MATHSOFT INC
8-K, 2000-01-14
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:
                                January 13, 2000

                                 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 13, 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 January 13,  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.



January  13,  2000                           By:  /s/  Robert  P.  Orlando
                                                ---------------------------
                                                  Robert  P.  Orlando
                                                  Chief  Financial  Officer


<PAGE>


EXHIBIT  99.1

FOR  IMMEDIATE  RELEASE

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

                         MATHSOFT REPORTS RECORD RESULTS

CAMBRIDGE, Mass., January 13, 2000- MathSoft, Inc. (Nasdaq: MATH) today reported
net  revenues  for  the  fourth quarter ended December 31, 1999 of $8.6 million,
compared  to  net  revenues  of  $7.3  million in the fourth quarter of 1998, an
increase  of  over 17%.  Pro forma net income for the fourth quarter of 1999 was
$1.4  million or $0.13 per diluted share, excluding the results of the Company's
new  subsidiary,  FreeScholarships.com,  a business to consumer Internet venture
formed  in  June  1999.  This compares with net income of $1.0 million, or $0.10
per  diluted  share  for  the  fourth  quarter of 1998, an increase of over 34%.
Including the results of FreeScholarships.com, net income for the fourth quarter
of  1999  was  $.2  million  or  $.02  per  diluted  share.

Net  revenues  for  the twelve months ended December 31, 1999 were $28.6 million
compared  to  $24.4  million  for  the twelve months ended December 31, 1998, an
increase of 17%.  Pro forma net income for fiscal 1999 was $3.2 million or $0.31
per  diluted  share, compared to net income of $2.2 million or $0.22 per diluted
share  in  fiscal  1998, an increase of over 48%.  Pro forma fiscal 1999 results
exclude  the  results  of FreeScholarships.com.  Including these results, fiscal
1999  net  income  was  $1.5  million  or  $0.14  per  diluted  share.

"These  are  the  best  quarterly and annual results ever reported by MathSoft's
software  business,"  said  Charles Digate, president and CEO.  "Revenues in our
Data  Analysis Products Division surged 38% for the full year 1999 to contribute
43% of the company's total revenue. StudyWorks, our high school math and science
product  line,  extended its impressive track record as it grew 63% to over $2.6
million  in  revenue  for  fiscal  1999.  In addition, FreeScholarships.com made
strong progress during the quarter.  We are now testing the site in anticipation
of  a  February  launch."

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.

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.com  and  the  MathSoft  logo  are trademarks of MathSoft, Inc.


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

                                     ASSETS



                                                         DEC 31,   DEC 31,
                                                           1999      1998
                                                         --------  --------

<S>                                                      <C>       <C>
CURRENT ASSETS:
      Cash, cash equivalents and short-term investments  $  7,914  $  5,707
      Accounts receivables, net                             5,730     4,009
      Other receivables                                       909     1,309
      Inventories                                             287       374
      Prepaid expenses                                        384       343
                                                         --------  --------
            Total current assets                           15,224    11,742
                                                         --------  --------

PROPERTY AND EQUIPMENT, NET                                 1,314     1,262
                                                         --------  --------

OTHER ASSETS                                                  427       488
                                                         --------  --------

           TOTAL ASSETS                                  $ 16,965  $ 13,492
                                                         ========  ========



              LIABILITIES AND STOCKHOLDERS' EQUITY


                                                         DEC 31,   DEC 31,
                                                          1999      1998
                                                         --------  --------


CURRENT LIABILITIES                                      $  8,186  $  7,302

OTHER LONG-TERM LIABILITIES                                   148       139

STOCKHOLDERS' EQUITY                                        8,631     6,051
                                                         --------  --------

           TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY    $ 16,965  $ 13,492
                                                         ========  ========
</TABLE>


<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,
                                                       1999       1998      1999       1998
                                                     ---------  --------  ---------  --------
<S>                                                  <C>        <C>       <C>        <C>

REVENUES:
      Software licenses                              $  6,866   $  6,348  $ 22,707  $  20,839
      Services and other                                1,685        945     5,896      3,608
                                                     ---------  --------  ---------  --------
          Total Revenues                                8,551      7,293    28,603     24,447
                                                     ---------  --------  ---------  --------

COST OF REVENUES:
      Software licenses                                   974        903     3,559      2,964
      Services and other                                  511        333     1,791      1,282
                                                     ---------  --------  ---------  --------
          Total cost of revenues                        1,485      1,236     5,350      4,246
                                                     ---------  --------  ---------  --------
          Gross Profit                                  7,066      6,057    23,253     20,201
                                                     ---------  --------  ---------  --------

OPERATING EXPENSES:
      Sales and marketing                               3,838      2,911    12,798     10,364
      Research and development                          1,634      1,369     5,360      4,964
      General and administrative                        1,242        776     3,526      2,712
                                                     ---------  --------  ---------  --------
          Total operating expenses                      6,714      5,056    21,684     18,040
                                                     ---------  --------  ---------  --------

          Income from Operations                          352      1,001     1,569      2,161

INTEREST INCOME , NET                                      50         20       161         82
                                                     ---------  --------  ---------  --------

          Income Before Provisions for Income Taxes       402      1,021     1,730      2,243

PROVISION FOR INCOME TAXES                                216         13       277         23
                                                     ---------  --------  ---------  --------
         Net Income                                  $    186   $  1,008  $  1,453   $  2,220
                                                     =========  ========  =========  ========


BASIC EARNINGS PER SHARE:                            $   0.02   $   0.11  $   0.15   $   0.24
                                                     =========  ========  =========  ========


DILUTED EARNINGS PER SHARE:                          $   0.02   $   0.10  $   0.14   $   0.22
                                                     =========  ========  =========  ========




WEIGHTED AVERAGE COMMON SHARES OUTSTANDING              9,850      9,317     9,767      9,244
                                                     =========  ========  =========  ========


WEIGHTED AVERAGE COMMON SHARES ASSUMING DILUTION       10,467      9,866    10,490     10,127
                                                     =========  ========  =========  ========

SEGMENT INFORMATION:
Net Revenue:
  Engineering and Education Products Division        $  5,242   $  4,823  $ 16,366   $ 15,605
  Data Analysis Products Division                       3,309      2,470    12,237      8,842
                                                     ---------  --------  ---------  --------
    Sub total                                           8,551      7,293    28,603     24,447
  FreeScholarships.com                                      -          -         -          -
                                                     ---------  --------  ---------  --------
    Total                                               8,551      7,293    28,603     24,447
                                                     =========  ========  =========  ========

Net Income:
  Engineering and Education Products Division             986        996     1,516      1,973
  Data Analysis Products Division                         369         12     1,779        247
                                                     ---------  --------  ---------  --------
    Sub total                                           1,355      1,008     3,295      2,220
  FreeScholarships.com                                 (1,169)         -    (1,842)         -
                                                     ---------  --------  ---------  --------
    Total                                            $    186   $  1,008  $  1,453   $  2,220
                                                     =========  ========  =========  ========

Diluted Earning Per Share:
  Engineering and Education Products Division and
         Data Analysis Products Division             $   0.13   $   0.10  $   0.31   $   0.22
                                                     =========  ========  =========  ========
  FreeScholarships.com                               $  (0.11)  $      -  $  (0.18)  $      -
                                                     =========  ========  =========  ========
    Total                                            $   0.02   $   0.10  $   0.14   $   0.22
                                                     =========  ========  =========  ========
</TABLE>


<PAGE>


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