MATHSOFT INC
8-K, 2000-10-20
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 20, 2000

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



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


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

       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 19, 2000, 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 19, 2000


<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  19,  2000                        By:  /s/  Dermot  P.  O'Grady
                                             -----------------------------
                                               Dermot  P.  O'Grady
                                               Chief  Financial  Officer


<PAGE>


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