SECURITIES
  AND EXCHANGE COMMISSIONWashington, DC 20549

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FORM
  10-Q

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

For the
  Quarterly Period ended March 31, 2004

OR

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

For the
  transition period from ___ to ___

Commission
  file number 0-020992

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

|Delaware                                                             |  |  | 04-2842217                                
|-------------------------------------------------------------------- |  |  | ------------------------------------------
|(State or other
      jurisdiction of incorporation or organization) |  |  | (I.R.S. employer
      identification no.)

1700
  Westlake Avenue North, Suite 500, Seattle, Washington 98109-3044(Address of principal
  executive offices) (Zip code)

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

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Securities
  registered pursuant to Section 12(g) of the Act:

Common
  Stock, $0.01 par value(Title of class)

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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 the past 90 days.YES
  þNO o

Indicate
  by check mark whether registrant is an accelerated filer (as defined in Rule
  12b-2 of the Exchange Act).YES
  oNO
  þ

The
  number of shares outstanding of the Registrants Common Stock, $0.01 par
  value, was 12,336,830 shares as of April 28, 2004.

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TABLE
  OF CONTENTS

|                                                                                                               |  |  | Page |   
|-------------------------------------------------------------------------------------------------------------- |  |  | ---- | --
|                                                                                                               |  |  |      |   
|PART
      I. FINANCIAL INFORMATION                                                                            |  |  |      |   
|                                                                                                               |  | 
|ITEM
      1.  Consolidated Financial Statements (Unaudited)                                                   |  | 
|                                                                                                               |  |  |      |   
|Condensed
      Consolidated Balance Sheets as of March 31, 2004 and December 31, 2003                         |  |  |      | 2 
|                                                                                                               |  |  |      |   
|Condensed
      Consolidated Statements of Operations for the three months ended March 31,
      2004 and 2003 |  |  |      | 3 
|                                                                                                               |  |  |      |   
|Condensed
      Consolidated Statements of Cash Flows for the three months ended March 31,
      2004 and 2003 |  |  |      | 4 
|                                                                                                               |  |  |      |   
|Notes
      to Condensed Consolidated Financial Statements                                                     |  |  |      | 5 
|                                                                                                               |  |  |      |   
|ITEM
      2. Managements Discussion and Analysis of Financial Condition and
      Results of Operations      |  |  |      | 9 
|                                                                                                               |  |  |      |   
|ITEM
      3. Quantitative and Qualitative Disclosures about Market Risk                                       |  |  |      | 23
|                                                                                                               |  |  |      |   
|ITEM
      4. Controls and Procedures                                                                          |  |  |      | 24
|                                                                                                               |  | 
|PART
      II. OTHER INFORMATION                                                                               |  | 
|                                                                                                               |  |  |      |   
|ITEM
      1. Legal Proceedings                                                                                |  |  |      | 24
|                                                                                                               |  |  |      |   
|ITEM
      4. Submission of Matters to a Vote of Security Holders                                              |  |  |      | 24
|                                                                                                               |  |  |      |   
|ITEM
      6. Exhibits and Reports on Form 8-K                                                                 |  |  |      | 24
|                                                                                                               |  |  |      |   
|SIGNATURES                                                                                                     |  |  |      | 25
|                                                                                                               |  |  |      |   
|CERTIFICATIONS                                                                                                 |  |  |      | 27

Trademarks

Insightful,
  Insightful Corporation, the Insightful logo, Insightful intelligence from
  data, S-PLUS, S-PLUS Analytic Server, StatServer and InFact are registered
  trademarks of Insightful Corporation. S, SpatialStats, FinMetrics, GARCH, SeqTrial,
  Anatolytics, ArrayAnalyzer, and Human-like Intelligence, are trademarks
  of Insightful Corporation. All other brand names, trademarks or service marks
  referred to in the report are the property of their owners.

i

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TABLE
  OF CONTENTS

|PART
      I. FINANCIAL INFORMATION                                                                           
|--------------------------------------------------------------------------------------------------------------
|                                                                                                              
|ITEM
      1.  Consolidated Financial Statements (Unaudited)                                                  
|                                                                                                              
|Condensed
      Consolidated Balance Sheets as of March 31, 2004 and December 31, 2003                        
|                                                                                                              
|Condensed
      Consolidated Statements of Operations for the three months ended March 31,
      2004 and 2003
|                                                                                                              
|Condensed
      Consolidated Statements of Cash Flows for the three months ended March 31,
      2004 and 2003
|                                                                                                              
|Notes
      to Condensed Consolidated Financial Statements                                                    
|                                                                                                              
|ITEM
      2. Managements Discussion and Analysis of Financial Condition and
      Results of Operations     
|                                                                                                              
|ITEM
      3. Quantitative and Qualitative Disclosures about Market Risk                                      
|                                                                                                              
|ITEM
      4. Controls and Procedures                                                                         
|                                                                                                              
|PART
      II. OTHER INFORMATION                                                                              
|                                                                                                              
|ITEM
      1. Legal Proceedings                                                                               
|                                                                                                              
|ITEM
      4. Submission of Matters to a Vote of Security Holders                                             
|                                                                                                              
|ITEM
      6. Exhibits and Reports on Form 8-K                                                                
|                                                                                                              
|SIGNATURES                                                                                                    
|                                                                                                              
|CERTIFICATIONS                                                                                                
|                                                                                                              
|31.1                                                                                                          
|                                                                                                              
|31.2                                                                                                          
|                                                                                                              
|32.1                                                                                                          
|                                                                                                              
|32.2                                                                                                          



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PART
  I. FINANCIAL INFORMATION

ITEM 1.
CONSOLIDATED FINANCIAL STATEMENTS

INSIGHTFUL
  CORPORATION AND SUBSIDIARIES

CONDENSED
  CONSOLIDATED BALANCE SHEETS
  (In thousands, except share data)
  (Unaudited)

|                                                                                     |  |  | March
      31,
      2004 |         | December
      31,
      2003 |  
|------------------------------------------------------------------------------------ |  |  | -------------------------- | ------- | ----------------------------- | -
|                                                                                     |  |  |                            |         |                               |  
|ASSETS                                                                               |  |  |                            |         |                               |  
|Current
      Assets:                                                                |  | 
|Cash
      and cash equivalents                                                      |  |  | $                          | 7,216   |                               | $
|Trade
      accounts receivable, net                                                 |  |  |                            | 2,819   |                               |  
|Other
      receivables                                                              |  |  |                            | 965     |                               |  
|Inventories                                                                          |  |  |                            | 139     |                               |  
|Prepaid
      expenses                                                               |  |  |                            | 343     |                               |  
|                                                                                     |  |  |                            |         |                               |  
|                                                                                    
|Total
      current assets                                                           |  |  |                            | 11,482  |                               |  
|                                                                                    
|Property
      and equipment, net                                                    |  |  |                            | 793     |                               |  
|Purchased
      technology, net                                                      |  |  |                            | 1,666   |                               |  
|Goodwill                                                                             |  |  |                            | 800     |                               |  
|Other
      intangibles, net                                                         |  |  |                            | 125     |                               |  
|Other
      assets                                                                   |  |  |                            | 53      |                               |  
|                                                                                     |  |  |                            |         |                               |  
|                                                                                     |  |  | $                          | 14,919  |                               | $
|                                                                                     |  |  |                            |         |                               |  
|                                                                                    
|LIABILITIES
      AND STOCKHOLDERS EQUITY                                           |  | 
|Current
      Liabilities:                                                           |  | 
|Current
      portion of long-term debt                                              |  |  | $                          | 129     |                               | $
|Accounts
      payable                                                               |  |  |                            | 1,457   |                               |  
|Accrued
      payroll and payroll-related items                                      |  |  |                            | 1,176   |                               |  
|Accrued
      expenses and other current liabilities                                 |  |  |                            | 994     |                               |  
|Deferred
      revenue                                                               |  |  |                            | 5,881   |                               |  
|                                                                                     |  |  |                            |         |                               |  
|                                                                                    
|Total
      current liabilities                                                      |  |  |                            | 9,637   |                               |  
|                                                                                    
|Long-term
      debt, less current portion                                           |  |  |                            | 129     |                               |  
|                                                                                    
|Commitments
      and contingencies                                                  |  | 
|                                                                                    
|Stockholders
      equity:                                                          |  | 
|Preferred
      stock, $0.01 par value                                              |  | 
|Authorized1,000,000
      shares                                                    |  | 
|Issued
      and outstandingnone                                                    |  |  |                            |        |                               |  
|Common
      stock, $0.01 par value                                                 |  | 
|Authorized20,000,000
      shares                                                   |  | 
|Issued
      and outstanding12,014,388 and 11,474,444, shares at March 31, 2004 and |  | 
|December
      31, 2003, respectively                                                |  |  |                            | 120     |                               |  
|Additional
      paid-in capital                                                     |  |  |                            | 35,340  |                               |  
|Accumulated
      deficit                                                            |  |  |                            | (30,230 | )                             |  
|Other
      accumulated comprehensive loss                                           |  |  |                            | (77     | )                             |  
|                                                                                     |  |  |                            |         |                               |  
|                                                                                    
|Total
      stockholders equity                                                     |  |  |                            | 5,153   |                               |  
|                                                                                     |  |  |                            |         |                               |  
|                                                                                    
|                                                                                     |  |  | $                          | 14,919  |                               | $
|                                                                                     |  |  |                            |         |                               |  

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

2

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INSIGHTFUL
  CORPORATION AND SUBSIDIARIES

CONDENSED
  CONSOLIDATED STATEMENTS OF OPERATIONS
  (In thousands, except per share data)
  (Unaudited)

|                                                       |  |  | Three
      Months Ended
      March 31, |       
|------------------------------------------------------ |  |  | ---------------------------------------- | ------
|                                                       |  |  |                                          |       
|                                                       |  |  | 2004                                     |       
|                                                       |  |  |                                          |       
|Revenues:                                              |  |  |                                          |       
|Software
      licenses                                |  |  | $                                        | 2,168 
|Software
      maintenance                             |  |  |                                          | 1,632 
|Professional
      services and other                  |  |  |                                          | 535   
|                                                       |  |  |                                          |       
|Total
      revenues                                   |  |  |                                          | 4,335 
|                                                       |  |  |                                          |       
|Cost
      of revenues:                                |  | 
|Software
      related                                 |  |  |                                          | 417   
|Professional
      services and other                  |  |  |                                          | 536   
|Total
      cost of revenues                           |  |  |                                          | 953   
|                                                       |  |  |                                          |       
|Gross
      profit                                     |  |  |                                          | 3,382 
|                                                       |  |  |                                          |       
|Operating
      expenses:                              |  | 
|Sales
      and marketing                              |  |  |                                          | 1,493 
|Research
      and development                         |  |  |                                          | 1,409 
|LessFunded
      research                             |  |  |                                          | (1,012
|                                                       |  |  |                                          |       
|Research
      and development, net                    |  |  |                                          | 397   
|General
      and administrative                       |  |  |                                          | 1,197 
|Amortization
      of other intangibles                |  |  |                                          | 22    
|                                                       |  |  |                                          |       
|Total
      operating expenses                         |  |  |                                          | 3,109 
|                                                       |  |  |                                          |       
|                                                       |  |  |                                          |       
|Income
      (loss) from operations                    |  |  |                                          | 273   
|                                                       |  |  |                                          |       
|Other
      income (expense), net                      |  |  |                                          | (37   
|                                                       |  |  |                                          |       
|                                                       |  | 
|Income
      (loss) before income taxes                |  |  |                                          | 236   
|Income
      tax expense                               |  |  |                                          | 11    
|                                                       |  |  |                                          |       
|                                                       |  | 
|Net
      income (loss)                                |  |  | $                                        | 225   
|                                                       |  |  |                                          |       
|                                                       |  | 
|Basic
      net income (loss) per share                |  |  | $                                        | 0.02  
|                                                       |  |  |                                          |       
|Diluted
      net income (loss) per share              |  |  | $                                        | 0.02  
|                                                       |  |  |                                          |       
|                                                       |  | 
|Weighted
      average common shares outstanding       |  |  |                                          | 11,654
|                                                       |  |  |                                          |       
|Weighted
      average common shares assuming dilution |  |  |                                          | 11,921
|                                                       |  |  |                                          |       

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

3

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INSIGHTFUL
  CORPORATION AND SUBSIDIARIES

CONDENSED
  CONSOLIDATED STATEMENTS OF CASH FLOWS
  (In thousands)
  (Unaudited)

|                                                                                             |  |  | Three
      Months Ended
      March 31, |       
|-------------------------------------------------------------------------------------------- |  |  | ---------------------------------------- | ------
|                                                                                             |  |  |                                          |       
|                                                                                             |  |  | 2004                                     |       
|                                                                                             |  |  |                                          |       
|Operating
      activities:                                                                  |  |  |                                          |       
|Net income
      (loss)                                                                      |  |  | $                                        | 225   
|Adjustments
      to reconcile net income (loss) to net cash provided by (used in) operating |  | 
|activities:                                                                                  |  | 
|Depreciation,
      amortization and other non-cash charges                                  |  |  |                                          | 349   
|Reversal
      of stock-based compensation expense                                           |  |  |                                          |      
|Changes
      in current assets and liabilities:                                             |  | 
|Trade
      and other accounts receivable                                                    |  |  |                                          | 153   
|Inventories                                                                                  |  |  |                                          | (8    
|Prepaid
      expenses                                                                       |  |  |                                          | (52   
|Accounts
      payable                                                                       |  |  |                                          | 544   
|Accrued
      expenses, payroll and other current liabilities                                |  |  |                                          | (825  
|Deferred
      revenue                                                                       |  |  |                                          | 251   
|                                                                                             |  |  |                                          |       
|Net
      cash provided by (used in) operating activities                                    |  |  |                                          | 637   
|                                                                                             |  | 
|Investing
      activities:                                                                  |  | 
|Purchases
      of property and equipment                                                    |  |  |                                          | (5    
|Decrease
      in other assets                                                               |  |  |                                          |      
|Capitalized
      patent costs                                                               |  |  |                                          | (22   
|Purchased
      technology                                                                   |  |  |                                          | (1,500
|                                                                                             |  |  |                                          |       
|Net
      cash used in investing activities                                                  |  |  |                                          | (1,527
|                                                                                             |  |  |                                          |       
|Financing
      activities:                                                                  |  | 
|Payments
      on long-term debt                                                             |  |  |                                          | (32   
|Proceeds
      from exercise of stock options and employee stock                             |  |  |                                          | 992   
|                                                                                             |  |  |                                          |       
|purchase
      plan                                                                          |  | 
|Net
      cash provided by (used in) financing activities                                    |  |  |                                          | 960   
|                                                                                             |  |  |                                          |       
|Effect
      of exchange rate changes on cash and cash equivalents                           |  |  |                                          | 7     
|                                                                                             |  |  |                                          |       
|                                                                                             |  | 
|Net increase
      (decrease) in cash and cash equivalents                                   |  |  |                                          | 77    
|Cash
      and cash equivalents, beginning of period                                         |  |  |                                          | 6,819 
|                                                                                             |  |  |                                          |       
|Cash
      and cash equivalents, end of period                                               |  |  | $                                        | 7,216 
|                                                                                             |  |  |                                          |       
|Supplemental
      disclosure of cash flow information:                                      |  | 
|Cash
      paid for:                                                                         |  | 
|Interest                                                                                     |  |  | $                                        | 11    
|                                                                                             |  |  |                                          |       
|Income
      taxes                                                                           |  |  | $                                        | 24    
|                                                                                             |  |  |                                          |       

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

4

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INSIGHTFUL
  CORPORATION AND SUBSIDIARIES
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  (Unaudited)
  March 31, 2004

(1)
  DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

a)
  Description of Business

Insightful
Corporation and its wholly owned subsidiaries provide enterprises with scalable
data analysis solutions designed to drive better decisions faster by revealing
patterns, trends and relationships. Insightful is a supplier of software and
services for the statistical data mining, business analytics, knowledge
management, and information retrieval industry segments enabling customers to
gain intelligence from numerical data and text.

Insightfuls
products include InFact®, Insightful Miner, S-PLUS®, StatServer®,
and S-PLUS Analytic Server®. Insightfuls consulting services provide
specialized expertise and proven processes for the design, development and
deployment of analytical solutions.

Insightful
has been delivering data analysis solutions for seventeen years to companies in
financial services, pharmaceuticals, biotechnology, telecommunications and
manufacturing, as well as government and research institutions.

Headquartered
in Seattle, Washington, Insightful has North American offices in New York City
and North Carolina. Insightfuls international offices are located in
France, Switzerland, and the United Kingdom, with distributors around the world.

(b)
  Unaudited Interim Financial Information

The
accompanying unaudited condensed consolidated financial statements have been
prepared by Insightful pursuant to accounting principles generally accepted in
the United States and 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. The balance sheet at
December 31, 2003 has been derived from audited financial statements at that
date, but does not include all disclosures required by generally accepted
accounting principles for complete financial statements. These condensed
financial statements should be read in conjunction with the consolidated
financial statements and notes thereto for the year ended December 31, 2003
included in Insightfuls Annual Report on Form 10-K. The accompanying
consolidated financial statements reflect all adjustments (consisting solely of
normal, recurring adjustments), which, in the opinion of management, are
necessary for a fair presentation of results for the interim periods presented.
The results of operations for the three month period ended March 31, 2004 are
not necessarily indicative of the results to be expected for the entire fiscal
year or future years.

(2) SIGNIFICANT
ACCOUNTING POLICIES

(a)
  Principles of Consolidation

The
accompanying consolidated financial statements include the accounts of
Insightful and its wholly owned subsidiaries. All significant intercompany
accounts and transactions have been eliminated in consolidation.

(b)
  Revenue Recognition

Insightful
offers a variety of scalable data analysis software solutions, maintenance
contracts, training and consulting services to its customers. Insightful records
revenue in accordance with Statement of Position (SOP) No. 97-2, Software
Revenue Recognition,as amended by SOP No. 98-9, Modification of 97-2,
Software Revenue Recognition, with Respect to Certain Transactions and
related interpretations including Technical Practice Aids. License revenue
consists principally of software license fees earned from sales of perpetual or
fixed term software licenses. Perpetual software license fees are generally
recognized upon delivery of the software, after receipt of a definitive purchase
order, if collection of the resulting receivable is probable, the fee is fixed
or determinable, and vendor-specific objective evidence (VSOE) of
fair value exists for all undelivered elements.

Revenue
  from fixed-term licenses is recognized on a straight-line basis over the license
  term if all other aspects of SOP 97-2 are satisfied. Revenues under arrangements
  that include several different software products and services sold together
  are allocated based on the residual method in accordance with SOP No. 98-9.
  Under the residual method, the fair value of the undelivered non-essential elements
  is deferred and subsequently recognized when earned. Insightful has established
  VSOE of fair value for professional services and training services. In addition,

5

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we
  have established VSOE for maintenance related to most of our products. For software
  products sold with maintenance where VSOE for the maintenance element has not
  been established, all revenue under the arrangement is recognized over the maintenance
  term provided all other revenue recognition criteria have been met. VSOE is
  based on the price charged when an element is sold separately or, in case of
  an element not yet sold separately, the price established by authorized management,
  if it is probable that the price, once established, will not change before market
  introduction. Standard terms for license agreements typically call for payment
  within 30 to 45 days. Probability of collection is based upon the assessment
  of the customers financial condition through review of their current financial
  statements or credit reports. For existing customers, prior payment history
  is also used to evaluate probability of collection. Insightful provides for
  estimated returns at the time of sale under an unconditional 30-day return policy
  based on historical experience.

Maintenance
revenue is recognized ratably over the term of the related contracts, which
generally span one year or less. The initial one-year maintenance contract is
bundled into the license fees on most of our products. Maintenance services,
which include unspecified product upgrades on a when-and-if available basis, are
generally priced based on a percentage of the current list price of the licensed
software products. Maintenance renewals are optional.

Consulting
revenues typically include deployment assistance, project management,
integration with existing customer applications and related services performed
on a time-and-materials basis under separate service arrangements. Revenues from
consulting and training services are generally recognized as services are
performed. Standard terms for renewal of maintenance contracts, consulting
services and training call for payment within 30 to 45 days.

Fees
from licenses sold together with consulting are generally recognized upon
shipment of the software, provided that the above criteria are met, payment of
the license fees are not dependent upon the performance of the services, and the
consulting services are not essential to the functionality of the licensed
software. If the services are essential to the functionality of the software, or
payment of the license fees is dependent upon the performance of the services,
both the software license and consulting fees are recognized under the
percentage of completion method of contract accounting. All sales made through
indirect channels including value added resellers, or VARs, and distributors are
accounted for using the sell-through method.

If
the fee is not fixed or determinable, revenue is recognized as payments become
due from the customer. If an acceptance period is required, revenues are
recognized upon the earlier of customer acceptance or the expiration of the
acceptance period.

Amounts
received in advance for maintenance agreements are recorded as deferred revenue
on the accompanying consolidated balance sheets.

(c)
  Reclassification of Amounts

Certain
prior year amounts have been reclassified to conform to the current year
presentation. Specifically, shipping fee revenue of approximately $13,000, which
was offset against software-related costs in the statements of operations in the
first quarter 2003 Form 10-Q, was reclassified to software license revenues in
the accompanying consolidated statements of operations.

(3) PURCHASED
TECHNOLOGY

In January
  2004 the Company acquired title to the software code underlying the S
  language from Lucent Technologies Inc. for $2.0 million. The Company
  recorded the amount payable to Lucent, less the amounts owed for accrued but
  unpaid royalties no longer payable, as purchased technology and is amortizing
  it over a 3-year estimated life. Under the agreement, $1.5 million of the purchase
  price was paid in the first quarter of 2004 with the remaining $0.5 million
  to be paid in the first quarter of 2005. Prior to this agreement, the Company
  was a worldwide licensee of the S programming language in exchange
  for payment of royalties, with a minimum exclusivity fee of $450,000 per year
  and variable royalties of 3% to 6% of revenues.

(4) FINANCING
ARRANGEMENTS

In
March 2004, we renewed a working capital revolving line of credit and security
agreement with Silicon Valley Bank, or SVB, and modified the terms to provide
for up to $3.0 million in borrowing availability. This facility is secured by
our accounts receivable and allows us to borrow up to the lesser of (a) 75%
of our eligible accounts receivable or (b) $3.0 million and bears
interest at the prime rate, which was 4.0% as of March 31, 2004, plus 1%. At
March 31, 2004, no amounts had been borrowed and $1,566,000 was available for
future borrowings under the line of credit facility through December 26, 2004.

6

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In
March 2004, we also renewed and modified the terms of a term loan and security
agreement with SVB. This facility allows us to take advances on the cost of
eligible equipment and software less than 90 days old and is secured by the
underlying assets. Through December 26, 2004, we may draw up to an additional
$500,000 under this agreement, no more than $250,000 of which may be for
software. We previously borrowed $450,000 under this facility in 2002 and the
remaining outstanding balance was $258,000 at March 31, 2004. These term loan
advances bear interest at the prime rate, which was 4.0% as of March 31, 2004,
plus 1%. Advances are repaid over a 36 or 24-month period. At March 31, 2004,
$500,000 was available under this facility for future equipment borrowings
through December 26, 2004.

These
credit facilities contain covenants that limit our net losses and restrict the
amount of capital expenditures not financed through the equipment term loan. In
addition, we are prohibited from paying dividends. We were in compliance with
these covenants as of March 31, 2004 .

Future
  maturities of debt as of March 31, 2004 are:

|                          |  |  | Year
      Ending December 31, |        |  |   |         |  |   |       
|------------------------- |  |  | ------------------------------ | ------ |  | - | ------- |  | - | ------
|                          |  |  |                                | 2004   |  |   | 2005    |  |   | 2006  
|                          |  |  |                                |        |  |   |         |  |   |       
|Equipment
      term loan |  |  | $                              | 97,000 |  | $ | 129,000 |  | $ | 32,000

(5)
  NET INCOME (LOSS) PER SHARE

Basic
net income (loss) per share is calculated using the weighted-average number of
shares of common stock outstanding. Stock issued and subject to restrictions is
excluded from the calculation. Diluted net income (loss) per share reflects the
dilutive effect of common stock equivalents (including stock options and
warrants), unless their effect on earnings per share from continuing operations
is anti-dilutive.

|                                                                   |  |  | Three
      Months Ended
      March 31, |           
|------------------------------------------------------------------ |  |  | ---------------------------------------- | ----------
|                                                                   |  |  |                                          |           
|                                                                   |  |  | 2004                                     |           
|                                                                   |  |  |                                          |           
|Weighted
      average common shares outstanding                   |  |  |                                          | 11,654,000
|Effect
      of dilutive stock options                             |  | 
|                                                                   |  |  |                                          | 267,000   
|                                                                   |  |  |                                          |           
|                                                                   |  |  |                                          |           
|Weighted
      average common shares outstanding assuming dilution |  |  |                                          | 11,921,000
|                                                                   |  |  |                                          |           

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

|                                 |  |  | Three
      Months Ended
      March 31, |        
|-------------------------------- |  |  | ---------------------------------------- | -------
|                                 |  |  |                                          |        
|                                 |  |  | 2004                                     |        
|                                 |  |  |                                          |        
|Antidilutive
      stock options |  |  |                                          | 393,000

(6)
  OTHER COMPREHENSIVE LOSS

SFAS
  No. 130, Reporting Comprehensive Income, establishes standards for reporting
  and display of comprehensive income and its components in the financial statements.
  The only item of other comprehensive loss, which the Company currently reports,
  is foreign currency translation adjustments. Total comprehensive loss is as
  follows:

|                                                  |  |  | Three
      Months Ended
      March 31, |        
|------------------------------------------------- |  |  | ---------------------------------------- | -------
|                                                  |  |  |                                          |        
|                                                  |  |  | 2004                                     |        
|                                                  |  |  |                                          |        
|Net income
      (loss)                           |  |  | $                                        | 225,000
|Change
      in cumulative translation adjustment |  | 
|                                                  |  |  |                                          | 46,000 
|                                                  |  |  |                                          |        
|                                                  |  |  |                                          |        
|Comprehensive
      income (loss)                 |  |  | $                                        | 271,000
|                                                  |  |  |                                          |        

(7)
  SEGMENT REPORTING

SFAS
  No. 131, Disclosures About Segments of an Enterprise and Related Information,
  establishes standards for reporting information about operating segments in
  annual financial statements. It also establishes standards for related disclosures
  about products, services, geographical areas and major customers. In the third
  quarter of 2003, management defined the Companys segments to correspond
  with the way the Company

7

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is now
  organized and managed. Accordingly, continuing business segment information
  includes the segments of Domestic Data Analysis, International Data Analysis
  and Text Analysis. Segment information for the three months ended March 31,
  2003 and 2004 has been presented in accordance with the current segment definitions.
  The Company measures segment performance based on their income or loss from
  operations. Assets are not allocated to segments for internal reporting presentations.

|Domestic
      Data Analysis        |  |  | Three
      Months Ended
      March 31, |          
|----------------------------------- |  |  | ---------------------------------------- | ---------
|                                    |  |  |                                          |          
|                                    |  |  | 2004                                     |          
|                                    |  |  |                                          |          
|Revenues                            |  |  | $                                        | 2,771,000
|Income
      (loss) from operations |  |  |                                          | 128,000  
|                                    |  |  |                                          |          
|                                    |  | 
|                                    |  |  |                                          |          
|International
      Data Analysis   |  |  | Three
      Months Ended
      March 31, |          
|                                    |  |  |                                          |          
|                                    |  |  | 2004                                     |          
|                                    |  |  |                                          |          
|Revenues                            |  |  | $                                        | 1,400,000
|Income
      from operations        |  |  |                                          | 104,000  
|                                    |  |  |                                          |          
|                                    |  |  |                                          |          
|Text
      Analysis                 |  |  | Three
      Months Ended
      March 31, |          
|                                    |  |  |                                          |          
|                                    |  |  | 2004                                     |          
|                                    |  |  |                                          |          
|Revenues                            |  |  | $                                        | 164,000  
|                                    |  | 
|Income
      (loss) from operations |  |  |                                          | 41,000   
|                                    |  |  |                                          |          



Non-operating
income and expenses are not tracked by segment.

(8)
  STOCK-BASED COMPENSATION

A reconciliation of net income (loss) as reported to pro-forma net loss that
  includes stock-based employee compensation cost as if the fair value method
  had been applied to all option awards is as follows:

|                                                           |  |  | Three
      Months Ended March 31, |         
|---------------------------------------------------------- |  |  | ---------------------------------- | --------
|                                                           |  |  |                                    |         
|                                                           |  |  | 2004                               |         
|                                                           |  |  |                                    |         
|Net
      loss                                             |  |  | $                                  | 225,000 
|                                                           |  |  |                                    |         
|                                                           |  | 
|                                                           |  |  |                                    |         
|Add:
      Employee stock-based compensation, as reported  |  |  |                                    |        
|Deduct:
      Employee stock-based compensation determined |  | 
|under
      the fair value method                          |  |  |                                    | (471,000
|                                                           |  |  |                                    |         
|Pro forma
      loss                                       |  |  | $                                  | (246,000
|                                                           |  |  |                                    |         
|Basic
      net loss per share as reported                 |  |  | $                                  | 0.02    
|Diluted
      net income (loss) per share as reported      |  |  | $                                  | 0.02    
|Pro forma
      basic net loss per share                   |  |  | $                                  | (0.02   
|Pro forma
      diluted net loss per share                 |  |  | $                                  | (0.02   

(9)
BUSINESS RESTRUCTURING

During the
second and third quarter of 2003, the Company reduced its headcount by 18%, or
23 employees. The reduction included employees from all functional areas of the
Company, 35% of which was in Europe. In addition, as part of this restructuring,
the Company combined its German operations with its Swiss subsidiary
headquartered in Basel, Switzerland. The Company evaluated the goodwill acquired
in the acquisition of its German business for impairment and determined no
impairment occurred in the third quarter. On September 30, 2003, Shawn Javid,
President and CEO, resigned from the company. The restructuring charges,
including charges associated with the resignation of Shawn Javid, totaled
$911,000 and consisted primarily of employee severance and termination payments
and lease termination costs, as well as a $176,000 non-cash compensation charge
related to a modification of stock options upon termination of Mr. Javid. As of
March 31, 2004, $290,000 in termination benefits remained to be paid, a decrease
of $55,000 from the balance at December 31, 2003. All termination benefits will
be paid by March 31, 2005. No additional amounts are expected to be incurred.

8

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(10)
COMMITMENTS AND CONTINGENCIES

In
certain of our licensing agreements we provide intellectual property
infringement indemnifications. These indemnifications are excluded from the
initial recognition and measurement requirements of FASB Interpretation No. 45,
Guarantors Accounting and Disclosure Requirements for Guarantees.
Including Indirect Guarantees of Indebtedness of Others.The Companys
policy is to record any obligation under such indemnification when a required
payment under such indemnification is probable and the amount of the future loss
is estimable. At March 31, 2004 and 2003 there were no such indemnifications for
which a required payment was deemed to be probable or estimable; therefore, no
accrual has been made for potential losses associated with these
indemnifications.

In
December 2002, Wajih Alaiyan, a former Insightful employee, filed a complaint
against the Company in the Superior Court for King County, Washington. Mr.
Alaiyan alleges that his employment was wrongfully terminated, and he seeks an
unspecified amount of damages. On December 5, 2003, a judge for the Superior
Court for King County, Washington granted summary judgement in our favor and
dismissed. Mr. Alaiyan has appealed the decision. An evaluation of the
likelihood of an adverse outcome cannot be expressed with sufficient certainty
at this time. An unfavorable outcome could have a materially adverse effect on
our financial position, results of operations, and cash flows.

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

Forward-Looking
  Statements

Our
  disclosure and analysis in this report contain forward-looking statements, which
  provide our current expectations or forecasts of future events. Forward-looking
  statements in this report include, without limitation:

- information
    concerning possible or assumed future results of operations, trends in financial
    results and business plans, including those relating to earnings growth and
    revenue growth;
- statements
    about the level of our costs and operating expenses relative to our revenues,
    and about the expected composition of our revenues;
- statements
    about expected future sales trends for our products;
- statements
    about our future capital requirements and the sufficiency of our cash, cash
    equivalents, investments and available bank borrowings to meet these requirements;
- information
    about the anticipated release dates of new products;
- other
    statements about our plans, objectives, expectations and intentions; and
- other
    statements that are not historical facts.

Words
such as believes, anticipates and intends
may identify forward-looking statements, but the absence of these words does not
necessarily mean that a statement is not forward-looking. Forward-looking
statements are subject to known and unknown risks and uncertainties and are
based on potentially inaccurate assumptions that could cause actual results to
differ materially from those expected or implied by the forward-looking
statements. Our actual results could differ materially from those anticipated in
the forward-looking statements for many reasons, including the factors described
in the section entitled Important Factors That May Affect Our Business, Our
Operating Results and Our Stock Price in this report. Other factors besides
those described in this report could also affect actual results. You should
carefully consider the factors described in the section entitled Important
Factors That May Affect Our Business, Our Operating Results and Our Stock
Price in evaluating our forward-looking statements.

You
should not unduly rely on these forward-looking statements, which speak only as
of the date of this report. We undertake no obligation to publicly revise any
forward-looking statement to reflect circumstances or events after the date of
this report, or to reflect the occurrence of unanticipated events.

9

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Description
  of the Company

We
provide enterprises with scalable data analysis solutions designed that
facilitate decision-making by revealing patterns, trends and relationships. We
are a leading supplier of software and services for the statistical analysis,
data mining and knowledge access industry segments enabling customers to gain
intelligence from numerical data and text.

Our
products include S-PLUS®, StatServer®, S-PLUS Analytic Server®,
Insightful Miner and InFact®. Our consulting services provide specialized
expertise and proven processes for the design, development and deployment of
analytical solutions.

We
have been delivering data analysis solutions for 17 years to companies in
financial services, pharmaceuticals, biotechnology, telecommunications and
manufacturing as well as government and research institutions.

Headquartered
in Seattle, Washington, we also have North American offices in New York and
North Carolina. Our international offices are located in France, Switzerland,
and the United Kingdom, with distributors around the world.

We
originally incorporated in Massachusetts in 1984 and reincorporated in Delaware
in 2001. Our principal executive offices are located at 1700 Westlake Ave. N,
Suite 500, Seattle, Washington 98109, and our telephone number is (206)
283-8802. Our Internet address is http://www.insightful.com.

Products

Data
  Analysis Products

S-PLUS®

S-PLUS
is our flagship product for statistical data analysis. The software offers
technical professionals a flexible, extensible and productive platform for data
analysis and visualization. S-PLUS is based on our award-winning object-oriented
S programming language, which we licensed on an exclusive worldwide
basis from Lucent Technologies Inc. until we acquired the rights to
S in January 2004. S-PLUS offers a wide range of analytic methods
for extracting intelligence from large data sets, and allows its users to create
customized analytical applications that operate in the Windows and UNIX
environments.

Insightful
  Miner

Insightful
Miner is a highly scalable data analysis workbench for predictive modeling, data
mining and statistical data analysis. The intuitive drag-and-drop interface
makes it easy to create self-documenting visual workmaps. Insightful Miner
provides data miners, business analysts and data analysis professionals with a
full suite of scalable components for data access, management and modeling, and
its unique pipeline architecture allows the user to process very large data
sets. Insightful Miner is an open and extensible tool that offers full
integration with the S-PLUS programming language. Insightful Miner offers
deployment capabilities via batch mode, predictive model markup language (PMML),
or generated C code. Insightful Miner has a low cost of ownership compared to
its competitors, with a desktop entry-level version and multiple server versions
offered under perpetual licenses rather than annual rental agreements.

Verticalized
  Toolkits

To
complement S-PLUS and Insightful Miner, we offer toolkits for the financial
services and pharmaceutical markets to allow users to perform specialized data
analysis.

Server
  Products

Insightfuls
S-Plus Server products enable our customers to deploy statistical data analysis
throughout an organization, leveraging existing Web-based or client/server
technologies using server computers running Windows® and
UNIX® operating systems. Our server products are data
warehouse-independent and integrate seamlessly with standard database and file
formats. With our server products, a wide range of statistical models and data
visualization capabilities are built and stored in a central server for access
by non-technical users, who can apply these analytical techniques using a simple
and familiar Web browser interface, or dedicated graphical user interfaces
written using Java technology. Our server products enable end-users to analyze
and understand technical or business information without requiring expertise in
statistics or statistical tools.

Text
  Analysis Products

InFact®

We
  launched our text analysis product, InFact, in April 2002 to provide text analysis
  for knowledge workers. InFact combines statistical text mining methods with
  linguistic techniques that apply natural language processing, such as full sentence
  deep syntactic parsing, to text search and analysis. Researchers are able to
  utilize InFacts natural language question and answer and tabular exploratory
  search interfaces to

10

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efficiently
  uncover information they are searching for. InFact thus enables researchers
  to experience higher levels of productivity, and to improve the quality of their
  research. InFact has been initially targeted at the defense/intelligence and
  pharmaceutical markets.

Services

We
deliver support for our data analysis products through our maintenance,
consulting, and training services.

We
offer unspecified product updates and product upgrades and customer support
services under an annual maintenance agreement. Our consulting and training
organization provides fee-based services, including deployment assistance,
project management, integration with existing customer applications and related
services to our customers. We also offer a series of fee-based training courses
to our customers. Courses can be taken at Insightful offices, at the
customers site, or at other prearranged sites for larger customer groups.

Critical
  Accounting Policies and Estimates

We
have based our discussion and analysis of our financial condition and results of
operations upon our consolidated financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United
States. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses, and related disclosure of contingent assets and
liabilities. On an on-going basis, we evaluate our critical accounting policies
and estimates, including those related to revenue recognition, bad debts,
intangible assets, restructuring, and contingencies and litigation. We base our
estimates on historical experience and on various other assumptions that we
believe to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions. We believe the
following critical accounting policies affect the more significant judgments and
estimates used in the preparation of our consolidated financial statements.

Revenue
  Recognition

Our
revenue recognition policy is significant because our revenues are a key
component of our results of operations. We follow very specific and detailed
guidelines, discussed in Note 2 of these condensed financial statements, in
measuring revenues.

We
derive our revenues primarily from three sources: license revenues, which
consist of perpetual and fixed term software license fees, maintenance revenues,
consisting of fees for maintenance and support, and professional services
revenues, which are comprised of fees for consulting and training. The revenue
recognition rules for software companies are complex and require our management
to exercise judgment and make a number of estimates. For example, many of our
contracts contain multiple element arrangements, which require us to make
assumptions and judgments in order to allocate the total price among the various
elements we must deliver, to determine whether vendor specific evidence of fair
value exists for each element, to determine if undelivered elements are deemed
essential, and to determine whether and when each element has been delivered. We
also evaluate whether there is any material risk of customer non-payment or
product returns. If we were to change any of these assumptions or judgments, it
could cause a material increase or decrease in the amount of revenue that we
report in a particular period. Revenue that we cannot recognize in a particular
period is reflected on our balance sheet as deferred revenue and recognized over
time as the applicable revenue recognition criteria are satisfied. These
estimates are made based upon all of the information available to us at the
time. Material differences may result in the amount and timing of our revenue
for any given period if different judgments are made or different estimates are
used.

Sales
  Returns

We
provide an estimated reserve for return rights at the time of sale. We offer our
customers a 30-day return policy on all of our products. Refunds are provided to
customers upon return to us of the complete product package, including all
original materials, CD-ROM or other media. Our provision for sales returns is
estimated based on historical returns experience and our judgment of future
return risk.

Bad
  Debts

A
considerable amount of judgment is required when we assess the ultimate
realization of receivables including assessing the aging of the amounts and
reviewing the current credit-worthiness of each customer. Customer credit
worthiness is subject to many business and finance risks facing each customer
and is subject to sudden changes.

11

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Impairment
  of Goodwill and Other Long Lived Assets

At
least annually we evaluate goodwill arising from acquired businesses for
potential impairment indicators. Our judgments regarding the existence of
impairment indicators are based on legal factors, market conditions and
operational performance of our acquired businesses. Future events could cause us
to conclude that impairment indicators exist and that goodwill associated with
our acquired business is impaired.

Impairment
losses will be charged to earnings in the period in which they are identified.
We will continue to evaluate goodwill for impairment and, should an impairment
be indicated, the corresponding charge will be taken in that period. Separable
intangible assets that do not have indefinite lives are amortized over their
useful lives.

Contingencies

We are engaged in legal actions arising in the ordinary course of business.
We are required to assess the likelihood of any adverse judgments or outcomes to
these matters as well as potential ranges of possible losses. A determination of
the amount of reserves required, if any, for these contingencies are made after
careful analysis of each individual matter. The required reserves if any, may
change in the future due to new developments in each matter or changes in
approach, such as a change in settlement strategy for a particular matter.

Results
  of Operations for the Three Months Ended March 31, 2004 and 2003

Revenues

Total
revenues, which consist of software licenses, maintenance and service revenue,
were $4,335,000 for the three months ended March 31, 2004 and $4,309,000 for the
three months ended March 31, 2003.

Software
license revenues, consisting of software licenses and subscriptions, accounted
for 50% of total revenues for the three months ended March 31, 2004 and 42% of
total revenues for the three months ended March 31, 2003. Software license
revenues increased 20% from 1,804,000 for the three months ended March 31, 2003
to 2,168,000 for the three months ended March 31, 2004. This increase was
primarily due to an increase in revenues for S-Plus and Insightful Miner both in
Europe and in the U.S. We expect software license revenues to decrease slightly
in the second quarter but to trend upward for the remainder of the year.

Software
maintenance revenues accounted for 38% of total revenues for the three months
ended March 31, 2004 and 39% of total revenues for the three months ended March
31, 2003. Software maintenance revenue decreased 2% from $1,663,000 for the
three months ended March 31, 2003 to $1,632,000 for the three months ended March
31, 2004. This decrease was primarily attributable to a decrease in maintenance
renewals in 2003. We expect maintenance revenues to increase for the remainder
of 2004.

Professional
services revenues generated from consulting and training activities accounted
for 12% of total revenues for the three months ended March 31, 2004 and 19% of
total revenues for the three months ended March 31, 2003. Professional services
revenues decreased 36% from $842,000 for the three months ended March 31, 2003
to $535,000 for the three months ended March 31, 2004. This decrease was
primarily due to a decrease in North American consulting revenues resulting from
a smaller pipeline of projects than in the prior year period. We expect
professional service revenues to increase in the second quarter based on an
increase in consulting projects.

Revenues
from international operations, which include Europe and Asia Pacific, increased
5% for the three months ended March 31, 2003 from $1,336,000 to $1,400,000 for
the three months ended March 31, 2004. This increase was primarily the result of
increased license and maintenance revenues, particularly in our Northern
European operations.

Cost of Revenues

Total
cost of revenues decreased 23% from $1,238,000 for the three months ended March
31, 2003 to $953,000 for the three months ended March 31, 2004. This decrease
was due primarily to a decrease in professional service costs resulting from the
cost saving measures implemented in July 2003 as part of a corporate
restructuring.

The
cost of software-related revenue, which consists of royalties for third-party
software, product media, product duplication, manuals and maintenance costs
decreased as a percentage of revenues from 14% for the three months ended March
31, 2003 to 10% for the three months ended March 31, 2004. In January 2004, we
acquired the copyrights to the software code underlying the S
Programming language for $1.8 million resulting in a cessation of future royalty
payments to Lucent Technologies after that date. The decrease in
software-related costs of revenues primarily relates to a reduction in royalty
costs of $214,000 due to the purchase of the S Programming Language,
offset by $98,000 of amortization expense resulting from the purchased
technology, which is being amortized over a three year period. We expect the
cost of software-related revenue to remain at the current levels as a percentage
of revenues for the remainder of 2004.

12

---



The
cost of professional services consists primarily of salaries and other operating
costs of employees who provide consulting services and product training. The
cost of professional services as a percentage of professional services revenue
increased from 89% for the three months ended March 31, 2003 to 100% for the
three months ended March 31, 2004. This increase is due to lower utilization as
the result of fewer projects. We expect the cost of professional services to
remain flat for the remainder of 2004.

Operating
  Expenses

Sales
and marketing expenses consist primarily of salaries, travel, facilities costs
for sales and marketing personnel, promotional activities, and costs of
advertising and trade shows. Sales and marketing expenses decreased 17% from
$1,805,000 for the three months ended March 31, 2003 to $1,493,000 for the three
months ended March 31, 2004. As a percentage of total revenues, sales and
marketing expenses decreased from 42% for the three months ended March 31, 2003
to 34% for the three months ended March 31, 2004. This decrease primarily
relates to a reduction in force in our Swiss office in July 2003, reduced usage
of outside consultants and the closing of our German office July 2003. We expect
sales and marketing expenses to increase both in amount and as a percentage of
revenues in 2004 as we allocate more resources to this area.

Net
research and development expenses consist primarily of salaries and related
benefits, equipment for software developers, facility costs, and payments to
outside contractors, less funded research. Net research and development expenses
decreased 44% from $710,000 for the three months ended March 31, 2003 to
$397,000 for the three months ended March 31, 2004. Net research and development
expenses decreased as a percentage of total revenues from 16% for the three
months ended March 31, 2003 to 9% for the three months ended March 31, 2004.
Gross research and development expenses decreased 16% from $1,682,000 for the
three months ended March 31, 2003 to $1,409,000 for the three months ended March
31, 2004. This decrease is primarily due to the reduction in force measures
taken in July 2003. Funded research, which consists primarily of government
grants for research projects, increased 4% from $972,000 for the three months
ended March 31, 2003 to $1,012,000 for the three months ended March 31, 2004.
This increase was primarily due to increased research funding for text analysis
projects. We expect our gross and net research and development expenses to
increase for the remainder of 2004 as we add to our development staffing and
decrease our funded research by focusing our research efforts on technology that
is more closely aligned with our product lines.

General
and administrative expenses, which consist primarily of salaries and related
costs associated with finance, accounting, investor relations, administration
and facilities activities, increased 55% from $773,000 for the three months
ended March 31, 2003 to $1,197,000 for the three months ended March 31, 2004. As
a percentage of total revenues, general and administrative expenses increased
from 18% for the three months ended March 31, 2003, to 28% for the three months
ended March 31, 2004. This increase was primarily attributable to $250,000 in
legal fees incurred in resolving a dispute with Lucent Technology, and to
increased insurance, compliance and audit expenses. We expect our general and
administrative expenses to be slightly higher in the second quarter due to the
2003 audit investigation costs which were incurred early in the second quarter,
and then to decrease to approximately $1 million per quarter for the remainder
of 2004.

Other
  Income, Net

Total
other income and (expense), net changed from $15,000 in net income for the three
months ended March 31, 2003 to a $30,000 net expense for the three months ended
March 31, 2004. This change was primarily attributable to an exchange loss of
$45,000 during the quarter ended March 31, 2004 related to foreign currency
transactions.

Income
  Tax Provision

The
decrease in the tax provision from $71,000 for the three months ended March 31,
2003 to $11,000 for the three months ended March 31, 2004 primarily relates to a
decrease in taxes payable for our German and French operations.

Net
  Income (Loss)

Net
income for the three months ended March 31, 2004 was $225,000 compared to a net
loss of $355,000 for the three months ended March 31, 2003. The change in net
income (loss) was primarily attributable to an increase in software license
revenues and reductions in professional service costs, sales and marketing
expenses and gross research and development expenses that resulted from
corporate restructuring and reduction in force in July 2003, partially offset by
an increase of general and administrative expenses. We expect that it will be
difficult to achieve a profit in the second quarter due primarily to higher
general and administrative expenses.

13

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Liquidity
  and Capital Resources

Cash
and cash equivalents increased from $7.1 million at December 31, 2003 to $7.2
million at March 31, 2004. We generated $637,000 from operating activities for
the three months ended March 31, 2004 compared to the use of $765,000 from
operating activities for the three months ended March 31, 2003. The increase in
operating cash inflows primarily relates to an increase in profitability as well
as a reduction of prepaid expenses primarily related to Lucent exclusivity
royalties not paid in the first quarter of 2004 due to the purchase of the
S Programming Language and an increase of deferred revenue from the
sale of our InFact product.

Investing
activities resulted in net cash outflows of $1,527,000 for the three months
ended March 31, 2004 compared to $73,000 for the three months ended March 31,
2003. The increase in cash outflows from investing activities primarily relates
to the purchase of the S Programming Language from Lucent
Technologies.

Financing
activities resulted in net cash inflows of $960,000 for the three months ended
March 31, 2004 compared to net cash outflows of $36,000 for the three months
ended March 31, 2003. The increase in cash inflows from financing activities
relates to cash received of $1,021,000 from proceeds of exercise of employee
stock options and employee stock purchase plan contributions.

In
March 2004, we renewed a working capital revolving line of credit and security
agreement with Silicon Valley Bank, or SVB, and modified the terms to provide
for up to $3.0 million in borrowing availability. This facility is secured by
our accounts receivable and allows us to borrow up to the lesser of (a) 75%
of our eligible accounts receivable or (b) $3.0 million and bears
interest at the prime rate, which was 4.0% as of March 31, 2004, plus 1%. At
March 31, 2004, no amounts had been borrowed and $1,566,000 was available for
future borrowings under the line of credit facility through December 26, 2004.

In
March 2004, we also renewed a term loan and security agreement with SVB. This
facility allows us to take advances on the cost of eligible equipment and
software less than 90 days old and is secured by the underlying assets. Through
December 26, 2004, we may draw up to an additional $500,000 under this
agreement, no more than $250,000 of which may be for software. We previously
borrowed $450,000 under this facility in 2002 and the remaining outstanding
balance was $258,000 at March 31, 2004. These term loan advances bear interest
at the prime rate, which was 4.0% as of March 31, 2004, plus 1%. Advances are
repaid over a 36 or 24-month period. At March 31, 2004, $500,000 was available
under this facility for future equipment borrowings through December 26, 2004.

These
credit facilities contain covenants that limit our net losses and restrict the
amount of capital expenditures not financed through the equipment term loan. In
addition, we are prohibited from paying dividends. We were in compliance with
these covenants as of March 31, 2004

The
  following are our contractual commitments associated with our operating and
  equipment financings:

|                          |  |  | Nine
      Months Ending
      December 31, |         | Year
      Ending December 31, |   |         |  |   |         |  |  
|------------------------- |  |  | ------------------------------------------- | ------- | ------------------------------ | - | ------- |  | - | ------- |  | -
|                          |  |  |                                             |         |                                |   |         |  |   |        
|                          |  |  |                                             | 2004    |                                |   | 2005    |  |   | 2006    |  |  
|                          |  |  |                                             |         |                                |   |         |  |   |         |  |  
|Commitments:              |  |  |                                             |         |                                |   |         |  |   |         |  |  
|Equipment
      term loan |  |  | $                                           | 97,000  |                                | $ | 129,000 |  | $ | 32,000  |  | $
|Operating
      leases    |  |  |                                             | 540,000 |                                |   | 175,000 |  |   | 135,000 |  |  
|Total
      commitments   |  |  | $                                           | 637,000 |                                | $ | 304,000 |  | $ | 167,000 |  | $
|                          |  |  |                                             |         |                                |   |         |  |   |         |  |  

As
of March 31, 2004 we had tax net operating loss carryforwards of approximately
$22 million and research and development tax credit carryforwards of
approximately $2 million. The net operating loss and credit carryforwards will
expire at various dates beginning 2004 through 2021, if not used. Under the
provisions of the Internal Revenue Code, substantial changes in our ownership
may limit the amount of net operating loss carryforwards that could be utilized
annually in the future to offset taxable income. A full valuation allowance has
been established in our financial statements to reflect the uncertainty of our
ability to use available tax loss carryforwards and other deferred tax assets.

14

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We
believe that our existing cash and cash equivalents and available bank
borrowings will be sufficient to meet our capital requirements for at least the
next 12 months. However, if during that time, we choose to increase our
investment in current or new product and marketing initiatives, market
conditions worsen, or if other unforeseen events should occur, we would likely
deem it necessary to seek additional funds through public or private equity
financing or from other sources in order to fund our operations and pursue our
growth strategy. Any financing we obtain may contain covenants that restrict our
freedom to operate our business or may require us to issue securities that have
rights, preferences or privileges senior to our common stock and may dilute
stockholder ownership interest in Insightful.

Business
Outlook

We
provide our customers with useful and innovative software and services to derive
intelligence from the data they collect. Several converging trends point to a
significant long-term potential for the data analysis software market. First,
organizations currently collect far more data, in a variety of formats, than
they actually analyze. Second, increasing amounts of additional information are
being collected by organizations. Third, organizations are seeking to apply new
and increasingly complex analytic techniques to their ever-increasing collection
of data in order to gain significant improvements in the quality and efficacy of
products built, marketed, and sold and to improvements in the efficiency of
business processes. Overall, the confluence of these trends should result in
significant long-term potential for data analysis software companies such as
Insightful.

Our
product direction for the S-PLUS Product Family mirrors these data analysis
industry trends. Our focus has been, and will continue to be, to build on
S-PLUS position as a leader for statistical model prototyping and data
visualization used extensively by individual statisticians building statistical
models. Our vision is to continually enhance the S-PLUS product family to
provide a seamless environment where sophisticated business analytics can be
developed on the desktop and then deployed to production on servers handling
many gigabytes of data and deployed to hundreds and even thousands of users,
without the need for expensive re-implementation. We will increasingly enable
S-PLUS programmers and other IT professionals to use the S-PLUS product family
to deploy analytic applications to mission critical production environments.

Our
direction also involves tailoring our solutions to meet the needs of certain
market segments. Throughout our history, we have, to varying degrees, tailored
our data analysis solutions to the needs of the following industries: securities
and banking, life sciences, manufacturing, telecommunications, environmental,
and defense/intelligence. Our largest efforts have focused on life sciences and
financial services. We also serve the academic community, though our objective
there is not to drive short-term increased revenues but rather seed for future
commercial sales. Since we are seeing more of our customers explore and adopt
open-source data analysis technologies, instead of purchasing commercial
software products, our direction involves extending our products to provide
increasing value add in the form of scaling to large amounts of data as well as
tailored to specific vertical markets. We are focusing our resources on
higher-value initiatives in the three industries that currently account for the
majority of our revenues: life sciences, securities and banking for data
analysis, and defense/intelligence.

We
will continue to invest in both our existing and new products, as well as in
expanding our sales and marketing efforts. We anticipate that our growth will
primarily be driven by software license revenues and that our professional
services revenue will begin to increase. Growth for our software license and
maintenance revenues will be driven primarily by our high-end products,
Insightful Miner, S-PLUS Server, and our vertical application modules such as
S+Finmetrics and S+ArrayAnalyzer.

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Important
Factors That May Affect Our Business, Our Operating Results and Our Stock Price

In
  addition to the other information contained in this quarterly report, you should
  carefully read and consider the following risk factors. If any of these risks
  actually occur, our business, financial condition or operating results could
  be adversely affected and the trading price of our common stock could decline.

Our
  operating results fluctuate and could fall below expectations of securities
  analysts and investors, resulting in a decrease in our stock price.

Our
operating results have varied widely in the past, and we expect that they could
continue to fluctuate in the future. Our stock price could decrease if our
operating results for a particular quarter or year fall below the expectations
of securities analysts and investors. Some of the factors that could affect the
amount and timing of our revenues and related expenses and cause our operating
results to fluctuate include:

- our
    primary reliance on one product family;
- our
    ability to penetrate new markets;
- our
    ability to develop, introduce and market new products on a timely basis;
- market
    acceptance of our products;
- our
    ability to compete in the highly competitive statistics, data mining and knowledge
    access markets;
- our
    ability to obtain government research contracts;
- our
    ability to expand our sales and support infrastructure;
- our
    ability to maintain our relationships with key partners;
- our
    ability to successfully expand our international operations;
- our
    ability to maintain third-party licenses;
- our
    inability to protect our intellectual property rights;
- our
    ability to attract and retain key employees or management team members; and
- general
    economic conditions, which may affect our customers' purchasing decisions;

As
  a result of these factors, we cannot predict our revenues and expenses with
  certainty, and future product revenues may differ from historical patterns.
  It is particularly difficult to predict the timing or amount of our license
  revenues because:

- our
    sales cycles are lengthy and variable, typically ranging between two and eight
    months from our initial contact with a potential customer;
- for
    our newest products, we have no history by which to gauge the sales cycles
    or acceptance rates;
- a
    substantial portion of our sales are completed at the end of the quarter and,
    as a result, a substantial portion of our license revenues are recognized
    in the last days of a quarter;
- the
    amount of unfulfilled orders for our products at the beginning of a quarter
    is typically small; and
- delay
    of new product releases can result in a customers decision to delay
    execution of a contract or, for contracts that include the new release as
    an element of the contract, will result in deferral of revenue recognition
    until such release.

Even
though our revenues are difficult to predict with certainty, we base our
decisions regarding our operating expenses on anticipated revenue trends. Many
of our expenses are relatively fixed, and we cannot quickly reduce spending if
our revenues are lower than expected. As a result, revenue shortfalls could
result in significantly lower income or greater loss than anticipated for any
given period, which could result in a decrease in our stock price.

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If
  potential customers do not continue to purchase the S-PLUS product family, our
  revenues and operating results will be adversely affected.

License
revenues from the S-PLUS product and add-on modules account for nearly all of
our license revenues. We expect license revenues from the S-PLUS product family
to continue to account for a substantial amount of our future revenues. As a
result, factors adversely affecting the pricing of or demand for the S-PLUS
product family, such as competition or technological change, could dramatically
affect our operating results. If we are unable to successfully deploy current
versions of the S-PLUS product family and to develop, introduce and establish
customer acceptance of new and enhanced versions of the S-PLUS product family,
our revenues and operating results will be adversely affected.

If
  we are unable to penetrate new end-user markets with our current and future
  products, the growth of our business will be limited.

We
focus our statistics business on two vertical markets: financial services and
pharmaceuticals. In order to grow our business at a satisfactory rate, we will
need to expand into new end-user markets within these two vertical markets for
our statistics software, and we must simultaneously develop and sell new
products that address these and other markets. We will need to simultaneously
invest in the scalability and deployability of our statistics product offerings
and in the further development and enhancement of our data mining and knowledge
access products. These simultaneous investments may strain our financial
resources and diffuse managements time and attention. If any of these
initiatives fails, our business will not grow and could fail.

If
  we are unsuccessful in the marketing and selling of InFact and Insightful Miner,
  our revenues and operating results will be adversely affected.

We
  cannot predict the degree to which our newest products, InFact and Insightful
  Miner, will achieve market acceptance or the extent to which they will perform
  as our customers expect. If our new products contain defects or errors, or otherwise
  do not operate as expected, their market acceptance may be delayed or limited,
  and our reputation may be damaged. If our new products such as InFact do not
  achieve market acceptance in the timeframe we expect, we may decide to discontinue
  further investment in them. If we are unsuccessful in selling new products such
  as InFact, the growth of our business will be limited and our revenues and operating
  results will be adversely affected.

Many
  potential customers are not yet aware of the benefits of knowledge access solutions
  utilizing relationship search capabilities, and our products may not achieve market acceptance.

The
market for knowledge access solutions is still emerging and continued growth in
demand for and acceptance of these solutions remains uncertain. Even if this
market grows, businesses may purchase our competitors solutions or develop
their own. We intend to spend considerable resources educating potential
customers not only about our solutions but also about the value of such systems
in general. Even with these educational efforts, however, market acceptance of
our solutions may not increase. If our products do not achieve market
acceptance, our results will suffer.

If
  we are unable to compete successfully in the statistics, data mining and knowledge
  access markets, our business will fail.

Our
S-PLUS product suite targets the statistics and data analysis market. This
market is highly competitive, fragmented and mature. We face competition in the
statistics and data analysis market primarily from large enterprise software
vendors and our potential customers information technology departments.
These departments may seek to develop data analysis solutions that utilize R, an
open-source software package that performs operations similar to the
S language that forms the core of our S-PLUS product. The dominant
competitor in our industry is SAS Institute. Other companies with which we
compete include, but are not limited to, SPSS, Inc., StatSoft Inc., Mathworks
and Minitab, Inc. In addition to competition from other statistical software
companies, we also face competition from providers of software for specific
statistical applications.

In
the data mining and knowledge access markets, we face competition from many
companies, including SAS Institute, SPSS, IBM, NCR, Autonomy, Verity, Inxight,
ClearForest and Iphrase, many of which are much larger than we are.

In
addition, as we develop other new products, or attempt to expand our sales into
new vertical and end-user markets, we may begin competing with companies with
whom we have not previously competed. It is also possible that new competitors
will enter the market. An increase in competitive pressures in our market or our
failure to compete effectively may result in pricing reductions, reduced gross
margins and loss of market share. Many of our competitors have longer operating
histories, greater name recognition, larger customer bases and significantly
greater financial, technical, marketing and other resources than we do. We could
also experience competition from companies in other sectors of the broader
market for business intelligence software, like providers of on-line analytical
processing, or OLAP, business intelligence and analytical application software,
as well as from companies in other sectors.

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Our
  business is sensitive to the risks associated with government funding decisions.

We
regularly apply for and are granted research contracts from a variety of
government agencies and funding programs. Over the last three fiscal years,
these contracts have generated from $4.3 to $4.8 million annually in offsets to
our research and development expenses. We may not receive new funded research
contracts or any renewals of government-funded projects currently in process,
and we may decide to cancel or reassign certain ongoing projects that are not
aligned with our core business needs. The personnel and other costs associated
with these programs are relatively fixed in the short run, and a sudden
cancellation or non-renewal of a major funding program or multiple smaller
programs would be harmful to our annual results. A substantial portion of the
research grant money we receive is granted to us based on our status as a small
business, the definition of which varies depending on the individual contract
terms. If and when the number of our employees or the amount of our revenues
grow beyond the limits prescribed in any of these contracts, we will no longer
be eligible for such research contracts and we will have to incur certain
research and development expenses without the benefit of offsets.

Furthermore,
a significant portion of our license revenues come from United States government
entities, as well as institutions, healthcare organizations and private
businesses that contract with or are funded by government entities. Government
appropriations processes are often slow and unpredictable and may be affected by
factors outside of our control. Reductions in government expenditures and
termination or renegotiation of government-funded programs or contracts could
adversely affect our revenue and operating results.

We
  may be unable to expand our sales organization, which could harm our ability
  to expand our business.

To
  date, we have sold our desktop products primarily through our telesales department
  while we have relied on our field sales force to sell our server-based solutions
  and place orders for multiple desktop licenses. We believe our future revenue
  growth will depend in large part on recruiting, training and retaining both
  telesales and direct sales personnel. Our growth will further depend on expanding
  our indirect distribution channels. These indirect channels include value added
  resellers, or VARs, distributors, original equipment manufacturer, or OEM, partners,
  system integrators and consultants. If we experience difficulty in recruiting
  and retaining qualified telesales and direct sales personnel and in establishing
  third-party relationships with VARs, distributors, OEM partners and systems
  integrators and consultants, our sales could be reduced or our sales growth
  limited. Even if we successfully expand our sales force and other distribution
  channels, the expansion may not result in expected revenue growth.

If
  we are unable to develop and maintain effective long-term relationships with
  our key partners, or if our key partners fail to perform, our ability to sell
  our solution will be limited.

We
rely on our existing relationships with a number of key partners, including
system integrators, VARs, distributors and third-party technology vendors, that
are important to worldwide sales and marketing of our solutions. In addition, to
be successful and to more effectively sell our products to larger customers, we
must develop successful new relationships with other key partners. These key
partners often provide enterprise software, consulting, implementation and
customer support services, and endorse our solution during the competitive
evaluation stage of the sales cycle. Although we seek to maintain relationships
with our key partners, and to develop relationships with new partners, many of
these existing and potential key partners have similar, and often more
established, relationships with our competitors. These existing and potential
partners, many of which have significantly greater resources than we have, may
in the future market software products that compete with our solution or reduce
or discontinue their relationships with us or their support of our solution.

Our
  sales cycle is variable, and sales delays could cause our operating results
  to fluctuate, which could cause a decline in our stock price.

An
enterprises decision to purchase statistics, data mining and knowledge
access software and services is discretionary, involves a significant commitment
of its resources and is influenced by its budget cycles. Our sales cycles are
long and variable, typically ranging between two and eight months from our
initial contact with a potential customer to the issuance of a purchase order or
signing of a license or services agreement, although the amount of time varies
substantially from customer to customer and occasionally sales require
substantially more time. When economic conditions weaken, sales cycles for
software products and related services tend to lengthen, and as a result, we
experienced longer sales cycles in 2002 and 2003 and we expect to continue to
experience longer sales cycles over the next several quarters. Sales delays
could cause our operating results to fall below the expectations of securities
analysts or investors, which could result in a decrease in our stock price.

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We
  have incurred losses in recent periods, and may continue to do so, which could
  cause a decrease in our stock price.

Until
the fourth quarter of 2003, we had posted net losses for each fiscal quarter
since the fourth quarter of 2001. As of March 31, 2004, we had an accumulated
deficit of over $30 million. In future periods we may not realize the
anticipated revenue increases from our new product and positioning initiatives.
In addition, we may be unable to achieve cost savings without adversely
affecting our business and operating results. We may also experience losses and
negative cash flows in the near term, even if sales of our products and services
continue to grow.

In April of 2004, we incurred approximately $276,000 in legal and
accounting fees associated with an independent investigation of allegations made
by a former employee that we improperly recognized services revenues in 2001 and
2002. Based on the investigation, our audit committee determined, with the
advice of management, that our financial statements for the 2001 and 2002 years,
and for the quarters included therein, present fairly, in all material respects,
the consolidated financial position, results of operations, and cash flows of
the Company in the conformity with accounting principles generally accepted in
the United States. However, the onetime charges we recorded as general and
administrative expense in the second quarter will make it more difficult for us
to achieve a quarterly operating profit in the second quarter of 2004.

We
believe that we may need to significantly increase our product development and
professional services efforts to expand our market position and further increase
acceptance of our products. We may not be able to increase our revenues
sufficiently to keep pace with these growing expenditures, if at all, and as a
result may be unable to achieve or maintain profitability in the future. In
addition, if we are unable to grow our revenues, we may be forced to discontinue
certain research and/or development projects, which could limit our future
product development opportunities.

If
  we fail to maintain effective internal financial and managerial systems, controls
  and procedures, our results of operations may be adversely affected.

We
face the risk that our systems, procedures and controls might not be adequate to
support our operations, maintain accountability for our assets or ensure proper
identification of, and proper accounting treatment for, our activities. Our
failure to maintain and implement such adequate systems, procedures and controls
could adversely our business, financial condition and results of operations. In the completion of our yearend audit, our independent auditors advised
us that they observed deficiencies in the design or operation of our internal
controls that, in their judgment, if not remedied could in the future adversely
affect our ability to record, process, summarize and report financial data
consistent with the assertions of management in the consolidated financial
statements. Specifically, our independent auditors observed the following
issues:

- Due
    to an instance of employee theft we discovered in late 2003, our independent
    auditors have recommended that we review all significant processes involved
    in the financial reporting and operating activities of the company for potential
    segregation-of-duties issues; review and test our expense and purchasing approval
    functions; and, as necessary, revise our processes and procedures around internal
    investigations.
- Due
    to challenges that we faced during the completion of our 2003 financial statement
    close process, our independent auditors have recommended that we initiate
    a study of our financial close processes, procedures and controls in order
    to enhance the quality, efficiency and timeliness of our financial statement
    preparation and to ensure proper identification and accounting treatment for
    our activities.

We continue
  to evaluate our operational, financial and accounting systems and our managerial
  controls and procedures to determine what additional changes, if any, might
  help us to manage our current operations better.

If
  we do not expand our international operations and successfully overcome the
  risks inherent in international business activities, the growth of our business
  will be limited.

To
  be successful, we must continue to expand our international operations and enter
  new international markets. This expansion may be delayed as a result of operating
  expense reduction measures and general economic conditions. If we do expand
  internationally, it will require significant management attention and financial
  resources to successfully translate and localize our software products to various
  languages and to develop direct and indirect international sales and support
  channels. Even if we successfully translate our software and develop new channels,
  we may not be able to maintain or increase international market demand for our
  solutions. We, or our VARs or distributors, may be unable to sustain or increase
  international revenues from licenses or from consulting and customer support.
  In addition, our international sales are subject to the risks inherent in international
  business activities, including

- costs
    of customizing products for foreign countries;
- export
    and import restrictions, tariffs and other trade barriers;
- the
    need to comply with multiple, conflicting and changing laws and regulations;
- reduced
    protection of intellectual property rights and increased liability exposure;
    and
- regional
    economic, cultural and political conditions, including the direct and indirect
    effects of terrorist activity and armed conflict in countries in which we
    do business.

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Our
foreign subsidiaries operate primarily in local currencies, and their results
are translated into U.S. dollars. We do not currently engage in currency hedging
activities, but we may do so in the future. Changes in the value of the U.S.
dollar relative to foreign currencies increased both our European revenues and
expenses in 2003. Our operating results could be materially harmed if we enter
into license or service agreements providing for significant amounts of foreign
currencies with extended payment terms or extended implementation timeframes if
the values of those currencies fall in relation to the U.S. dollar over the
payment period of the agreement.

Delivery
  of our solution may be delayed if we cannot continue to license third-party
  technology that is important to the functionality of our solution.

We
incorporate into our products software that is licensed to us by third-party
software developers. The third-party software currently offered in conjunction
with our solution may become obsolete or incompatible with future versions of
our products. Further, numerous individual and institutional licensors have
contributed software code to S-PLUS in exchange for little or no consideration,
and some of these third parties may choose to revise or revoke their licensing
terms with us. A significant interruption in the supply of this technology could
delay our sales until we can find, license and integrate equivalent technology.
This could take a significant amount of time, perhaps several months, which
would cause our operating results to fall below the expectations of securities
analysts or investors and result in a decrease in our stock price

Integration
  of future acquisitions may be difficult and disruptive.

We
  have completed several acquisitions of businesses with complementary technologies
  or service offerings. In addition to our acquisition of Predict AG in Switzerland
  in September 2001, we acquired the statistics businesses of Waratah Corporation
  in North Carolina in July 2001, GraS Graphische Systeme GmbH in Germany in July
  2001 and Sigma-Plus SA in France in July 2001. We have since closed the operation
  in Germany and have lost certain key personnel acquired with Predict AG in Switzerland.
  In the future, we may acquire additional complementary companies or technologies.
  Managing these acquisitions has entailed, and may in the future entail, numerous
  operational and financial risks and strains, including

- dilution
    of stockholders equity;
- Difficulty
    and cost in combining the operations and personnel of acquired businesses
    with our operations and personnel;
- disruption
    of our ongoing business and diversion of managements time and attention
    to integrating or completing the development or commercialization of any acquired
    technologies;
- impairment
    of relationships with key customers of acquired businesses due to changes
    in management and ownership of the acquired businesses;
- impairment
    of goodwill arising as a result of completed or future acquisitions, resulting
    in a financial loss; and
- inability
    to retain key employees of any acquired businesses.

If
we do not successfully integrate any technologies, products, personnel or
operations of companies that we may acquire in the future, our business will be
harmed.

Continued
  decreases in service revenues could decrease our total revenues or decrease
  our gross margins, which could cause a decrease in our stock price.

During
  2003, our services revenues decreased 31% from the prior twelve-month period.
  Consulting and training (service) revenues represented 17% of our total revenues
  for the year ended December 31, 2003. Our service revenues may continue to decline
  in the near term, and our total revenue may fall as a result.

Our
  workforce reductions and financial performance may place additional strain on
  our resources and may harm the morale and performance of our personnel and our
  ability to hire new personnel.

In
  connection with our effort to streamline our operations, reduce costs and bring
  our staffing and structure in line with our revenue base, we restructured our
  organization with reductions in our workforce by 23 employees in July 2003.
  Further reductions could occur if we are unable to grow our revenues. There
  have been and may continue to be substantial costs associated with the workforce
  reduction related to severance and other employee-related costs, and our restructuring
  plan may yield unanticipated consequences, such as attrition beyond our planned

20

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reduction
  in workforce. In addition, many of the employees who were terminated possessed
  specific knowledge or expertise, and that knowledge or expertise may prove to
  have been important to our operations. In that case, their absence may create
  significant difficulties. Past or future reductions in Research and Development
  could adversely affect our ability to innovate and compete. Further, the reduction
  in workforce may reduce employee morale and may create concern among potential
  and existing employees about job security at Insightful, which may lead to difficulty
  in hiring and increased turnover in our current workforce. In addition, this
  headcount reduction may subject us to the risk of litigation, which could result
  in substantial costs to us and could divert managements time and attention
  away from business operations. Any further workforce reductions may significantly
  strain our operational and financial resources and may result in increasing
  responsibilities for each of our management personnel. As a result, our ability
  to respond to unexpected challenges may be impaired, and we may be unable to
  take advantage of new opportunities.

We
  may be unable to obtain the funding necessary to support the expansion of our
  business.

Our
future revenues may be insufficient to support the expenses of our operations
and the expansion of our business. We may therefore need additional equity or
debt capital to finance our operations. If we are unable to generate sufficient
cash flow from operations or to obtain funds through additional financing, we
may have to reduce some or all of our development and sales and marketing
efforts and limit the expansion of our business or cease operations.

We
believe that our existing cash and cash equivalents and available bank
borrowings will be sufficient to meet the capital requirements of our core
business for at least the next twelve months. However, if during that time
market conditions worsen, or if other unforeseen events should occur, we may
need additional funds through public or private equity financing or from other
sources in order to fund our operations and pursue our growth strategy. If our
new products require substantial investment in order to make them commercially
viable, we may need to seek additional funding or we may be forced to
discontinue further investment in them. We have no commitment for additional
financing, and we may experience difficulty in obtaining funding on favorable
terms, if at all.

Our
credit line and equipment term loan with Silicon Valley Bank contain covenants
that require us to maintain a certain level of net income. Any additional
financing we obtain may contain covenants that restrict our freedom to operate
our business or may require us to issue securities that have rights, preferences
or privileges senior to our common stock and may dilute your ownership interest
in us.

World
  events and economic conditions could adversely affect our revenue growth and
  ability to forecast revenue.

Our
revenue growth and potential for profitability depend on the overall demand for
statistics and data analysis, data mining and knowledge access software and
services. Because our sales are primarily to corporate customers, our business
also depends on general economic and business conditions. Continued soft demand
for computer software caused by a weakened economy, both domestic and
international, may affect our sales and may continue to result in decreased
revenues. As a result of the economic downturn, we may experience difficulties
in collecting outstanding receivables from our customers.

Privacy
  and security concerns may limit the effectiveness of and reduce the demand for
  our solution.

The
effectiveness of our solution relies on the storage and use of data collected
from various sources, including personal information. The collection and use of
such data by our customers for customer profiling may raise privacy and security
concerns, especially in pharmaceutical markets where companies are subject to
the strict privacy requirement of the Health Insurance Portability and Privacy
Act of 1996. Our customers generally have implemented security measures to
protect customer data from disclosure or interception by third parties. However,
the security measures may not be effective against all potential security
threats. If a well-publicized breach of customer data security were to occur,
our products and solutions may be perceived as less desirable, which could limit
our revenue growth.

In
addition, due to privacy concerns, some Internet commentators, consumer
advocates and governmental or legislative bodies have suggested legislation to
limit the use of customer profiling technologies. The European Union and some
European countries have already adopted some restrictions on the use of customer
profiling data. If major countries or regions adopt legislation or other
restrictions on the use of customer profiling data, our solution would be less
useful to customers, and our sales could decrease.

If
  we do not retain our key employees or management team, our ability to execute
  our business strategy will be limited.

Our
future performance will depend largely on the efforts and abilities of our key
technical, sales, customer support and managerial personnel and on our ability
to attract and retain them. In addition, our ability to execute our business
strategy will depend on our ability to recruit additional experienced senior
managers and to retain our existing executive officers. We may be unable to
attract and retain such personnel in the future. In addition, due to competition
for qualified employees, we may be required to increase the level of
compensation paid to existing and new employees, which could materially increase
our operating expenses. Our key employees are not obligated to continue their
employment with us and could leave at any time.

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The
business software market is characterized by rapid change due to changing
customer needs, rapid technological developments and advances introduced by
competitors. Existing products can become obsolete and unmarketable when
products using new technologies are introduced and new industry standards
emerge. New technologies, including the rapid growth of the Internet and
commercial acceptance of open source software, could change the way software is
sold or delivered. We may also need to modify our products when third parties
change software that we integrate into our products. As a result, the life
cycles of our products are difficult to estimate.

To
be successful, we must continue to enhance our current product line and develop
new products that successfully respond to changing customer needs, technological
developments and competitive product offerings. We may not be able to
successfully develop or license the applications necessary to respond to these
changes, or to integrate new applications with our existing products. Past or
future reductions in our research and/or development personnel may harm our
ability to innovate and compete. We may not be able to introduce enhancements or
new products successfully or in a timely manner in the future. If we delay
release of our products and product enhancements, or if they fail to achieve
market acceptance when released, it could harm our reputation and our ability to
attract and retain customers, and our revenues may decline. In addition,
customers may defer or forego purchases of our products if we, our competitors
or major hardware, systems or software vendors introduce or announce new
products or product enhancements.

We
  may be unable to adequately protect our proprietary rights, which may limit
  our ability to compete effectively.

Our
success depends in part on our ability to protect our proprietary rights,
including our S programming language purchased from Lucent
Technologies in January 2004. To protect our proprietary rights, we rely
primarily on a combination of patent, copyright, trade secret and trademark
laws, confidentiality agreements with employees and third parties and protective
contractual provisions such as those contained in license agreements with
consultants, vendors and customers, although we have not signed these agreements
in every case. Despite our efforts to protect our proprietary rights,
unauthorized parties may copy aspects of our products and obtain and use
information that we regard as proprietary. Generally, our products are not
physically copy-protected. In order to retain exclusive ownership rights to all
software developed by us, we license all software and provide it in executable
code only, with contractual restrictions on copying, disclosure and
transferability. As is customary in the industry, we generally license our
products to end-users by use of a shrink-wrap license. Certain
specialized products may utilize a written, signed license agreement with the
customer. The source code for most of our products is protected as a trade
secret and as unpublished copyrighted work. Other parties may breach
confidentiality agreements and other protective contracts we have entered into,
and we may not become aware of, or have adequate remedies in the event of, a
breach. We face additional risk when conducting business in countries that have
poorly developed or inadequately enforced intellectual property laws. While we
are unable to determine the extent to which piracy of our software products
exists, we expect piracy to be a continuing concern, particularly in
international markets and as a result of the growing use of the Internet. In any
event, competitors may independently develop similar or superior technologies or
duplicate the technologies we have developed, which could substantially limit
the value of our intellectual property.

Intellectual
  property claims and litigation could subject us to significant liability for
  damages and result in invalidation of our proprietary rights.

In
  the future, we may have to resort to litigation to protect our intellectual
  property rights, to protect our trade secrets or to determine the validity and
  scope of the proprietary rights of others. Any litigation, regardless of its
  success, would probably be costly and require significant time and attention
  of our key management and technical personnel. Although we have not been sued
  for intellectual property infringement, we may face infringement claims from
  third parties in the future. The software industry has seen frequent litigation
  over intellectual property rights, and we expect that participants in the industry
  will be increasingly subject to infringement claims as the number of products,
  services and competitors grows and the functionality of products and services
  overlap. Infringement litigation could also force us to

- stop
    or delay selling, incorporating or using products that incorporate the challenged
    intellectual property;
- pay
    damages;
- enter
    into licensing or royalty agreements, which may be unavailable on acceptable
    terms; or
- redesign
    products or services that incorporate infringing technology, which we might
    not be able to do at an acceptable price, in a timely fashion or at all.

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Software
products as complex as ours frequently contain errors or defects, especially
when first introduced or when new versions are released. Our customers are
particularly sensitive to such defects and errors because of the importance of
accuracy in software used in analyzing data. We have had to delay commercial
release of past versions of our products until software problems were corrected,
and in some cases have provided product updates to correct errors in released
products. Our new products or releases may not be free from errors after
commercial shipments have begun. Any errors that are discovered after commercial
release could result in loss of revenues or delay in market acceptance,
diversion of development resources, damage to our reputation, increased service
and warranty costs or claims against us.

In
addition, the operation of our products could be compromised as a result of
errors in the third-party software we incorporate into our software. It may be
difficult for us to correct errors in third-party software because that software
is not in our control.

Our
  stock price may be volatile.

The
  price of our common stock has been volatile over the past 12 months. Our common
  stock reached a high of $4.97 per share on May 5, 2004 and traded
  as low as $1.09 per share on May 19, 2003. As a result of fluctuations
  in the price of our common stock, you may be unable to sell your shares at or
  above the price you paid for them. The trading price of our common stock could
  be subject to fluctuations for a number of reasons, including

- future
    announcements concerning us or our competitors;
- actual
    or anticipated quarterly variations in operating results;
- changes
    in analysts earnings projections or recommendations;
- announcements
    of technological innovations;
- the
    introduction of new products;
- changes
    in product pricing policies by us or our competitors;
- loss
    of key personnel;
- proprietary
    rights litigation or other litigation; or
- changes
    in accounting standards that adversely affect our revenues and earnings.

In
addition, stock prices for many technology companies fluctuate widely for
reasons that may be unrelated to operating results of these companies. These
fluctuations, as well as general economic, market and political conditions, such
as national or international currency and stock market volatility, recessions or
military conflicts, may materially and adversely affect the market price of our
common stock, regardless of our operating performance and may expose us to class
action securities litigation which, even if unsuccessful, would be costly to
defend and distracting to management. In the past, following periods of
volatility in the market price of a companys securities, securities class
action litigation has often been instituted against these companies. Litigation
brought against us could result in substantial costs and a diversion of
managements attention and resources, which could have a material adverse
effect on our business, financial condition and operating results.

ITEM
  3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We
develop products in the United States and sell them worldwide. As a result, our
financial results could be affected by factors such as changes in foreign
currency exchange rates or weak economic conditions in foreign markets. We
operate in the United Kingdom, Germany, France and Switzerland and incur
expenses and generate billings denominated in those local currencies. Interest
income and expense are sensitive to changes in the general level of U.S.
interest rates, particularly since our investments are in short-term
instruments. Based on the short-term nature and current levels of our
investments and debt, however, we do not believe that there is any material
market risk or exposure.

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Our
general investing policy is to limit the risk of principal loss and ensure the
safety of invested funds by limiting credit and market risk. We currently invest
in highly liquid money market accounts. All highly liquid investments with
original maturities of three months or less are considered to be cash
equivalents.

ITEM
4. CONTROLS AND PROCEDURES

The
term disclosure controls and procedures is defined in Rules
13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, or the Exchange
Act. These rules refer to the controls and other procedures of a company that
are designed to ensure that the information required to be disclosed by a
company in the reports that it files or submits under the Exchange Act is
recorded, processed, summarized and reported within required time periods.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in our
Exchange Act reports is accumulated and communicated to management, including
our chief executive officer and chief financial officer, as appropriate to allow
timely decisions regarding required disclosure.

Our
chief executive officer and our chief financial officer have evaluated the
effectiveness of our disclosure controls and procedures as of the end of the
period covered by this quarterly report, and they have concluded that, as of
that date, our disclosure controls and procedures were effective.

There
were no significant changes in our internal controls during the period covered
by this quarterly report that have materially affected, or are reasonably likely
to materially affect, our internal controls.

However, in the completion of our yearend audit, our independent auditors
advised us that they observed deficiencies in the design or operation of our
internal controls that, in their judgment, if not remedied could in the future
adversely affect our ability to record, process, summarize and report financial
data consistent with the assertions of management in the consolidated financial
statements. Specifically, our independent auditors observed the following
issues:

- Due to an instance of employee theft we discovered in late 2003, our independent
    auditors have recommended that we review all significant process involved in the
    financial reporting and operating activities of the company for potential
    segregationofduties issues; review and test our expense and purchasing
    approval functions; and, as necessary, revise our processes and procedures
    around internal investigations.
- Due to challenges that we faced during the completion of our 2003 financial
    statement close process, our independent auditors have recommended that we
    initiate a study of our financial close process, procedures and controls in
    order to enhance the quality, efficiency and timeliness of our financial
    statement preparation and to ensure proper identification and accounting
    treatment for our activities.

We continue to evaluate our operational, financial, and accounting systems and
our managerial controls and procedures to address these issues and to determine
what additional changes, if any, might help us to manage our current operations
better.

PART
II. OTHER INFORMATION

ITEM 1.
Legal Proceedings

In
December 2002, Wajih Alaiyan, a former Insightful employee, filed a complaint
against the Company in the Superior Court for King County, Washington. Mr.
Alaiyan alleges that his employment was wrongfully terminated, and he seeks an
unspecified amount of damages. On December 5, 2003, a judge for the Superior
Court for King County, Washington granted summary judgment in our favor and
dismissed. Mr. Alaiyan has appealed the decision. An evaluation of the
likelihood of an adverse outcome cannot be expressed with sufficient certainty
at this time. An unfavorable outcome could have a materially adverse effect on
our financial position, results of operations, and cash flows.

ITEM
  4. Submission of Matters to a Vote of Security Holders

None.

ITEM
  6. Exhibits and Reports on Form 8-K

(a)
See Index to Exhibits.

(b) Reports
filed on Form 8-K.

On
February 3, 2004 we filed a current report on From 8-K reporting our entering
into an Assignment and License Agreement with Lucent Technologies, Inc.,
pursuant to which we acquired all of Lucents right, title and interest to
Lucents S software.

On
February 18, 2004, we furnished a current report Form 8-K announcing the
rescheduling of the announcement of financial results for the quarter and year
ended December 31, 2004.

On
February 26, 2004, we furnished a current report Form 8-K announcing the
rescheduling of the announcement of financial results for the quarter and year
ended December 31, 2004.

On
March 4, 2004, we furnished a current report Form 8-K announcing our financial
results for the quarter and year ended December 31, 2004.

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SIGNATURES

Pursuant
  to the requirements of the Securities Exchange Act of 1934, as amended, the
  registrant has duly caused this report to be signed on its behalf by the undersigned,
  thereunto duly authorized.

May
  17, 2004

| |  | INSIGHTFUL
      CORPORATION
| |  | ----------------------------
| |  |                             
| |  | By:                         
| |  |                             
| |  |                             
| |  |                             

May
  17, 2004

| |  | INSIGHTFUL
      CORPORATION
| |  | ----------------------------
| |  |                             
| |  | By:                         
| |  |                             
| |  |                             
| |  |                             

25

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EXHIBIT
  INDEX

|Exhibit
      Number |  | Description                                                                                                                                                    
|-------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|                     |  |                                                                                                                                                                
|3.1                  |  | Amended and Restated Certificate of Incorporation of the Registrant                                                                                            
|                     |  |                                                                                                                                                                
|3.2                  |  | Amended and Restated
      Bylaws of the Registrant                                                                                                            
|                     |  |                                                                                                                                                                
|31.1                 |  | Certification of Chief
      Executive Officer of Insightful Corporation as Required by Section 302 of
      Sarbanes-Oxley Act of 2002 (B)                    
|                     |  |                                                                                                                                                                
|31.2                 |  | Certification of Chief
      Financial Officer of Insightful Corporation as Required by Section 302 of
      Sarbanes-Oxley Act of 2002 (B)                    
|                     |  |                                                                                                                                                                
|32.1                 |  | Certification of Financial
      Statements by Chief Executive Officer Insightful Corporation as Required
      by Section 906 of Sarbanes-Oxley Act of 2002   
|                     |  |                                                                                                                                                                
|32.2                 |  | Certification of Financial
      Statements by Chief Financial Officer of Insightful Corporation as Required
      by Section 906 of Sarbanes-Oxley Act of 2002

26

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