MATHSOFT INC
8-K, 1999-01-11
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):
                                January 11, 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 January 11, 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 January 11, 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.



January  11,  1999                         By: /s/  Robert  P.  Orlando
                                               ---------------------------
                                                    Robert  P.  Orlando
                                                    Chief  Financial  Officer

<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.



January  11,  1999                         By:
                                               Robert  P.  Orlando
                                               Chief  Financial  Officer

<PAGE>


FOR  IMMEDIATE  RELEASE

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

                         MATHSOFT REPORTS RECORD PROFITS

CAMBRIDGE,  Mass.,  January  11,  1999  -  MathSoft,  Inc.  (Nasdaq: MATH) today
reported net income of approximately $1,008,000, or $0.10 per diluted share, for
its  fourth  quarter  ended  December 31, 1998. This compares with net income of
$755,000,  or  $0.08  per  diluted  share for the corresponding quarter of 1997.
Revenues for the three months ended December 31, 1998 increased 9% totaling $7.3
million  as  compared  with  revenues of $6.7 million for the three months ended
December  31,  1997.

Net  income  for  the  twelve  months  ended December 31, 1998 was approximately
$2,220,000,  or  $0.22  per  diluted  share.  This  compares  with a net loss of
$2,128,000,  or  a  loss of $0.24 per diluted share for the corresponding twelve
months  ended  December 31, 1997.  Revenues for the twelve months ended December
31,  1998  grew  15%  totaling  $24.4 million as compared with revenues of $21.2
million  for  the  twelve  months  ended  December  31,  1997.

"MathSoft  has  set  new earnings records on both a quarterly and annual basis,"
said  Charles  Digate,  president  and CEO. "We are beginning to build some real
momentum  in  electronic  commerce  and  are  looking forward to another year of
profitable  growth  in  1999."

Founded  in  1984,  MathSoft  is  the provider of the broadest line of technical
calculation  and analytical software for business and academia.  With MathSoft's
products,  users can deploy technical calculations and exploratory data analyses
across their entire organizations.   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; 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)

                                     ASSETS
                                                         UNAUDITED   AUDITED
                                                          DEC 31,    DEC 31,
                                                            1998       1997
                                                         ----------  --------
<S>                                                      <C>         <C>
CURRENT ASSETS:
      Cash, cash equivalents and short-term investments  $    5,707  $  4,134
      Accounts receivables, net . . . . . . . . . . . .       4,009     2,528
      Other receivables . . . . . . . . . . . . . . . .       1,309       944
      Inventories . . . . . . . . . . . . . . . . . . .         374       255
      Prepaid expenses. . . . . . . . . . . . . . . . .         343       234
                                                         ----------  --------
          Total current assets. . . . . . . . . . . . .      11,742     8,095
                                                         ----------  --------

PROPERTY AND EQUIPMENT, NET . . . . . . . . . . . . . .       1,262     1,549

OTHER ASSETS: . . . . . . . . . . . . . . . . . . . . .         488       168
                                                         ----------  --------

           TOTAL ASSETS . . . . . . . . . . . . . . . .  $   13,492  $  9,812
                                                         ==========  ========

               LIABILITIES AND STOCKHOLDERS' EQUITY
                                                      UNAUDITED   AUDITED
                                                       DEC 31,    DEC 31,
                                                         1998       1997
                                                      ----------  --------

CURRENT LIABILITIES. . . . . . . . . . . . . . . . .  $    7,302  $  6,225

OTHER LONG-TERM LIABILITIES. . . . . . . . . . . . .         139        92

STOCKHOLDERS' EQUITY . . . . . . . . . . . . . . . .       6,051     3,495
                                                      ----------  --------

          TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $   13,492  $  9,812
                                                      ==========  ========
</TABLE>


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

                                           THREE MONTHS ENDED   TWELVE MONTHS ENDED
                                            DEC 31,   DEC 31,   DEC 31,    DEC 31,
                                              1998      1997      1998      1997
                                            --------  --------  --------  ---------
<S>                                         <C>       <C>       <C>       <C>
REVENUES:
      Software licenses. . . . . . . . . .  $  6,348  $  5,694  $ 20,839  $ 18,040 
      Services and other . . . . . . . . .       945       975     3,608     3,184 
                                            --------  --------  --------  ---------
          Total Revenues . . . . . . . . .     7,293     6,669    24,447    21,224 
                                            --------  --------  --------  ---------

COST OF REVENUES:
      Software licenses. . . . . . . . . .       903       868     2,964     3,398 
      Services and other . . . . . . . . .       333       350     1,282     1,084 
                                            --------  --------  --------  ---------
          Total cost of revenues . . . . .     1,236     1,218     4,246     4,482 
                                            --------  --------  --------  ---------
          Gross Profit . . . . . . . . . .     6,057     5,451    20,201    16,742 
                                            --------  --------  --------  ---------

OPERATING EXPENSES:
      Sales and marketing. . . . . . . . .     2,911     2,547    10,364    10,413 
      Research and development . . . . . .     1,369     1,414     4,964     5,581 
      General and administrative . . . . .       776       739     2,712     2,909 
                                            --------  --------  --------  ---------
          Total operating expenses . . . .     5,056     4,700    18,040    18,903 
                                            --------  --------  --------  ---------

          INCOME (LOSS) FROM OPERATIONS. .     1,001       751     2,161    (2,161)

INTEREST INCOME , NET. . . . . . . . . . .        20        12        82        80 
                                            --------  --------  --------  ---------
          INCOME (LOSS) BEFORE PROVISIONS
               FOR INCOME TAXES. . . . . .     1,021       763     2,243    (2,081)

PROVISION FOR INCOME TAXES . . . . . . . .        13         8        23        47 
                                            --------  --------  --------  ---------
          NET INCOME (LOSS). . . . . . . .  $  1,008  $    755  $  2,220  $ (2,128)
                                            ========  ========  ========  =========


BASIC EARNINGS (LOSS) PER SHARE: . . . . .  $   0.11  $   0.08  $   0.24  $  (0.24)
                                            ========  ========  ========  =========


DILUTED EARNINGS (LOSS) PER SHARE: . . . .  $   0.10  $   0.08  $   0.22  $  (0.24)
                                            ========  ========  ========  =========




COMMON SHARES OUTSTANDING. . . . . . . . .     9,317     9,099     9,244     9,026 

DILUTIVE EFFECT OF STOCK OPTIONS . . . . .       549       868       883        -- 


COMMON SHARES ASSUMING DILUTION. . . . . .     9,866     9,967    10,127     9,026 
                                            ========  ========  ========  =========
</TABLE>

<PAGE>


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