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, 1998

                        COMMISSION FILE NUMBER  0-020992

                                 MATHSOFT, INC.
                (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)

                                 101 MAIN STREET
                       CAMBRIDGE, MASSACHUSETTS 02142-1521
   (Address, including zip code, of registrant's principal executive offices)

                                 (617) 577-1017
               (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  MAY  7, 1998 THERE WERE 9,238,709 SHARES OF COMMON STOCK, $.01 PAR VALUE
PER  SHARE,  OUTSTANDING.

<PAGE>

                         MATHSOFT, INC. AND SUBSIDIARIES

                                    FORM 10-Q


                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998

                                TABLE OF CONTENTS


                                                       PAGE
                                                       ----
<TABLE>
<CAPTION>


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

        Item 1. Consolidated Condensed Financial Statements

                Consolidated Condensed Balance Sheets as of
                March 31, 1998 and December 31, 1997                                        3

           -    Consolidated Condensed Statements of Operations for the
                Three Month Periods Ended March 31, 1998 and 1997                           5

           -    Consolidated Condensed Statements of Cash Flows for the
                Three Month Periods Ended March 31, 1998 and 1997                           6

              - Notes to Consolidated Condensed Financial Statements                        8

        Item 2. Management's Discussion and Analysis of Financial
                Condition and Results of Operations                                         12

        Cautionary Statements                                                               15

</TABLE>
<TABLE>
<CAPTION>


<S>                                                                   <C>

PART  II.      OTHER  INFORMATION:

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


SIGNATURES                                                                                  20
</TABLE>
<PAGE>


                         MATHSOFT, INC. AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                     ASSETS
                                   (UNAUDITED)

<TABLE>
<CAPTION>


                                                               MARCH 31,   DECEMBER 31,
                                                                 1998          1997
                                                              -----------  -------------
<S>                                                           <C>          <C>
CURRENT ASSETS:
       Cash and cash equivalents                              $ 4,209,569  $   4,133,541
       Accounts receivables, less reserves of
            approximately $1,448,000 at March 31, 1998
            and $1,598,000 at December 31, 1997                 2,959,984      2,527,973
       Other receivables                                          942,922        944,361
       Inventories                                                216,699        255,205
       Prepaid expenses                                           516,896        233,714

                    Total current assets                        8,846,070      8,094,794
                                                              -----------  -------------

PROPERTY AND EQUIPMENT, AT COST:
       Computer equipment and software                          4,435,995      4,609,382
       Property and equipment under capital lease                 918,267        615,910
       Furniture and fixtures                                   1,016,636      1,012,763
       Leasehold improvements                                     624,658        626,890
                                                              -----------  -------------
                                                                6,995,556      6,864,945
       Less - Accumulated depreciation and amortization         5,544,935      5,315,979

                                                                1,450,621      1,548,966

OTHER ASSETS:
       Purchased technology, net of accumulated amortization
           of approximately $2,938,000 at March 31, 1998 and
           December 31, 1997                                       70,500         70,500
       Other assets                                               109,103         97,890

                                                                  179,603        168,390
                                                              -----------  -------------
                                                              $10,476,294  $   9,812,150
                                                              ===========  =============












<FN>

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


<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                      LIABILITIES AND STOCKHOLDERS' EQUITY
                                   (UNAUDITED)

<TABLE>
<CAPTION>


                                                         MARCH 31,     DECEMBER 31,
<S>                                                    <C>            <C>
                                                               1998            1997 
CURRENT LIABILITIES:
       Current portion of capital lease obligations    $    571,276   $     374,089 
       Accounts payable                                   2,308,095       2,243,290 
       Accrued expenses and other liabilities             1,955,098       2,236,655 
       Deferred revenue                                   1,310,663       1,389,042 
                                                       -------------  --------------
                    Total current liabilities             6,145,132       6,243,076 
                                                       -------------  --------------

CAPITAL LEASE OBLIGATIONS, LESS CURRENT PORTION             254,441          73,751 
                                                       -------------  --------------

STOCKHOLDERS' EQUITY:
       Preferred stock, $.01 par value -
            Authorized - 1,000,000 shares
            Issued and outstanding-none                           -               - 
       Common stock, $.01 par value-
            Authorized - 20,000,000 shares
            Issued and outstanding - 9,171,731 shares
            at March 31, 1998 and 9,108,616 shares at
            December 31, 1997                                91,717          91,086 
       Additional paid-in capital                        29,455,836      29,339,752 
       Accumulated deficit                              (25,406,474)    (25,887,525)
       Cumulative translation adjustment                    (64,358)        (47,990)
                                                       -------------  --------------
                   Total stockholders' equity             4,076,721       3,495,323 
                                                       -------------  --------------
                                                       $ 10,476,294   $   9,812,150 
                                                       =============  ==============









<FN>

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


                                       
                         MATHSOFT, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                   THREE MONTHS ENDED
                                                                       MARCH 31,
                                                               1998                1997
                                                        ------------------  -------------------
<S>                                                     <C>                 <C>
REVENUES:
       Software licenses                                $        4,919,922  $        3,243,661 
       Services and other                                          782,371             597,906 
                                                        ------------------  -------------------
            Total revenues                                       5,702,293           3,841,567 
                                                        ------------------  -------------------

COST OF REVENUES:
       Software licenses                                           706,000             807,738 
       Services and other                                          296,735             191,632 
                                                        ------------------  -------------------
            Total cost of revenues                               1,002,735             999,370 
                                                        ------------------  -------------------
            Gross profit                                         4,699,558           2,842,197 
                                                        ------------------  -------------------

OPERATING EXPENSES:
       Sales and marketing                                       2,420,954           2,592,123 
       Research and development                                  1,219,232           1,435,638 
       General and administrative                                  601,852             775,690 
                                                        ------------------  -------------------
            Total operating expenses                             4,242,038           4,803,451 
                                                        ------------------  -------------------

            INCOME (LOSS) FROM OPERATIONS                          457,520          (1,961,254)

INTEREST INCOME, NET                                                23,531              44,598 

            INCOME (LOSS) BEFORE PROVISION FOR
                INCOME TAXES                                       481,051          (1,916,656)

PROVISION FOR INCOME TAXES                                               -              12,658 
                                                        ------------------  -------------------
            NET INCOME (LOSS)                           $          481,051  $       (1,929,314)
                                                        ==================  ===================


BASIC NET INCOME (LOSS) PER SHARE                       $             0.05  $            (0.21)
                                                        ==================  ===================

DILUTED NET INCOME (LOSS) PER SHARE                     $             0.05  $            (0.21)
                                                        ==================  ===================

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING                    9,131,169           8,977,144 
                                                        ==================  ===================

WEIGHTED AVERAGE SHARES OUTSTANDING ASSUMING DILUTION           10,214,439           8,977,144 
                                                        ==================  ===================








<FN>

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


<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                         THREE MONTHS ENDED
                                             MARCH 31,

                                                                   1998          1997
                                                                -----------  ------------
<S>                                                             <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

  Net income (loss)                                             $  481,051   $(1,929,314)
  Adjustments to reconcile net income (loss) to  net
    cash used in operating activities -
     Depreciation and amortization                                 230,588       252,538 
     Changes in assets & liabilities-
         Accounts receivables                                     (432,011)      493,164 
         Other receivables                                           1,439      (251,621)
         Inventories                                                38,506       103,708 
         Prepaid expenses                                         (283,182)       11,332 
         Accounts payable                                           64,807      (182,471)
         Accrued expenses                                         (281,559)      230,680 
         Deferred revenue                                          (78,379)      260,654 
                                                                -----------  ------------
             Net cash used in operating activities                (258,740)   (1,011,330)

CASH FLOWS FROM INVESTING ACTIVITIES:

  Purchases of property and equipment                             (130,611)     (192,444)
  Increase in other assets                                         (12,845)       (6,158)
                                                                -----------  ------------
            Net cash used in investing activities                 (143,456)     (198,602)
                                                                -----------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Payments on capital lease obligations and short-term debt        (81,027)      (68,879)
  Proceeds from capital lease obligations and short-term debt      458,904       442,590 
  Proceeds from exercise of stock options and
        Employee Stock Purchase Plan                               116,715       140,150 
                                                                -----------  ------------
            Net cash provided by financing activities              494,592       513,861 

Effect of exchange rate changes on cash and cash equivalents       (16,368)       32,767 
                                                                -----------  ------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                76,028      (663,304)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                   4,133,541     3,916,098 
                                                                -----------  ------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                        $4,209,569    $3,252,794 
                                                                ===========  ============

<FN>

 The  accompanying  notes  are an integral part of these consolidated condensed financial
statements.
                                         </TABLE>
<PAGE>
                        MATHSOFT, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (CONTINUED)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                    THREE MONTHS ENDED
                                         MARCH 31,

                                             1998     1997
                                            -------  -------
<S>                                         <C>      <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
    INFORMATION:
          Cash paid during the period for-
                Interest                    $18,830  $   994
                                            =======  =======
                Income taxes                $16,368  $12,659
                                            =======  =======
































<FN>

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


<PAGE>



                         MATHSOFT, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.    BASIS  OF  PRESENTATION

The accompanying unaudited consolidated condensed financial statements have been
prepared  by  MathSoft, Inc. ("MathSoft" or 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 transition period from July 1,
1997  to  December  31, 1997.  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, 1998 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 quarter ended December 31,
1997  and  March  31, 1997 have been reclassified to conform to the presentation
for  the  quarter  ended  March  31,  1998.

3.    INVENTORIES

Inventories  are stated at the lower of cost (first-in, first-out) or market and
consist  of  the  following:
<TABLE>
<CAPTION>


                        MARCH 31,   DECEMBER 31,
                           1998         1997

<S>                     <C>         <C>
Materials and supplies  $   12,972  $      44,786
Finished goods             203,727        210,419
                        ----------  -------------
                        $  216,699  $     255,205
                        ----------  -------------

</TABLE>





<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)


4.    BASIC  AND  DILUTED  NET  INCOME  (LOSS)  PER  COMMON  SHARE

In  March 1997, the Financial Accounting Standards Board (FASB) issued Statement
of  Financial  Accounting  Standards No. 128, Earnings Per Share (SFAS No. 128).
SFAS  No.  128  establishes  standards for computing and presenting earnings per
share.    This statement is effective for fiscal years ending after December 15,
1997.    Net income (loss) per share has been restated for all periods presented
to  conform  with  SFAS  No.  128.

Basic  and  diluted  net  income  (loss)  per  share  is  as  follows:
<TABLE>
<CAPTION>

                                        THREE-MONTH  PERIODS
                                                 ENDED
                                               MARCH  31,

<S>                                   <C>          <C>
                                            1998        1997
                                      $   481,051  $(1,929,314)
                                      ===========  ============
Net income (loss)

Weighted average shares
    outstanding                         9,131,169    8,977,144 
Effect of dilutive securities,
    stock options                       1,083,270            - 
                                      -----------  ------------

Weighted average shares
outstanding assuming dilution          10,214,439    8,977,144 
                                      ===========  ============

Basic net income (loss) per share
                                      $       .05  $      (.21)
                                      ===========  ============

Diluted net income (loss) per share
                                      $       .05  $      (.21)
                                      ===========  ============
</TABLE>




<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

              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:

<TABLE>
<CAPTION>


                           THREE-MONTH  PERIODS
                                 ENDED
                              MARCH 31,

<S>                        <C>       <C>
                              1998      1997
Antidilutive securities-
Stock options               224,986   2,567,484
                           --------  ----------
Average exercise price of
antidilutive securities    $   5.34  $     2.30
                           ========  ==========
</TABLE>




5.              COMPREHENSIVE  INCOME  (LOSS)

In  July  1997,  the  FASB  issued SFAS No. 130, Reporting Comprehensive Income.
SFAS  No.  130  establishes standards for reporting and display of comprehensive
income and its components in a full set of general purpose financial statements,
in  order  to  measure all changes in stockholder's equity of an enterprise that
result  from  transactions  and  other  economic events of the period other than
transactions  with  stockholder's.  Comprehensive income, as defined by SFAS No.
130,  is the total of net income and all other nonowner changes in equity.  This
statement  is  effective for fiscal years beginning after December 15, 1997, and
accordingly  the  Company  has  adopted  it in its first fiscal quarter of 1998.

Total  Comprehensive  Income  (Loss)  is  as  follows:
<TABLE>
<CAPTION>


                                   THREE-MONTH  PERIODS
                                            ENDED
                                          MARCH  31,
                                       1998         1997

<S>                                 <C>        <C>           <C>       <C>
Net Income (Loss)                   $481,051   $(1,929,314)
Cumulative Translation Adjustment    (64,358)      (70,614)
                                    ---------  ------------               
Comprehensive Income (Loss)         $416,693   $(1,999,928)
                                    ---------  ------------               
</TABLE>



<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)



6.            RECENTLY  ISSUED  ACCOUNTING  STANDARD

In  July  1997,  the  FASB issued SFAS No. 131, Disclosures About Segments of an
Enterprise and Related Information.  SFAS No. 131 requires certain financial and
supplementary  information  to  be  disclosed on an annual and interim basis for
each  reportable  segment  of an enterprise.  Reportable segments, as defined by
this  statement,  correspond to the way management organizes units and evaluates
performance internally, and may be based upon products, geography, legal entity,
management  structure  or  a  combination  of  these  methods.   SFAS No. 131 is
applicable  only  to  public,  for-profit  entities  and  is effective for years
beginning after December 15, 1997.  It need not be applied to interim statements
in  the  initial  year  of  application  and accordingly it is not being applied
herein.    Unless  impracticable,  companies  would be required to restate prior
period  information  upon  adoption.


<PAGE>

                         MATHSOFT, INC. AND SUBSIDIARIES

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Three  Month  Period  Ended  March 31, 1998 Compared with the Three Month Period
Ended  March  31,  1997.

RESULTS  OF  OPERATIONS

Total  revenues  increased  48% from $3,842,000 for the three months ended March
31,  1997  ("first  quarter  of fiscal 1997") to $5,702,000 for the three months
ended  March  31,  1998 ("first quarter of fiscal 1998").  The increase in total
revenues  was primarily attributable to a worldwide increase in both new license
and  upgrade  revenue  generated  by  the  Company's core product, Mathcad 7 for
Windows,  and  new  license  and maintenance revenue generated from its S-PLUS 4
product  released  in  September  1997.

Mathcad  for  Windows  generated  new  license  revenue of $940,000 in the first
quarter  of  fiscal  1997  compared to $1,912,000 in the first quarter of fiscal
1998,  and  increased  as  a  percentage  of  total  revenues  from  24% to 34%,
respectively.   Mathcad for Windows generated upgrade revenue of $226,000 in the
first quarter of fiscal 1997 compared to $821,000 in the first quarter of fiscal
1998,  and  increased  as  a  percentage  of  total  revenues  from  6%  to 14%,
respectively.  Prior to the release of Mathcad 7 for Windows, the Company's last
significant  upgrade  was  Mathcad 6 for Windows which was released in July 1995
and  its  upgrade  cycle  was  therefore winding to a close in the quarter ended
March  31, 1997.  Worldwide S-PLUS license and maintenance revenue increased 27%
from  $1,392,000  in the first quarter of fiscal 1997 to $1,761,000 in the first
quarter  of  fiscal  1998,  but decreased as a percentage of total revenues from
36.2%  to  30.9%,  respectively.    Total international revenues attributable to
sales  of all Company product lines increased 16.0% from $1,446,000 in the first
quarter  of  fiscal  1997 to $1,677,000 in the first quarter of fiscal 1998, and
decreased  as  a percentage of total revenues from 37.6% to 29.4%, respectively.

Total  cost  of  revenues  remained  relatively consistent at $1,003,000 for the
first  quarter  of  fiscal  1998 compared to $1,000,000 for the first quarter of
fiscal  1997,  but  decreased  as  a  percentage of total revenues from 26.1% to
17.5%,  respectively.  The decrease in total cost of revenues as a percentage of
total revenues was primarily attributable to switching from diskette to CD media
with  the  release  of Mathcad 7 for Windows, thereby decreasing direct material
costs  on  a per unit basis.  To a lesser degree, fixed costs, such as licensing
costs  for the "S" language used in the S-PLUS product line and the amortization
of  purchased  technology, decreased as a percentage of total revenues due to an
overall  higher  revenue  base  in  the  first  quarter  of  fiscal  1998.

<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


RESULTS  OF  OPERATIONS  (CONTINUED)

Sales and marketing expenses decreased 6.6% from $2,592,000 in the first quarter
of  fiscal 1997 to $2,421,000 in the first quarter of fiscal 1998, and decreased
as  a  percentage  of  total  revenues  from  67.5% to 42.5%, respectively.  The
decrease in overall sales and marketing expenses was primarily attributable to a
decrease in variable marketing expenditures, as the first quarter of fiscal 1997
had increased expenditures related to the launch of the StudyWorks! product
line on the Macintosh platform.

Research  and  development expenses decreased 15.1% from $1,436,000 in the first
quarter  of  fiscal  1997 to $1,219,000 in the first quarter of fiscal 1998, and
decreased  as  a percentage of total revenues from 37.4% to 21.4%, respectively.
The  decrease  in  overall  research  and  development  expenses  was  due  to a
significant decrease in research and development fees associated with StatServer
product  development  following  product  release  in  April  1997.

General  and  administrative expenses decreased 22.4% from $776,000 in the first
quarter  of  fiscal  1997  to  $602,000 in the first quarter of fiscal 1998, and
decreased  as  a percentage of total revenues from 20.2% to 10.6%, respectively.
The decrease in overall general and administrative expenses was due primarily to
decreased  foreign  exchange  losses.

LIQUIDITY  AND  CAPITAL  RESOURCES

Cash  and  cash  equivalents,  totaling  $4,210,000 at March 31, 1998, increased
$76,000  during  the  three-month period ended March 31, 1998 from $4,134,000 at
December  31,  1997.    The  positive cash flow resulted primarily from proceeds
generated  by  equipment  financing  transactions  and stock option exercises of
$392,000  and  $117,000,  respectively,  offset  by  purchases  of  property and
equipment  of  $131,000  and  cash  used  in  operations  of  $259,000.

The Company's financial reserves are represented by cash and cash equivalents of
$4,210,000  as  of  March  31,  1998.    The  Company  also has a line of credit
agreement  with a commercial bank.  Borrowings under the line are limited to the
lesser  of  65%  of eligible domestic accounts receivable or $1,000,000 based on
certain  profitability  covenants.    Borrowings are secured by a first security
interest  on  substantially all of the Company's assets and bear interest at the
bank's  prime  rate  plus  1%.  The  line of credit contains certain restrictive
covenants,  including  minimum  amounts  of  profitability, equity, leverage and
liquidity,  all  as  defined in the agreement, and expires on December 31, 1998.
There  were  no  amounts  outstanding  under  this  line  at  March  31,  1998.

<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


LIQUIDITY  AND  CAPITAL  RESOURCES  (CONTINUED)

The  Company  believes  its  financial  reserves  and  cash  flows  from  future
operations  will  be  sufficient to meet its liquidity requirements for at least
the next twelve months.  The foregoing statement is forward-looking and involves
risks  and  uncertainties,  many of which are outside the Company's control. The
Company's  actual  experience  may  differ materially from that discussed above.
Factors  that  might  cause  such  a difference include, but are not limited to,
those  discussed  in  "Cautionary Statements" as well as future events that have
the  effect  of  reducing  the  Company's  available  cash  balances,  such  as
unanticipated  operating  losses  or  capital  expenditures or cash expenditures
related to possible future acquisitions.  The Company may be presented from time
to  time  with  acquisition  opportunities  which  require  additional  external
financing, and the Company may from time to time seek to obtain additional funds
from  public or private issuances of equity or debt securities.  There can be no
assurance  that  any  such  financing  will  be  available  at  all  or on terms
acceptable  to  the  Company.



<PAGE>
                         MATHSOFT, INC. 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, and
substantially  all  of its product revenues in each quarter result from software
licenses  issued  in  that  quarter,  and  the  Company's  ability to accurately
forecast  future revenues and income for any period is 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.  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  ACQUISITIONS.    The  Company  has  made  a  number  of
acquisitions  and  will continue to review future acquisition opportunities.  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

<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

                              CAUTIONARY STATEMENTS


RISKS  ASSOCIATED  WITH  ACQUISITIONS    (CONTINUED).
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 DIVESTITURES.  The Company's product offerings presently
may  be  divided  between  two principal product families - those related to its
Mathcad line addressing the calculation needs of the technical, professional and
education markets, and its S-PLUS offerings, marketed primarily to professionals
needing  statistical  analysis  tools.

In  setting strategic goals to maximize shareholder value, the Company from time
to  time  considers the options of divesting itself of one product family or the
other,  or  product lines within a given family, to concentrate its focus on the
business  opportunity  associated  with  the remaining product family or product
lines.

At  the  present time, the Company is not party to any agreement relating to the
sale  of  either  of its product families or product lines within such families,
but  it  may  elect  to pursue such options at any time.  If the Company were to
consummate  such a sale, there can be no assurance that it would receive returns
from  such  sale  that  investors  in  the  Company  would  consider attractive.

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.    Mathcad  products are currently marketed and distributed in the
U.S.  through third party resellers and distributors, telesales and direct mail.
Internationally,  the  Company's  Mathcad  products are marketed and distributed
through  third party resellers and distributors.  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  INTERNATIONAL  OPERATIONS.  Sales outside North America
accounted  for  approximately  36.1%,  32.5%  and  approximately  34.0%  of  the
Company's  total  revenues  in  the twelve months ended June 30, 1995, 1996, and
1997,  and approximately 29.5% of the Company's total revenues in the six months
ended  December  31,  1997,  and  approximately 29.4% for the three months ended
March  31,  1998,  and  may  continue  to represent a significant portion of the
Company's  product  revenues.    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.


<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

                              CAUTIONARY STATEMENTS


RELIANCE  ON  THIRD  PARTY LICENSORS.  Maple V, a software product licensed as a
part  of  the most recent version of Mathcad, contains certain copyrighted texts
licensed  from  third  party publishers incorporated in the Company's Electronic
Books,  and  the  S  programming  language,  the  language  on  which all of the
StatSci's  products  are  based,  are 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 technical calculation 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.  The Company's
financial  results  may be negatively impacted by the failure of new or existing
products  to  be  favorably  received  by  retailers and consumers due to price,
availability,  features, other product choices or the necessity of promotions to
increase  sales  of  the  Company's  products.

YEAR  2000 ISSUES.  The Year 2000 issue exists because many computer systems and
applications  currently  use  two-digit date fields to designate a year.  As the
century  date change occurs, date-sensitive systems will recognize the year 2000
as  1900, or not at all.  This inability to recognize or properly treat the Year
2000 may cause systems to process critical financial and operational information
incorrectly.  The  Company  utilizes  software  from  third  parties and related
technologies throughout its business that will be affected by the date change in
the  year  2000.  An internal study is currently under way to determine the full
scope  and  related  costs to insure that the Company's systems continue to meet
its  needs.  The Company began incurring expenses in 1997 to resolve this issue.
All  expenditures will be expensed as incurred and they are not expected to have
a  significant  impact  on  the  Corporation's  ongoing  results  of operations.



<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

                              CAUTIONARY STATEMENTS

UNCERTAINTIES  REGARDING  PROTECTION  OF  PROPRIETARY  TECHNOLOGY; UNCERTAINTIES
REGARDING  PATENTS.    The  Company  believes  that  while  the  mathematical
calculations  performed by the Company's software are not proprietary, the speed
and  quality  of  displaying  the  computation and the ease of use are unique to
MathSoft's products.  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  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.





<PAGE>
                         MATHSOFT, INC.  AND SUBSIDIARIES

                           PART II - OTHER INFORMATION


ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

     (a)  Exhibits:

27.1    Financial  Data  Schedule.

     (b)  Reports  on  Form  8-K:

The  Company filed a Current Report on Form 8-K dated January 15, 1998 reporting
results  for  the  three-months  ended  December  31,  1997.

The  Company  filed  a Current Report on Form 8-K dated April 16, 1998 reporting
fiscal  first  quarter  results.





<PAGE>
                         MATHSOFT, INC. 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.


<TABLE>
<CAPTION>

<S>                   <C>
                      MATHSOFT, INC.



Dated:  May 15, 1998  By  /s/ Charles J. Digate
                      ------------------------------------------------
                      Charles J. Digate
                      Chairman, President and Chief Executive Officer
                      (Principal Executive Officer)




Dated:  May 15, 1998  By  /s/ Robert P. Orlando
                      ------------------------------------------------
                      Robert P. Orlando
                      Vice President Finance and Administration,
                      Chief Financial Officer, Treasurer, and Clerk
                      (Principal Financial and Accounting Officer)
</TABLE>






<PAGE>
                        MATHSOFT, INC.  AND SUBSIDIARIES

                                  EXHIBIT INDEX


EXHIBIT  NO.                              DESCRIPTION
------------                              -----------

27.1          Financial  Data  Schedule.



<PAGE>