MATHSOFT INC
8-K, 1999-10-21
PREPACKAGED SOFTWARE
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                                  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:
                                October 18, 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                        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 18, 1999, 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 18, 1999

<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  18,  1999                       By:    /s/  Robert  P.  Orlando
                                               -------------------------
                                               Robert  P.  Orlando
                                               Chief  Financial  Officer


FOR  IMMEDIATE  RELEASE

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

            MATHSOFT REPORTS 12% REVENUE GROWTH IN THE THIRD QUARTER

CAMBRIDGE,  Mass.,  October  18,  1999  -  MathSoft,  Inc.  (Nasdaq: MATH) today
reported  that  revenues for the third quarter of 1999 grew 12% to $7.0 million,
up  from  $6.2  million in the third quarter of 1998. During the second quarter,
MathSoft  announced  the  formation of a new subsidiary, FreeScholarships.com, a
business  to  consumer  Internet  venture.  Net  income, including the operating
losses of FreeScholarships.com, was $241,000, or $0.02 per diluted share for the
quarter.  Net  income  for the quarter from MathSoft's core software and service
businesses  (excluding  the  results  of  FreeScholarships.com) was $714,000, or
$0.07 per diluted share. This compares with net income of $570,000, or $0.06 per
diluted  share  for  the  third  quarter  of 1998, a net income increase of 25%.

Including  FreeScholarships.com  results,  net  income for the nine months ended
September  30,  1999 was $1,267,000 or $0.12 per diluted share.  Net income from
the  core  businesses  for  the  nine  months  ended  September  30,  1999  was
approximately  $1,940,000,  or  $0.18 per diluted share.  This compares with net
income  of  $1,212,000,  or  $0.12  per diluted share for the corresponding nine
months  in  1998,  an  increase  of  60%.  Revenues  for  the  nine months ended
September  30,  1999  grew  17%  to $20 million as compared to revenues of $17.1
million  for  the  nine  months  ended  September  30,  1998.

"We are quite pleased with the operating results from our core businesses," said
Charles  Digate,  president  and  CEO.  "The Data Analysis Products Division had
record  revenues for the quarter, resulting in 47% growth over the third quarter
in  1998.  The Engineering and Education Products Division also performed better
than  we  had  expected.  In  addition, our new educational Internet initiative,
FreeScholarships.com,  made  tremendous  progress  towards  its  public  launch
targeted  for  the  first  quarter  of  2000."

Founded  in  1984,  MathSoft  is a leading provider of technical calculation and
analytical  software  for  business and academia.  The company has more than one
and a half million users of its Mathcad, StudyWorks, S-PLUS, 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.

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; the risks associated with
investments  in  new  products  and  services 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, StatServer, StudyWorks and Mathcad are registered trademarks, and
FreeScholarships  and  the  MathSoft  logo  are  trademarks  of  MathSoft,  Inc.

<PAGE>
<TABLE>
<CAPTION>
                         MATHSOFT, INC. AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                 (IN THOUSANDS)
                                   (UNAUDITED)

                             ASSETS
                                                         SEPT 30, DEC 31,
                                                           1999    1998
                                                         -------  -------

<S>                                                      <C>      <C>
CURRENT ASSETS:
      Cash, cash equivalents and short-term investments  $ 6,489  $ 5,707
      Accounts receivables, net                            4,938    4,009
      Other receivables                                    1,397    1,309
      Inventories                                            171      374
      Prepaid expenses                                       731      343
                                                         -------  -------
            Total current assets                          13,726   11,742
                                                         -------  -------

PROPERTY AND EQUIPMENT, NET                                1,110    1,262
                                                         -------  -------

OTHER ASSETS                                                 441      488
                                                         -------  -------

           TOTAL ASSETS                                  $15,277  $13,492
                                                         =======  =======

               LIABILITIES AND STOCKHOLDERS' EQUITY

                                                       SEPT 30,  DEC 31,
                                                        1999      1998
                                                       -------  -------

CURRENT LIABILITIES                                    $ 7,071  $ 7,302

OTHER LONG-TERM LIABILITIES                                 78      139

STOCKHOLDERS' EQUITY                                     8,128    6,051
                                                       -------  -------

           TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $15,277  $13,492
                                                       =======  =======
</TABLE>

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


                                                           THREE MONTHS ENDED   NINE MONTHS ENDED
                                                            SEPT 30,  SEPT 30,  SEPT 30,  SEPT 30,
                                                              1999     1998      1999      1998
                                                            --------  -------  --------  --------
<S>                                                         <C>       <C>      <C>       <C>
REVENUES:
      Software licenses                                     $ 5,455   $5,288   $15,842    14,491
      Services and other                                      1,530      941     4,211     2,663
                                                            --------  -------  --------  --------
          Total Revenues                                      6,985    6,229    20,053    17,154
                                                            --------  -------  --------  --------

COST OF REVENUES:
      Software licenses                                         943      755     2,587     2,060
      Services and other                                        460      311     1,279       950
                                                            --------  -------  --------  --------
          Total cost of revenues                              1,403    1,066     3,866     3,010
                                                            --------  -------  --------  --------
          Gross Profit                                        5,582    5,163    16,187    14,144
                                                            --------  -------  --------  --------

OPERATING EXPENSES:
      Sales and marketing                                     3,206    2,625     8,960     7,454
      Research and development                                1,361    1,240     3,726     3,594
      General and administrative                                781      733     2,284     1,936
                                                            --------  -------  --------  --------
          Total operating expenses                            5,348    4,598    14,970    12,984
                                                            --------  -------  --------  --------

          Income from Operations                                234      565     1,217     1,160

INTEREST INCOME , NET                                            35       15       111        62
                                                            --------  -------  --------  --------

          Income Before Provisions for Income Taxes             269      580     1,328     1,222

PROVISION FOR INCOME TAXES                                       28       10        61        10
                                                            --------  -------  --------  --------
         Net Income                                         $   241   $  570   $ 1,267   $ 1,212
                                                            ========  =======  ========  ========


BASIC EARNINGS PER SHARE:                                   $  0.02   $ 0.06   $  0.13   $  0.13
                                                            ========  =======  ========  ========


DILUTED EARNINGS PER SHARE:                                 $  0.02   $ 0.06   $  0.12   $  0.12
                                                            ========  =======  ========  ========


WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                    9,776    9,282     9,743     9,220
                                                            ========  =======  ========  ========


WEIGHTED AVERAGE COMMON SHARES ASSUMING DILUTION             10,129    9,939    10,498     9,894
                                                            ========  =======  ========  ========

SEGMENT INFORMATION:
Net Revenue:
  Engineering and Education Products Division               $ 3,783   $4,052   $11,126   $10,781
  Data Analysis Products Division                             3,202    2,177     8,927     6,373
                                                            --------  -------  --------  --------
    Sub total                                                 6,985    6,229    20,053    17,154
  FreeScholarships.com                                            -        -         -         -
                                                            --------  -------  --------  --------
    Total                                                     6,985    6,229    20,053    17,154
                                                            ========  =======  ========  ========

Net Income:
  Engineering and Education Products Division                   205      712       602     1,372
  Data Analysis Products Division                               509     (142)    1,338      (160)
                                                            --------  -------  --------  --------
    Sub total                                                   714      570     1,940     1,212
  FreeScholarships.com                                         (473)       -      (673)        -
                                                            --------  -------  --------  --------
    Total                                                   $   241   $  570   $ 1,267   $ 1,212
                                                            ========  =======  ========  ========

Diluted Earning Per Share:
  Engineering and Education Products Division and
         Data Analysis Products Division                    $  0.07   $ 0.06   $  0.18   $  0.12
                                                            ========  =======  ========  ========
  FreeScholarships.com                                      $ (0.05)  $    -   $ (0.06)  $     -
                                                            ========  =======  ========  ========
    Total                                                   $  0.02   $ 0.06   $  0.12   $  0.12
                                                            ========  =======  ========  ========
</TABLE>

<PAGE>


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