MATHSOFT INC
8-K, 2000-05-19
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:
                                  May 18, 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  May 18, 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.


Exhibit No.                      Exhibit
- -----------                      -------

99.1         Press  release  of  the  Company  dated  May 18, 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.



May  18,  2000                           By: /s/  Dermot  P.  O'Grady
                                             ---------------------------
                                             Dermot  P.  O'Grady
                                             Chief  Financial  Officer

<PAGE>


For  Immediate  Release

Contact:  Dermot  O'Grady
          MathSoft,  Inc.
          (617) 577-1017 x 821


                           MATHSOFT ANNOUNCES NEW CFO

CAMBRIDGE, Mass., May 18, 2000--MathSoft, Inc. (Nasdaq:MATH) today announced the
appointment  and  promotion  of  Dermot O'Grady as Vice President of Finance and
Administration,  Chief  Financial Officer and Treasurer. O'Grady will also serve
in  these  same  capacities  for  FreeScholarships.com,  MathSoft's new Internet
venture.

O'Grady  joined  MathSoft  as Corporate Controller in January 2000. From 1991 to
1999,  Mr.  O'Grady  held  senior financial positions in both the healthcare and
high  tech  industries. The most recent position, prior to joining MathSoft, was
Chief  Financial  Officer  of  InLight,  Inc,  a  venture-  backed  interactive
multimedia  patient  education software company in Evanston, Illinois. From 1987
to  1991,  he  was  a  certified  public  accountant  with the firm now known as
PricewaterhouseCoopers.

O'Grady  succeeds  Robert Orlando who, after over eight years with MathSoft, has
left  to  become  Chief Financial Officer of Virtual Ink, Corp., a Boston based,
venture  funded  Internet  appliance  company.

About  MathSoft,  Inc  and  FreeScholarships.com,  Inc

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(R), StudyWorks(R), S-PLUS(R), StatServer(R)
and  Axum(R)  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.
FreeScholarships.com,  Inc.  (www.freescholarships.com)  helps  families  and
students  meet  the  rising  costs  of  education  by awarding money for school.
Axum,  S-Plus, StatServer, StudyWorks and Mathcad are registered trademarks, and
FreeScholarships.com  and  the  MathSoft  logo  are trademarks of MathSoft, Inc.

(C)   2000  MathSoft  Inc.  All  rights  reserved.


<PAGE>


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