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                       SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549-1004

                                   FORM 10-Q/A

                          AMENDMENT NO. 1 TO FORM 10-Q

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

                FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 1996

                         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 FEBRUARY 5, 1997 THERE WERE 8,978,097 SHARES OF COMMON STOCK, $.01 PAR
VALUE PER SHARE OUTSTANDING.


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This Amendment No. 1 on Form 10-Q/A to the Quarterly Report on Form 10-Q, dated
April 16, 1997 (the "Report"), is being filed to refile the Software License
Agreement dated February 18, 1996 between the Company and Lucent Technologies
Inc. included as Exhibit 10.1 to the Report in accordance with the Company's
amended request for confidential treatment of certain portions of the Software
License Agreement dated February 18, 1996 between the Company and Lucent
Technologies Inc. Such Exhibit 10.1 is hereby amended and restated in its
entirety. The other exhibits to the Report are not being amended and have been
previously filed with the Securities and Exchange Commission.

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                                  EXHIBIT INDEX
                                  -------------

     The following exhibits are, as indicated below, either filed herewith or
have heretofore been filed with the Securities and Exchange Commission and are
referred to and incorporated by reference to such filings.

     Exhibit
     Number                                 Description
     ------                                 -----------


     10.1#           Software License Agreement dated February 18, 1996 between
                     the Company and Lucent Technologies, Inc.*

     27.1(beta)      Financial Data Schedule

-----------------

#      Filed herewith.
*      Confidential Treatment granted as to certain portions.
(beta) Previously filed with the Company's Quarterly Report on Form 10-Q for the
       fiscal year quarter December 31, 1996.




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                         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:  April 16, 1997              By:  /s/ Charles J. Digate
                                         ---------------------
                                    Charles J. Digate
                                    Chairman, President Chief Executive
                                    Officer
                                    (Principal Executive Officer)


Dated:  April 16, 1997              By:  /s/ Robert P. Orlando
                                         ---------------------
                                    Robert P. Orlando
                                    Vice President Finance and
                                    Administration, Chief Financial
                                    Officer, Treasurer and Clerk
                                    (Principal Financial and Accounting
                                    Officer)







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