SECURITIES AND EXCHANGE COMMISSION

                          WASHINGTON, D.C.   20549-1004

                                    FORM 10-Q

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

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999

                        COMMISSION FILE NUMBER  0-020992

                                 MATHSOFT, INC.
                (Exact name of registrant as specified in its charter)

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

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

                                 (617) 577-1017
               (Registrant's telephone number including area code)

INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED
TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING
THE  PRECEDING  12  MONTHS  (OR  FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS
REQUIRED  TO  FILE  SUCH  REPORTS),  AND  (2)  HAS  BEEN  SUBJECT TO SUCH FILING
REQUIREMENTS  FOR  AT  LEAST  THE  PAST  90  DAYS.

                     YES      X              NO
                          -----

AS OF MAY 5, 1999 THERE WERE 9,765,461 SHARES OF COMMON STOCK, $.01 PAR VALUE 
PER SHARE,  OUTSTANDING.

<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

                                    FORM 10-Q



                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999

                                TABLE OF CONTENTS


                                                       PAGE
                                                       ----
<TABLE>
<CAPTION>


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

Item 1. Consolidated Condensed Financial Statements

        - Consolidated Condensed Balance Sheets as of
          March 31, 1999 and December 31, 1998 . . . . . . . . . . . . . .                                3

        - Consolidated Condensed Statements of Income for the
          Three Months Ended March 31, 1999 and 1998 . . . . . . . . . . .                                5

        - Consolidated Condensed Statements of Cash Flows for the
          Three Months Ended March 31, 1999 and 1998 . . . . . . . . . . .                                6

        - Notes to Consolidated Condensed Financial Statements. .                                         8

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

Cautionary Statements. . . . . . . . . . . . . . . . . . . . . . .                                       15

</TABLE>


<TABLE>
<CAPTION>


<S>                                         <C>

PART II.   OTHER INFORMATION:

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


SIGNATURES . . . . . . . . . .                                                                           20
</TABLE>

<PAGE>





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

<TABLE>
<CAPTION>


                                                          MARCH 31,   DECEMBER 31,
                                                            1999          1998
                                                         -----------  -------------
<S>                                                      <C>          <C>
CURRENT ASSETS:
       Cash and cash equivalents. . . . . . . . . . . .  $ 5,787,638  $   5,706,657
       Accounts receivables, less reserves of
            approximately $849,000 at March 31, 1999
            and $870,000 at December 31, 1998 . . . . .    4,567,554      4,009,195
       Other receivables. . . . . . . . . . . . . . . .    1,293,053      1,308,892
       Inventories. . . . . . . . . . . . . . . . . . .      254,585        374,320
       Prepaid expenses . . . . . . . . . . . . . . . .      642,816        342,599

                    Total current assets. . . . . . . .   12,545,646     11,741,663
                                                         -----------  -------------

PROPERTY AND EQUIPMENT, AT COST:
       Computer equipment and software. . . . . . . . .    4,844,382      4,765,347
       Property and equipment under capital lease . . .      918,043        918,043
       Furniture and fixtures . . . . . . . . . . . . .    1,045,505      1,036,313
       Leasehold improvements . . . . . . . . . . . . .      624,658        624,658
                                                         -----------  -------------
                                                           7,432,588      7,344,361
       Less - Accumulated depreciation and amortization    6,279,770      6,082,535

                                                           1,152,818      1,261,826

OTHER ASSETS. . . . . . . . . . . . . . . . . . . . . .      458,011        488,595
                                                         -----------  -------------

                                                         $14,156,475  $  13,492,084
                                                         ===========  =============












<FN>

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


                                        3

<PAGE>

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

<TABLE>
<CAPTION>


                                                         MARCH 31,     DECEMBER 31,
<S>                                                            <C>            <C>
                                                               1999            1998 
                                                       -------------  --------------
CURRENT LIABILITIES:
       Current portion of capital lease obligations
            and equipment financing . . . . . . . . .  $    543,432   $     482,004 
       Accounts payable . . . . . . . . . . . . . . .     1,986,012       2,481,154 
       Accrued expenses and other current liabilities     2,006,442       2,452,472 
       Deferred revenue . . . . . . . . . . . . . . .     2,119,152       1,886,533 
                                                       -------------  --------------
                    Total current liabilities . . . .     6,655,038       7,302,163 
                                                       -------------  --------------

Capital Lease Obligations and Equipment Financing,
           Less current portion . . . . . . . . . . .        86,306         139,414 
                                                       -------------  --------------

STOCKHOLDERS' EQUITY:
       Preferred stock, $.01 par value -
            Authorized - 1,000,000 shares
            Issued and outstanding-none . . . . . . .             -               - 
       Common stock, $.01 par value-
            Authorized - 20,000,000 shares
            Issued and outstanding - 9,765,461 shares
            at March 31, 1999 and 9,324,407 shares at
            December 31, 1998 . . . . . . . . . . . .        97,655          93,244 
       Additional paid-in capital . . . . . . . . . .    30,430,265      29,706,364 
       Accumulated deficit. . . . . . . . . . . . . .   (23,029,986)    (23,667,397)
       Cumulative translation adjustment. . . . . . .       (82,803)        (81,704)
                                                       -------------  --------------
                   Total stockholders' equity . . . .     7,415,131       6,050,507 
                                                       -------------  --------------
                                                       $ 14,156,475   $  13,492,084 
                                                       =============  ==============










<FN>

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


                                        4

<PAGE>

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

<TABLE>
<CAPTION>

                                                                  THREE MONTHS ENDED

                                                                       MARCH 31,
                                                                 ------------------         
                                                                1999                1998
                                                       ------------------  ------------------
<S>                                                    <C>                 <C>
REVENUES:
       Software licenses. . . . . . . . . . . . . . .  $        5,276,947  $        4,919,922
       Services and other . . . . . . . . . . . . . .           1,262,427             782,371
                                                       ------------------  ------------------
            Total net revenues. . . . . . . . . . . .           6,539,374           5,702,293
                                                       ------------------  ------------------

COST OF REVENUES:
       Software licenses. . . . . . . . . . . . . . .             805,352             706,000
       Services and other . . . . . . . . . . . . . .             389,441             296,735
                                                       ------------------  ------------------
            Total cost of revenues. . . . . . . . . .           1,194,793           1,002,735
                                                       ------------------  ------------------
            Gross profit. . . . . . . . . . . . . . .           5,344,581           4,699,558
                                                       ------------------  ------------------

OPERATING EXPENSES:
       Sales and marketing. . . . . . . . . . . . . .           2,815,576           2,420,954
       Research and development . . . . . . . . . . .           1,187,575           1,219,232
       General and administrative . . . . . . . . . .             735,379             601,852
                                                       ------------------  ------------------
            Total operating expenses. . . . . . . . .           4,738,530           4,242,038
                                                       ------------------  ------------------

            INCOME FROM OPERATIONS. . . . . . . . . .             606,051             457,520

Interest Income, net. . . . . . . . . . . . . . . . .              41,440              23,531

            INCOME BEFORE PROVISION FOR
                INCOME TAXES. . . . . . . . . . . . .             647,491             481,051

Provision for Income Taxes. . . . . . . . . . . . . .              10,080                   -
                                                       ------------------  ------------------
            NET INCOME. . . . . . . . . . . . . . . .  $          637,411  $          481,051
                                                       ==================  ==================


BASIC NET INCOME PER SHARE. . . . . . . . . . . . . .  $             0.07  $             0.05
                                                       ==================  ==================

DILUTED NET INCOME PER SHARE. . . . . . . . . . . . .  $             0.06  $             0.05
                                                       ==================  ==================

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING . . . .           9,687,055           9,131,169
                                                       ==================  ==================

WEIGHTED AVERAGE SHARES OUTSTANDING ASSUMING DILUTION          10,869,334          10,214,439
                                                       ==================  ==================








<FN>

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


                                        5

<PAGE>

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

<TABLE>
<CAPTION>

                                                                      THREE MONTHS ENDED
                                                                         MARCH 31,
                                                                         ---------

                                                                      1999         1998
                                                                   -----------  -----------
<S>                                                                <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

  Net income. . . . . . . . . . . . . . . . . . . . . . . . . . .  $  637,411   $  481,051 
  Adjustments to reconcile net income to net
    cash used in operating activities -
     Depreciation and amortization. . . . . . . . . . . . . . . .     219,252      230,588 
     Changes in assets & liabilities-
         Accounts receivables . . . . . . . . . . . . . . . . . .    (558,360)    (432,011)
         Other receivables. . . . . . . . . . . . . . . . . . . .      15,839        1,439 
         Inventories. . . . . . . . . . . . . . . . . . . . . . .     119,735       38,506 
         Prepaid expenses . . . . . . . . . . . . . . . . . . . .    (201,273)    (283,182)
         Accounts payable . . . . . . . . . . . . . . . . . . . .    (495,144)      64,807 
         Accrued expenses . . . . . . . . . . . . . . . . . . . .    (446,027)    (281,559)
         Deferred revenue . . . . . . . . . . . . . . . . . . . .     232,619      (78,379)
                                                                   -----------  -----------
             Net cash used in operating activities. . . . . . . .    (475,948)    (258,740)

CASH FLOWS FROM INVESTING ACTIVITIES:

  Purchases of property and equipment . . . . . . . . . . . . . .     (88,228)    (130,611)
  Decrease (Increase) in other assets . . . . . . . . . . . . . .       8,568      (12,845)
                                                                   -----------  -----------
            Net cash used in investing activities . . . . . . . .     (79,660)    (143,456)
                                                                   -----------  -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Payments on capital lease obligations and equipment financing .    (142,300)     (81,027)
  Borrowings on capital lease obligations and equipment financing      51,676      458,904 
  Proceeds from exercise of stock options and
        Employee Stock Purchase Plan. . . . . . . . . . . . . . .     728,312      116,715 
                                                                   -----------  -----------
            Net cash provided by financing activities . . . . . .     637,688      494,592 

Effect of exchange rate changes on cash and cash equivalents. . .      (1,099)     (16,368)
                                                                   -----------  -----------

NET INCREASE IN CASH AND CASH EQUIVALENTS . . . . . . . . . . . .      80,981       76,028 

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

CASH AND CASH EQUIVALENTS, END OF PERIOD. . . . . . . . . . . . .  $5,787,638   $4,209,569 
                                                                   ===========  ===========

<FN>

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


                                        6

<PAGE>

                         MATHSOFT, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (CONTINUED)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                          THREE MONTHS ENDED
                                                 MARCH 31,
                                                 ---------

                                             1999     1998
                                            -------  -------
<S>                                         <C>      <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
    INFORMATION:
          Cash paid during the period for-
                Interest . . . . . . . . .  $16,668  $18,830
                                            =======  =======
                Income taxes . . . . . . .  $16,368  $16,368
                                            =======  =======
































<FN>

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


                                        7

<PAGE>


                         MATHSOFT, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.  BASIS  OF  PRESENTATION

The accompanying unaudited consolidated condensed financial statements have been
prepared  by  MathSoft, Inc. ("MathSoft" or the "Company") pursuant to the rules
and  regulations  of  the  Securities  and Exchange Commission regarding interim
financial  reporting.  Accordingly,  they  do not include all of the information
and  footnotes required by generally accepted accounting principles for complete
financial  statements  and  should  be read in conjunction with the consolidated
financial  statements  and  notes thereto for the fiscal year ended December 31,
1998.  The  accompanying consolidated condensed financial statements reflect all
adjustments  (consisting  solely of normal, recurring adjustments) which are, in
the  opinion of management, necessary for a fair presentation of results for the
interim periods presented.  The results of operations for the three-month period
ended  March  31,  1999  are  not  necessarily  indicative  of the results to be
expected  for  the  full  fiscal  year.

2.     RECLASSIFICATION  OF  AMOUNTS

Certain amounts in the financial statements for the year ended December 31, 1998
and  have been reclassified to conform to the presentation for the quarter ended
March  31,  1999.

3.  INVENTORIES

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


                        MARCH 31,   DECEMBER 31,
                           1999         1998
                        ----------  -------------

<S>                     <C>         <C>
Materials and supplies  $   62,878  $      98,200
Finished goods . . . .     191,707        276,120
                        ----------  -------------
                        $  254,585  $     374,320
                        ----------  -------------

</TABLE>





<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)


4.  NET  INCOME  PER  SHARE

The Company reports earnings per share in accordance with SFAS No. 128, Earnings
per  Share.  Under  SFAS  No. 128, basic net income per common share is computed
based  on  net  income available to common stockholders and the weighted average
number  of  common shares outstanding during the period.  Diluted net income per
share is computed by including the number of additional common shares that would
have  been  outstanding if the dilutive potential common shares had been issued.

A  reconciliation  of  basic  and  diluted  shares  outstanding  is  as follows:

<TABLE>
<CAPTION>

                                   THREE  MONTHS  ENDED
                                           MARCH  31,
                                   ------------------

<S>                              <C>         <C>
                                       1999        1998
                                 ----------  ----------

  Weighted average shares
      outstanding . . . . . . .   9,687,055   9,131,169

  Effect of dilutive securities   1,182,279   1,083,270
                                 ----------  ----------

  Weighted average shares
  outstanding assuming dilution  10,869,334  10,214,439
                                 ==========  ==========

</TABLE>



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

<TABLE>
<CAPTION>


                                   THREE  MONTHS  ENDED
                                           MARCH  31,
                                   ------------------

<S>                                      <C>      <C>
                                        1999     1998
                                     -------  -------

  Antidilutive securities-           156,036  224,986
                                     -------  -------

</TABLE>




<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

5.       COMPREHENSIVE  INCOME

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

Total  Comprehensive  Income  is  as  follows:
<TABLE>
<CAPTION>


                                   THREE  MONTHS  ENDED
                                             MARCH  31,
                                 ----------------------
                                       1999        1998
                                       ----        ----

<S>                                <C>        <C>
Net Income. . . . . . . . . . . .  $637,411   $481,051 
Cumulative Translation Adjustment    (1,099)   (16,368)
                                   ---------  ---------
Comprehensive Income. . . . . . .  $636,312   $464,683 
                                   ---------  ---------
</TABLE>





5.     SEGMENT  REPORTING

The  Company's  continuing  operations  are  classified  in two primary business
segments:  (1)  Engineering  and  Education  Product Line (formerly known as the
Technical  Calculation  Software  Product  Line)  and (2) Data Analysis Software
Product  Line.  Summarized  financial  information  by  business  segment  for
continuing  operations  is  as  follows:

                                     THREE MONTHS ENDED
                                              MARCH 31,
                                            ---------
                                          1999     1998
                                          ----     ----
                                         (in thousands)
<TABLE>
<CAPTION>


<S>                                     <C>     <C>
Segment Revenues:
    Engineering and Education Products  $3,704  $3,653 
    Data Analysis Software Products. .   2,835   2,049 
                                        ------  -------
           Total net revenues. . . . .  $6,539  $5,702 
                                        ------  -------

Segment Income (Loss):
    Engineering and Education Products  $  169  $  561 
    Data Analysis Software Products. .     468     (80)
                                        ------  -------
           Total net income. . . . . .  $  637  $  481 
                                        ------  -------

</TABLE>



<PAGE>

                         MATHSOFT, INC. AND SUBSIDIARIES

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


Three Months Ended March 31, 1999 Compared with the Three Months Ended March 31,
1998.

RESULTS  OF  OPERATIONS

Total  net  revenues  increased 14.7% from $5,702,000 for the three months ended
March  31,  1998  to  $6,539,000 for the three months ended March 31, 1999.  The
increase in total net revenues was primarily attributable to an increase in both
license  and  service revenue generated from the Data Analysis Products Division
and to a lesser extent an increase in revenue from the Engineering and Education
Software  Products  Division.

Worldwide  Data Analysis Products Division license and service revenue increased
38.4%  from $2,049,000 in the three months ended March 31, 1998 to $2,835,000 in
the  three  months  ended March 31, 1999, and increased as a percentage of total
net revenues  from  35.9% to 43.4%.  The increase in license and service revenue
was primarily attributable to an
increase  in new license sales of S-PLUS 4.5 for Windows/NT released in May 1998
and  S-PLUS  5.0  for  Unix  released  in  August 1998 as well as an increase in
maintenance,  training  and  consulting  services.

Worldwide  Engineering and Education Software Products Division revenues for the
three  months  ended March 31, 1998 were $3,653,000 and remained relatively flat
at  $3,703,000  for  the  three  months ended March 31, 1999, and decreased as a
percentage  of  total  net  revenues  from  64.1% to 56.6%.  This consistency in
revenues  is  due  to increased sales of Mathcad Add-on's, such as Axum 6, which
was  released  in  March  1999,  offsetting the decline in Mathcad 8 new license
revenue  due  to  weaker  than  anticipated Educational sales as a result of the
timing  of  the  Mathcad  8  release  in  relation to the back-to-school season.

Total  international revenues attributable to sales of all Company product lines
increased  11.8%  from  $1,677,000  in  the three months ended March 31, 1998 to
$1,875,000  in  the  three  months  ended  March  31,  1999,  and decreased as a
percentage  of  total  revenues  from  29.4%  to  28.7%,  respectively.

Total cost of revenues increased 19.2% from $1,003,000 in the three months ended
March  31,  1998  to  $1,195,000  in  the three months ended March 31, 1999, and
increased  slightly  as  a  percentage  of  total  revenues from 17.6% to 18.3%,
respectively.  The  increase  in total cost of revenues as a percentage of total
revenues  was  primarily  attributable  to  an  increase in fixed costs, such as
licensing  costs  for  the  "S" language used in the S-PLUS product line and the
amortization  of  purchased  technology.

<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

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


RESULTS  OF  OPERATIONS  (CONTINUED)

Sales and marketing expenses increased 16.3% from $2,421,000 in the three months
ended March 31, 1998 to $2,816,000 in the three months ended March 31, 1999, and
increased  as  a percentage of total revenues from 42.5% to 43.1%, respectively.
The  increase in overall sales and marketing expenses was primarily attributable
to an increase in variable marketing expenditures and headcount additions to the
sales  force.

Research  and  development  expenses  decreased  slightly from $1,219,000 in the
first three months ended March 31, 1998 to $1,188,000 for the three months ended
March  31,  1999,  and decreased as a percentage of total revenues from 21.4% to
18.2%,  respectively.

General  and  administrative expenses increased 22.2% from $602,000 in the three
months  ended  March  31,  1998  to $735,000 in the three months ended March 31,
1999,  and  increased  as  a  percentage  of total revenues from 10.6% to 11.2%,
respectively.  The  increase  in overall general and administrative expenses was
due  primarily  to  increased  professional  fees.

LIQUIDITY  AND  CAPITAL  RESOURCES

Cash  and  cash  equivalents,  totaling  $5,788,000 at March 31, 1999, increased
$81,000  during  the  three  months  ended  March  31,  1999, from $5,707,000 at
December  31,  1998.  The  positive  cash  flow resulted primarily from proceeds
generated  by  exercise  of stock options and stock purchases under the employee
stock  purchase  plan of $728,000, offset by cash used in operations of $476,000
and  payments  of capital lease obligations and equipment financing of $142,000.

The Company's financial reserves are represented by cash and cash equivalents of
$5,788,000  as  of  March  31,  1999.  The  Company  also  has  a line of credit
agreement  with a commercial bank.  Borrowings under the line are limited to the
lesser  of  80%  of eligible domestic accounts receivable or $2,000,000 based on
certain  profitability  covenants.  Borrowings  are  secured by a first security
interest  on  substantially all of the Company's assets and bear interest at the
bank's  prime  rate  plus  0.5%. The line of credit contains certain restrictive
covenants,  including  requirements  to  achieve  or maintain minimum amounts of
profitability,  equity,  leverage and liquidity, all as defined in the agreement
which  expires  on  April  30,  2000.  As  of  March 31, 1999, the Company is in
compliance with the restrictive covenants and, as of March 31, 1999, the Company
can  borrow up to $2,000,000.  There were no amounts outstanding under this line
at  March  31,  1999.

<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

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


LIQUIDITY  AND  CAPITAL  RESOURCES  (CONTINUED)

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

YEAR  2000  READINESS  DISCLOSURE  STATEMENT

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

The Company's Year 2000 compliance efforts consist of the following phases:  (1)
identification  of  all  software  products,  information technology systems and
non-information  technology  systems;  (2)  assessment  of repair or replacement
requirements;  (3)  repair  or replacement; (4) testing; (5) implementation; and
(6)  creation  of  contingency  plans  in  the event of Year 2000 failures.  The
Company has completed phase (1) and has substantially completed phase  (2).  The
Company expects to substantially complete phase (3) by June 1999 and phases (4),
(5)  and  (6)  of  its  Year  2000  compliance  efforts  by  September  1999. 
<PAGE>

                         MATHSOFT, INC. AND SUBSIDIARIES

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


YEAR  2000  READINESS  DISCLOSURE  STATEMENT  (CONT.)

To  date,  the  Company has not incurred any material expenditures in connection
with identifying, evaluating or remediating any Year 2000 compliance issues.  We
have reevaluated our preliminary estimates, regarding expected costs to MathSoft
for  evaluating  and  correcting  Year  2000 issues, and believe they are in the
range  of  $250,000 to $550,000.  Most of these costs will be capital in nature,
will have an immaterial impact on earnings per share, will be funded through our
operating  cash flows, and have been contemplated in the development of our 1999
operating  plan.  Although MathSoft does not anticipate any major non-compliance
issues,  there  can  be  no  assurance  that  there  will  not be a delay in, or
increased  costs  associated  with,  the  implementation of MathSoft's year 2000
readiness  plan.  MathSoft  currently  believes  that  the  greatest  risk  of
disruption  in  its  business  exists  in  the  event of non-compliance by third
parties  with  whom  it  has significant supplier and/or customer relationships.
The  Company's  expectations regarding Year 2000 remediation efforts will evolve
as  it  continues  to  analyze and correct its systems.  The Company has not yet
developed  a  formal  Year  2000-specific contingency plan.  The Company expects
that  a  formal  Year 2000 contingency plan will evolve as it completes its Year
2000  compliance  efforts.  Failure  by  the Company to resolve Year 2000 issues
with  respect  to its products and services could have a material adverse effect
on  the  Company's  business,  results  of  operation  and  financial condition.
Furthermore,  failure  of  third-party equipment or software to operate properly
with  regards  to  the  year 2000 and thereafter could require MathSoft to incur
significant  unanticipated  expenses  to  remedy  any  problems.


<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

                              CAUTIONARY STATEMENTS


In  addition  to  the other information in this report, the following cautionary
statements  should  be  considered  carefully  in evaluating the Company and its
business.  Information  provided  by  the  Company from time to time may contain
certain  "forward-looking"  information,  as  that  term  is  defined by (i) the
Private  Securities  Litigation  Reform  Act  of  1995  (the  "Act") and (ii) in
releases  made  by  the  Securities  and Exchange Commission (the "SEC").  These
cautionary  statements  are being made pursuant to the provisions of the Act and
with  the intention of obtaining the benefits of the "safe harbor" provisions of
the  Act.

VARIABILITY  OF  QUARTERLY OPERATING RESULTS.  The Company's quarterly operating
results  may  vary significantly from quarter to quarter, depending upon factors
such  as the introduction and market acceptance of new products and new versions
of  existing  products,  the  ability  to reduce expenses, and the activities of
competitors.  Because a high percentage of the Company's expenses are relatively
fixed  in  the near term, minor variations in the timing of orders and shipments
can  cause  significant  variations in quarterly operating results.  The Company
operates  with  little  or  no  backlog  and  has  no  long-term  contracts.
Substantially  all  of its product revenues in each quarter result from software
licenses  issued  in  that  quarter  making  the Company's ability to accurately
forecast  future  revenues  and  income for any period necessarily limited.  Any
forward-looking information provided from time to time by the Company represents
only  management's  then-best  current estimate of future results or trends, and
actual  results  may  differ  materially  from  those contained in the Company's
estimates.

POTENTIAL  VOLATILITY  OF STOCK PRICE.  There has been significant volatility in
the  market  price  of securities of technology companies.  The Company believes
factors such as announcements of new products by the Company or its competitors,
quarterly  fluctuations  in  the  Company's  financial results or other software
companies'  financial  results,  shortfalls  in  the  Company's actual financial
results  compared to results previously forecasted by stock market analysts, and
general  conditions  in  the  software  industry and conditions in the financial
markets  could  cause  the  market  price  of  the  Common  Stock  to  fluctuate
substantially.  These  market fluctuations may adversely affect the price of the
Company's  Common  Stock.

RISKS  ASSOCIATED  WITH  NEW PRODUCTS OR SERVICES.  The Company's future revenue
growth  rate  and  earnings performance depend on a number of factors, including
the  continued  success  of  its existing products and service offerings and the
development  of one or more new products or services, some of which could depart
from  the Company's traditional business model.  These investments may adversely
affect the Company's quarterly and annual financial results until such time that
they  begin  to  return  a  profit.  Furthermore, there can be no assurance that
these  investments  will  ever  achieve  the  desired  financial  results.


<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

                              CAUTIONARY STATEMENTS

RISKS  ASSOCIATED  WITH  ACQUISITIONS.  The  Company  has  made  a  number  of
acquisitions  and  will continue to review future acquisition opportunities.  No
assurances  can  be given that acquisition candidates will be available on terms
and  conditions acceptable to the Company.  Acquisitions involve numerous risks,
including,  among  other  things,  possible  dilution  to existing shareholders,
difficulties  and  expenses incurred in connection with the acquisitions and the
subsequent  assimilation  of  the  operations  and  services  or products of the
acquired companies, the difficulty of operating new (albeit related) businesses,
the  diversion  of  management's  attention from other business concerns and the
potential  loss of key employees of the acquired company.  In the event that the
operations  of  an acquired business do not live up to expectations, the Company
may  be  required  to  restructure  the  acquired  business  or
write-off  the  value  of  some  or  all of the assets of the acquired business.
There  can  be no assurance that any acquisition will be successfully integrated
into  the  Company's  operations.

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

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

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

RISKS  ASSOCIATED  WITH  DISTRIBUTION  CHANNELS.  The  Company  markets  and
distributes  its S-PLUS products in the U.S. through the Company's telesales and
outside  sales  force  and  internationally  through  third  party resellers and
distributors  and  its  own salesforce.  Mathcad products are currently marketed
and  distributed  in  the  U.S.  through third party resellers and distributors,
telesales  and  direct  mail  and  electronic  methods.  Internationally,  the
Company's  Mathcad  products  are  marketed  and distributed through third party
resellers  and distributors.  There can be no assurance that the Company will be
able  to  retain  its  current  resellers  and  distributors,  or  expand  its
distribution  channels  by  entering  into  arrangements  with new resellers and
distributors  in  the  Company's  current  markets  or  in  new  markets.


<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

                              CAUTIONARY STATEMENTS

RISKS  ASSOCIATED  WITH  INTERNATIONAL  OPERATIONS.  Sales outside North America
accounted  for  approximately  33%  and approximately 34% of the Company's total
revenues  in the fiscal years ended June 30, 1996 and 1997, approximately 30% of
the  Company's total revenues during the Transition Period, approximately 28% of
the  Company's  total  revenues  in the fiscal year ended December 31, 1998, and
approximately 29% for the three months ended March 31, 1999, and may continue to
represent a significant portion of the Company's product revenues.  Any decrease
in  sales  outside  North  America  may  have a materially adverse effect on the
Company's operating results.  The Company's international business and financial
performance  may  be  affected  by  fluctuations  in exchange rates and by trade
regulations.

RELIANCE  ON  THIRD  PARTY LICENSORS.  Maple V, a software product licensed as a
part  of  Mathcad,  contains certain copyrighted texts licensed from third party
publishers incorporated in the Company's Electronic Books, and the S programming
language,  the  language  on  which all of the StatSci's products are based, are
currently  licensed  from  a single source or limited source suppliers.  If such
licenses  are  discontinued,  there can be no assurance that the Company will be
able  to  independently develop substitutes or to obtain alternative sources or,
if  able  to be developed or obtained as needed in the future, that such efforts
would  not result in delays or reductions in product shipments or cost increases
that could have a material adverse effect on the Company's consolidated business
operations.

RAPID  TECHNOLOGICAL  CHANGE;  COMPETITION.  The  technical calculation software
market is subject to rapid and substantial technological change, similar to that
affecting  the  software industry generally.  The Company, to remain successful,
must  be  responsive  to  new  developments  in  hardware  and  chip technology,
operating  systems,  programming  technology, Internet technology and multimedia
capabilities.  In  addition,  the  Company  competes  against  numerous  other
companies,  some  of  which  have  significant  name  recognition,  as  well  as
substantially  greater  capital  resources,  marketing  experience, research and
development  staffs  and  production facilities than the Company.  The Company's
financial  results  may be negatively impacted by the failure of new or existing
products  to  be  favorably  received  by  retailers and consumers due to price,
availability,  features, other product choices or the necessity of promotions to
increase  sales  of  the  Company's  products.

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

<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

                              CAUTIONARY STATEMENTS


UNCERTAINTIES  REGARDING  PROTECTION  OF  PROPRIETARY  TECHNOLOGY; UNCERTAINTIES
REGARDING  PATENTS.  The  Company  believes  that  while  the  mathematical
calculations  performed by the Company's software are not proprietary, the speed
and  quality  of  displaying  the  computation and the ease of use are unique to
MathSoft's products.  The Company's success will depend, in part, on its ability
to  protect  the  proprietary  aspects  of  its  products.  The Company seeks to
protect  these  proprietary  aspects  of  its  products  principally  through  a
combination  of  contract  provisions and copyright, patent, trademark and trade
secret  laws.  There  can be no assurance that the steps taken by the Company to
protect  its  proprietary rights will be adequate to prevent misappropriation of
its  technology.  Although the Company believes that its products and technology
do not infringe any existing proprietary rights of others, the use of patents to
protect  software  has  increased  and there may be pending or issued patents of
which the Company is not aware that the Company may need to license or challenge
at  significant  expense.  There can be no assurance that any such license would
be  available  on acceptable terms, if at all, or that the Company would prevail
in  any  such  challenge.

RELIANCE  ON  ATTRACTING  AND  RETAINING KEY EMPLOYEES.  The Company's continued
success  will  depend  in large part on its ability to attract and retain highly
qualified  technical,  managerial,  sales  and  marketing  and  other personnel.
Competition  for  such  personnel  is  intense.  The Company has non-competition
agreements  with  its  key  management  and technical personnel. There can be no
assurance  that  the  Company will be able to continue to attract or retain such
personnel.





<PAGE>
                         MATHSOFT, INC.  AND SUBSIDIARIES

                           PART II - OTHER INFORMATION


ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

     (a)  Exhibits:

27.1  Financial  Data  Schedule.

     (b)  Reports  on  Form  8-K:

The  Company filed a Current Report on Form 8-K dated January 11, 1999 reporting
results  for  the  three-months  ended  December  31,  1998.

The  Company  filed  a Current Report on Form 8-K dated April 20, 1999 reporting
fiscal  first  quarter  results.





<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

                                    SIGNATURES


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


<TABLE>
<CAPTION>

<S>                                                   <C>
  MATHSOFT, INC.



Dated:  May 7, 1999. . . . . . . . . . . . . . . . .  By  /s/ Charles J. Digate
                                                      -------------------------
  Charles J. Digate
  Chairman, President and Chief Executive Officer
  (Principal Executive Officer)




Dated:  May 7, 1999. . . . . . . . . . . . . . . . .  By  /s/ Robert P. Orlando
                                                      -------------------------
  Robert P. Orlando
  Senior Vice President Finance and Administration,
  Chief Financial Officer, Treasurer, and Clerk
  (Principal Financial and Accounting Officer)
</TABLE>







                        MATHSOFT, INC.  AND SUBSIDIARIES

                                  EXHIBIT INDEX


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

27.1     Financial  Data  Schedule.