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 JUNE 30, 2001

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

                             INSIGHTFUL CORPORATION
                             ----------------------
             (Exact name of registrant as specified in its charter)

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

                      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)


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  August  10, 2001, there were 10,785,417 shares of Common Stock, $.01 par
value  per  share  outstanding.


<PAGE>
<TABLE>
<CAPTION>
                     INSIGHTFUL CORPORATION AND SUBSIDIARIES

                                    FORM 10-Q

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2001

                                TABLE OF CONTENTS


                                                                                PAGE
                                                                                ----
<S>                                                                             <C>
PART  I.  FINANCIAL INFORMATION:

          Item  1.  Consolidated  Condensed  Financial  Statements

               -    Consolidated Condensed Balance Sheets as of June 30, 2001
                    (unaudited)  and  December  31,  2000                          3


               -    Consolidated Condensed Statements of Operations for the
                    Three  and  Six  Months  Ended  June  30,  2001  and  2000     4


               -    Consolidated Condensed Statements of Cash Flows for the
                    Six Months  Ended  June  30,  2001  and  2000                  6

               -    Notes  to  Consolidated  Condensed  Financial  Statements      7


          Item  2.  Management's Discussion and Analysis of Financial
                    Condition and Results  of  Operations                         11

          Cautionary Statements                                                   15

          Item  3.  Quantitative and Qualitative Disclosures about Market Risk    17

PART II.  OTHER  INFORMATION:

          Item  4.  Submission of Matters to a Vote of Security Holders           18

          Item  6.  Exhibits and Reports on Form 8-K                              19

SIGNATURES                                                                        20
</TABLE>


                                      -2-
<PAGE>
<TABLE>
<CAPTION>
                         PART 1 - FINANCIAL INFORMATION

ITEM  1.  CONSOLIDATED  CONDENSED  FINANCIAL  STATEMENTS

INSIGHTFUL  CORPORATION  AND  SUBSIDIARIES

Consolidated  Condensed  Balance  Sheets


ASSETS
                                                       JUNE 30,      DECEMBER 31,
                                                         2001            2000
<S>                                                  <C>            <C>
                                                       (Unaudited)
Current Assets:
  Cash and cash equivalents                          $  9,528,589   $   3,745,112
  Accounts receivable, less reserves of $474,675
    and $381,750, respectively                          3,083,693       3,018,860
  Other receivables                                     1,177,345         959,650
  Inventories                                              11,702          70,380
  Prepaid expenses                                        496,424         126,993
                                                     -------------  --------------

      Total current assets                             14,297,753       7,920,995
                                                     -------------  --------------

Property and Equipment, at cost:
  Computer equipment and software                       3,174,071       2,639,896
  Furniture and fixtures                                  387,470         391,486
  Property and equipment under capital lease              478,166         478,165
  Leasehold improvements                                   92,473          90,161
                                                     -------------  --------------

                                                        4,132,180       3,599,708

  Less-Accumulated depreciation and amortization       (2,799,057)     (2,507,000)
                                                     -------------  --------------

                                                        1,333,123       1,092,708

Net Assets of Discontinued Operations                           -       1,290,570

Other Assets                                              478,362         201,688
                                                     -------------  --------------

                                                     $ 16,109,238   $  10,505,961
                                                     =============  ==============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Current portion of capital lease obligations
    and equipment financings                         $    105,729   $     149,911
  Accounts payable                                      1,817,225       1,179,711
  Accrued expenses and other current liabilities        4,057,474       2,220,413
  Deferred revenue                                      2,661,433       3,042,461
                                                     -------------  --------------

      Total current liabilities                         8,641,861       6,592,496
                                                     -------------  --------------

Capital Lease Obligations and Equipment Financings,
  less current portion                                     11,063          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-10,737,068 and
      10,695,895 shares, respectively                     107,371         106,959
  Additional paid-in capital                           32,589,382      32,524,604
  Accumulated deficit                                 (24,861,263)    (28,213,510)
  Subscription receivable                                (550,000)       (550,000)
  Cumulative translation adjustment                       170,824           6,614
                                                     -------------  --------------

      Total stockholders' equity                        7,456,314       3,874,667
                                                     -------------  --------------

                                                     $ 16,109,238   $  10,505,961
                                                     =============  ==============
</TABLE>


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


                                      -3-
<PAGE>
<TABLE>
<CAPTION>
INSIGHTFUL  CORPORATION  AND  SUBSIDIARIES

Consolidated Condensed Statements of Operations (Continued)
(Unaudited)


                                                      THREE MONTHS ENDED          SIX MONTHS ENDED
                                                           JUNE 30,                   JUNE 30,
                                                 --------------------------  --------------------------
                                                     2001          2000          2001          2000
<S>                                              <C>           <C>           <C>           <C>
Revenues:
  Software licenses                              $ 3,234,215   $ 2,613,333   $ 6,333,054   $ 5,515,008
  Professional services                            1,415,003     1,046,000     2,420,585     1,681,101
                                                 ------------  ------------  ------------  ------------

      Total revenues                               4,649,218     3,659,333     8,753,639     7,196,109
                                                 ------------  ------------  ------------  ------------

Cost of Revenues:
  Software licenses                                  442,773       444,294       925,587     1,012,749
  Professional services                            1,030,863       626,635     1,875,924     1,011,472
                                                 ------------  ------------  ------------  ------------

      Total cost of revenues                       1,473,636     1,070,929     2,801,511     2,024,221
                                                 ------------  ------------  ------------  ------------

      Gross profit                                 3,175,582     2,588,404     5,952,128     5,171,888
                                                 ------------  ------------  ------------  ------------

Operating Expenses:
  Sales and marketing                              1,352,777     1,196,054     2,695,323     2,343,198

  Research and development-Gross                   2,008,829     1,673,382     3,903,848     3,417,140
  Less-Funded research                            (1,373,893)   (1,209,000)   (2,729,893)   (2,514,000)
                                                 ------------  ------------  ------------  ------------

      Research and development, net                  634,936       464,382     1,173,955       903,140

  General and administrative                         827,429       664,000     1,638,833     1,292,428
                                                 ------------  ------------  ------------  ------------

      Total operating expenses                     2,815,142     2,324,436     5,508,111     4,538,766
                                                 ------------  ------------  ------------  ------------

      Income from continuing operations              360,440       263,968       444,017       633,122

Interest and Other Income                             86,350        70,281       193,819       136,494

Interest Expense                                       5,524         9,749        11,508        20,588
                                                 ------------  ------------  ------------  ------------

      Income before provision for income taxes       441,266       324,500       626,328       749,028

Provision for Income Taxes                            19,748        30,736        29,333        30,736
                                                 ------------  ------------  ------------  ------------

      Income from continuing operations              421,518       293,764       596,995       718,292

Discontinued Operations:
  Loss from discontinued operations,
  net of applicable income taxes                           -    (2,786,767)     (737,411)   (4,828,194)

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

      Net income (loss)                          $   421,518   $(2,493,003)  $ 3,352,247   $(4,109,902)
                                                 ============  ============  ============  ============
</TABLE>


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


                                      -4-
<PAGE>
<TABLE>
<CAPTION>
INSIGHTFUL  CORPORATION  AND  SUBSIDIARIES

Consolidated Condensed Statements of Operations (Continued)
(Unaudited)


                                             THREE MONTHS ENDED          SIX MONTHS ENDED
                                                  JUNE 30,                  JUNE 30,
                                         -------------------------  -------------------------
                                            2001          2000         2001          2000
<S>                                      <C>          <C>           <C>          <C>
Basic Net Income per Share-Continuing
operations                               $      0.04  $      0.03   $      0.06  $      0.07
                                         ===========  ============  ===========  ============
Diluted Net Income per Share-Continuing
operations                               $      0.04  $      0.03   $      0.05  $      0.06
                                         ===========  ============  ===========  ============

Basic Net Income (Loss) per Share-
Discontinued operations                  $      0.00  $     (0.27)  $      0.26  $     (0.47)
                                         ===========  ============  ===========  ============
Diluted Net Income (Loss) per Share-
Discontinued operations                  $      0.00  $     (0.26)  $      0.25  $     (0.43)
                                         ===========  ============  ===========  ============

Basic Net Income (Loss) per Share        $      0.04  $     (0.24)  $      0.32  $     (0.40)
                                         ===========  ============  ===========  ============
Diluted Net Income (Loss) per Share      $      0.04  $     (0.23)  $      0.30  $     (0.37)
                                         ===========  ============  ===========  ============

Weighted Average Number of Common
  Shares Outstanding                      10,732,334   10,398,246    10,730,601   10,232,106
                                         ===========  ============  ===========  ============
Weighted Average Common Shares
  Outstanding Assuming Dilution           10,966,638   10,873,108    10,903,729   11,292,971
                                         ===========  ============  ===========  ============
</TABLE>


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


                                      -5-
<PAGE>
<TABLE>
<CAPTION>
INSIGHTFUL  CORPORATION  AND  SUBSIDIARIES

Consolidated Condensed Statements of Cash Flows
(Unaudited)


                                                                    SIX MONTHS ENDED
                                                                        JUNE 30,
                                                                   2001          2000
<S>                                                             <C>          <C>
Cash Flows from Operating Activities:
  Net income (loss)                                             $3,352,247   $(4,109,902)
  Less-Net Income (loss) from discontinued operations            2,755,252    (4,828,194)
                                                                -----------  ------------

        Net income from continuing operations                      596,995       718,292

  Adjustments to reconcile net income from continuing
    operations to net cash provided by operating activities-
      Depreciation and amortization                                314,981       161,696
      Currency translation adjustment                              164,210        59,032
      Changes in current assets and liabilities
        Accounts and other receivables                            (282,528)   (1,167,759)
        Inventories                                                 58,678        37,599
        Prepaid expenses                                          (369,431)     (316,342)
        Accounts payable                                           637,514       161,481
        Accrued expenses and other current liabilities             (70,721)      (52,310)
        Deferred revenue                                          (381,028)      112,684
                                                                -----------  ------------

        Net cash provided by (used in) continuing
         operating activities                                      668,670      (285,627)
                                                                -----------  ------------

Cash Flows from Investing Activities:
  Purchases of property and equipment                             (555,396)     (330,357)
  (Increase) decrease in other assets                             (276,674)      137,610
                                                                -----------  ------------

        Net cash used in investing activities                     (832,070)     (192,747)
                                                                -----------  ------------

Cash Flows from Financing Activities:
  Payments on capital lease obligations and
    equipment financing                                            (71,917)      (36,948)
  Proceeds from exercise of stock options, and
    Employee Stock Purchase Plan                                    65,190     1,087,862
                                                                -----------  ------------

        Net cash (used in) provided by financing activities         (6,727)    1,050,914
                                                                -----------  ------------

        Net cash provided by (used in) discontinued operations   5,953,604    (5,442,338)
                                                                -----------  ------------

Net Increase (Decrease) in Cash and Cash Equivalents             5,783,477    (4,869,798)

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

Cash and Cash Equivalents, end of period  (*)                   $9,528,589   $ 2,343,237
                                                                ===========  ============

Supplemental Disclosure of Cash Flow Information:
  Cash paid during the period for-
    Interest                                                    $   11,508   $    19,100
                                                                ===========  ============
    Income taxes                                                $   19,748   $         -
                                                                ===========  ============
<FN>
(*)  End  of period cash and cash equivalents as of June 30, 2000 is $3,119,283 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.


                                      -6-
<PAGE>
     INSIGHTFUL  CORPORATION  AND  SUBSIDIARIES

     Notes  to  Consolidated  Condensed  Financial  Statements
     June  30,  2001
     (Unaudited)


(1)  BASIS  OF  PRESENTATION

     The accompanying unaudited consolidated condensed financial statements have
     been  prepared  by  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 included in the Company's
     Annual  Report  on  Form  10K.  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 and six-month periods ended June
     30,  2001  are not necessarily indicative of the results to be expected for
     the  full  fiscal  year.

(2)  RECLASSIFICATION  OF  AMOUNTS

     Certain amounts in the financial statements for the year ended December 31,
     2000  have  been  reclassified to conform to the presentation for the three
     and  six  month  periods  ended  June  30,  2001.

(3)  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. The
     Company's  current  solutions  facilitate  mining,  analyzing, viewing, and
     predicting  critical  information  for  faster,  intelligent  and efficient
     management  decisions.  On  June  15,  the  Company  became incorporated in
     Delaware  via  migratory  merger  and  changed  its  name  to  Insightful
     Corporation.

(4)  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 $3,160,000 and
     $5,716,000  for  the  three  and  six  month  periods  ended June 30, 2000,
     respectively.  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,
     which  is  reflected  in  the accompanying consolidated condensed financial
     statements. Operating income from the discontinued operations for EEPD were
     approximately  $373,000  and  $888,000  for the three and six month periods
     ended  June  30,  2000,  respectively.

     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 six month period ended June 30, 2001. 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 for the six month
     period  ended  June  30,  2001.

     The  results  of  FSC  and  EEPD  are  presented  on  a  net  basis  in the
     accompanying  consolidated  statements  of operations for the three and six
     month  periods  ended June 30, 2000 as a loss from discontinued operations.


                                      -7-
<PAGE>
     INSIGHTFUL  CORPORATION  AND  SUBSIDIARIES

     Notes  to  Consolidated  Condensed  Financial  Statements
     June  30,  2001
     (Unaudited)


     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.

     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 Transferred:
  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   $           -
                                 =============  ==============

(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:

<TABLE>
<CAPTION>
                                    THREE MONTHS ENDED       SIX MONTHS ENDED
                                         JUNE  30,              JUNE  30,
                                  ----------------------  ----------------------
                                     2001        2000        2001        2000
                                  ----------  ----------  ----------  ----------
<S>                               <C>         <C>         <C>         <C>
Weighted average common
  shares outstanding              10,732,334  10,398,246  10,730,601  10,232,106
Effect of dilutive stock options     234,304     474,862     173,128   1,060,865
                                  ----------  ----------  ----------  ----------

Weighted average common
  shares outstanding assuming
  dilution                        10,966,638  10,873,108  10,903,729  11,292,971
                                  ==========  ==========  ==========  ==========
</TABLE>

     The  above  schedule as of June 30, 2000 excludes shares of common stock or
     options to purchase shares of common stock of FSC, the Company's previously
     wholly  owned  subsidiary.


                                      -8-
<PAGE>
     INSIGHTFUL  CORPORATION  AND  SUBSIDIARIES

     Notes  to  Consolidated  Condensed  Financial  Statements
     June  30,  2001
     (Unaudited)


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

<TABLE>
<CAPTION>
                              THREE MONTHS ENDED    SIX MONTHS ENDED
                                  JUNE  30,             JUNE  30,
                            --------------------  --------------------
                              2001       2000       2001       2000
                            ---------  ---------  ---------  ---------
<S>                         <C>        <C>        <C>        <C>
Antidilutive stock options  1,875,941  2,878,421  1,875,941  2,878,421
                            =========  =========  =========  =========
</TABLE>

(6)  COMPREHENSIVE  INCOME  (LOSS)

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

<TABLE>
<CAPTION>
                                                THREE MONTHS ENDED        SIX MONTHS ENDED
                                                     JUNE  30,               JUNE  30,
                                              ----------------------  ------------------------
                                                2001        2000         2001         2000
                                              --------  ------------  ----------  ------------
<S>                                           <C>       <C>           <C>         <C>
Net income (loss)                             $421,518  $(2,493,003)  $3,352,247  $(4,109,902)
Change in Cumulative
translation adjustment                          97,034       41,420      164,210       59,032
                                              --------  ------------  ----------  ------------

Comprehensive income (loss)                   $518,552  $(2,451,583)  $3,516,457  $(4,050,870)
                                              ========  ============  ==========  ============
</TABLE>

(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)  NEW  ACCOUNTING  STANDARDS

     In June 2001 the Financial Accounting Standards Board approved Statement of
     Financial  Accounting  Standard  No. 141, "Business Combinations," and SFAS
     No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 prospectively
     prohibits  the  pooling  of  interest  method  of  accounting  for business
     combinations initiated after June 30, 2001. SFAS No. 142 requires companies
     to  cease  amortizing  goodwill  that  existed  at  June  30,  2001.  The
     amortization  of  existing  goodwill  will  cease on December 31, 2001. Any
     goodwill resulting from acquisitions completed after June 30, 2001 will not
     be  amortized.  SFAS  No.  142  also  establishes  a  new method of testing
     goodwill  for  impairment  on  an annual basis or on an interim basis if an
     event  occurs or circumstances change that would reduce the fair value of a
     reporting  unit  below  is carrying value. The Company is in the process of
     evaluating  the  financial statement impact of adoption of SFAS No. 142. As
     of  June  30,  2001, the company had no goodwill reflected in the financial
     statements.


                                      -9-
<PAGE>
     INSIGHTFUL  CORPORATION  AND  SUBSIDIARIES

     Notes  to  Consolidated  Condensed  Financial  Statements
     June  30,  2001
     (Unaudited)


(9)  SUBSEQUENT  EVENTS

     In  July  2001,  the  Company  reported the expansion of the East Coast and
     healthcare  analytics consulting practice through the acquisition of a data
     analysis  consulting  business  from Waratah corporation. Consideration for
     the  purchase was a combination of cash, restricted shares of the Company's
     common  stock  and  stock  warrants  valued at approximately $250,000. This
     transaction will be accounted for as an asset purchase in the third quarter
     of  2001.

     In July 2001, the Company reported the formation of a French subsidiary and
     the  acquisition by the newly formed subsidiary of a data analysis business
     from  Sigma-Plus,  the  Company's French Distributor. Consideration for the
     purchase  was  cash,  paid  in  French Francs, of approximately $200,000 US
     dollars. This transaction will be accounted for as an asset purchase in the
     third  quarter  of  2001.

     In July 2001, the Company reported the formation of a German subsidiary and
     the  execution  of  an  agreement  for  this  subsidiary  to acquire a data
     analysis  business  from GraS Graphische Systeme GmbH, the Company's German
     Distributor.  Consideration  for  the  acquisition  will  be  cash  of
     approximately  $150,000  US  dollars, to be paid in euro (European economic
     currency  units)  upon  the  completion  date of the transaction in January
     2002.  This  transaction  will be accounted for as an asset purchase in the
     first  quarter  of  2002.


                                      -10-
<PAGE>
INSIGHTFUL  CORPORATION  AND  SUBSIDIARIES


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


Three  Months  Ended June 30, 2001 Compared with the Three Months ended June 30,
2000.

                              RESULTS OF OPERATIONS

REVENUES

Total  revenues  from  Insightful's continuing operations (software and services
for  statistics,  data  mining and predictive modeling) reached $4.6 million for
the  three  month's ended June 30, 2001. This represents a 27% increase over the
$3.7  million  in  total revenues for the same period in 2000 and 13% sequential
growth  over  the  preceding  quarter.  This  continued  growth  may  largely be
attributed  to  strong  demand  in  key verticals for our products and services.

Software licenses and subscriptions revenues accounted for 70% of total revenues
and  increased  24%  from  $2.6  million  in  the second quarter of 2000 to $3.2
million  in  the  second quarter of 2001. This increase reflected stronger sales
and accelerating demand of Server licenses in North America, partially offset by
lower  Desktop  license  sales  in  international  regions.

Professional services revenues generated from consulting and training activities
represented  30%  of  total  revenues  for the three months ended June 30, 2001.
Professional  services revenues increased by 35% from $1.0 million for the three
months  ended  June 30, 2000 to $1.4 million for the three months ended June 30,
2001.  This  growth reflects expanded demand and Insightful's increased capacity
to  provide  enterprise-level-consulting  and  training  for  our  customers.

COST  OF  REVENUES

Total cost of revenues increased 37% from $1.1 million in the three months ended
June  30,  2000  to  $1.5  million  in the three months ended June 30, 2001, and
increased  as  a  percentage  of  total  revenues from 29% to 32%, respectively.
These  increases  in cost primarily reflect higher professional services content
in  the  revenue  mix  (professional  services  tend  to carry higher costs than
software  licenses) reflecting the Company's decision to increase its investment
in  professional  services  resources  in  the  second  quarter  of  2001.

The  cost  of  professional  services  as  a percentage of professional services
revenues  increased  from  60% in the three months ended June 30, 2000 to 73% in
the  three  months  ended  June  30,  2001,  due  to  increased  investment  in
professional  services  resources  to  help  the  company  scale  and  leverage
additional  product  sales.

The  cost  of  software  licenses  as a percentage of software licenses revenues
decreased  from  17% in the three months ended June 30, 2000 to 14% in the three
months  ended  June  30,  2001,  reflecting  better product margins from our new
server  products  in  North  America.

OPERATING  EXPENSES.

Sales  &  marketing expenses increased 13% from $1.2 million in the three months
ended  June  30,  2000  to $1.4 million in the three months ended June 30, 2001.
This  increase  primarily  reflected  additions to the sales force to expand 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. During this
same  period,  total  revenues increased 27% as a result of improved sales force
efficiency  and  successful  marketing  campaigns.

Net  research  and  development  expenses  increased  from $464,000 in the three
months  ended June 30, 2000 to $635,000 in the three months ended June 30, 2001,
and  increased  as a percentage of total revenues from 13% to 14%, respectively.
This increase was primarily a reflection of ongoing product enhancements for the
S-PLUS  product  line  as  well  as  investments  in  new  product  development.

Funded  research  increased 14% from $1.2 million in the three months ended June
30,  2000 to $1.4 million in the three months ended June 30, 2001. This increase
is  attributable  to  a  modest  increase  in the revenues from awarded research
contracts.

General  &  administrative  expenses increased by 25% from $464,000 in the three
months  ended June 30, 2000 to $634,000 in the three months ended June 30, 2001.
This  increase  reflected 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.


                                      -11-
<PAGE>
INSIGHTFUL  CORPORATION  AND  SUBSIDIARIES


NET  INCOME  FROM  CONTINUING  OPERATIONS

Net  income  from continuing operations increased 44% from $294,000 in the three
months  ended June 30, 2000 to $422,000 in the three months ended June 30, 2001.
This  increase  reflects  the  Company's  continued  focus  on  improving  its
profitability  model  while  expanding  and  investing  in  operations.


Six  Months  Ended  June  30,  2001 Compared with the Six  Months ended June 30,
2000.

                              RESULTS OF OPERATIONS

REVENUES

Total  revenues  from  Insightful's continuing operations (software and services
for  statistics,  data  mining and predictive modeling) reached $8.8 million for
the  six  month's  ended  June 30, 2001. This represents a 22% increase over the
$7.2  million  in  total  revenues  for the same period in 2000.  This continued
growth  may  largely  be  attributed  to  strong demand in key verticals for our
products  and  services.

Software licenses and subscriptions revenues accounted for 72% of total revenues
and increased 15% from $5.5 million in the first half of 2000 to $6.3 million in
the  first half of 2001. This increase reflected stronger sales and accelerating
demand  of  Server  licenses in North America, partially offset by lower Desktop
license  sales  in  international  regions.

Professional services revenues generated from consulting and training activities
represented  28%  of  total  revenues  for  the  six months ended June 30, 2001.
Professional  services  revenues  increased by 44% from $1.7 million for the six
months  ended  June  30,  2000 to $2.4 million for the six months ended June 30,
2001.  This  growth reflects expanded demand and Insightful's increased capacity
to  provide  enterprise-level-consulting  and  training  for  our  customers.

COST  OF  REVENUES

Total  cost  of revenues increased 38% from $2.0 million in the six months ended
June  30,  2000  to  $2.8  million  in  the  six months ended June 30, 2001, and
increased  as  a  percentage  of  total  revenues from 28% to 32%, respectively.
These  increases  in cost primarily reflect higher professional services content
in  the  revenue  mix  (professional  services  tend  to carry higher costs than
software  licenses) reflecting the Company's decision to increase its investment
in  professional  services  resources  in  the  first  half  of  2001.

The  cost  of  professional  services  as  a percentage of professional services
revenues  increased from 60% in the six months ended June 30, 2000 to 78% in the
six  months  ended  June  30,  2001, due to increased investment in professional
services  resources  to  help  the company scale and leverage additional product
sales.

The  cost  of  software  licenses  as a percentage of software licenses revenues
decreased  from  18%  in  the  six  months ended June 30, 2000 to 15% in the six
months  ended  June  30,  2001,  reflecting  better product margins from our new
server  products  in  North  America.

OPERATING  EXPENSES.

Sales  &  marketing  expenses  increased 15% from $2.3 million in the six months
ended  June 30, 2000 to $2.7 million in the six months ended June 30, 2001. This
increase  primarily  reflected  additions  to  the  sales  force  to  expand 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. During this
same  period,  total  revenues increased 22% as a result of improved sales force
efficiency  and  successful  marketing  campaigns.

Net  research and development expenses increased from $903,000 in the six months
ended  June  30,  2000  to $1,174,000 in the six months ended June 30, 2001, and
increased  as a percentage of total revenues from 13% to 14%, respectively. This
increase  was  primarily  a  reflection  of ongoing product enhancements for the
S-PLUS  product  line  as  well  as  investments  in  new  product  development.

Funded  research increased 9% from $2.5 million in the six months ended June 30,
2000  to  $2.7  million  in the six months ended June 30, 2001. This increase is
attributable  to  a  modest  increase  in  the  revenues  from  awarded research
contracts.

General  & administrative expenses increased by 27% from $1.3 million in the six
months  ended  June  30,  2000  to $1.6 million in the six months ended June 30,
2001.  This increase reflected 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.


                                      -12-
<PAGE>
INSIGHTFUL  CORPORATION  AND  SUBSIDIARIES


NET  INCOME  FROM  CONTINUING  OPERATIONS

Net  income  from  continuing  operations decreased 17% from $718,000 in the six
months  ended  June  30, 2000 to $596,000 in the six months ended June 30, 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.

NET  LOSS  FROM  DISCONTINUED  OPERATIONS

The net loss from discontinued operations amounted to $737,000 in the six months
ended  June 30, 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 loss from discontinued operations in the six months ended June 30, 2000
was  $4,828,194,  which  represented  the  results of operating two discontinued
divisions:  FreeScholarships.com  Division  and  EEPD.

The net loss of $4,828,194 in the six months ended June 30, 2000 was a result of
a  $3,940,621  loss  from the FreeScholarships.com Division, partially offset by
$887,573  of  net  income  from  EEPD.

Based  on  the  above,  any  comparison of the operating results of discontinued
operations  between  first  half  of  2000  and  the  first  half of 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 equivalents at January 1, 2001 amounted to $3,745,000.  Insightful
generated $669,000 positive cash flow from continued operations during the first
half  of  2001,  and used $7,000 of cash from financing activities primarily for
capital  lease  obligation  payments,  offset  by proceeds of the employee stock
purchase  plan.

The Company used $832,000 of cash for capital expenditures related to continuing
operations  and  other  investing  activities during the first half of 2001. Net
cash  proceeds  from  the sale of MEEI amounted to $5,954,000, which brought the
cash  and  cash  equivalent  balance  at  the  end  of the first half of 2001 to
$9,529,000.

This  cash  balance of $9.5 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 2001.  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.


                                      -13-
<PAGE>
INSIGHTFUL  CORPORATION  AND  SUBSIDIARIES


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

NEW  ACCOUNTING  STANDARDS

In  June  2001  the  Financial  Accounting Standards Board approved Statement of
Financial  Accounting  Standard  No.  141, "Business Combinations," and SFAS No.
142,  "Goodwill  and  Other  Intangible  Assets."  SFAS  No.  141  prospectively
prohibits the pooling of interest method of accounting for business combinations
initiated  after  June  30,  2001.  SFAS  No.  142  requires  companies to cease
amortizing  goodwill that existed at June 30, 2001. The amortization of existing
goodwill  will  cease  on  December  31,  2001.  Any  goodwill  resulting  from
acquisitions  completed  after June 30, 2001 will not be amortized. SFAS No. 142
also  establishes  a  new method of testing goodwill for impairment on an annual
basis  or  on  an  interim basis if an event occurs or circumstances change that
would  reduce  the  fair value of a reporting unit below is carrying value.  The
Company  is  in  the  process  of  evaluating  the financial statement impact of
adoption  of  SFAS  No.  142.  As  of June 30, 2001, the company had no goodwill
reflected  in  the  financial  statements.


                                      -14-
<PAGE>
INSIGHTFUL  CORPORATION  AND  SUBSIDIARIES


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 industry 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  continues  to  expand  via 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  19%  of the Company's total revenues in the first
half  of  2001,  approximately  25% of the Company's total revenues for the same
period  in  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.


                                      -15-
<PAGE>
INSIGHTFUL  CORPORATION  AND  SUBSIDIARIES


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. For the Company to remain successful, it 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.


                                      -16-
<PAGE>
INSIGHTFUL  CORPORATION  AND  SUBSIDIARIES


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
domestic  and  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  six  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.


                                      -17-
<PAGE>
INSIGHTFUL  CORPORATION  AND  SUBSIDIARIES


ITEM  4.   SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS


At  the  company's  annual  meeting  of  shareholders  held  on  June  7,  2001,
shareholders  approved  the  following  proposals:

     i.   The  election of the following Class II Directors for three-year terms
          expiring  at  the  2004  annual  meeting  of  stockholders:

                                                          Votes Cast
                                                   --------------------------
                                                        For        Withheld
                                                   ------------  ------------
                           Charles J. Digate          8,863,733       950,661
                          Samuel R. Meshberg          9,538,794       275,600

Current  directors  whose terms are continuing after the 2001 annual meeting are
Christopher  H.  Covington,  Shawn  F. Javid, Mark C. Ozur and Arthur H. Reidel.

     ii.  To  approve  a proposal to change the jurisdiction of incorporation of
          the  Corporation  from  Massachusetts  to  Delaware.

                                       Votes Cast
                --------------------------------------------------
                    For        Against    Abstaining     Unvoted
                -----------  -----------  -----------  -----------
                  5,897,360      202,776       41,401    3,672,857


     iii. To  approve  a  proposal  to  change  the name of the Corporation from
          "MathSoft,  Inc."  to  "Insightful  Corporation".

                                   Votes Cast
                --------------------------------------------------
                    For        Against    Abstaining     Unvoted
                -----------  -----------  -----------  -----------
                  9,640,096      107,332       66,966            -


     iv.  To  adopt  the  2001  Employee  Stock  Option  and  Incentive  Plan.

                                    Votes Cast
                --------------------------------------------------
                    For        Against    Abstaining     Unvoted
                -----------  -----------  -----------  -----------
                  5,646,449      447,726       47,362    3,672,857


     v.   To  adopt  the  2001  Non-Employee  Director  Stock  Option  Plan.

                                    Votes Cast
                --------------------------------------------------
                    For        Against    Abstaining     Unvoted
                -----------  -----------  -----------  -----------
                  5,433,156      628,263       75,618    3,672,857


     vi.  To  adopt  the  2001  Employee  Stock  Purchase  Plan.

                                    Votes Cast
                --------------------------------------------------
                    For        Against    Abstaining     Unvoted
                -----------  -----------  -----------  -----------
                  5,855,645      233,731       45,161    3,672,857


     vii. To ratify the selection of the firm of Arthur Andersen LLP as auditors
          for  the  fiscal  year  ending  December  31,  2001.

                                   Votes Cast
                --------------------------------------------------
                    For        Against    Abstaining     Unvoted
                -----------  -----------  -----------  -----------
                  9,705,368       54,625       54,401            -


                                      -18-
<PAGE>
INSIGHTFUL  CORPORATION  AND  SUBSIDIARIES


                           PART II - OTHER INFORMATION

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)  Exhibits:

  Exhibit
    No.   Description  of  Exhibit

     4.1  2001  Stock Option and Incentive Plan (previously filed as Exhibit 4.1
          to Insightful's Registration Statement on Form S-8 and incorporated by
          reference  herein).

     4.2  Form  of  Incentive Stock Option Agreement under the 2001 Stock Option
          and  Incentive  Plan  (previously filed as Exhibit 4.2 to Insightful's
          Registration  Statement  on  Form  S-8  and  incorporated by reference
          herein).

     4.3  Form  of  Non-Qualified Stock Option Agreement under 2001 Stock Option
          and  Incentive  Plan  (previously filed as Exhibit 4.3 to Insightful's
          Registration  Statement  on  Form  S-8  and  incorporated by reference
          herein).

     4.4  2001  Employee Stock Purchase Plan (previously filed as Exhibit 4.4 to
          Insightful's  Registration  Statement  on Form S-8 and incorporated by
          reference  herein).

     4.5  2001  Employee  Stock  Purchase  Plan  Enrollment/Authorization  Form
          (previously  filed  as  Exhibit  4.5  to  Insightful's  Registration
          Statement  on  Form  S-8  and  incorporated  by  reference  herein).

     4.6  2001  Non-Employee  Director  Stock  Option  Plan (previously filed as
          Exhibit  4.6  to  Insightful's  Registration Statement on Form S-8 and
          incorporated  by  reference  herein).

     4.7  Form  of  Stock  Option Agreement under the 2001 Non-Employee Director
          Stock  Option  Plan  (previously  filed as Exhibit 4.7 to Insightful's
          Registration  Statement  on  Form  S-8  and  incorporated by reference
          herein).

     5.1  Opinion  of  Testa,  Hurwitz & Thibeault, LLP dated as of July 2, 2001
          (previously  filed  as  Exhibit  5.1  to  Insightful's  Registration
          Statement  on  Form  S-8  and  incorporated  by  reference  herein).

     23.1 Consent  of  Arthur  Andersen LLP dated as of July 2, 2001 (previously
          filed  as  Exhibit 23.1 to Insightful's Registration Statement on Form
          S-8  and  incorporated  by  reference  herein).

     23.2 Consent  of  Testa,  Hurwitz  &  Thibeault  dated  as  of July 2, 2001
          (previously  filed  as  Exhibit  23.2  to  Insightful's  Registration
          Statement  on  Form  S-8  and  incorporated  by  reference  herein).

     24.1 Power  of  Attorney  dated  as  of  July  2, 2001 (previously filed as
          Exhibit

     24.1 to Insightful's Registration Statement on Form S-8 and incorporated by
          reference  herein).

(b)  Reports  on  Form  8-K:

     The  Company  filed  a  Current  Report  on  Form  8-K  dated June 15, 2001
     announcing  the completion of the corporate name change from Mathsoft, Inc.
     to  Insightful  Corporation.

     The  Company  filed  a  Current  Report  on  Form  8-K  dated July 16, 2001
     reporting  the  expansion  of  the  East  Coast  and  healthcare  analytics
     consulting  practice  through the acquisition of a data analysis consulting
     business  from  Waratah  corporation.

     The  Company  filed  a  Current  Report  on  Form  8-K  dated July 31, 2001
     reporting  the  formation of a French subsidiary and the acquisition by the
     newly  formed  subsidiary  of a data analysis business from Sigma-Plus, the
     Company's  French  Distributor.

     The  Company  filed  a  Current  Report  on  Form  8-K  dated July 31, 2001
     reporting  the  formation  of  a  German subsidiary and the execution of an
     agreement for this subsidiary to acquire a data analysis business from GraS
     Graphische  Systeme  GmbH,  the  Company's  German  Distributor.


                                      -19-
<PAGE>
INSIGHTFUL  CORPORATION  AND  SUBSIDIARIES


                                   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.

                                INSIGHTFUL CORPORATION

Dated:  August 13, 2001             By  /s/  Shawn  F.  Javid


                                    ----------------------------
                                    Shawn  F.  Javid
                                   President  and  Chief  Executive  Officer
                                  (Principal  Executive  Officer)


Dated:  August 13, 2001             By  /s/  Sarwat  H.  Ramadan


                                    ----------------------------
                                    Sarwat  H.  Ramadan
                                   Chief Financial Officer, Treasurer, and Clerk
                                  (Principal Financial and Accounting Officer)


                                      -20-
<PAGE>