MATHSOFT INC
8-K, 1999-07-19
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:
                                  July 19, 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  July  19,  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 July 19, 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.



July  19,  1999                           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 25% REVENUE GROWTH IN 2Q99

CAMBRIDGE,  Mass.,  July 19, 1999 - MathSoft, Inc. (Nasdaq: MATH) today reported
that  revenues  for the second quarter of 1999 grew 25% to $6.5 million, up from
$5.2  million in the second quarter of 1998. During the second quarter, MathSoft
announced  the  formation of a new subsidiary, FreeScholarships.com, an Internet
venture.  Consolidated  net  income,  including  the  operating  losses  of
FreeScholarships.com, was $389,000, or $0.04 per diluted share, up 142% from the
second  quarter  of  1998.   Net  income  for  the  quarter from MathSoft's core
Mathcad  and  S-PLUS  businesses (excluding the results of FreeScholarships.com)
was  $589,000,  or  $0.06  per  diluted  share. This compares with net income of
$161,000, or $0.02 per diluted share for the second quarter of 1998, an increase
of  266%

Including  FreeScholarships.com  results,  consolidated  net  income for the six
months  ended  June  30,  1999  was  $1,026,000 or $0.10 per diluted share.  Net
income  from  the  core  businesses  for  the six months ended June 30, 1999 was
approximately  $1,226,000,  or  $0.11 per diluted share.  This compares with net
income  of $642,000, or $0.06 per diluted share for the corresponding six months
ended  June  30, 1998.  Revenues for the six months ended June 30, 1999 grew 20%
totaling  $13.1  million  as  compared  to revenues of $10.9 million for the six
months  ended  June  30,  1998.

"We  are  very  pleased  with  our  results  this quarter," said Charles Digate,
president and CEO. "We achieved new quarterly revenue records for our StudyWorks
and  S-PLUS product lines, and we made a strategic investment in an exciting new
Internet  venture  focused  on  helping  families  meet  the increasing costs of
education."

Founded  in  1984,  MathSoft  is a leading provider of technical calculation and
analytical  software  for  business and academia.  The company has more than one
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
the  MathSoft  logo  is  a  trademark  of  MathSoft,  Inc.

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

                                     ASSETS


                                                         JUNE 30,   DEC 31,
                                                           1999       1998
                                                         ---------  --------
<S>                                                      <C>        <C>

CURRENT ASSETS:
      Cash, cash equivalents and short-term investments  $   6,446  $  5,707
      Accounts receivables, net                              4,446     4,009
      Other receivables                                      1,244     1,309
      Inventories                                              255       374
      Prepaid expenses                                         693       343
                                                         ---------  --------
            Total current assets                            13,084    11,742
                                                         ---------  --------

PROPERTY AND EQUIPMENT, NET                                  1,145     1,262
                                                         ---------  --------

OTHER ASSETS                                                   431       488
                                                         ---------  --------

           TOTAL ASSETS                                  $  14,660  $ 13,492
                                                         =========  ========



                     LIABILITIES AND STOCKHOLDERS' EQUITY


                                                         JUNE 30,   DEC 31,
                                                           1999       1998
                                                         ---------  --------

CURRENT LIABILITIES                                      $   6,725  $  7,302

OTHER LONG-TERM LIABILITIES                                    140       139

STOCKHOLDERS' EQUITY                                         7,795     6,051
                                                         ---------  --------

           TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY    $  14,660  $ 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       SIX MONTHS ENDED
                                                            ---------------------  ----------------------
                                                             JUNE 30,   JUNE 30,    JUNE 30,    JUNE 30,
                                                               1999       1998        1999        1998
                                                            ----------  ---------  ----------  ----------

<S>                                                         <C>         <C>        <C>         <C>
REVENUES:
      Software licenses                                     $   5,111   $   4,284  $  10,388   $   9,203
      Services and other                                        1,418         939      2,680       1,722
                                                            ----------  ---------  ----------  ----------
          Total Revenues                                        6,529       5,223     13,068      10,925
                                                            ----------  ---------  ----------  ----------

COST OF REVENUES:
      Software licenses                                           839         599      1,644       1,306
      Services and other                                          430         342        820         638
                                                            ----------  ---------  ----------  ----------
          Total cost of revenues                                1,269         941      2,464       1,944
                                                            ----------  ---------  ----------  ----------
          Gross Profit                                          5,260       4,282     10,604       8,981
                                                            ----------  ---------  ----------  ----------

OPERATING EXPENSES:
      Sales and marketing                                       2,938       2,408      5,753       4,830
      Research and development                                  1,177       1,135      2,365       2,354
      General and administrative                                  768         601      1,504       1,202
                                                            ----------  ---------  ----------  ----------
          Total operating expenses                              4,883       4,144      9,622       8,386
                                                            ----------  ---------  ----------  ----------

          Income from Operations                                  377         138        981         595

INTEREST INCOME , NET                                              34          23         76          47
                                                            ----------  ---------  ----------  ----------

          Income Before Provisions for Income Taxes               411         161      1,058         642

PROVISION FOR INCOME TAXES                                         22           -         32           -
                                                            ----------  ---------  ----------  ----------
         Net Income                                         $     389   $     161  $   1,026   $     642
                                                            ==========  =========  ==========  ==========


BASIC EARNINGS PER SHARE:                                   $    0.04   $    0.02  $    0.11   $    0.07
                                                            ==========  =========  ==========  ==========


DILUTED EARNINGS PER SHARE:                                 $    0.04   $    0.02  $    0.10   $    0.06
                                                            ==========  =========  ==========  ==========




WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                      9,766       9,248      9,727       9,188
                                                            ==========  =========  ==========  ==========


WEIGHTED AVERAGE COMMON SHARES ASSUMING DILUTION               10,495      10,488     10,682      10,453
                                                            ==========  =========  ==========  ==========

SEGMENT INFORMATION:
Net Revenue:
  Engineering and Education Software Products Division      $   3,639   $   3,076  $   7,343   $   6,730
  Data Analysis Products Division                               2,890       2,147      5,725       4,196
                                                            ----------  ---------  ----------  ----------
    Sub total                                                   6,529       5,223     13,068      10,926
  FreeScholarships.com                                              -           -          -           -
                                                            ----------  ---------  ----------  ----------
    Total                                                       6,529       5,223     13,068      10,926
                                                            ==========  =========  ==========  ==========

Net Income:
  Engineering and Education Software Products Division            230          98        399         659
  Data Analysis Products Division                                 359          63        828         (17)
                                                            ----------  ---------  ----------  ----------
    Sub total                                                     589         161      1,226         642
  FreeScholarships.com                                           (200)          -       (200)          -
                                                            ----------  ---------  ----------  ----------
    Total                                                   $     389   $     161  $   1,026   $     642
                                                            ==========  =========  ==========  ==========

Diluted Earning Per Share:
  Engineering and Education Software Products Division and
         Data Analysis Products Division                    $    0.06   $    0.02  $    0.11   $    0.06
                                                            ==========  =========  ==========  ==========
  FreeScholarships.com                                      $   (0.02)  $       -  $   (0.02)  $       -
                                                            ==========  =========  ==========  ==========
    Total                                                   $    0.04   $    0.02  $    0.10   $    0.06
                                                            ==========  =========  ==========  ==========
</TABLE>

<PAGE>


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