##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-Q
  þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended September 30, 2007ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number:
    000-30027
  Moldflow Corporation
 (Exact name of registrant as
    specified in its charter)
  Delaware

04-3406763(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)   492 OLD CONNECTICUT PATH, SUITE 401 FRAMINGHAM, MA
    01701
 (Address of principal executive
    offices) (Zip Code)
  508-358-5848
 (Registrants telephone
    number, including area code)
  [None]
 (Former name, former address and
    former fiscal year, if changed since last report)
  þ o
  Rule 12b-2
 o þ o
  Rule 12b-2 o þ
    Outstanding atNovember 1,Class

2007Common Stock, $0.01 par value per share

12,024,968




---



##### 



MOLDFLOW
    CORPORATION
  FORM 10-Q
 For the
    Quarter Ended September 30, 2007
  
  TABLE OF
    CONTENTS
  Page NumberPART I. FINANCIAL INFORMATIONItem 1.


Unaudited Financial Statements:Condensed Consolidated Balance Sheet as of
    September 30, 2007 and June 30, 2007


2Condensed Consolidated Statement of Income for
    the three-month periods ended September 30, 2007 and
    September 30, 2006


3Condensed Consolidated Statement of Cash Flows
    for the three-month periods ended September 30, 2007 and
    September 30, 2006


4Notes to Unaudited Condensed Consolidated
    Financial Statements


5Item 2.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


16Item 3.


Quantitative and Qualitative Disclosures About
    Market Risk


26Item 4.


Controls and Procedures


27PART II. OTHER INFORMATIONItem 1.


Legal Proceedings


28Item 1A.


Risk Factors


28Item 2.


Unregistered Sales of Equity Securities and Use
    of Proceeds


28Item 3.


Defaults Upon Senior Securities


28Item 4.


Submission of Matters to a Vote of Security
    Holders


28Item 5.


Other Information


28Item 6.


Exhibits


29Signatures


30EX-31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.EX-31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.EX-32.1 Section 1350 Certification of Chief Executive Officer.EX-32.2 Section 1350 Certification of Chief Financial Officer.   1




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##### Table of Contents



PART I.
    FINANCIAL INFORMATION
  Item 1.
    Unaudited
    Financial Statements  MOLDFLOW
    CORPORATION
  CONDENSED CONSOLIDATED BALANCE SHEET
  September 30,


June 30,2007


2007(In thousands)(Unaudited)ASSETSCurrent assets:Cash and cash equivalents

$
68,749


$
59,482Marketable securities


12,602



13,163Accounts receivable, net


10,172



11,878Prepaid expenses


6,707



6,383Other current assets


4,783



10,594Total current assets


103,013



101,500Fixed assets, net


3,356



3,137Goodwill


6,465



6,465Other assets


1,629



2,659Total assets

$
114,463


$
113,761LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
1,062


$
876Accrued expenses


8,991



11,489Deferred revenue


12,392



14,095Total current liabilities


22,445



26,460Deferred revenue


1,808



1,582Other long-term liabilities


1,617



305Total liabilities


25,870



28,347Contingencies, commitments and guarantor arrangements
    (Note 11)Stockholders equity:Common stock


126



124Treasury stock, at cost


(8,526
)


(8,018
)Additional paid-in capital


87,305



85,358Retained earnings


2,624



1,617Accumulated other comprehensive income


7,064



6,333Total stockholders equity


88,593



85,414Total liabilities and stockholders equity

$
114,463


$
113,761    2




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##### Table of Contents



MOLDFLOW
    CORPORATION
  CONDENSED CONSOLIDATED STATEMENT OF INCOME
  Three Months EndedSeptember 30,


September 30,2007


2006(In thousands, exceptper share data)(Unaudited)Revenue:Product

$
5,787


$
5,116Services


7,617



6,645Total revenue


13,404



11,761Costs and operating expenses:Cost of product revenue


397



357Cost of services revenue


1,229



1,027Research and development


2,101



1,847Selling and marketing


4,820



4,202General and administrative


3,946



3,655Total costs and operating expenses


12,493



11,088Income from continuing operations


911



673Interest income, net


1,046



783Other income (loss), net


(52
)


3Income from continuing operations before income taxes


1,905



1,459Provision for (benefit from) income taxes


373



(158
)Net income from continuing operations

$
1,532


$
1,617Net income from discontinued operations, net of income taxes
    (Note 2)






64Net loss on disposal of discontinued operations, net of income
    taxes (Note 2)


(236
)


Net income

$
1,296


$
1,681Basic net income per common share from continuing operations

$
0.13


$
0.14Basic net income per common share from discontinued operations






0.01Basic net loss per common share on the disposal of discontinued
    operations


(0.02
)


Basic net income per common share

$
0.11


$
0.15Diluted net income per common share from continuing operations

$
0.12


$
0.14Diluted net income per common share from discontinued operations






Diluted net loss per common on the disposal of discontinued
    operations


(0.02
)


Diluted net income per common share

$
0.10


$
0.14Shares used in computing net income (loss) per common share:Basic


11,876



11,164Diluted


12,330



11,613    3




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##### Table of Contents



MOLDFLOW
    CORPORATION
  CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
  Three Months EndedSeptember 30,


September 30,2007


2006(In thousands)(Unaudited)Cash flows from operating activities:Net income from continuing operations

$
1,532


$
1,617Net income from discontinued operations, net of income taxes
    (Note 2)






64Net loss on disposal of discontinued operations, net of income
    taxes (Note 2)


(236
)


Net income

$
1,296


$
1,681Adjustments to reconcile net income from continuing operations
    to net cash provided by operating activities of continuing
    operations:Depreciation of fixed assets


250



267Amortization of other intangible assets


186



219Provisions for doubtful accounts


21



48Share-based compensation


520



350Other non-cash charges or expenses


89



(2
)Excess tax benefits from shared-based compensation






(10
)Changes in operating assets and liabilities:Accounts receivable


2,056



1,578Prepaid expenses and other current assets


163



679Other assets


1,056



(75
)Accounts payable


178



(378
)Accrued expenses and other liabilities


(1,751
)


(1,375
)Deferred revenue


(2,130
)


(1,520
)Net cash provided by operating activities of continuing
    operations


2,170



1,398Net cash (used in) operating activities of discontinued
    operations


(236
)


(166
)Net cash provided by operating activities


1,934



1,232Cash flows from investing activities:Purchases of fixed assets


(380
)


(228
)Capitalization of software development costs


(64
)


(52
)Purchases of marketable securities


(3,739
)


(5,413
)Sales and maturities of marketable securities


4,300



5,743Proceeds from sale of business


6,000



Net cash provided by investing activities of continuing
    operations


6,117



50Net cash used in investing activities of discontinued operations






(31
)Net cash provided by investing activities


6,117



19Cash flows from financing activities:Proceeds from issuance of common stock


1,282



432Purchase of treasury stock


(360
)


(1,387
)Excess tax benefits from share-based compensation






10Net cash (used in) provided by financing activities


922



(945
)Effect of exchange rate changes on cash and cash equivalents


294



103Net increase in cash and cash equivalents


9,267



409Cash and cash equivalents, beginning of period


59,482



52,111Cash and cash equivalents, end of period

$
68,749


$
52,520    4




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##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS
  1.
    Basis of
    Presentation and Nature of Business    Form 10-K.
  Discontinued Operations Form 10-Q
  2.
    Discontinued
    Operations      3.
    Share-Based
    Compensation and Stock Plans  Share-Based
    Compensation:
   5




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##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
      Three Months


Three MonthsEnded


EndedSeptember 30,


September 30,2007


2006(In thousands)Cost of product revenue

$
7


$
2Cost of services revenue


12



10Research and development


110



71Selling and marketing


114



57General and administrative


277



210Share-based compensation expense before related tax effects


520



350Income tax benefit


(38
)


Net share-based compensation expense

$
482


$
350       Three Months


Three MonthsEnded


EndedSeptember 30,


September 30,2007


2006Dividend yield


0
%


0
%Expected volatility factor(1)


44.3
%


41.1
%Risk-free interest rate(2)


4.2-4.9
%


4.9
%Expected term (in years)(3)(4)


4.8



3.5-5.0     (1)
    
    Measured using a weighted average of historical daily price
    changes of the Companys stock and of peer group companies
    over the most recent period that matches the expected term of
    the option.(2)
    
    The risk-free interest rate for periods equal to the expected
    term of the share option is based on the U.S. Treasury yield in
    effect at the time of grant.(3)
    
    The expected term assumption utilized by the Company for the
    period ended September 30, 2007 is the number of years that
    it estimates that options granted to its employees will be
    outstanding prior to exercise or post-vesting cancellation. The
    Company calculated the expected term using historical exercise
    and post-vesting cancellation data related to grants made to its
    employees. 6




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##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
   (4)
    
    The expected term assumption utilized by the Company for the
    period ended September 30, 2006 is the number of years that
    the Company estimates that options will be outstanding prior to
    exercise or post-vesting cancellation. The Company elected to
    use the simplified method for estimating the expected term for
    its stock options, which qualify as plain-vanilla
    options.  Stock
    Plans
        Stock
    Options:
    Three Months EndedSeptember 30,


September 30,2007


2006Weighted Average





Weighted AverageShares


Exercise Price


Shares


Exercise PriceOutstanding at beginning of period


1,209,842


$
12.74



2,086,551


$
10.85Granted


154,683



16.13



239,207



12.03Exercised


(163,057
)


7.88



(88,482
)


4.88Canceled


(5,052
)


11.95



(210,690
)


13.23Outstanding at end of period


1,196,416


$
13.79



2,026,586


$
10.98Options exercisable at end of period


843,168


$
13.45



1,517,885


$
10.33Weighted average fair value of options granted in the period





$
7.01






$
5.18  7




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##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
    Options OutstandingWeighted





Options ExercisableAverage


Weighted





WeightedRemaining


Average





AverageContractual


Exercise





ExerciseRange of Exercise Prices

Shares


Life


Price


Shares


Price$5.01-$10.00


201,075



1.7 years


$
9.37



201,075


$
9.37$10.01-$15.00


484,575



4.8 years



11.95



333,911



11.76$15.01-$20.00


436,960



3.8 years



16.35



245,682



16.68$20.01-$25.00


60,206



2.3 years



22.03



48,900



21.97$25.01-$30.00


13,600



1.3 years



26.32



13,600



26.321,196,416



3.7 years


$
13.79



843,168


$
13.45       Restricted
    Stock:
    Three Months EndedSeptember 30,


September 30,2007


2006Weighted





WeightedAverage





AverageNumber


Grant Date


Number


Grant Dateof Shares


Fair Value


of Shares


Fair ValueNonvested at beginning of period


163,585


$
13.52



81,744


$
15.39Granted


100,457



16.05



126,069



12.05Vested


(62,919
)


13.26



(19,699
)


15.35Nonvested at end of period


201,123


$
14.87



188,114


$
13.16      8




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##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
    Restricted
    Stock Units:
  Three Months EndedSeptember 30, 2007WeightedAverageNumber

Grant Dateof Shares

Fair ValueNonvested at beginning of period


24,620


$
8.81Nonvested at end of period


24,620


$
8.81      9




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##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
  4.
    Net
    Income Per Common Share    Three Months EndedSeptember 30,


September 30,2007


2006(In thousands, exceptper share data)Net income from continuing operations

$
1,532


$
1,617Net income from discontinued operations, net of income taxes
    (Note 2)






64Net loss on disposal of discontinued operations, net of income
    taxes (Note 2)


(236
)


Net income

$
1,296


$
1,681Shares used in computing net income per common share 
    basic


11,876



11,164Effect of dilutive securities:Employee and Director Stock Options


454



449Shares used in computing net income per common share 
    diluted


12,330



11,613Basic net income per common share from continuing operations

$
0.13


$
0.14Basic net income per common share from discontinued operations






0.01Basic net loss per common share on the disposal of discontinued
    operations


(0.02
)


Basic net income per common share

$
0.11


$
0.15Diluted net income per common share from continuing operations

$
0.12


$
0.14Diluted net income per common share from discontinued operations





$
Diluted net loss per common on the disposal of discontinued
    operations


(0.02
)


Diluted net income per common share

$
0.10


$
0.14       5.
    Derivative
    Financial Instruments and Hedging Activities   10




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##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
        6.
    Acquired
    Intangible Assets      7.
    Software
    Development Costs      September 30,


June 30,2007


2007(In thousands)Gross carrying amount

$
2,613


$
2,549Less  accumulated amortization


(1,963
)


(1,844
)Net carrying amount

$
650


$
705   8.
    Comprehensive
    Income   11




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##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
    Three Months EndedSeptember 30,


September 30,2007


2006(In thousands)Net income

$
1,296


$
1,681Other comprehensive income:Increase in fair value of marketable securities, net of related
    tax effects


14



6Increase in value of financial instruments designated as hedges,
    net of related tax effects


98



58Foreign currency translation adjustment


619



98Other comprehensive income


731



162Comprehensive income

$
2,027


$
1,843   9.
    Segment
    Information      10.
    Income
    Taxes  Provision
    for Income Tax:
      Valuation
    Allowance
   12




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##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
    FASB
    Interpretation No. 48
            non-U.S. income
  Tax Audit
    Australia
       13




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##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
        11.
    Contingencies,
    Commitments and Guarantor Arrangements      12.
    Share
    Repurchase Program and Treasury Stock     14




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##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
    13.
    Recent
    Accounting Pronouncements      14.
    Subsequent
    Events   15




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##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations    Forward-Looking
    Statements
  Form 10-Q
  Form 10-K,
  Corporate
    Strategy Overview
         16




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##### Table of Contents



Discontinued
    Operations
        Critical
    Accounting Policies and Significant Judgments and
    Estimates
    Form 10-K
 17




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##### Table of Contents



Income
    Tax Accounting
          Overview
    of Results of Continuing Operations for the Three Months Ended
    September 30, 2007:
  Three Months





Three MonthsEnded


As a


Ended


As aSeptember 30,


% of


September 30,


% of2007


Revenue


2006


Revenue(In thousands, except for percentage data)Revenue

$
13,404



100
%

$
11,761



100
%Cost of revenue


1,626



12



1,384



12Operating expenses


10,867



81



9,704



82Income from continuing operations

$
911



7
%

$
673



6
%   
    Total revenue was $13.4 million and represented an increase
    of 14% from the same period of the previous year.
    Product revenue was $5.8 million and represented an
    increase of 13% from the same period of the previous year.
    Service revenue was $7.6 million and represented an
    increase of 15% from the same period of the previous year.
    Income from continuing operations was $911,000 in the
    three-month period ended September 30, 2007 compared to
    $673,000 in the same period of the previous year. 18




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##### Table of Contents




    Total net share-based compensation costs of $482,000 for the
    three-month period ended September 30, 2007 compared to
    $350,000 in the same period of the previous year.
    Operating activities of continuing operations generated
    $2.2 million of cash in the three-month period ended
    September 30, 2007, compared to $1.4 million in the
    same period of the previous year.  Results
    of Continuing Operations
    Three Months EndedSeptember 30,


September 30,2007


2006Revenue:Product


43
%


43
%Services


57



57Total revenue


100
%


100
%Costs and operating expenses:Cost of product revenue


3
%


3
%Cost of services revenue


9



9Research and development


16



16Selling and marketing


36



36General and administrative


29



31Total costs and operating expenses


93



95Income from continuing operations


7



5Interest income, net


8



7Other income, net


(1
)


1Income from continuing operations before income taxes


14



13Provision for (benefit from) income taxes


3



(1
)Net income from continuing operations


11
%


14
%   Revenue
  Three Months EndedSeptember 30,


September 30,2007


2006(In thousands)Revenue:Product

$
5,787


$
5,116Services


7,617



6,645Total

$
13,404


$
11,761    19




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##### Table of Contents



when-and-if-available
    IncreaseThree Months


(Decrease)


Three MonthsEnded


Compared to


EndedSeptember 30,


Prior Year


September 30,2007


$


%


2006(In thousands, except for percentage data)Asia/Australia:Products

$
3,696


$
863



30
%

$
2,833Services


2,929



388



15



2,541Total Asia/Australia

$
6,625


$
1,251



23
%

$
5,374% of total revenue


49
%










46
%Americas:Products

$
671


$
(309
)


(32
)%

$
980Services


1,605



31



2



1,574Total Americas

$
2,276


$
(278
)


(11
)%

$
2,554% of total revenue


17
%










22
%Europe:Products

$
1,420


$
117



9
%

$
1,303Services


3,083



553



22



2,530Total Europe

$
4,503


$
670



17
%

$
3,833% of total revenue


34
%










32
%Consolidated:Products

$
5,787


$
671



13
%

$
5,116Services


7,617



972



15



6,645Total

$
13,404


$
1,643



14
%

$
11,761% of total revenue


100
%










100
%        20




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##### Table of Contents



Cost
    of Product Revenue
  Three Months


Increase


Three MonthsEnded


Compared to


EndedSeptember 30,


Fiscal Year


September 30,2007


$


%


2006(In thousands, except for percentage data)Cost of revenue:Product

$
397


$
40



11
%

$
357As a percentage of total revenue


3
%










3
%       Cost
    of Services Revenue
  Three Months

Increase

Three MonthsEnded

Compared to

EndedSeptember 30,

Fiscal Year

September 30,2007

$

%

2006(In thousands, except for percentage data)Cost of services revenue

$
1,229


$
202



20
%

$
1,027As a percentage of total revenue


9
%










9
%       Research
    and Development
  Three Months

Increase

Three MonthsEnded

Compared to

EndedSeptember 30,

Fiscal Year

September 30,2007

$

%

2006(In thousands, except for percentage data)Research and development

$
2,101


$
254



14
%

$
1,847As a percentage of total revenue


16
%










16
%    21




---



##### Table of Contents



Selling
    and Marketing
  Three Months

Increase

Three MonthsEnded

Compared to

EndedSeptember 30,

Fiscal Year

September 30,2007

$

%

2006(In thousands, except for percentage data)Selling and marketing

$
4,820


$
618



15
%

$
4,202As a percentage of total revenue


36
%










36
%       General
    and Administrative
  Three Months

Increase

Three MonthsEnded

Compared to

EndedSeptember 30,

Fiscal Year

September 30,2007

$

%

2006(In thousands, except for percentage data)General and administrative

$
3,946


$
291



8
%

$
3,655As a percentage of total revenue


29
%










31
%       Interest
    Income, Net
      Other
    Income (loss), Net
     22




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##### Table of Contents



Income
    Taxes
        Valuation
    Allowance
    FASB
    Interpretation No. 48
            non-U.S. income
 23




---



##### Table of Contents



Tax Audit
    Australia
           24




---



##### Table of Contents



Liquidity
    and Capital Resources
  Three Months


Three MonthsEnded


EndedSeptember 30,


September 30,2007


2006(In thousands)Cash provided by operating activities of continuing operations

$
2,170


$
1,398Cash used by operating activities of discontinued operations


(236
)


(166
)Net cash provided by operating activities

$
1,934


$
1,232Cash provided by investing activities of continuing operations

$
6,117


$
50Cash used in investing activities of discontinued operations






(31
)Total cash provided by investing activities

$
6,117


$
19Total cash provided (used in) by financing activities

$
922


$
(945
)Total effect of exchange rate changes on cash and cash
    equivalents

$
294


$
103Net increase in cash and cash equivalents

$
9,267


$
409Cash and cash equivalents, beginning of period

$
59,482


$
52,111Cash and cash equivalents, end of period

$
68,749


$
52,520Marketable securities, end of period

$
12,602


$
8,113Cash, cash equivalents and marketable securities, end of period

$
81,352


$
60,633        25




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##### Table of Contents



Off-Balance
    Sheet Financing Arrangements
    Recent
    Accounting Pronouncements
      Item 3.
    Quantitative
    and Qualitative Disclosures about Market Risk  10-K
 26




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##### Table of Contents



Foreign
    Exchange and Interest Rate Risk
      Item 4.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
  Rules 13a-15 15d-15
  Changes
    in Internal Control Over Financial Reporting
   27




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##### Table of Contents



PART II.
    OTHER INFORMATION
  Item 1.
    Legal
    Proceedings    Item 1A.
    Risk
    Factors  Form 10-K,
  Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds    Maximum Number ofTotal Number of Shares


Shares that MayTotal Number


Average


Purchased as Part of


Yet be Purchasedof Shares


Price Paid


Publicly Announced


Under the PlansPeriod

Purchased


per Share


Plans or Programs


or ProgramsJuly 1 - July 31, 2007














August 1 - August 31, 2007














September 1 - September 30, 2007(1)


16,324



17.65







16,324











     1)
    
    These shares were surrendered to the Company by certain employee
    stockholder in order to satisfy individual tax withholding
    obligations upon vesting of their restricted stock.  Item 3.
    Defaults
    Upon Senior Securities    Item 4.
    Submission
    of Matters to a Vote of Securities Holders    Item 5.
    Other
    Information   28




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Item 6.
    Exhibits  Exhibits:
  ExhibitNo.3
.1

Third Amended and Restated Certificate of Incorporation of the
    Registrant (Previously filed as our exhibit to the
    Companys Quarterly Report on
    Form 10-Q
    filed with the Securities and Exchange Commission on
    May 12, 2000 and incorporated by reference thereto.)31
.1

Rule 13a-14(a)/15d-14(a)
    Certification of Chief Executive Officer. (Filed herewith.)31
.2

Rule 13a-14(a)/15d-14(a)
    Certification of Chief Financial Officer. (Filed herewith.)32
.1

Section 1350 Certification of Chief Executive Officer.(1)
    (Filed herewith.)32
.2

Section 1350 Certification of Chief Financial Officer.(1)
    (Filed herewith.)     (1)
    
    This certification shall not be deemed filed for
    purposes of Section 18 of the Securities Exchange Act of
    1934, or otherwise subject to the liability of that section, nor
    shall it be deemed incorporated by reference into any filing
    under the Securities Act of 1933 or the Securities Exchange Act
    of 1934. 29




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##### Table of Contents



SIGNATURES
    Moldflow Corporation
  By:
    /s/  A. ROLAND THOMAS   President and Chief Executive Officer
  Moldflow Corporation
  By:
    /s/  GREGORY
    W. MAGOON   Executive Vice President and Chief Financial Officer
 (Principal Financial Officer)
   30