SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549-1004

                                    FORM 10-Q


                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001

                        COMMISSION FILE NUMBER 0-020992
                                               --------

                                 MATHSOFT, INC.
                      (NOW D/B/A/ INSIGHTFUL CORPORATION)
                      -----------------------------------
             (Exact name of registrant as specified in its charter)

         MASSACHUSETTS                                 04-2842217
-----------------------------             -------------------------------------
  (State or other jurisdiction           (I.R.S. Employer Identification Number)
of incorporation or organization)

                      1700 WESTLAKE AVENUE NORTH, SUITE 500
                         SEATTLE, WASHINGTON 98109-3044
   (Address, including zip code, of registrant's principal executive offices)

                                 (206) 283-8802
                                 --------------
               (Registrant's telephone number including area code)

                 101 MAIN STREET, CAMBRIDGE, MASSACHUSETTS 02142
                 (Former address, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12  months  (or  for such shorter period that the registrant was
required  to  file  such  reports),  and  (2)  has  been  subject to such filing
requirements  for  at  least  the  past  90  days.
YES  X     NO
    ---       ---


As  of  April  30,  2001, there were 10,727,687 shares of Common Stock, $.01 par
value  per  share  outstanding.


<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES
                          D/B/A INSIGHTFUL CORPORATION

                                    FORM 10-Q

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001

                                TABLE OF CONTENTS


                                                                            PAGE
                                                                            ----


PART  I.  FINANCIAL  INFORMATION:

     Item  1.  Consolidated  Condensed  Financial  Statements

          -    Consolidated  Condensed  Balance  Sheets  as  of
                   March  31,  2001  and  December  31, 2000                   3

          -    Consolidated  Condensed  Statements  of  Income  for  the
                   Three Months Ended March 31, 2001 and 2000                  4

          -    Consolidated Condensed Statements of Cash Flows  for  the
                   Three Months Ended March 31, 2001 and 2000                  5

          -    Notes to Consolidated Condensed Financial Statements            6

     Item 2.  Management's Discussion and Analysis of Financial
               Condition  and  Results  of  Operations                         9

               Cautionary  Statements                                         11

     Item 3.  Quantitative and Qualitative Disclosures about Market
                Risk                                                          13


PART  II.  OTHER  INFORMATION:

     Item  5.  Correction                                                     14

     Item  6.  Exhibits  and  Reports  on  Form  8-K                          15

SIGNATURES                                                                    16


                                      -2-
<PAGE>
<TABLE>
<CAPTION>
                                PART I. FINANCIAL INFORMATION:

Item  1.  Consolidated  Condensed  Financial  Statements

MATHSOFT  INC.  AND  SUBSIDIARIES  D/B/A  INSIGHTFUL  CORPORATION

Consolidated  Condensed  Balance Sheets

ASSETS

                                                                                MARCH 31,     DECEMBER 31,
                                                                                  2001            2000
                                                                               (Unaudited)
<S>                                                                           <C>            <C>
Current Assets:
  Cash and cash equivalents                                                   $  9,895,644   $   3,745,112
  Accounts receivable, less reserves of $472,031 and $381,750, respectively      2,499,233       3,018,860
  Other receivables                                                                977,846         959,650
  Inventories                                                                       24,393          70,380
  Prepaid expenses                                                                 667,569         126,993
                                                                              -------------  --------------

      Total current assets                                                      14,064,685       7,920,995
                                                                              -------------  --------------

Property and Equipment, at cost:
  Computer equipment and software                                                2,834,362       2,639,896
  Furniture and fixtures                                                           386,293         391,486
  Property and equipment under capital lease                                       478,165         478,165
  Leasehold improvements                                                            90,161          90,161
                                                                              -------------  --------------

                                                                                 3,788,981       3,599,708

  Less-Accumulated depreciation and amortization                                 2,651,722       2,507,000
                                                                              -------------  --------------

                                                                                 1,137,259       1,092,708

Net Assets of Discontinued Operations                                                    -       1,290,570

Other Assets                                                                       267,198         201,688
                                                                              -------------  --------------

                                                                              $ 15,469,142   $  10,505,961
                                                                              =============  ==============
LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Current portion of capital lease obligations and equipment financings       $    153,723   $     149,911
  Accounts payable                                                               1,583,002       1,179,711
  Accrued expenses and other current liabilities                                 4,026,412       2,220,413
  Deferred revenue                                                               2,755,699       3,042,461
                                                                              -------------  --------------

      Total current liabilities                                                  8,518,836       6,592,496
                                                                              -------------  --------------

Capital Lease Obligations and Equipment Financings, less current portion            28,050          38,798
                                                                              -------------  --------------

Commitments

Stockholders' Equity:
  Preferred stock, $0.01 par value-
      Authorized-1,000,000 shares
      Issued and outstanding-none                                                        -               -
  Common stock, $0.01 par value-
      Authorized-20,000,000 shares
      Issued and outstanding-10,728,868 and 10,695,895 shares,
        respectively                                                               107,289         106,959
  Additional paid-in capital                                                    32,573,958      32,524,604
  Accumulated deficit                                                          (25,282,781)    (28,213,510)
  Subscription receivable                                                         (550,000)       (550,000)
  Cumulative translation adjustment                                                 73,790           6,614
                                                                              -------------  --------------

       Total stockholders' equity                                                6,922,256       3,874,667
                                                                              -------------  --------------

                                                                              $ 15,469,142   $  10,505,961
                                                                              =============  ==============

The accompanying notes are an integral part of these consolidated condensed financial statements.
</TABLE>


                                      -3-
<PAGE>
<TABLE>
<CAPTION>
MATHSOFT  INC.  AND  SUBSIDIARIES  D/B/A  INSIGHTFUL  CORPORATION

Consolidated  Condensed  Statements  of  Operations
(Unaudited)


                                                                       THREE MONTHS ENDED
                                                                            MARCH 31,
                                                                       2001          2000
<S>                                                                <C>            <C>

Revenues:
  Software licenses                                                $  3,098,839   $  2,901,675
  Professional services                                               1,005,582        635,101
                                                                   -------------  -------------

        Total revenues                                                4,104,421      3,536,776
                                                                   -------------  -------------

Cost of Revenues:
  Software licenses                                                     482,814        568,455
  Professional services                                                 845,061        384,837
                                                                   -------------  -------------

        Total cost of revenues                                        1,327,875        953,292
                                                                   -------------  -------------

        Gross profit                                                  2,776,546      2,583,484
                                                                   -------------  -------------

Operating Expenses:
  Sales and marketing                                                 1,342,546      1,147,144

  Research and development-Gross                                      1,895,019      1,743,758
  Less-Funded research                                               (1,356,000)    (1,305,000)
                                                                   -------------  -------------

        Research and development, net                                   539,019        438,758

General and administrative                                              811,404        628,428
                                                                   -------------  -------------

        Total operating expenses                                      2,692,969      2,214,330
                                                                   -------------  -------------

        Income from continuing operations                                83,577        369,154

Interest and Other Income                                               107,469         66,213

Interest Expense                                                          5,984         10,839
                                                                   -------------  -------------

        Income before provision for income taxes                        185,062        424,528

Provision for Income Taxes                                                9,585              -
                                                                   -------------  -------------

        Income from continuing operations                               175,477        424,528

Discontinued Operations:
  Loss from discontinued operations, net of applicable income
  taxes                                                                (737,411)    (2,041,427)

  Gain on disposal of discontinued operations, net of applicable
  income taxes                                                        3,492,663              -
                                                                   -------------  -------------

        Net income (loss)                                          $  2,930,729   $ (1,616,899)
                                                                   =============  =============

Basic Net Income per Share-Continuing operations                   $       0.02   $       0.04
                                                                   =============  =============
Diluted Net Income per Share-Continuing operations                 $       0.02   $       0.04
                                                                   =============  =============

Basic Net Income (Loss) per Share-Discontinued operations          $       0.26   $      (0.20)
                                                                   =============  =============
Diluted Net Income (Loss) per Share-Discontinued operations        $       0.25   $      (0.20)
                                                                   =============  =============

Basic Net Income (Loss) per Share                                  $       0.28   $      (0.16)
                                                                   =============  =============
Diluted Net Income (Loss) per Share                                $       0.27   $      (0.16)
                                                                   =============  =============

Weighted Average Number of Common Shares Outstanding                 10,706,586     10,065,767
                                                                   =============  =============
Weighted Average Common Shares Outstanding Assuming
Dilution                                                             10,818,538     11,712,833
                                                                   =============  =============

The accompanying notes are an integral part of these consolidated condensed financial statements.
</TABLE>


                                      -4-
<PAGE>
<TABLE>
<CAPTION>
MATHSOFT  INC.  AND  SUBSIDIARIES  D/B/A  INSIGHTFUL  CORPORATION

Consolidated  Condensed  Statements  of  Cash  Flows
(Unaudited)


                                                                        THREE MONTHS ENDED
                                                                             MARCH 31,
                                                                        2001         2000
<S>                                                                <C>            <C>

Cash Flows from Operating Activities:
  Net income (loss)                                                $  2,930,729   $ (1,616,899)
  Less-Net Income (loss) from discontinued operations                 2,755,252     (2,041,427)
                                                                   -------------  -------------

       Net income from continuing operations                            175,477        424,528

Adjustments to reconcile net income from continuing
  operations to net cash provided by operating activities-
    Depreciation and amortization                                       167,646         88,397
    Currency translation adjustment                                      67,176         17,611
    Changes in current assets and liabilities
      Accounts and other receivables                                    501,431       (876,388)
      Inventories                                                        45,987         28,111
      Prepaid expenses                                                 (540,576)      (151,462)
      Accounts payable                                                  403,291        300,890
      Accrued expenses and other current liabilities                   (339,926)      (180,574)
      Deferred revenue                                                 (286,762)       156,704
                                                                   -------------  -------------

      Net cash provided by (used in) continuing operating
      activities                                                        193,744       (192,183)
                                                                   -------------  -------------

Cash Flows from Investing Activities:
  Purchases of property and equipment                                  (212,197)      (283,259)
  (Increase) Decrease in other assets                                   (65,510)        16,933
                                                                   -------------  -------------

      Net cash used in investing activities                            (277,707)      (266,326)
                                                                   -------------  -------------

Cash Flows from Financing Activities:
  Payments on capital lease obligations and equipment
    financing                                                            (6,936)       (55,371)
  Borrowings on capital lease obligations and equipment
    financing                                                                 -        104,495
  Proceeds from exercise of stock options, and Employee Stock
    Purchase Plan                                                        49,684        662,674
                                                                   -------------  -------------

      Net cash provided by financing activities                          42,748        711,798
                                                                   -------------  -------------

      Net cash provided by (used in) discontinued operations          6,191,747     (2,026,373)
                                                                   -------------  -------------

Net Increase (Decrease) in Cash and Cash Equivalents                  6,150,532     (1,773,084)

Cash and Cash Equivalents, beginning of period                        3,745,112      7,213,035
                                                                   -------------  -------------

Cash and Cash Equivalents, end of period  (X)                      $  9,895,644   $  5,439,951
                                                                   =============  =============

Supplemental Disclosure of Cash Flow Information:
  Cash paid during the period for-
    Interest                                                       $      5,984   $     10,839
                                                                   =============  =============
    Income taxes                                                   $      9,585   $          -
                                                                   =============  =============

<FN>
(X)  End  of  period  cash and cash equivalents as of March 31, 2000 is $928,569 less than the
     ending cash previously reported for the same  period  last year as this amount relates to
     discontinued operations and  is  included  in  net  assets  of  discontinued  operations.
</TABLE>

The  accompanying  notes  are  an  integral part of these consolidated condensed
financial  statements.


                                      -5-
<PAGE>
MATHSOFT  INC.  AND  SUBSIDIARIES  D/B/A  INSIGHTFUL  CORPORATION

Notes  to  Consolidated  Condensed  Financial  Statements
(Unaudited)


(1)  BASIS  OF  PRESENTATION

     The  accompanying  unaudited  consolidated  financial  statements have been
     prepared  by  MathSoft,  Inc.  (currently  doing  business  as  Insightful
     Corporation,  the  "Company")  pursuant to the rules and regulations of the
     Securities  and  Exchange Commission regarding interim financial reporting.
     Accordingly,  they  do  not  include  all  of the information and footnotes
     required by generally accepted accounting principles for complete financial
     statements  and  should  be  read  in  conjunction  with  the  consolidated
     financial  statements  and notes thereto for the fiscal year ended December
     31,  2000.  The  accompanying  consolidated  condensed financial statements
     reflect  all  adjustments  (consisting  solely  of  normal,  recurring
     adjustments)  which are, in the opinion of management, necessary for a fair
     presentation  of  results for the interim periods presented. The results of
     operations  for  the  three-month  period  ended  March  31,  2001  are not
     necessarily  indicative  of  the results to be expected for the full fiscal
     year.

(2)  CONTINUING  OPERATIONS

     The  Company's  continuing  operations  and  primary  focus  are to provide
     software  and  consulting  solutions for statistical analysis, data mining,
     and  analytic  applications  for  all  functions across the enterprise. The
     Company's  principal location has shifted to Seattle, Washington, where the
     Data  Analysis  Products  Division  (DAPD)  is  located.  This business was
     acquired  by  the  Company  in  June  1993  through  the  acquisition  of
     substantially  all  the  assets of Statistical Sciences, Inc. The Company's
     current  solutions  facilitate  mining,  analyzing, viewing, and predicting
     critical  information  for  faster,  intelligent  and  efficient management
     decisions.

(3)  DISCONTINUED  OPERATIONS

     On  June 1, 1999, the Company incorporated FreeScholarships.com, Inc. (FSC)
     as  a  wholly  owned  subsidiary. FSC was originated as an Internet company
     which  provided  information  and  assistance  to  a  broad consumer market
     focused  on  funding  the  costs  of  education.

     During  the  third  quarter of 2000, the Company discontinued operations of
     FSC,  which  began  web-based operations in February 2000. Operating losses
     from  the discontinued operations for FSC were approximately $2,556,000 for
     the  three  months  ended  March  31,  2000.

     In  October  2000,  the  Company  signed  a  letter  of  intent to sell the
     operations  of  the  Company's  Engineering and Education Products Division
     (EEPD)  to a third party. Consistent with this letter of intent, on January
     23, 2001, the Company sold all of the outstanding stock of its wholly-owned
     subsidiary,  Mathsoft  Engineering  &  Education,  Inc. (MEEI), to Mathsoft
     Corporate  Holdings,  Inc. As a result of this transaction, the Company has
     recorded the operations of EEPD as discontinued operations beginning in the
     forth  quarter of 2000, which is reflected in the accompanying consolidated
     condensed  financial  statements.  The  net  gain  of  $3,492,663  for  the
     disposition  of  EEPD  is  presented  in  the  accompanying  consolidated
     statements  of  operations as a gain on disposal of discontinued operations
     for  the  three  months ended March 31, 2001. The estimated gain previously
     reported  ranged  between  $3.5  and  $4.0  million.

     The  operating loss for EEPD totaling $737,411 for the 23 day period ending
     January  23,  2001 is presented in the accompanying consolidated statements
     of  operations  as  a  loss  from  discontinued operations during the first
     quarter  of  2001.

     The  results  of  FSC  and  EEPD  are  presented  on  a  net  basis  in the
     accompanying  consolidated  statements  of  operations for the three months
     ended  March  31,  2000  as  a  loss  from discontinued operations totaling
     $2,041,427. FSC generated a loss of $2,556,000 and EEPD income of $514,573.

     The  accompanying  consolidated  condensed  financial  statements  contain
     certain  accounts  that  have  been  reclassified  in  each  of the periods
     presented  to  reflect  these  dispositions.  Reported  revenue,  costs and
     expenses  of continuing operations exclude the operating results of FSC and
     EEPD.


                                      -6-
<PAGE>
MATHSOFT  INC.  AND  SUBSIDIARIES  D/B/A  INSIGHTFUL  CORPORATION

Notes  to  Consolidated  Condensed  Financial  Statements
(Unaudited)


     Net assets from discontinued operations transferred and divestiture-related
     customer  and  vendor commitments remaining with the company as of the date
     of  disposition,  January 23, 2001, and the balance sheet date December 31,
     2000  are  as  follows:

                                                   JANUARY 23,    DECEMBER 31,
                                                      2001            2000
                                                  -------------  --------------
               Net Assets:
                 Cash and cash equivalents        $          -   $           -
                 Accounts receivable, net            3,175,843       3,666,998
                 Net property and equipment            512,246         529,273
                 Other assets                          426,304         501,826
                 Accounts payable                   (1,746,882)     (1,650,590)
                 Other current liabilities          (1,332,576)     (1,695,508)
                 Long-term liabilities                 (33,268)        (61,429)
                                                  -------------  --------------

                                                     1,001,667       1,290,570

                 Customer and vendor commitments     1,100,000               -
                                                  -------------  --------------

                    Total                         $  2,101,667   $   1,290,570
                                                  =============  ==============

(4)  INVENTORIES

     Inventories are stated at the lower of cost (first-in, first-out) or market
     and  consist  entirely  of  raw  materials.

(5)  NET  INCOME  (LOSS)  PER  SHARE

     The  Company  reports  earnings  per share in accordance with SFAS No. 128,
     Earnings  per Share. Under SFAS No. 128, basic net income (loss) per common
     share  is  computed  based  on  net  income  (loss)  available  to  common
     stockholders  and  the weighted average number of common shares outstanding
     during the period. Diluted net income (loss) per share is computed based on
     the  number of additional common shares that would have been outstanding if
     the  dilutive  potential  common  shares  had  been  issued.

     A  reconciliation  of  basic  and diluted shares outstanding is as follows:

                                                   THREE  MONTHS  ENDED
                                                        MARCH 31,
                                                 ----------------------
                                                    2001        2000
                                                 ----------  ----------

               Weighted average common
               shares outstanding                10,706,586  10,065,767
               Effect of dilutive stock options     111,952   1,647,066
                                                 ----------  ----------

               Weighted average common
               shares outstanding assuming
               dilution                          10,818,538  11,712,833
                                                 ==========  ==========


     The  above schedule as of March 31, 2000 excludes shares of common stock or
     options  to  purchase  shares  of common stock of FSC, the Company's wholly
     owned  subsidiary.


                                      -7-
<PAGE>
MATHSOFT  INC.  AND  SUBSIDIARIES  D/B/A  INSIGHTFUL  CORPORATION

Notes  to  Consolidated  Condensed  Financial  Statements
(Unaudited)


     The  following  securities  were not included in computing diluted earnings
     per  share  because  their  effect  would  be  antidilutive:

                                      THREE MONTHS ENDED
                                           MARCH 31,
                                      -------------------
                                        2001       2000
                                      ---------  --------

          Antidilutive stock
           options                    1,438,614     7,286
                                      =========  ========

(6)  COMPREHENSIVE  INCOME

     The  Company  reports comprehensive income in accordance with SFAS No. 130,
     Reporting Comprehensive Income. Under SFAS No. 130, comprehensive income is
     computed  as  the  total  of  net  income and all other nonowner changes in
     equity.  Total  comprehensive  income  is  as  follows:

                                                        THREE  MONTHS  ENDED
                                                              MARCH 31,
                                                       ------------------------
                                                          2001         2000
                                                       ----------  ------------
         Net income (loss)                             $2,930,729  $(1,616,899)
         Change in Cumulative
         translation adjustment                            67,176       17,611
                                                       ----------  ------------

         Comprehensive income (loss)                    2,997,905   (1,599,288)
                                                       ==========  ============

(7)  SEGMENT  REPORTING

     SFAS  No.  131,  Disclosures  about  Segments  of an Enterprise and Related
     Information, requires certain financial and supplementary information to be
     disclosed  on an annual and interim basis for each reportable segment of an
     enterprise.  The  Company operates in one business segment based on the way
     management  makes  its  operating  decisions  and  assesses  performance.
     Accordingly,  the  Company's  measure  of  performance is based on software
     license  revenues  and  services and other revenues and the related cost of
     revenues  which are reported in the accompanying consolidated statements of
     operations.  Accordingly,  no  additional  disclosure  is  required.


                                      -8-
<PAGE>
MATHSOFT  INC.  AND  SUBSIDIARIES  D/B/A  INSIGHTFUL  CORPORATION

ITEM  2.   MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS


Three Months Ended March 31, 2001 Compared with the Three Months ended 31, 2000.

                              RESULTS OF OPERATIONS

REVENUES

Total  first  quarter revenues from Insightful's continuing operations (software
and  services  for statistics, data mining and predictive modeling) reached $4.1
million. This represented 16% growth over $3.5 million in total revenues for the
first  quarter  2000.  This  increase reflected a strong demand for Insightful's
analytical, predictive and visualization products and services in North America,
partially  offset  by  lower  sales  in  the  Asia-Pacific  region.

Software licenses and subscriptions revenues accounted for 76% of total revenues
and  increased  7% from $2.9 million in the first quarter in 2000 to $3.1 in the
first  quarter  2001. This increase reflected stronger sales in North America of
Server  licenses,  partially  offset  by  lower  Desktop  license  sales  in
international  regions.

Professional  services  revenues  represented 24% of total revenues and included
consulting  and  training.  Professional services revenues increased by 58% from
$635,000 in the first quarter 2000 to $1 million in the first quarter 2001. This
fast  growth  reflects Insightful's strategy to expand the professional services
offering  and  leverage  it  to  increase the demand for software product sales.

COST  OF  REVENUES

Total  cost  of  revenues increased 39% from $ 953,000 in the first quarter last
year  to  $1,328,000  in  the  first quarter 2001. Total cost as a percentage of
total  revenues  also increased from 27% in the first quarter 2000 to 32% in the
first  quarter  2001.  These  increases  in  cost  primarily  reflect  higher
professional  services content in the revenue mix (professional services tend to
carry  higher  costs than software licenses) coupled with the Company's decision
to  increase  its  investment  in  professional  services resources in the first
quarter  2001.

The  cost  of  professional  services  as  a percentage of professional services
revenues  increased  from  61%  in  the  first  quarter 2000 to 84% in the first
quarter 2001, reflecting increased investment in professional services resources
to  help  the  company  scale  and  leverage  additional  product  sales.

OPERATING  EXPENSES.

Sales  &  marketing  expenses increased 17% from $1,147,000 in the first quarter
2000  to $1,343,000 in the first quarter 2001. This increase primarily reflected
additions  to the sales force to grow the Company's sales opportunities, as well
as  additional marketing expenses to communicate Insightful's new positioning as
a  Company  focused on data mining, statistical analysis and predictive modeling
software  and  services.

Net  research  and  development  expenses  increased  from $439,000 in the first
quarter  2001  to  $539,000  in  the  first  quarter  2001,  and  increased as a
percentage  of  total  revenues from 12% in the first quarter 2000 to 13% in the
first  quarter 2001. This increase was primarily a reflection of ongoing product
enhancements  for  the  S-PLUS  product  line.

Funded  research increased $51,000, from $1,305,000 in the first quarter 2000 to
$1,356,000  in the first quarter 2001. This increase is attributable to a modest
increase  in  the  revenues  from  awarded  research  contracts.

General  &  administrative  expenses  increased by $183,000 from $628,000 in the
first  quarter  2000  to  $811,000  in  the  first  quarter  2001. This increase
reflected  primarily  additional investor relations expenses associated with the
company's new positioning, as well as costs of enhancing the new corporate staff
and  transitioning  the  company's headquarters from Cambridge, Massachusetts to
Seattle,  Washington.

NET  INCOME  FROM  CONTINUING  OPERATIONS

Net  income  from  continuing  operations  decreased  from $425,000 in the first
quarter  2000  to  $176,000  in  the first quarter 2001. This decrease primarily
reflected  slower  international  revenues,  more  professional  services in the
revenue  mix  (professional  services  tend  to carry higher costs than software
licenses),  and  increased  investment  across  all  company  functions.  These
investments  are made in order to continue to scale operations and drive further
growth  while  maintaining  profitability.


                                      -9-
<PAGE>
MATHSOFT  INC.  AND  SUBSIDIARIES  D/B/A  INSIGHTFUL  CORPORATION

NET  LOSS  FROM  DISCONTINUED  OPERATIONS

The  net operating loss from discontinued operations amounted to $737,000 in the
first  quarter  2001.  This loss represents the loss incurred from operating the
MathSoft  Engineering  &  Education  Products  Division  ("EEPD") for 23 days in
January  2001, prior to completing the sale of the division and transferring its
net  assets  and  operations  to  its  purchaser  on  January  23,  2001.

The  net  operating  loss from discontinued operations in the first quarter 2000
was  $2,041,000,  which  represented  the  results of operating two discontinued
divisions:  FreeScholarships.com Division and EEPD, for a full calendar quarter.

The  net  loss  of  $2,041,000  in  the  first  quarter  2000  was a result of a
$2,556,000  loss  from  the FreeScholarships.com Division, partially offset by a
$515,000  net  income  from  EEPD.

Based  on  the  above  any  comparison  of the operating results of discontinued
operations  between  first  quarter  2000  and  the  first  quarter  2001 is not
meaningful.

GAIN  FROM  SALE  OF  MATHSOFT  ENGINEERING  &  EDUCATION,  INC.

The  net  gain  from  the  disposition of the assets of EEPD through the sale of
Mathsoft  Engineering  &  Education,  Inc.  ("MEEI")  located  in Cambridge, MA,
amounted to $3,492,000. This net gain resulted from a gross price from this sale
of  $7,000,000  offset  by  the  following: $2,102,000 representing the value of
MEEI's  net  assets  transferred  to  the  buying entity as well as customer and
vendor  commitments remaining with the Company; $553,000 of legal and accounting
professional  fees;  $497,000 of severance payments to terminated employees; and
$356,000  for  bonuses  and  retention  payments.

LIQUIDITY  AND  CAPITAL  RESOURCES

Cash  and cash equivalent in the beginning of the first quarter 2001 amounted to
$3,745,000.  Insightful  generated  $194,000  positive  cash flow from continued
operations  during  the  first quarter 2001, and $43,000 positive cash flow from
financing  activities  primarily  from  proceeds  of the employee stock purchase
plan.

The  Company  used  $278,000  of  cash  outflow  for  capital  expenditures  for
continuing  operations  and  other investing activities during the first quarter
2001.  Net  cash  proceeds  from  the sale of MEEI amounted to $6,192,000, which
brought  the  cash  and  cash equivalent balance at the end of the first quarter
2001  to  $9,896,000.

This  cash  balance of $9.9 million represents the company's financial reserves,
especially  in  light  of  a  positive  cash  flow  from  operations.

The  Company  presently  plans  to  use  some of this cash balance to expand the
Company's  infrastructure in the field, to expand the Company presence worldwide
via  M&A  activities,  and to pay the Company's remaining obligations related to
the  recent  divestiture.

The Company believes its financial reserves and cash flow from future operations
will  be  sufficient  to  meet  the  liquidity  requirements for the next twelve
months.  This  statement is based on management's best judgment as of this point
in time, and must be viewed as a forward-looking statement, therefore subject to
risks  and  uncertainties  many  of  which  are  outside management control. The
company's  actual  experience may differ materially from its current estimation.
Factors  that  might  cause  such  a difference include, but are not limited to,
those  discussed  in "Cautionary Statements" in this form 10-Q as well as future
events  that  have  the  effect  of  reducing  available cash balances, such as:
unanticipated  operating  losses, capital expenditure, higher than expected cash
payments  for  future  acquisitions,  or  investments in new product or services
lines.

The  company  may  be presented from time to time with acquisition opportunities
that  require  additional  external  financing, and the company may from time to
time  seek  to obtain additional funds from public or private issuance of equity
capital,  debt  securities  or a bank line of credit. There can be no assurances
that  any  such  financing will be available at all or on terms favorable to the
company


                                      -10-
<PAGE>
MATHSOFT  INC.  AND  SUBSIDIARIES  D/B/A  INSIGHTFUL  CORPORATION


                              CAUTIONARY STATEMENTS

In  addition  to  the other information in this report, the following cautionary
statements  should  be  considered  carefully  in evaluating the Company and its
business.  Information  provided  by  the  Company from time to time may contain
certain  "forward-looking"  information,  as  that  term  is  defined by (i) the
Private  Securities  Litigation  Reform  Act  of  1995  (the  "Act") and (ii) in
releases  made  by  the  Securities  and  Exchange Commission (the "SEC"). These
cautionary  statements  are being made pursuant to the provisions of the Act and
with  the intention of obtaining the benefits of the "safe harbor" provisions of
the  Act.

VARIABILITY  OF  QUARTERLY  OPERATING RESULTS. The Company's quarterly operating
results  may  vary significantly from quarter to quarter, depending upon factors
such  as the introduction and market acceptance of new products and new versions
of  existing  products,  the  ability  to  reduce expenses and the activities of
competitors.  Because a high percentage of the Company's expenses are relatively
fixed  in  the near term, minor variations in the timing of orders and shipments
can  cause  significant  variations  in quarterly operating results. The Company
operates with little or no backlog and has no long-term contracts. Substantially
all of its product revenues in each quarter result from software licenses issued
in  that  quarter,  making  the  Company's ability to accurately forecast future
revenues  and  income  for  any  period necessarily limited. Any forward-looking
information  provided  from  time  to  time  by  the  Company  represents  only
management's  then-best current estimate of future results or trends, and actual
results  may  differ materially from those contained in the Company's estimates.

POTENTIAL  VOLATILITY  OF  STOCK PRICE. There has been significant volatility in
the  market  price  of  securities  of technology companies, including ours. The
Company believes factors such as announcements of new products by the Company or
its  competitors,  quarterly  fluctuations in the Company's financial results or
other  software companies' financial results, shortfalls in the Company's actual
financial  results  compared  to  results  previously forecasted by stock market
analysts,  and  general  conditions  in the software and Internet industries and
conditions  in  the financial markets could cause the market price of the common
stock to fluctuate substantially. These market fluctuations may adversely affect
the  price  of  the  Company's  common  stock.

RISKS  ASSOCIATED  WITH  DIVESTITURES.   Prior to the sale of the Company's EEPD
unit  in January of 2001, the Company's product offerings included those related
to  its  Mathcad  line  addressing  the  calculation  needs  of  the  technical,
professional  and  education  markets.  Following  the  sale, the Company is now
functioning  with  fewer  employees  while  at  the same time concentrating on a
single market. The lack of diversification of product lines may make the Company
more  subject  to  market  fluctuations.  Further, there can be no assurance the
Company  will  receive  returns from the sale that investors in the Company will
consider  attractive.

RISKS  ASSOCIATED  WITH  ACQUISITIONS.  The  Company  has  made  a  number  of
acquisitions  and  will  continue  to  review  future acquisition opportunities.
However,  the Company currently has no commitments or agreements with respect to
any  such  acquisition.  No  assurances can be given that acquisition candidates
will continue to be available on terms and conditions acceptable to the Company.
Acquisitions  involve  numerous  risks,  including, among other things, possible
dilution  to  existing  shareholders,  difficulties  and  expenses  incurred  in
connection  with  the  acquisitions  and  the  subsequent  assimilation  of  the
operations and services or products of the acquired companies, the difficulty of
operating  new  (albeit  related)  businesses,  the  diversion  of  management's
attention  from  other business concerns and the potential loss of key employees
of  the  acquired  company.  In  the  event  that  the operations of an acquired
business  do  not  live  up  to  expectations,  the  Company  may be required to
restructure  the  acquired business or write off the value of some or all of the
assets  of the acquired business. There can be no assurance that any acquisition
will  be  successfully  integrated  into  the  Company's  operations.

RISKS  ASSOCIATED  WITH  EXPANDING  INTO  NEW  END-USER  MARKETS.  The company's
strategy  to  invest  in  the  expansion of its product and service offerings of
statistical analysis, data mining and predictive modeling beyond the "statistics
guru"  segment  and  into the business mainstream may not be successful. Such an
outcome  could  be the result of a variety of factors, including but not limited
to  delayed  customer  acceptance, ease-of-use issues, unattractive pricing, and
the  availability  of competitive offerings. These potentially negative outcomes
could  have a material adverse effect on the company's results of operations and
financial  position.

RISKS  ASSOCIATED  WITH  EXPANDING  INTO  NEW  VERTICAL  MARKETS.  The company's
strategy  to invest in the expansion of its product and service offerings beyond
the  traditional  vertical  markets it currently serves to a new set of vertical
markets may not yield the expected results. Such a negative outcome could have a
material  adverse  effect  on  the company's results of operations and financial
position.

RISKS  ASSOCIATED  WITH  INTERNATIONAL  OPERATIONS.  Sales outside North America
accounted  for  approximately  22%  of the Company's total revenues in the first
quarter  of 2001, approximately 28% of the Company's total revenues in the first
quarter  of  2000,  and  may  continue to represent a significant portion of the
Company's  product  revenues.  The  Company  plans to increase its international
operations  in  the  future,  which may increase the Company's exposure to local
financial,  economic,  political and other risks.  Any decrease in sales outside
North  America  may  have a materially adverse effect on the Company's operating
results.  The  Company's international business and financial performance may be
affected  by  fluctuations  in  exchange  rates  and  by  trade  regulations.


                                      -11-
<PAGE>
MATHSOFT  INC.  AND  SUBSIDIARIES  D/B/A  INSIGHTFUL  CORPORATION


RELIANCE  ON THIRD PARTY LICENSORS.  Certain copyrighted material, including the
S  programming  language,  the  language on which all of the S-Plus products are
based,  is  currently licensed from a single source or limited source suppliers.
If  such  licenses  are discontinued, there can be no assurance that the Company
will  be  able  to  independently  develop  substitutes or to obtain alternative
sources  or,  if  able to be developed or obtained as needed in the future, that
such  efforts  would  not result in delays or reductions in product shipments or
cost  increases  that  could  have  a  material  adverse effect on the Company's
consolidated  business  operations.

RAPID  TECHNOLOGICAL  CHANGE;  COMPETITION. The data analysis software market is
subject to rapid and substantial technological change, similar to that affecting
the  software  industry  generally.  The  Company, to remain successful, must be
responsive  to  new  developments  in  hardware  and  chip technology, operating
systems,  programming  technology,  Internet  technology  and  multimedia
capabilities.  In  addition,  the  Company  competes  against  numerous  other
companies,  some  of  which  have  significant  name  recognition,  as  well  as
substantially  greater  capital  resources,  marketing  experience, research and
development  staffs  and  production facilities than the Company.  Moreover, the
Company  has  recently encountered competition from an open source data analysis
programming  language  called  "R"  which  is freely available  and  provides  a
number  of  the  features  and  functions  of  the  Company's  technology.  The
Company's  financial results may be negatively impacted by the failure of new or
existing  products  to  be  favorably  received by resellers or end users due to
price,  availability,  features,  other  product  choices  or  the  necessity of
promotions  to  increase  sales  of  the  Company's  products.

UNCERTAINTIES  REGARDING  PROTECTION  OF  PROPRIETARY  TECHNOLOGY; UNCERTAINTIES
REGARDING  PATENTS.  The  Company's success will depend, in part, on its ability
to protect the proprietary aspects of its products. The Company seeks to protect
these  proprietary  aspects of its products principally through a combination of
contract  provisions  and  copyright,  patent,  trademark and trade secret laws.
There  can  be  no  assurance that the steps taken by the Company to protect its
proprietary  rights  will  be  adequate  to  prevent  misappropriation  of  its
technology.  Although  the  Company believes that its products and technology do
not  infringe  any  existing proprietary rights of others, the use of patents to
protect  software  has  increased  and there may be pending or issued patents of
which the Company is not aware that the Company may need to license or challenge
at significant expense. There can be no assurance that any such license would be
available  on  acceptable terms, if at all, or that the Company would prevail in
any  such  challenge.

RELIANCE  ON  ATTRACTING  AND  RETAINING  KEY EMPLOYEES. The Company's continued
success  will  depend  in large part on its ability to attract and retain highly
qualified  technical,  managerial,  sales  and  marketing  and  other personnel.
Competition  for  such  personnel  in  the  Pacific Northwest area of the United
States and in Europe is intense. The Company has non-competition agreements with
its  key  management and technical personnel. There can be no assurance that the
Company  will  be  able  to  continue  to  attract  or  retain  such  personnel.

RISKS ASSOCIATED WITH DISTRIBUTION CHANNELS. The Company markets and distributes
its  S-PLUS  products  in  the  U.S. through the Company's telesales and outside
sales  force  and internationally through third party resellers and distributors
and its own sales-force. There can be no assurance that the Company will be able
to  retain  its  current  resellers and distributors, or expand its distribution
channels  by  entering  into arrangements with new resellers and distributors in
the  Company's  current  markets  or  in  new  markets.

RISKS  ASSOCIATED  WITH  NEW  PRODUCTS OR SERVICES. The Company's future revenue
growth  rate  and  earnings performance depend on a number of factors, including
the  continued  success  of  its existing products and service offerings and the
development  of  one  or  more  new  products or services. These investments may
materially adversely affect the Company's quarterly and annual financial results
until such time that they begin to return a profit. Furthermore, there can be no
assurance  that  these  investments  will  ever  achieve  the  desired financial
results.

RISKS  ASSOCIATED WITH FUNDED RESEARCH CONTRACTS.  The company regularly applies
for  and  is  granted  research  funds from a variety of government agencies and
funding  programs.  There  is  no  assurance  that  the Company will receive new
funded  research  contracts  or  any  renewals  of  government-funded  projects
currently  in  process.  The  personnel  and  other  costs associated with these
programs  are  relatively  fixed  in  the  short  run.  A sudden cancellation or
non-renewal of a major funding program or multiple smaller programs could have a
material  adverse  effect  on  the results of operations and financial position.


                                      -12-
<PAGE>
MATHSOFT  INC.  AND  SUBSIDIARIES  D/B/A  INSIGHTFUL  CORPORATION


ITEM  3.   QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

The  Company develops products in the United States and sells them worldwide. As
a  result,  the Company's financial results could be affected by factors such as
changes  in  foreign  currency  exchange  rates  or  weak economic conditions in
foreign markets. The Company maintains an operation in the United Kingdom, which
incurs  expenses  denominated  in  its  local  currency.  A strengthening of the
dollar  could  make  the Company's products less competitive in foreign markets.
Since  the  Company's  international  sales are transacted in local currency and
translated  into  UK  currency (where the company consolidates its international
earnings),  there  is  exposure  to  transaction  gain  or  loss in a variety of
currencies,  and  exposure  to translation gain or loss between these currencies
and  UK  currency  and  between  UK  currency  and  US  currency.

The  Company  currently  places  its  investments  in highly liquid money market
accounts and short-term investments. All highly liquid investments with original
maturities  of  three  months  or  less  are  considered to be cash equivalents.
Interest  income  and  expense  are sensitive to changes in the general level of
U.S.  interest  rates,  particularly  since  the  company's  investments  are in
short-term  instruments.


                                      -13-
<PAGE>
MATHSOFT  INC.  AND  SUBSIDIARIES  D/B/A  INSIGHTFUL  CORPORATION



                           PART II - OTHER INFORMATION

MATHSOFT  INC.  AND  SUBSIDIARIES  D/B/A  INSIGHTFUL  CORPORATION


ITEM  5.  CORRECTION

On  April  25,  2001,  the  Company  issued  an  earnings  release containing an
inadvertent  error  in  the  number representing the net results of discontinued
operations  for  the  first  quarter of 2000. The release indicated that the net
results  of  the  discontinued  operations  were  at break-even, when the actual
number  was  a  $2,041,427  net  loss.


                                      -14-
<PAGE>
ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)  Exhibits:

Exhibit  No.        Exhibit

2.1                 Assignment,  Bill  of  Sale  and Assumption Agreement by and
                    between MathSoft, Inc. and MathSoft Engineering & Education,
                    Inc.  dated  as  of  January  23,  2001 (previously filed as
                    Exhibit  2.1  to Insightful's Current Report on Form 8-K and
                    incorporated  by  reference  herein).

2.2                 Intellectual  Property  Agreement  by  and between MathSoft,
                    Inc. and MathSoft Engineering & Education, Inc., dated as of
                    January  23,  2001(previously  filed  as  Exhibit  2.2  to
                    Insightful's  Current Report on Form 8-K and incorporated by
                    reference  herein)

2.3                 Stock Purchase Agreement dated as of January 23, 2001 by and
                    among MathSoft, Inc., MathSoft Engineering & Education, Inc.
                    and  MathSoft  Corporate Holdings, Inc. (previously filed as
                    Exhibit  2.3  to Insightful's Current Report on Form 8-K and
                    incorporated  by  reference  herein).

2.4                 Axum  Software  License  Agreement  by and between MathSoft,
                    Inc.  and MathSoft Engineering & Education, Inc. dated as of
                    January  23,  2001  (previously  filed  as  Exhibit  2.4  to
                    Insightful's  Current Report on Form 8-K and incorporated by
                    reference  herein).

2.5                 Right  of First Offer of Exclusive Commercial License by and
                    between MathSoft, Inc. and MathSoft Engineering & Education,
                    Inc.  (previously  filed  as  Exhibit  2.5  to  Insightful's
                    Current  Report  on  Form  8-K and incorporated by reference
                    herein).

2.6                 Non-Competition  Agreement by and between MathSoft, Inc. and
                    MathSoft  Corporate  Holdings,  Inc. dated as of January 23,
                    2001(previously filed as Exhibit 2.6 to Insightful's Current
                    Report  on  Form  8-K and incorporated by reference herein).

2.7                 Transitional Services Agreement by and among MathSoft, Inc.,
                    MathSoft  Engineering  &  Education,  Inc.  and  MathSoft
                    Corporate  Holdings,  Inc.  dated  as  of  January  23,
                    2001(previously filed as Exhibit 2.7 to Insightful's Current
                    Report  on  Form  8-K and incorporated by reference herein).

2.8                 Trademark  License  Agreement  by and between MathSoft, Inc.
                    and  MathSoft  Engineering  &  Education,  Inc.  dated as of
                    January  23,  2001(previously  filed  as  Exhibit  2.8  to
                    Insightful's  Current Report on Form 8-K and incorporated by
                    reference  herein)

10.1                Severance  Agreement  and  General  Release  Effective as of
                    February  5,  2001  by  and  between MathSoft and Charles J.
                    Digate  (previously  filed  as  Exhibit 10.1 to Insightful's
                    Current  Report  on  Form  8-K and incorporated by reference
                    herein).

10.2                Letter  Agreement  with  Charles J. Digate dated January 29,
                    2001(previously  filed  as  Exhibit  10.2  to  Insightful's
                    Current  Report  on  Form  8-K and incorporated by reference
                    herein).

(b)  Reports  on  Form  8-K:

The Company filed a Current Report on Form 8-K dated January 26, 2001 announcing
the  sale  of  the  Company's  Engineering  and Education Products Division, the
appointment of Shawn Javid as the Company's new Chief Executive Officer, and the
Company's  intention  to  do  business  as  Insightful  Corporation.

The Company filed a Current Report on Form 8-K dated January 26, 2001 announcing
results  for  the  fourth  quarter  and  12  months  ended  December  31,  2000,
restatement  of  results  for  prior  periods  to  reflect  the  closure  of
FreeScholarships.com  and  the  sale  of  the  Engineering  and  Educational
Products  Division,  and  the renaming of the Company as Insightful Corporation,
trading  on  the  Nasdaq  under  the  stock  symbol  IFUL.

The  Company filed a Current Report on Form 8-K dated February 7, 2001 reporting
the  sale  of  all  of  the  outstanding  stock  of its wholly-owned subsidiary,
Mathsoft  Engineering  &  Education,  Inc.,  to a newly formed company, MathSoft
Corporate  Holdings,  Inc.,  a  Delaware  Corporation,  and  providing pro forma
financial  information  as  of  September  30,  2000.

The  Company  filed a Current Report on Form 8-K dated March 13, 2001 announcing
the  appointment  of  Sar  Ramadan  as  chief  financial officer of the Company.


                                      -15-
<PAGE>
MATHSOFT  INC.  AND  SUBSIDIARIES  D/B/A  INSIGHTFUL  CORPORATION


                                   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  thereunto  duly  authorized.

                  MATHSOFT, INC.  D/B/A INSIGHTFUL CORPORATION

Dated:  May  1,  2001            By  /s/  Shawn  F.  Javid
                                   ----------------------------
                                   Shawn  F.  Javid
                                   President  and  Chief  Executive Officer
                                  (Principal  Executive  Officer)



Dated:  May  1,  2000            By  /s/  Sarwat  H.  Ramadan
                                   ----------------------------
                                   Sarwat  H.  Ramadan
                                   Chief Financial Officer, Treasurer, and Clerk
                                   (Principal Financial and Accounting Officer)



                                      -16-
<PAGE>