MATHSOFT INC
8-K, 1999-11-24
PREPACKAGED SOFTWARE
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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):
                                November 23, 1999

                                 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
                            Cambridge, Massachusetts
                         (Address of principal     02142
                                                   -----
                        executive offices)     (Zip Code)

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


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

FreeScholarships.com  was incorporated in June 1999 as a wholly owned subsidiary
of  MathSoft Incorporated. Its objective is to create and leverage a high volume
destination  web  site  for  students  and  their  family members. The company's
mission  is  to  assist  families  in  meeting  the  rising  costs  of a quality
education.

In  order  to attract traffic to its content-rich web site, FreeScholarships.com
will  give  away  money  for  school  using  a variety of online mechanisms. The
company  anticipates  that  these  mechanisms  will  encourage  repeat  traffic.
FreeScholarships.com  plans  to  generate  revenue  from  a  variety of sources,
including  sponsorships,  commerce  and  advertising.

Prior  to  becoming  cash  flow  positive,  this  new  venture  will  require  a
significant amount of cash to fund its marketing, development and infrastructure
costs.  MathSoft  has  invested  $3.0  million  in  FreeScholarships.com  in  a
Convertible Preferred Series "A" security and currently anticipates investing an
additional  $2.0  million.  Management for MathSoft and FreeScholarships.com are
exploring  a variety of approaches for meeting FreeScholarships.com's cash needs
beyond  this  first  $5.0  million  of  investment.


<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.



November  23,  1999                   By: /s/  Robert  P.  Orlando
                                          ---------------------------
                                          Robert  P.  Orlando
                                          Chief  Financial  Officer


<PAGE>


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