UNITED STATES
                       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, 1999

                        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
   of incorporation or organization)                       Number)


                                 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  AUGUST  12,  1999  THERE WERE 9,766,461 SHARES OF COMMON STOCK, $.01 PAR
VALUE  PER  SHARE,  OUTSTANDING.

<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

                                    FORM 10-Q



                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999

                                TABLE OF CONTENTS


                                                                           PAGE
                                                                           ----

PART I.    FINANCIAL  INFORMATION:

     Item  1.  Consolidated  Condensed  Financial  Statements


        -  Consolidated  Condensed  Balance  Sheets  as  of
           June  30,  1999  and  December  31,  1998                          3

        -  Consolidated  Condensed  Statements  of Income for the
           Three  and  Six  Months  Ended  June  30, 1999 and 1998            5

        -  Consolidated Condensed Statements of Cash Flows for the
           Six  Months  Ended  June  30,  1999  and  1998                     6

        -  Notes to Consolidated Condensed Financial Statements               8

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

     Item  3.  Cautionary  Statements                                         18



PART II.   OTHER  INFORMATION:

     Item  4.  Submission  of  Matters to a Vote of Security Holders          22

     Item  5.  Exhibits  and  Reports  on  Form  8-K                          23


SIGNATURES                                                                    24

EXHIBIT  INDEX                                                                25

                                      2
<PAGE>
<TABLE>
<CAPTION>
                         MATHSOFT, INC. AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                     ASSETS
                                   (UNAUDITED)



                                                          JUNE 30,    DECEMBER 31,
                                                            1999          1998
                                                         -----------  -------------
<S>                                                      <C>          <C>
CURRENT ASSETS:
       Cash and cash equivalents                         $ 6,445,871  $   5,706,657
       Accounts receivable, less reserves of
            approximately $848,000 at June 30, 1999
            and $870,000 at December 31, 1998              4,446,487      4,009,195
       Other receivables                                   1,243,734      1,308,892
       Inventories                                           255,368        374,320
       Prepaid expenses                                      692,569        342,599
                                                         -----------  -------------
                    Total current assets                  13,084,029     11,741,663
                                                         -----------  -------------

PROPERTY AND EQUIPMENT, AT COST:
       Computer equipment and software                     4,986,365      4,765,347
       Property and equipment under capital lease            918,042        918,043
       Furniture and fixtures                              1,078,893      1,036,313
       Leasehold improvements                                624,658        624,658
                                                         -----------  -------------
                                                           7,607,958      7,344,361
       Less - Accumulated depreciation and amortization    6,463,159      6,082,535
                                                         -----------  -------------

                                                           1,144,799      1,261,826

OTHER ASSETS                                                 430,581        488,595
                                                         -----------  -------------

                                                         $14,659,409  $  13,492,084
                                                         ===========  =============


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

                                        3
<PAGE>
<TABLE>
<CAPTION>
                         MATHSOFT, INC. AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                      LIABILITIES AND STOCKHOLDERS' EQUITY
                                   (UNAUDITED)



                                                          JUNE 30,      DECEMBER 31,
                                                           1999            1998
                                                       -------------  --------------
<S>                                                    <C>            <C>
CURRENT LIABILITIES:
       Current portion of capital lease obligations
            and equipment financing                    $    512,434   $     482,004
       Accounts payable                                   2,091,475       2,481,154
       Accrued expenses and other current liabilities     1,913,056       2,452,472
       Deferred revenue                                   2,208,175       1,886,533
                                                       -------------  --------------
                    Total current liabilities             6,725,140       7,302,163
                                                       -------------  --------------

Capital Lease Obligations and Equipment Financing,
           Less current portion                             139,410         139,414
                                                       -------------  --------------

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 - 9,766,461 shares
            at June 30, 1999 and 9,324,407 shares at
            December 31, 1998                                97,665          93,244
       Additional paid-in capital                        30,432,568      29,706,364
       Accumulated deficit                              (22,641,233)    (23,667,397)
       Cumulative translation adjustment                    (94,141)        (81,704)
                                                       -------------  --------------
                   Total stockholders' equity             7,794,859       6,050,507
                                                       -------------  --------------
                                                       $ 14,659,409   $  13,492,084
                                                       =============  ==============

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


                                        4
<PAGE>
<TABLE>
<CAPTION>
                         MATHSOFT, INC. AND SUBSIDIARIES
                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                                   (UNAUDITED)



                                                   THREE MONTHS ENDED                         SIX MONTHS ENDED
                                                        JUNE 30,                               JUNE 30,
                                         --------------------------------------  ------------------------------------
                                                1999                1998               1999               1998
                                         ------------------  ------------------  -----------------  -----------------
<S>                                      <C>                 <C>                 <C>                <C>
REVENUES:
       Software licenses                 $        5,110,605  $        4,283,537  $      10,387,402  $       9,203,459
       Services and other                         1,417,960             939,272          2,680,387          1,721,643
                                         ------------------  ------------------  -----------------  -----------------
            Total net revenues                    6,528,565           5,222,809         13,067,789         10,925,102
                                         ------------------  ------------------  -----------------  -----------------

COST OF REVENUES:
       Software licenses                            838,398             599,804          1,643,750          1,305,804
       Services and other                           430,059             341,679            819,500            638,414
                                         ------------------  ------------------  -----------------  -----------------
            Total cost of revenues                1,268,457             941,483          2,463,250          1,944,218
                                         ------------------  ------------------  -----------------  -----------------
            Gross profit                          5,260,108           4,281,326         10,604,539          8,980,884
                                         ------------------  ------------------  -----------------  -----------------

OPERATING EXPENSES:
       Sales and marketing                        2,937,498           2,408,063          5,753,073          4,829,017
       Research and development                   1,177,368           1,135,200          2,364,943          2,354,432
       General and administrative                   768,299             600,577          1,503,678          1,202,428
                                         ------------------  ------------------  -----------------  -----------------
            Total operating expenses              4,883,165           4,143,840          9,621,694          8,385,877
                                         ------------------  ------------------  -----------------  -----------------

            INCOME FROM OPERATIONS                  376,943             137,486            982,845            595,007

Interest Income, net                                 34,301              23,282             75,741             46,812
                                         ------------------  ------------------  -----------------  -----------------

            INCOME BEFORE PROVISION FOR
                INCOME TAXES                        411,244             160,768          1,058,586            641,819

Provision for Income Taxes                           22,340                   -             32,420                  -
                                         ------------------  ------------------  -----------------  -----------------
            NET INCOME                   $          388,904  $          160,768  $       1,026,166  $         641,819
                                         ==================  ==================  =================  =================


BASIC NET INCOME PER SHARE               $             0.04  $             0.02  $            0.11  $            0.07
                                         ==================  ==================  =================  =================

DILUTED NET INCOME PER SHARE             $             0.04  $             0.02  $            0.10  $            0.06
                                         ==================  ==================  =================  =================

WEIGHTED AVERAGE NUMBER
  OF SHARES OUTSTANDING                           9,766,175           9,247,593          9,726,615          9,188,244
                                         ==================  ==================  =================  =================

WEIGHTED AVERAGE SHARES OUTSTANDING
  ASSUMING DILUTION                              10,495,170          10,487,987         10,682,252         10,453,352
                                         ==================  ==================  =================  =================


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


                                        5
<PAGE>
<TABLE>
<CAPTION>
                         MATHSOFT, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)



                                                                     SIX MONTHS ENDED
                                                                           JUNE 30,
                                                                   ------------------------
                                                                      1999         1998
                                                                   -----------  -----------
<S>                                                                <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

  Net income                                                       $1,026,166   $  641,819
  Adjustments to reconcile net income to net
    cash used in operating activities -
     Depreciation and amortization                                    427,138      454,944
     Changes in assets & liabilities-
         Accounts receivables                                        (437,294)    (417,380)
         Other receivables                                             65,156     (406,742)
         Inventories                                                  118,952       26,277
         Prepaid expenses                                            (251,024)    (226,157)
         Accounts payable                                            (389,680)    (159,896)
         Accrued expenses                                            (539,414)    (281,657)
         Deferred revenue                                             321,642       73,677
                                                                   -----------  -----------
             Net cash used in operating activities                    341,642     (295,115)

CASH FLOWS FROM INVESTING ACTIVITIES:

  Purchases of property and equipment                                (263,597)    (313,288)
  Decrease (Increase) in other assets                                  11,500     (461,367)
                                                                   -----------  -----------
            Net cash used in investing activities                    (252,097)    (774,655)
                                                                   -----------  -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Payments on note payables                                           (65,036)           0
  Payments on capital lease obligations and equipment financing      (258,737)    (262,509)
  Borrowings on capital lease obligations and equipment financing     255,255      670,658
  Proceeds from exercise of stock options and
        Employee Stock Purchase Plan                                  730,624      266,062
                                                                   -----------  -----------
            Net cash provided by financing activities                 662,106      674,211

Effect of exchange rate changes on cash and cash equivalents          (12,437)     (34,074)
                                                                   -----------  -----------

NET INCREASE IN CASH AND CASH EQUIVALENTS                             739,214     (429,633)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                      5,706,657    4,133,541
                                                                   -----------  -----------

CASH AND CASH EQUIVALENTS, END OF PERIOD                           $6,445,871   $3,703,908
                                                                   ===========  ===========

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

                                        6
<PAGE>
<TABLE>
<CAPTION>
                         MATHSOFT, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (CONTINUED)
                                   (UNAUDITED)



                                            SIX MONTHS ENDED
                                                JUNE 30,
                                            ----------------
                                             1999     1998
                                            -------  -------
<S>                                         <C>      <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
    INFORMATION:
          Cash paid during the period for-
                Interest                    $33,634  $37,896
                                            =======  =======
                Income taxes                $20,000  $ 5,000
                                            =======  =======

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

                                        7
<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 three-month and six-month periods
ended  June  30,  1999.  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, 1999 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, 1998
have  been  reclassified  to  conform  to the presentation for the three and six
month  periods  ended  June  30,  1999.

3.  INVENTORIES

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


<TABLE>
<CAPTION>
                        JUNE 30,   DECEMBER 31,
                          1999         1998
                        ---------  -------------
<S>                     <C>        <C>
Materials and supplies  $  60,142  $      98,200
Finished goods . . . .    195,226        276,120
                        ---------  -------------
                        $ 255,368  $     374,320
                        ---------  -------------
</TABLE>

                                        8
<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)


4.  NET  INCOME  PER  SHARE

The Company reports earnings per share in accordance with SFAS No. 128, Earnings
per  Share.  Under  SFAS  No. 128, basic net income per common share is computed
based  on  net  income available to common stockholders and the weighted average
number  of  common shares outstanding during the period.  Diluted net income per
share is computed by including 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,
                               ----------------------  ----------------------
                                  1999        1998        1999        1998
                               ----------  ----------  ----------  ----------
<S>                            <C>         <C>         <C>         <C>
Weighted average shares
    outstanding . . . . . . .   9,766,175   9,247,593   9,726,615   9,188,244

Effect of dilutive securities     728,995   1,240,394     955,637   1,265,108
                               ----------  ----------  ----------  ----------

Weighted average shares
outstanding assuming dilution  10,495,170  10,487,987  10,682,252  10,453,352
                               ==========  ==========  ==========  ==========

</TABLE>

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,
                         ----------------  ----------------
                          1999     1998     1999     1998
                         -------  -------  -------  -------
<S>                      <C>      <C>      <C>      <C>
Antidilutive securities  387,736  180,786  271,886  202,886
                         =======  =======  =======  =======
</TABLE>

                                        9
<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

5.  COMPREHENSIVE  INCOME

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

<TABLE>
<CAPTION>
                         THREE MONTHS ENDED       SIX MONTHS ENDED
                              JUNE  30,               JUNE  30,
                        --------------------  ----------------------
                          1999       1998        1999        1998
                        ---------  ---------  -----------  ---------
<S>                     <C>        <C>        <C>          <C>

Net income . . . . . .  $388,904   $160,768   $1,026,166   $641,819
Cumulative translation
       adjustment. . .   (11,338)   (17,706)     (12,437)   (34,074)
                        ---------  ---------  -----------  ---------

Comprehensive income .  $377,566   $143,062   $1,013,729   $607,745
                        ---------  ---------  -----------  ---------
</TABLE>

6.  SEGMENT  REPORTING

The  Company's  continuing  operations  are classified in three primary business
segments:  (1)  Engineering  and  Education Software Products Division (formerly
known  as  the  Technical  Calculation  Software  Products  Division),  (2) Data
Analysis  Products  Division and (3) FreeScholarships.com.  Summarized financial
information  by  business  segment  for  continuing  operations  is  as follows:

<TABLE>
<CAPTION>
                                       THREE MONTHS        SIX MONTHS
                                           ENDED              ENDED
                                         JUNE  30,          JUNE  30,
                                     ---------------  ------------------
                                      1999     1998     1999      1998
                                     -------  ------  --------  --------
                                      (in thousands)    (in thousands)
<S>                                  <C>      <C>     <C>       <C>
Segment Revenues:
    Engineering and Education
       Software Products Division .  $3,639   $3,076  $ 7,343   $ 6,729
    Data Analysis Products Division   2,890    2,147    5,725     4,196
    FreeScholarships.com. . . . . .       0        0        0         0
                                     -------  ------  --------  --------
           Total net revenues . . .  $6,529   $5,223  $13,068   $10,925
                                     -------  ------  --------  --------

Segment Income (Loss):
    Engineering and Education
       Software Products Division .  $  229   $   98  $   398   $   659
    Data Analysis Products Division     360       63      828       (17)
    FreeScholarships.com. . . . . .    (200)       0     (200)        0
                                     -------  ------  --------  --------
           Total net income . . . .  $  389   $  161  $ 1,026   $   642
                                     -------  ------  --------  --------
</TABLE>

The Company's third business unit, FreeScholarships.com, was formed in June 1999
and  remains  a development stage subsidiary with no revenues during the period.

                                       10
<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES


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


Three  Months  Ended June 30, 1999 Compared with the Three Months Ended June 30,
1998.

RESULTS  OF  OPERATIONS

Total net revenues increased 25% from $5,223,000 for the three months ended June
30,  1998  to $6,529,000 for the three months ended June 30, 1999.  Of this $1.3
million increase, 57% was attributable to an increase in worldwide Data Analysis
Products Division revenue, and the remaining 43% was attributable to an increase
in  worldwide  Engineering  and  Education  Software  Products Division revenue.

Worldwide  Data  Analysis  Products  Division  net revenues increased 34.7% from
$2,147,000  in  the  three months ended June 30, 1998 to $2,890,000 in the three
months ended June 30, 1999, and increased as a percentage of total revenues from
41.1%  to  44.3%.  Service  revenues,  which  include  maintenance, training and
consulting,  increased  $474,000,  while  S-PLUS  new license revenues increased
$270,000.  The  increase  in  both  service  and  license revenues was primarily
attributable  to the release of S-PLUS 4.5 for Windows/NT in May of 1998 and the
release  of  S-PLUS  5.0  for  Unix  in  August  1998.

Worldwide  Engineering  and  Education  Software  Products Division net revenues
increased  18.3%  from  $3,076,000  for the three months ended June 30, 1998, to
$3,639,000  for  the three months ended June 30, 1999.  This Division's revenues
decreased  as  a  percentage  of  total  net  revenues from 58.9% to 55.7%.  The
increase  in  net  revenue  was  primarily  due to growth in sales of StudyWorks
fueled  by  the  release  in April 1999 of StudyWorks III, the latest version of
that  product.  Continued  strong  sales of Axum 6, released in March 1999, also
led  to  the  increase  in  net  revenue.

The Company's third business unit, FreeScholarships.com, was formed in June 1999
and  remains  a development stage subsidiary with no revenues during the period.

Total  international  net  revenues attributable to sales of all Company product
lines  increased  22% from $1,351,000 in the three months ended June 30, 1998 to
$1,649,000  in  the  three  months  ended  June  30,  1999,  and  decreased as a
percentage  of  total  revenues  from  25.8%  to  25.2%,  respectively.

                                       11
<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

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


RESULTS  OF  OPERATIONS  (CONTINUED)

Total  cost  of revenues increased 34.7% from $941,000 in the three months ended
June  30,  1998,  to  $1,268,000  in  the  three months ended June 30, 1999, and
increased  as  a  percentage  of total revenues from 18% to 19.4%, respectively.
The  increase  in  total  cost of revenues as a percentage of total revenues was
primarily  attributable  to  an increase in fixed costs, such as licensing costs
for  the  "S" language used in the S-PLUS product line and other licensing costs
for  purchased  technology  included in the Mathcad and StudyWorks products.  In
addition,  direct  materials,  as  a  percentage of revenues, increased as lower
margin  products, such as StudyWorks, accounted for a greater portion of overall
revenues.

Sales  and  marketing expenses increased 22% from $2,408,000 in the three months
ended  June  30, 1998 to $2,938,000 in the three months ended June 30, 1999, and
decreased  as  a percentage of total revenues from 46.1% to 44.9%, respectively.
The  increase in overall sales and marketing expenses was primarily attributable
to  an  increase  in variable marketing expenditures, headcount additions to the
marketing  department  and  sales  force,  and  recruitment  and consulting fees
associated with the Company's new Internet venture, FreeScholarships.com, formed
in  June  1999.

Research  and  development  expenses  increased  slightly from $1,135,000 in the
three  months  ended June 30, 1998 to $1,177,000 for the three months ended June
30,  1999,  and  decreased  as a percentage of total revenues from 21.7% to 18%,
respectively.

General  and  administrative expenses increased 27.8% from $601,000 in the three
months  ended  June  30,1998 to $768,000 in the three months ended June 30,1999,
and  increased  as  a  percentage  of  total  revenues  from  11.5%  to  11.7%,
respectively.  Approximately  $60,000  of the increase was attributable to legal
and  professional  fees  associated  with the formation of FreeScholarships.com.
The  remainder  of  the  increase in general and administrative expenses was due
primarily  to  increased  compensation  costs,  facility  related increases, and
increases  in  other  miscellaneous  expenses.

Six Months Ended June 30, 1999 Compared with the Six Months Ended June 30, 1998.

RESULTS  OF  OPERATIONS

Total  net  revenues  increased  19.6% from $10,925,000 for the six months ended
June  30,  1998  to  $13,068,000  for  the  six  months  ended  June  30,1999.
Approximately  $1.5 million of the increase, or 71.5%, was attributable the Data
Analysis Products Division.  The remaining 28.5% increase is attributable to the
Engineering  and  Education  Software  Products  Division.

                                       12
<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

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


RESULTS  OF  OPERATIONS  (CONTINUED)

Worldwide  Data Analysis Products Division license and service revenue increased
36.5% from $4,196,000 in the six months ended June 30,1998, to $5,725,000 in the
six  months  ended  June  30,  1999,  and increased as a percentage of total net
revenues  from 38.4% to 43.8%.  Service revenue increased $900,000, while S-PLUS
new  license revenues increased $631,000.  New releases of S-PLUS for Windows/NT
in  May 1998 and the Unix release in August 1998, along with price increases for
licenses and related maintenance, were the primary drivers underlying the growth
in  both  service  and  license  revenues.

Worldwide  Engineering  and  Education  Software  Products  Division  revenues
increased  9.1%  from  $6,729,000  for  the  six  months  ended  June 30,1998 to
$7,343,000  for the six months ended June 30,1999, and decreased as a percentage
of  net  revenues from 61.6% to 56.2%. This increase was primarily due to growth
in  sales  of  StudyWorks fueled by the release in April 1999 of StudyWorks III,
the  latest  version  of  that  product,  and  continued strong sales of Axum 6,
released  in  March  1999.  This offset the decline in Mathcad 8 upgrade license
sales  as  well  as  flat  sales  of  new  Mathcad  licenses.

The Company's third business unit, FreeScholarships.com, was formed in June 1999
and  remains  a development stage subsidiary with no revenues during the period.

Total  international revenues attributable to sales of all Company product lines
increased  16.4%  from  $3,028,000  in  the  six  months  ended  June 30,1998 to
$3,524,000  in  the six months ended June 30,1999, and decreased as a percentage
of  total  revenues  from  27.7%  to  26.9%,  respectively.

Total  cost  of revenues increased 26.7% from $1,944,000 in the six months ended
June  30,1998  to $2,463,000 in the six months ended June 30,1999, and increased
as  a percentage of total revenues from 17.8% to 18.8%, respectively. As was the
case  for the three month period ended June 30, 1999, the increase in total cost
of  revenues  as a percentage of total revenues was primarily attributable to an
increase  in  fixed  costs, such as licensing costs for the "S" language used in
the  S-PLUS  product  line,  and  other licensing costs for purchased technology
included in the Mathcad and StudyWorks products.  In addition, direct materials,
as  a  percentage  of  revenue,  increased  as  lower  margin  products,  such a
StudyWorks,  accounted  for  a  greater  portion  of  overall  sales.

Sales  and  marketing expenses increased 19.1% from $4,829,000 in the six months
ended  June  30,1998  to  $5,753,000  in  the six months ended June 30,1999, and
decreased  slightly  as  a  percentage  of  total  revenues  from  44.2% to 44%,
respectively.  The  increase  in  overall  sales  and  marketing  expenses  was
primarily  attributable  to  an  increase in variable marketing expenditures and
headcount additions to the marketing department and sales force.  Recruiting and
consulting  fees associated with FreeScholarships.com also contributed to higher
expenses.

                                       13
<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

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


RESULTS  OF  OPERATIONS  (CONTINUED)

Research  and  development  expenses  increased  slightly from $2,354,000 in the
first  six months ended June 30,1998 to $2,365,000 for the six months ended June
30,  1999,  and  decreased  as a percentage of total revenues from 21.5% to 18%,
respectively.

General  and  administrative expenses increased 25.1% from $1,202,000 in the six
months  ended June 30, 1998 to $1,504,000 in the six months ended June 30, 1999,
and  increased  slightly  as  a  percentage of total revenues from 11% to 11.5%,
respectively.  The  increase  in  general  and  administrative  expenses was due
primarily  to increased compensation costs, legal and consulting fees associated
with  FreeScholarships.com,  higher  facilities  costs,  and  increases in other
miscellaneous  expenses.

                                       14
<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

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

LIQUIDITY  AND  CAPITAL  RESOURCES

Cash  and  cash  equivalents,  totaling  $6,446,000  at June 30, 1999, increased
$739,000  during  the six months ended June 30,1999, from $5,707,000 at December
31,  1998.  The positive cash flow resulted primarily from proceeds generated by
the  exercise  of  stock  options  and  stock purchases under the employee stock
purchase  plan  totaling  $731,000  and cash provided by operating activities of
$342,000.

In  June  1999,  the  Company  made  an  initial  $3.0  million  investment  in
FreeScholarships.com  and presently anticipates that it will make a $2.0 million
follow-on  investment in FreeScholarships.com. FreeScholarships.com is presently
a  wholly-owned subsidiary of MathSoft (exclusive of employee options to acquire
stock  of  FreeScholarships.com)  and  management  anticipates  that
FreeScholarships.com  will incur losses for the foreseeable future, which losses
will  be included in the Company's consolidated financial results of operations.

The Company's financial reserves are represented by cash and cash equivalents of
$6,446,000 as of June 30, 1999.  The Company also has a line of credit agreement
with  a commercial bank.  Borrowings under the line are limited to the lesser of
80%  of  eligible  domestic  accounts receivable, or $2,000,000.  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 0.5%. The line of credit
contains  certain  restrictive  covenants,  including requirements to achieve or
maintain  minimum  amounts of profitability, equity, leverage and liquidity, all
as  defined  in  the  agreement,  which  expires  on April 30, 2000.  As of June
30,1999,  the Company is in compliance with the restrictive covenants and, as of
June  30,  1999, the Company can borrow up to $2,000,000.  There were no amounts
outstanding  under  this  line  at  June  30,  1999.

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".  Other future events that have the
effect  of  reducing  the  Company's  available  cash  balances,  such  as  the
anticipated  losses  of  FreeScholarships.com, unanticipated operating losses or
capital expenditures, cash expenditures related to possible future acquisitions,
or  investment in new products or services may cause a material difference.  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 issuance 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.

                                       15
<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

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

YEAR  2000  READINESS  DISCLOSURE  STATEMENT

Many  currently  installed  computer  systems and software products are coded to
accept  only  two  digit entries in the date code field.  These date code fields
will  need  to  accept four digit entries to distinguish 21st century dates from
20th  century dates.  As a result, many companies' software and computer systems
may  need  to  be  upgraded or replaced in order to comply with such "Year 2000"
requirements.  MathSoft  is in the process of evaluating and correcting the Year
2000  compliance  of  its  proprietary  products  and  services  and third party
equipment  and  software that it uses, as well as its non-information technology
systems,  such  as  building  security,  voice  mail and other systems.  Current
information  about the Company's product compliance is available at the MathSoft
Year  2000  Readiness  Disclosure  section  of  our  website.

The  Company's  Year  2000  compliance  efforts consist of the following phases:

     (1)     Identification  of all  software products,  information  technology
             systems and  non-information  technology systems.  The Company  has
             completed  this  phase. Inventories  have  been  developed  marking
             compliant  and,  if  applicable, non-compliant  items.
     (2)     Assessment  of  repair  or  replacement  requirements. The  Company
             has substantially  completed  this phase and incorporated any costs
             into the 1999 operating  plan.
     (3)     Repair and/or replacement.  The  Company  has  begun this phase and
             expects completion  by  September  1999.
     (4)     Testing.  This  phase  is  in  continuous operation and  should  be
             substantially  complete  by  September  1999.
     (5)     Implementation.  This  phase  is on an  as-needed basis, and should
             be substantially  completed  by  September  1999.
     (6)     Creation  of  contingency plans in the event of Year 2000 failures.
             The Company has not  developed  a  year  2000-specific  contingency
             plan.  If year 2000 compliance  issues are  discovered, the Company
             then will  evaluate the need  for  contingency  plans  relating  to
             such  issues.

                                       16
<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

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

Year  2000  Readiness  Disclosure  Statement  (continued)

To  date,  the  Company  has  not incurred more than $100,000 of expenditures in
connection  with identifying, evaluating or remediating any Year 2000 compliance
issues.  We have reevaluated our preliminary estimates, regarding expected costs
to MathSoft for evaluating and correcting Year 2000 issues, and believe they are
in  the  range  of $250,000 to $550,000.  Most of these costs will be capital in
nature,  will  have  an  immaterial impact on earnings per share, will be funded
through  our operating cash flows, and have been contemplated in the development
of  our  1999  operating  plan.  Although MathSoft does not anticipate any major
non-compliance  issues, there can be no assurance that there will not be a delay
in,  or  increased  costs associated with, the implementation of MathSoft's year
2000  readiness  plan.  MathSoft  currently  believes  that the greatest risk of
disruption  in  its  business  exists  in  the  event of non-compliance by third
parties  with  whom  it  has significant supplier and/or customer relationships.
Compliance  questionnaires  and  letters have been sent to all significant third
parties.  The  Company  has  received responses from more than 70% of suppliers.
Most  of those responding certified that their products are Year 2000 compliant.
The  Company  has  remitted  follow  up  letters  to third parties that have not
responded  to  primary efforts.  Third parties that could not certify that their
products  are  Year  2000  compliant  provided  additional  documentation. These
materials  have been reviewed by MathSoft's Year 2000 compliance committee. Thus
far,  MathSoft's  Year  2000  compliance  committee  does  not  believe that any
critical  functions  of  the  Company  will be affected by the non-compliance of
third  parties.

The  Company's  expectations regarding Year 2000 remediation efforts will evolve
as  it  continues  to analyze and correct its systems. Failure by the Company to
resolve  Year 2000 issues with respect to its products and services could have a
material  adverse  effect  on  the  Company's business, results of operation and
financial  condition.  Furthermore, failure of third-party equipment or software
to  operate  properly with regards to the Year 2000 and thereafter could require
MathSoft  to  incur  significant  unanticipated expenses to remedy any problems.

                                       17
<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.
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.  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.

                                       18
<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

                              CAUTIONARY STATEMENTS

RISKS  ASSOCIATED  WITH FREESCHOLARSHIPS.COM AND OTHER 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,
some of which could depart from the Company's traditional business model.  These
investments  may  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.  In June 1999, the Company formed FreeScholarships.com, a new
Internet  venture  whose  business  model departs from the Company's traditional
model  of  licensing  software  products.  Management  anticipates  that
FreeScholarships.com  will  incur  substantial losses for the forseeable future.
There  can  be  no assurance that FreeScholarships.com will become profitable or
that  the  Company  will  have  the  necessary  resources  to  finance
FreeScholarships.com's  operations  in  the  future.

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 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 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 those related to 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.

                                       19
<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

                              CAUTIONARY STATEMENTS

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.  Mathcad products are currently marketed
and  distributed  in  the  U.S.  through third party resellers and distributors,
telesales  and  direct  mail  and  electronic  methods.  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  33%  and approximately 34% of the Company's total
revenues  in the fiscal years ended June 30, 1996 and 1997, approximately 30% of
the  Company's total revenues during the Transition Period, approximately 28% of
the  Company's  total  revenues  in the fiscal year ended December 31, 1998, and
approximately  27%  for  the six months ended June 30, 1999, 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.

RELIANCE ON THIRD PARTY LICENSORS.  (i)  Maple V, a software product licensed as
a  part  of  Mathcad,  (ii)  certain copyrighted texts licensed from third party
publishers  incorporated  in  the  Company's  Electronic Books, and (iii)  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.

                                       20
<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

                              CAUTIONARY STATEMENTS

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.  Compliance  questionnaires  and  letters  have  been  sent  to  all
significant  third parties. Compliance questionnaires and letters have been sent
to  all significant third parties.  The Company has received responses from more
than  70%  of  suppliers.  The  Company  has remitted follow up letters to third
parties  that  have not responded to primary efforts.   Most of those responding
certified that their products are Year 2000 compliant.  Third parties that could
not  certify  that  their  products  are Year 2000 compliant provided additional
documentation.  These  materials  have  been  reviewed  by  MathSoft's Year 2000
committee.  Thus  far,  no material issues have been discovered that may inhibit
MathSoft's  business  operations.  However,  there  is  no  assurance  that such
companies  will  not  suffer  a  Year 2000 business disruption, which could harm
MathSoft's  business  and  financial  condition.

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.

                                       21
<PAGE>
                        MATHSOFT, INC.  AND SUBSIDIARIES

                           PART II - OTHER INFORMATION


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

     The  Company  held  its annual meeting of stockholders on May 21, 1999.  At
the  meeting,  the  Stockholders  of  the  Company  voted  to:

     (i)     elect  David D. Martin to the Board of Directors  as  a  Class  III
             Director to  serve for a three-year term (until the Annual  Meeting
             of the Stockholders in 2002)  (8,379,013  shares in favor;  285,451
             shares  against;  0  shares  abstaining;  and  0  shares  unvoted);
     (ii)    amend  the  Amended and Restated 1992 Stock Plan  to  increase  the
             number of  shares  of Common Stock available for issuance under the
             plan from 3,150,000 shares  to  3,900,000 shares (2,911,743  shares
             in favor; 805,714 shares  against; 50,120  shares  abstaining;  and
             4,896,887  shares  remaining  unvoted);
     (iii)   amend  the  Employee  Stock  Purchase  Plan  to increase the number
             of  shares  available  for  issuance  under  the plan  from 200,000
             shares  to  450,000 shares  (3,439,763  shares  in  favor;  278,244
             shares  against;  49,570 shares abstaining;  and  4,896,887  shares
             unvoted);
     (iv)    amend  the 1992 Non-Employee  Director  Stock  Option  Plan  to (A)
             increase the  annual  stock option grant for one year service  from
             5,000 shares to 10,000 shares,  (B) modify the vesting schedule  so
             that stock options granted under  the  plan  shall  be  exercisable
             from  the  date  of  grant  and (C)  increase  the number of shares
             available  for  issuance  under  the plan  from  160,000  shares to
             400,000 shares (2,956,921 shares in favor;  752,811 shares against;
             57,845  shares  abstaining;  and  4,896,887  shares  unvoted);  and
     (v)     ratify  the  selection  of  Arthur Anderson LLP as auditors for the
             fiscal year ending December  31, 1999 (8,568,857 shares  in  favor;
             38,242 shares against; 57,365  shares  abstaining;  and  0  shares
             unvoted).

                                       22
<PAGE>
                        MATHSOFT, INC.  AND SUBSIDIARIES

                           PART II - OTHER INFORMATION


ITEM  5.  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 June 11,
               1999  reporting  the  formation  of  a  new  subsidiary,
               FreeScholarships.com,  an  Internet venture.

               The  Company  filed  a  Current Report on Form 8-K dated  July
               19, 1999  reporting  fiscal  second  quarter  results.



                                       23
<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.



                               MATHSOFT,  INC.



Dated:  August  12,  1999      By  /s/  Charles  J.  Digate
                               ----------------------------
                               Charles  J.  Digate
                               Chairman, President and Chief Executive Officer
                               (Principal  Executive  Officer)




Dated:  August  12,  1999      By  /s/  Robert  P.  Orlando
                               ----------------------------
                               Robert  P.  Orlando
                               Senior Vice President Finance and Administration,
                               Chief Financial  Officer, Treasurer, and  Clerk
                               (Principal  Financial  and  Accounting  Officer)

                                       24
<PAGE>
                        MATHSOFT, INC.  AND SUBSIDIARIES

                                  EXHIBIT INDEX


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

27.1            Financial  Data  Schedule.

                                       25
<PAGE>