
<S>                                                   <C>         <C>
CURRENT LIABILITIES                                   $    6,639  $  6,225

OTHER LONG-TERM LIABILITIES                                  254        92

STOCKHOLDERS' EQUITY                                       4,995     3,495
                                                      ----------  --------

          TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $   11,888  $  9,812
                                                      ==========  ========
</TABLE>


<PAGE>
                        MATHSOFT, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)

<TABLE>
<CAPTION>


                                            THREE MONTHS ENDED   NINE MONTHS ENDED
                                                 SEPT 30,             SEPT 30,       SEPT 30,    SEPT 30,
                                                   1998                 1997           1998        1997
                                            -------------------  ------------------  ---------  ----------
<S>                                         <C>                  <C>                 <C>        <C>
REVENUES:
      Software licenses                     $             5,288  $            5,432  $  14,491  $  12,346 
      Services and other                                    941                 923      2,663      2,209 
                                            -------------------  ------------------  ---------  ----------
          Total Revenues                                  6,229               6,355     17,154     14,555 
                                            -------------------  ------------------  ---------  ----------

COST OF REVENUES:
      Software licenses                                     755                 985      2,061      2,530 
      Services and other                                    311                 316        949        734 
                                            -------------------  ------------------  ---------  ----------
          Total cost of revenues                          1,066               1,301      3,010      3,264 
                                            -------------------  ------------------  ---------  ----------
          Gross Profit                                    5,163               5,054     14,144     11,291 
                                            -------------------  ------------------  ---------  ----------

OPERATING EXPENSES:
      Sales and marketing                                 2,625               2,622      7,455      7,866 
      Research and development                            1,240               1,402      3,594      4,167 
      General and administrative                            733                 679      1,935      2,170 
                                            -------------------  ------------------  ---------  ----------
          Total operating expenses                        4,598               4,703     12,984     14,203 
                                            -------------------  ------------------  ---------  ----------

          INCOME (LOSS) FROM OPERATIONS                     565                 351      1,160     (2,912)

INTEREST INCOME , NET                                        15                   9         62         68 
                                            -------------------  ------------------  ---------  ----------
          INCOME (LOSS) BEFORE PROVISIONS
               FOR INCOME TAXES                             580                 360      1,222     (2,844)

PROVISION FOR INCOME TAXES                                   10                  10         10         39 
                                            -------------------  ------------------  ---------  ----------
          NET INCOME (LOSS)                 $               570  $              350  $   1,212  $  (2,883)
                                            ===================  ==================  =========  ==========


BASIC EARNINGS (LOSS) PER SHARE:            $              0.06  $             0.04  $    0.13  $   (0.32)
                                            ===================  ==================  =========  ==========


DILUTED EARNINGS (LOSS) PER SHARE:          $              0.06  $             0.04  $    0.12  $   (0.32)
                                            ===================  ==================  =========  ==========




COMMON SHARES OUTSTANDING                                 9,282               9,024      9,220      9,012 

DILUTIVE EFFECT OF STOCK OPTIONS                            657                 767        674         -- 


COMMON SHARES ASSUMING DILUTION                           9,939               9,791      9,894      9,012 
                                            ===================  ==================  =========  ==========

</TABLE>



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