SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q

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

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2003

                                       OR

[ ]             TRANSITION 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
                                  _____________

                             INSIGHTFUL CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                 DELAWARE                          04-2842217
      (STATE OR OTHER JURISDICTION OF           (I.R.S. EMPLOYER
      INCORPORATION OR ORGANIZATION)           IDENTIFICATION NO.)

  1700 WESTLAKE AVENUE NORTH, SUITE 500, SEATTLE, WASHINGTON      98109-3044
       (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                   (ZIP CODE)

                                 (206) 283-8802
               REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE
                                  _____________

          SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                          COMMON STOCK, $0.01 PAR VALUE
                                (TITLE OF CLASS)
                                  _____________

     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  [X]  No  [ ]

     Indicate  by  check  mark  whether  registrant  is an accelerated filer (as
defined  in  Rule  12b-2  of  the  Exchange  Act).     Yes  [ ]       No  [X]

The  number  of  shares  outstanding of the Registrant's Common Stock, $0.01 par
value,  was  11,434,519  as  of  August  4,  2003.

================================================================================
<PAGE>

                                TABLE OF CONTENTS

                                           PAGE

PART  I.  FINANCIAL  INFORMATION

  ITEM 1. Consolidated  Financial  Statements  (Unaudited)

            Consolidated  Balance  Sheets as of June 30, 2003 and
              December 31, 2002. . . . . . . . . . . . . . . . . . . . . . .   2

            Consolidated  Statements  of Operations for the three months
              ended June 30, 2003 and 2002 . . . . . . . . . . . . . . . . .   3

            Consolidated  Statements  of Cash Flows for the three months
              ended June 30, 2003 and 2002 . . . . . . . . . . . . . . . . .   4

            Notes to 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. . . . . . . . . . . . . . . . . . . . . .  23

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. . . . . . . . . . . . . . . . . . 25

SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

CERTIFICATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

     Trademarks

Insightful, the Insightful logo, "intelligence from data" and 'human-like
intelligence" are trademarks of Insightful Corporation. S-PLUS, S-PLUS Analytic
Server, StatServer and InFact are registered trademarks of Insightful
Corporation. All other brand names, trademarks or service marks referred to in
the report are the property of their owners.


                                        i
<PAGE>
PART  I.     FINANCIAL  INFORMATION

ITEM  1.     CONSOLIDATED  FINANCIAL  STATEMENTS

<TABLE>
<CAPTION>

                                 INSIGHTFUL CORPORATION AND SUBSIDIARIES

                                       CONSOLIDATED BALANCE SHEETS
                                    (IN THOUSANDS, EXCEPT SHARE DATA)
                                               (UNAUDITED)


                                                                                JUNE 30,    DECEMBER 31,
                                                                                  2003          2002
                                                                               ----------  --------------
                                           ASSETS
<S>                                                                            <C>         <C>
Current Assets:
    Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . .  $   6,132   $       6,819
    Accounts receivable, net. . . . . . . . . . . . . . . . . . . . . . . . .      2,096           2,346
    Other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . .      1,011             955
    Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        154             102
    Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . .        651             204
                                                                               ----------  --------------

        Total current assets. . . . . . . . . . . . . . . . . . . . . . . . .     10,044          10,426

Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . .      1,548           2,055
Goodwill. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      1,230           1,230
Other intangibles, net. . . . . . . . . . . . . . . . . . . . . . . . . . . .        205             276
Other assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         49              49
                                                                               ----------  --------------
                                                                               $  13,076   $      14,036
                                                                               ==========  ==============

                             LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
    Current portion of long-term debt . . . . . . . . . . . . . . . . . . . .  $     129   $         129
    Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . .      1,009           1,030
    Accrued expenses and other current liabilities. . . . . . . . . . . . . .      2,273           2,371
    Deferred revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . .      4,790           4,780
                                                                               ----------  --------------

        Total current liabilities . . . . . . . . . . . . . . . . . . . . . .      8,201           8,310

Long-term debt, less current portion. . . . . . . . . . . . . . . . . . . . .        225             289

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-11,434,519 and 11,518,277, shares at June 30, 2003
    and December 31, 2002, respectively . . . . . . . . . . . . . . . . . . .        114             115
  Additional paid-in capital. . . . . . . . . . . . . . . . . . . . . . . . .     34,083          34,316
  Deferred stock-based compensation . . . . . . . . . . . . . . . . . . . . .        (19)           (162)
  Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . .    (29,672)        (28,881)
  Cumulative translation adjustment . . . . . . . . . . . . . . . . . . . . .        144              49
                                                                               ----------  --------------

        Total stockholders' equity. . . . . . . . . . . . . . . . . . . . . .      4,650           5,437
                                                                               ----------  --------------

                                                                               $  13,076   $      14,036
                                                                               ==========  ==============
</TABLE>

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


                                        2
<PAGE>
<TABLE>
<CAPTION>
                                            INSIGHTFUL CORPORATION AND SUBSIDIARIES

                                             CONSOLIDATED STATEMENTS OF OPERATIONS
                                             (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                                          (UNAUDITED)


                                                                THREE MONTHS ENDED JUNE 30,       SIX MONTHS ENDED JUNE 30,
                                                            ---------------------------------  -------------------------------
                                                                  2003             2002             2003             2002
                                                            ----------------  ---------------  ---------------  --------------
<S>                                                         <C>               <C>              <C>              <C>
Revenues:
  Software licenses. . . . . . . . . . . . . . . . . . . .  $         1,892   $        1,237   $        3,682   $       2,796
  Software maintenance . . . . . . . . . . . . . . . . . .            1,720            1,490            3,383           2,817
  Professional services and other. . . . . . . . . . . . .              702            1,156            1,545           2,661
                                                            ----------------  ---------------  ---------------  --------------

    Total revenues . . . . . . . . . . . . . . . . . . . .            4,314            3,883            8,610           8,274
                                                            ----------------  ---------------  ---------------  --------------
Cost of Revenues:
Software related . . . . . . . . . . . . . . . . . . . . .              518              313            1,033             656
Professional services and other. . . . . . . . . . . . . .              754            1,154            1,464           2,319
                                                            ----------------  ---------------  ---------------  --------------

    Total cost of revenues . . . . . . . . . . . . . . . .            1,272            1,467            2,497           2,975
                                                            ----------------  ---------------  ---------------  --------------

    Gross profit . . . . . . . . . . . . . . . . . . . . .            3,042            2,416            6,113           5,299
                                                            ----------------  ---------------  ---------------  --------------
Operating Expenses:
Sales and marketing. . . . . . . . . . . . . . . . . . . .            1,810            1,714            3,608           3,456
Research and development . . . . . . . . . . . . . . . . .            1,767            2,203            3,457           4,230
Less-Funded research . . . . . . . . . . . . . . . . . . .           (1,112)          (1,253)          (2,085)         (2,508)
                                                            ----------------  ---------------  ---------------  --------------
    Research and development, net. . . . . . . . . . . . .              655              950            1,372           1,722
General and administrative . . . . . . . . . . . . . . . .              803              729            1,593           1,309
Amortization of other intangibles. . . . . . . . . . . . .               64               50              123              95


    Total operating expenses . . . . . . . . . . . . . . .            3,332            3,443            6,696           6,582
                                                            ----------------  ---------------  ---------------  --------------

    Loss from operations . . . . . . . . . . . . . . . . .             (290)          (1,027)            (583)         (1,283)
Interest and other income. . . . . . . . . . . . . . . . .               15               29               31              84
Interest expense . . . . . . . . . . . . . . . . . . . . .               (5)              (3)             (11)             (6)
                                                            ----------------  ---------------  ---------------  --------------

  Loss before income taxes . . . . . . . . . . . . . . . .             (280)          (1,001)            (563)         (1,205)
Income tax expense . . . . . . . . . . . . . . . . . . . .               20               19               92              30
                                                            ----------------  ---------------  ---------------  --------------

  Loss from continuing operations. . . . . . . . . . . . .             (300)          (1,020)            (655)         (1,235)
Discontinued operations:
  Gain (loss) from discontinued operations,  . . . . . . .             (137)             327             (137)            327


    Net Loss . . . . . . . . . . . . . . . . . . . . . . .  $          (437)  $         (693)  $         (792)  $        (908)
                                                            ================  ===============  ===============  ==============

Basic and diluted net loss per share-continuing operations  $         (0.03)  $        (0.09)  $        (0.06)  $       (0.11)
                                                            ================  ===============  ===============  ==============

Basic and diluted income (loss) per share-discontinued
  operations . . . . . . . . . . . . . . . . . . . . . . .  $         (0.01)  $         0.03   $        (0.01)  $        0.03
                                                            ================  ===============  ===============  ==============

Basic and diluted  net loss per share. . . . . . . . . . .  $         (0.04)  $        (0.06)  $        (0.07)  $       (0.08)
                                                            ================  ===============  ===============  ==============


Weighted average number of common shares outstanding . . .           11,404           11,274           11,392          11,231
                                                            ================  ===============  ===============  ==============
</TABLE>


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


                                        3
<PAGE>
<TABLE>
<CAPTION>
                                INSIGHTFUL CORPORATION AND SUBSIDIARIES

                                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                                             (IN THOUSANDS)
                                              (UNAUDITED)


                                                                           SIX MONTHS ENDED JUNE 30,
                                                                        -------------------------------
                                                                             2003            2002
                                                                        --------------  ---------------
<S>                                                                     <C>             <C>
Operating activities:
Net Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $        (792)  $         (908)
  Less-Income (loss) from discontinued operations. . . . . . . . . . .           (137)             327
                                                                        --------------  ---------------
        Loss from continuing operations. . . . . . . . . . . . . . . .           (655)          (1,235)
  Adjustments to reconcile net loss from continuing
    operations to net cash provided by (used in) operating activities:
    Depreciation and amortization. . . . . . . . . . . . . . . . . . .            699              593
    Amortization (reversal) of stock-based compensations . . . . . . .           (124)              89
    Currency translation adjustment. . . . . . . . . . . . . . . . . .             95              (20)
    Changes in current assets and liabilities:
      Accounts and other receivables . . . . . . . . . . . . . . . . .            193              284
      Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . .            (52)             (80)
      Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . .           (447)            (283)
      Accounts payable . . . . . . . . . . . . . . . . . . . . . . . .            (21)            (439)
      Accrued expenses and other current liabilities . . . . . . . . .            (97)            (377)
      Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . .             10              789
                                                                        --------------  ---------------
        Net cash used in continuing operating activities . . . . . . .           (399)            (679)
                                                                        --------------  ---------------
Investing activities:
  Purchases of property and equipment. . . . . . . . . . . . . . . . .            (57)            (524)
  Decrease (increase) in other assets. . . . . . . . . . . . . . . . .              -               39
  Capitalized patent costs . . . . . . . . . . . . . . . . . . . . . .            (51)             (21)
  Net cash used in acquisitions. . . . . . . . . . . . . . . . . . . .              -             (176)
                                                                        --------------  ---------------
        Net cash used in investing activities. . . . . . . . . . . . .           (108)            (682)
                                                                        --------------  ---------------
Financing activities:
  Payments on long-term debt . . . . . . . . . . . . . . . . . . . . .            (64)             (38)
  Cash received on subscription receivable from director . . . . . . .              -              381
  Proceeds from long-term debt . . . . . . . . . . . . . . . . . . . .              -              450
  Proceeds from exercise of stock options, and employee stock
   purchase plan . . . . . . . . . . . . . . . . . . . . . . . . . . .             21              411
                                                                        --------------  ---------------
        Net cash (used in) provided by financing activities. . . . . .            (43)           1,204
                                                                        --------------  ---------------
Net cash used in continuing operations . . . . . . . . . . . . . . . .           (550)            (157)
                                                                        --------------  ---------------
Net cash used in discontinued operations . . . . . . . . . . . . . . .           (137)             (94)
                                                                        --------------  ---------------
Net decrease in cash and cash equivalents. . . . . . . . . . . . . . .           (687)            (251)
                                                                        --------------  ---------------
Cash and cash equivalents, beginning of period . . . . . . . . . . . .          6,819            6,278
                                                                        --------------  ---------------
Cash and cash equivalents, end of period . . . . . . . . . . . . . . .  $       6,132   $        6,027
                                                                        ==============  ===============
Supplemental disclosure of cash flow information:
  Cash paid for:
    Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $          11   $            6
                                                                        ==============  ===============
    Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . .  $          92   $           30
                                                                        ==============  ===============

    Adjustment to deferred stock-based compensation for options
    cancelled upon employee termination. . . . . . . . . . . . . . . .                  $         (139)
                                                                                        ===============
</TABLE>


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


                                        4
<PAGE>
                    INSIGHTFUL CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
                                 JUNE 30, 2003


(1)  DESCRIPTION OF BUSINESS

a)   CONTINUING OPERATIONS

     Insightful Corporation and subsidiaries provides enterprises with scalable
data analysis solutions designed to drive better decisions faster by revealing
patterns, trends and relationships. The company is a leading supplier of
software and services for statistical data mining, business analytics, knowledge
management, and information retrieval enabling clients to gain intelligence from
numerical data and text.

     Insightful's products include InFact(R), Insightful Miner, S-PLUS(R),
StatServer(R), and S-PLUS Analytic Server(R). 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 fifteen years to
companies in financial services, pharmaceuticals, biotechnology,
telecommunications and manufacturing, as well as government and research
institutions.

     Headquartered in Seattle, Washington we have 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)  DISCONTINUED OPERATIONS

     On January 23, 2001, Insightful sold the operations of its Engineering and
Education Products Division (EEPD). The assets of EEPD were sold to a third
party for cash proceeds of $7,000,000. The sale of EEPD resulted in a gain of
$3,492,663 for the six months ended June 30, 2001, after taking into account net
assets transferred and certain liabilities arising from the transaction
including severance and transaction costs. The liabilities included accruals
related to a contingency resulting from the disposition. As of June 30, 2002,
the contingency was resolved and the accrued liabilities related to this
contingency were removed from the balance sheet and are reflected in the
statement of operations as a gain on disposal of discontinued operations. During
the quarter ended June 30, 2003, the Company analyzed it's other accrued
expenses for EEPD and determined that an additional expense of $137,000 was
required due to third party contractual commitments, primarily for the years
1999 and 2000.


(2)  SIGNIFICANT ACCOUNTING POLICIES

(a)  UNAUDITED INTERIM FINANCIAL INFORMATION

     The accompanying unaudited condensed consolidated financial statements have
been prepared by Insightful Corporation (or the "Company") 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, 2002 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, 2002 included in the Company'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 and six
month periods ended June 30, 2003 are not necessarily indicative of the results
to be expected for the entire fiscal year or future years.

(b)  PRINCIPLES OF CONSOLIDATION

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


                                        5
<PAGE>
(c)  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, Software Revenue
Recognition, with Respect to Certain Transactions and related interpretations
including Technical Practice Aids. License revenue consists principally of
revenue earned under perpetual software license agreements and is generally
recognized upon shipment of the software, after execution of a non-cancellable
signed license agreement or receipt of a definitive purchase order (when
appropriate), if collection of the resulting receivable is probable, the fee is
fixed or determinable, and vendor-specific objective evidence exists for all
undelivered elements. Revenues under such arrangements, which may 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
vendor-specific objective evidence ("VSOE") for professional services, training
and support services. In addition, we have established VSOE for maintenance
related to most of our products. 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. Revenue
from fixed-term licenses sold with maintenance is recognized on a straight-line
basis over the license term if all other aspects of SOP 97-2 are satisfied.
Standard terms for license agreements typically call for payment within 30 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.

     Maintenance revenue is recognized ratably over the term of the related
contracts generally for one year or less. We require our customers to purchase
initial one-year maintenance contracts on most of our products. Maintenance
fees, which include unspecified product upgrades on a when-and-if available
basis, are based on a percentage of the current list price of the licensed
software products as determined by the price the customer would pay for
maintenance renewal. Maintenance renewals are optional.

     Consulting revenues 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 recognized as services are performed.
Standard terms for renewal of customer support contracts, consulting services
and training call for payment within 30 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. If a software product is
sold with other elements, including maintenance, and 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. 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.

(d)  RECLASSIFICATION OF AMOUNTS

     Certain prior year amounts have been reclassified to conform to the current
year presentation. Specifically, amortization of deferred stock-based
compensation expense, which was disclosed as a separate line item in the second
quarter 2002 Form 10-Q, was reclassified to the appropriate functional expense
line items in the accompanying consolidated statements of operations.

(e)  GUARANTEES

     In November 2002, the FASB released FASB Interpretation No. 45 ("FIN 45"),
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others: an interpretation of FASB
Statements No.5, 57 and 107 and the rescission of FASB Interpretation No. 34".
FIN 45 establishes new disclosure and liability-recognition requirements for
direct and indirect debt guarantees with specified characteristics.  The initial
measurement and recognition requirements of FIN 45 are effective prospectively
for guarantees issued or modified after December 31, 2002.  However, the
disclosure requirements are effective for interim and annual financial statement
periods ending after December 15, 2002.  Our license agreements generally do not
include indemnification for infringements of third party intellectual property
rights but do include certain warranties.  We do not have any other guarantees.
The adoption of FIN 45 did not have a material impact on our financial position
or results of operations.  No amounts are accrued for warranties because the
amounts are immaterial.

(3)  GOODWILL AND OTHER INTANGIBLES

     Goodwill is not amortized to earnings but is reviewed for impairment on an
annual basis or on an interim basis if circumstances change or if events occur
that reduce the fair value of a reporting unit below its carrying value.
Insightful determines fair value using the market value method or the present
value method of measurement of future cash flows. In assessing the
recoverability of goodwill and other intangible assets, Insightful must make
assumptions regarding estimated future cash flows and other factors to determine
the fair value of the respective assets. Insightful's future cash flows are


                                        6
<PAGE>
based on current volume and pricing levels with anticipated rates of growth and
change. If our estimated future cash flow or their related assumptions were to
change, the company would be required to record impairment charges for these
assets for which the carrying value is not supported by the future cash flows.
Separable intangible assets that do not have indefinite lives will continue to
be amortized over their useful lives.

     We will continue to evaluate goodwill and other intangibles for impairment
and, should an impairment be indicated, the corresponding charge will be taken
in that period.

(4)  FINANCING ARRANGEMENTS

     In March 2003, Insightful renewed a $3.5 million working capital revolving
line of credit and security agreement with Silicon Valley Bank (SVB) that is
secured by Insightful's accounts receivable. This facility allows Insightful to
borrow up to the lesser of (a) 75% of its eligible accounts receivable (advances
against US Government accounts will be permitted up to 20% of the amount
outstanding under the line of credit) or (b) $3.5 million and bears interest at
the prime rate, which was 4.25 as of June 30, 2003, plus 1%. At June 30, 2003,
no amounts had been borrowed and $739,000 was available for future borrowings
under the line of credit facility.


     In March 2003, Insightful also renewed an equipment term loan and security
agreement with SVB, which provides an additional $750,000 to finance the
purchase of equipment and fixtures. This facility allows Insightful to take
advances on the cost of eligible equipment less than 90 days old and is secured
by the underlying equipment. The advances may be made in two tranches of
$375,000 each, which expire September 27, 2003 and March 27, 2004, respectively,
and bear interest at the prime rate, which was 4.25% as of June 30, 2003, plus
1%. Interest only is due until the expiration of each tranche period, at which
point monthly payments of principal and interest begin. Advances are repaid over
a 42-month period and a 36-month period, for the first and second tranche,
respectively. In 2002, borrowings under this equipment term loan totaled
$450,000 and the outstanding balance at June 30, 2003 was $354,000. At June 30,
2003 $750,000 was available under this facility for future equipment borrowings.


     These credit facilities contain covenants that restrict the amount of net
loss we can incur in any quarter. The Company was in compliance with these
covenants as of June 30, 2003. These credit facilities may be utilized to
finance future capital investments, including technology necessary to support
our new product lines and expand Insightful's liquid resources and ability to
maintain an adequate balance of cash-on-hand.

     The following are repayments associated with our equipment term loan:

<TABLE>
<CAPTION>
                                 SIX MONTHS ENDING
                                    DECEMBER 31,             YEAR ENDING DECEMBER 31,
                                 ------------------  -----------------------------------
                                        2003           2004      2005     2006     2007   THEREAFTER    TOTAL
                                 ------------------  --------  --------  -------  ------  ----------  --------
<S>                              <C>                 <C>       <C>       <C>      <C>     <C>         <C>
Equipment term loan . . . . . .  $           65,000  $129,000  $129,000  $31,000       -           -  $354,000
</TABLE>


(5)  NET LOSS PER SHARE

     Basic net loss per share is calculated using the weighted-average number of
shares of common stock outstanding. Stock issued subject to restrictions are
excluded from the calculation. Diluted net 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.

(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 translation adjustments. Total
comprehensive loss is as follows:

<TABLE>
<CAPTION>
                                               THREE MONTHS ENDED JUNE 30,      SIX MONTHS ENDED JUNE 30,
                                             ------------------------------  ------------------------------
                                                 2003            2002             2003            2002
                                             -------------  ---------------  --------------  --------------
<S>                                          <C>            <C>              <C>             <C>
Net loss . . . . . . . . . . . . . . . . .   $     437,000  $       693,000  $      792,000  $     908,000
Change in cumulative translation adjustment         62,000           36,000          95,000        (20,000)
                                             -------------  ---------------  --------------  --------------

Comprehensive loss . . . . . . . . . . . .   $     375,000  $       657,000  $      697,000  $     928,000
                                             =============  ===============  ==============  ==============
</TABLE>


                                        7
<PAGE>
(7)  SEGMENT REPORTING

     SFAS 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. Insightful currently operates in a single business segment related to
statistical analysis, data mining and knowledge access software and services. No
additional disclosure is required.

(8)  STOCK-BASED COMPENSATION

     A reconciliation of net 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:

<TABLE>
<CAPTION>
                                                       THREE MONTHS ENDED JUNE 30,       SIX MONTHS ENDED JUNE 30,
                                                   ---------------------------------  -------------------------------
                                                         2003             2002             2003             2002
                                                   ----------------  ---------------  ---------------  --------------
<S>                                                <C>               <C>              <C>              <C>
Net loss . . . . . . . . . . . . . . . . . . . .  $       (437,000)  $     (693,000)  $     (792,000   $    (908,000)
Add: Stock-based compensation as reported. . . .             7,000           44,000         (124,000)         89,000)
Deduct: Stock-based compensation determined
under FAS 123. . . . . . . . . . . . . . . . . .          (242,000)        (311,000)        (595,000)       (848,000
                                                   ----------------  ---------------  ---------------  --------------
Pro forma net loss . . . . . . . . . . . . . . .   $      (672,000)  $     (960,000)  $   (1,511,000)  $  (1,667,000)
                                                   ================  ===============  ===============  ==============
Basic and diluted net loss per share as reported   $         (0.04)  $        (0.06)           (0.07)          (0.08)
Pro forma basic and diluted net loss per share .   $         (0.06)  $        (0.09)           (0.13)          (0.15)
</TABLE>


In the first quarter of 2003, $139,000 in deferred stock compensation expense
previously recognized was reversed as a result of the return of restricted
shares issued in the acquisition of Predict AG.


(9)  COMMITMENTS AND CONTINGENCIES

     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.  The Company denies Mr. Alaiyan's claim and
will vigorously defend the lawsuit.  An evaluation of the likelihood of an
adverse outcome cannot be expressed with sufficient certainty at this time. An
unfavorable outcome could have a material effect on our operating position,
results of operations, and cash flows.


(10) SUBSEQUENT EVENT

     During the second quarter of 2003 and the first few days of Q3, in a move
designed to enable it to achieve profitability, the Company reduced its
headcount by 18%, or 23 employees. In addition, as part of this restructuring,
the Company combined its German operations with its Swiss subsidiary
headquartered in Basel, Switzerland. Over 40% of this reduction was in Europe
and included employees from all functional areas of the Company. The Company is
currently evaluating the goodwill acquired in the acquisition of its German
business for impairment and may incur an impairment charge of up to $125,000 in
the third quarter. The restructuring charges, which will be recorded in the
third quarter of 2003, will total approximately $400,000, consisting primarily
of employee severance and termination payments and lease termination costs. All
termination benefits will be paid by August 31, 2003.


                                        8
<PAGE>
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.
You should, however, review the factors and risks we describe in the reports we
file from time to time with the Securities and Exchange Commission, or SEC.

DESCRIPTION OF THE COMPANY

     We provide enterprises with scalable data analysis solutions designed to
drive better decisions faster by revealing patterns, trends and relationships.
We are a leading supplier of software and services for statistical analysis,
data mining and knowledge access enabling clients to gain intelligence from
numerical data and text.

     Our products include InFact(R), Insightful Miner, S-PLUS(R), StatServer(R),
and S-PLUS Analytic Server(R).   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 fifteen years to
companies in financial services, pharmaceuticals, biotechnology,
telecommunications and manufacturing as well as government and research
institutions.

     Headquartered in Seattle, Washington, we 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.

HISTORY OF OPERATIONS

     As of December 31, 1999 we operated three divisions consisting of our Data
Analysis Products Division (DAPD), Engineering and Education Products Division
(EEPD), and FreeScholarships.com (FSC). In September 2000, we discontinued
operations of our Internet business, FSC. We sold the operations of our
technical calculation software business, EEPD, to a third party on January 23,
2001. Following the closing of FSC and the sale of EEPD, we relocated our
headquarters from Boston, Massachusetts, to Seattle, Washington, where DAPD was
located.

     In June 2001, our stockholders voted to change our company name from
MathSoft, Inc. to Insightful Corporation and to change the jurisdiction of
incorporation from Massachusetts to Delaware.


                                        9
<PAGE>
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

     Revenue recognition rules for software companies are complex and subject to
constant refinement. We follow specific and detailed guidelines in measuring
revenue; however, certain judgments affect the application of our revenue
policy. Revenue results are difficult to predict, and any shortfall in revenue
or delay in recognizing revenue could cause our operating results to vary
significantly from quarter to quarter and could result in future operating
losses.

     We record revenue in accordance with Statement of Position, or SOP, No.
97-2, Software Revenue Recognition, as amended by SOP 98-9, Software Revenue
Recognition, with Respect to Certain Transactions, and related interpretations
including Technical Practice Aids. License revenue consists principally of
revenue earned under perpetual software license agreements and is generally
recognized upon shipment of the software if collection of the resulting
receivable is probable, the fee is fixed or determinable, undelivered elements
are not deemed essential, and vendor-specific objective evidence exists for all
undelivered elements. Revenues under such arrangements, which may include
several different software products and services sold together, are allocated
based on the residual method in accordance with SOP 98-9. Under the residual
method, the fair value of the undelivered elements is deferred and subsequently
recognized when earned. We have established vendor-specific objective evidence
for professional services, training and maintenance and support services.
Vendor-specific objective evidence 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. In the event that
vendor-specific objective evidence may not be established for maintenance, and
maintenance is the only remaining element of an arrangement, then all revenue
associated with the arrangement is recognized ratably starting the month after
installation or acceptance, whichever occurs later, to the end of the
maintenance period. Revenue from fixed-term licenses sold with maintenance is
recognized on a straight-line basis over the license term if all other aspects
of SOP 97-2 are satisfied. Standard terms for license agreements call for
payment within 30 days. Probability of collection is based upon the assessment
of the customer's financial condition through the review of their current
financial statements or credit reports. For existing customers, prior payment
history is also used to evaluate probability of collection. We provide for
estimated returns at the time of sale.

     We offer maintenance contracts, training and consulting services on certain
of our products. Maintenance revenue is recognized ratably over the term of the
related contracts generally for one year or less. Consulting revenues are
primarily related to implementation services performed on a time-and-materials
basis under separate service arrangements. Revenues from consulting and training
services are recognized as services are performed. Standard terms for renewal of
customer support contracts, consulting services and training call for payment
within 30 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 are 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 balance sheets.


                                       10
<PAGE>
Sales Returns

     We provide an estimated returns and allowances 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

     We are required to estimate the collectibility of our trade receivables. 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.

     Impairment of Goodwill

     We periodically 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.

     Goodwill represents the excess of the purchase price over the fair value of
net tangible assets acquired. Goodwill is reviewed for impairment on an annual
basis or on an interim basis if circumstances change or if events occur that
reduce the fair value of a reporting unit below its carrying value. Impairment
losses will be charged to earnings in the period in which they are identified.
Separable intangible assets that do not have indefinite lives will continue to
be amortized over their useful lives. We will continue to evaluate goodwill for
impairment and, should an impairment be indicated, the corresponding charge will
be taken in that period.

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 AND SIX MONTHS ENDED JUNE 30, 2003 AND 2002

REVENUES

     Total revenues, which consist of software licenses, maintenance and service
revenue, were $4,314,000 for the three months ended June 30, 2003 and $3,883,000
for the three months ended June 30, 2002, representing an increase of $431,000
or 11%. Total revenues were $8,610,000 for the six months ended June 30, 2003
and $8,274,000 for the six months ended June 30, 2002, representing an increase
of $336,000 or 4%.

     Software license revenues, consisting of software licenses and
subscriptions, accounted for 44% of total revenues for the three months ended
June 30, 2003 and 32% of total revenues for the three months ended June 30,
2002. Software license revenues increased 53% from $1,237,000 for the three
months ended June 30, 2002 to $1,892,000 for the three months ended June 30,
2003. Software license revenues increased 32% from $2,796,000 for the six months
ended June 30, 2002 to $3,682,000 for the six months ended June 30, 2003. These
increases are primarily due to an increase in the number of larger size license
transactions, growth in our customer base and to revenues from our InFact
product where we first recognized revenue in the fourth quarter of 2002.

     Software maintenance revenues accounted for 40% of total revenues for the
three months ended June 30, 2003 and 38% for the three months ended June 30,
2002. Software maintenance revenue increased 15% from $1,490,000 for the three
months ended June 30, 2002 to $1,720,000 for the three months ended June 30,
2003. Software maintenance revenues increased 20% from $ 2,817,000 for the six
months ended June 30, 2002 to $3,383,000 for the six months ended June 30, 2003.
These increases are primarily due to increased amortization of first year
maintenance revenue corresponding with increased software license sales.

     Professional services revenues generated from consulting and training
activities accounted for 16% of total revenues for the three months ended June
30, 2003 and 30% of total revenues for the three months ended June 30, 2002.
Professional services revenues decreased 39% from $1,156,000 for the three
months ended June 30, 2002 to $702,000 for the three months ended June 30, 2003.
Professional services revenue decreased 42% from $2,661,000 for the six months
ended June 30, 2002 to $1,545,000 for the six months ended June 30, 2003.  These


                                       11
<PAGE>
decreases are primarily due to delayed starts for professional service
engagements at several North American customers resulting in professional
service costs exceeding service revenues for the three months ended June 30,
2003. We expect professional services revenues to fluctuate based on sales of
our products, as well as demand associated with implementation of future product
sales, upgrades, enhancements of our products and training services.

     Revenues from international operations remained unchanged from $1,281,000
for the three months ended June 30, 2002 and $1,284,000 for the three months
ended June 30, 2003.  Revenues from international operations decreased 8% from
$2,658,000 for the six months ended June 30, 2002 to $2,433,000 for the six
months ended June 30, 2003.  This decrease resulted primarily from reduced
professional services revenues from our Swiss operations.

COST OF REVENUES

     Total cost of revenues decreased 13% from $1,467,000 for the three months
ended June 30, 2002 to $1,272,000 for the three months ended June 30, 2003.
Total cost of revenues decreased 16% from $2,975,000 for the six months ended
June 30, 2002 to $2,497,000 for the six months ended June 30, 2003. The decrease
in total cost of revenues for these periods resulted primarily from a decrease
in professional service costs offset somewhat by increases in the cost of
software-related revenue.

     The cost of software-related revenue, which consists of royalties for
third-party software, product media, product duplication, manuals and
maintenance costs, increased as a percentage of total software-related revenue
from 11% for the three months ended June 30, 2002 to 14% for the three months
ended June 30, 2003.  Software-related costs increased as a percentage of
software-related revenue from 12% for the six months ended June 30, 2002 to 15%
for the six months ended June 30, 2003. These increases were primarily the
result of an increase in revenues from products on which the Company is
obligated to pay royalties. We are a worldwide licensee of the "S" programming
language from Lucent Technologies Inc. Under the license, we have the right to
use, sublicense and support the "S" programming language in exchange for
royalties, which are included in the cost of software licenses. We expect that
the cost of software licenses will continue to fluctuate in relation to changes
in the overall demand for our license products.

     The cost of professional services consist primarily of salaries and other
operating costs of employees who provide consulting services and product
training. The cost of professional services decreased 35% from $1,154,000 for
the three months ended June 30, 2002 to $754,000 for the three months ended June
30, 2003.  Similarly, the cost of professional services decreased 37% for the
six months ended June 30, 2003 compared to the comparable prior year period.
These decreases resulted primarily from reduction in professional services
headcount in response to a reduction in demand for these services.

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 increased 6%
from $1,714,000 for the three months ended June 30, 2002 to $1,810,000 for the
three months ended June 30, 2003.  Sales and marketing expenses increased 5%
from $3,456,000 for the six months ended June 30, 2002 to $3,608,000 for the six
months ended June 30, 2003. This increase primarily reflected increased
marketing expense to better support our sales activities worldwide. We expect
sales and marketing expenses to remain at or below current levels for the
remainder of 2003 as a result of the corporate restructuring undertaken in the
third quarter of 2003. As a result, we expect sales and marketing expenses to
decrease as a percentage of software revenues if demand for our products
improves.

     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 31% from $950,000 for the three months ended June
30, 2002 to $655,000 for the three months ended June 30, 2003, and decreased as
a percentage of total revenues from 24% to 15% over the same period.  Net
research and development expenses decreased 20% from $1,722,000 for the six
months ended June 30, 2002 to $1,372,000 for the six months ended June 30, 2003.
Gross research and development expenses decreased 20% from $2,203,000 for three
months ended June 30, 2002 to $1,767,000 for the three months ended June 30,
2003.  Gross research and development expenses decreased 18% from $4,230,000 for
the six months ended June 30, 2002 to $3,457,000 for the six months ended June
30, 2003. These decreases were primarily attributable to the workforce
reductions implemented in July 2002. Funded research, which consists primarily
of government grants for research projects, decreased 11% from $1,253,000 for
the three months ended June 30, 2002 to $1,112,000 for the three months ended
June 30, 2003.  Funded research decreased 17% from $2,508,000 for the six months
ended June 30, 2002 to $2,085,000 for the six months ended June 30, 2003. The
decrease in funded research is primarily due to a decrease in research activity.
We expect our gross research and development expenses and our funded research to
continue to fluctuate based on contract awards and any further cost reduction
measures.

     General and administrative expenses, which consist primarily of salaries
and related costs associated with finance, accounting, investor relations,
administration and facilities activities, increased 10% from $729,000 for the
three months ended June 30, 2002 to $803,000 for the three months ended June 30,


                                       12
<PAGE>
2003.  General and administrative expenses increased 22% from $1,309,000 for the
six months ended June 30, 2002 to $1,593,000 for the six months ended June 30,
2003.The increase is primarily due to increases in insurance, legal and audit
expenses as well as general and administrative expenses associated with the
increasing costs of being a public company. We expect future increases in
general and administrative expenses relating to continuing increases in
insurance, legal, compliance and audit expenses.

     Amortization of other intangibles increased 28% from $50,000 for the three
months ended June 30, 2002 to $64,000 for the three months ended June 30, 2003.
Amortization of other intangibles increased 29% from $95,000 for the six months
ended June 30, 2002 to $123,000 for the six months ended June 30, 2003.

     Insightful amortizes deferred stock-based compensation recorded in
connection with the issuance of restricted stock as part of the acquisition of
Predict AG in the third quarter of 2001. The value of the restricted shares is
being amortized over a three-year vesting period using a graded vesting
approach.

INTEREST AND OTHER INCOME

     Total interest and other income decreased 48% from $29,000 for the three
months ended June 30, 2002 to $15,000 for the three months ended June 30, 2003.
Total interest and other income decreased 63% from $84,000 for the six months
ended June 30, 2002 to $31,000 for the six months ended June 30, 2003.  The
decrease in interest and other income was primarily due to a decrease in the
prevailing interest rates.

INCOME TAX PROVISION

     The tax provision remained unchanged at approximately $20,000 for the three
months ended June 30, 2002 and the three months ended June 30, 2003.  The tax
provision increased from $30,000 for the six months ended June 30, 2002 to
$92,000 for the six months ended June 30, 2003. The increase in the tax
provision was primarily due to income tax obligations generated in the Company's
European operations.

LOSS FROM CONTINUING OPERATIONS

     The  loss  from continuing operations decreased 71% from $1,020,000 for the
three months ended June 30, 2002 to $300,000 for the three months ended June 30,
2003.  Loss from continuing operations decreased 47% from $1,235,000 for the six
months  ended  June 30, 2002 to $655,000 for the six months ended June 30, 2003.
The  decrease in the second quarter operating loss and the year-to-date net loss
from  continuing  operations primarily reflects higher revenues and gross profit
as  compared  to  the  prior  year  periods.

DISCONTINUED OPERATIONS

     On  January  23,  2001  we  sold  the  assets  of EEPD for cash proceeds of
$7,000,000.  As a result of this transaction, we recorded the operations of EEPD
as discontinued operations.  We recorded a net gain of $3,849,000 on the sale in
2001  after  taking  into account net assets transferred and certain liabilities
arising  from  the  transaction  including severance and transaction costs.  The
liabilities  arising  from  the  sale  included  accruals  related  to  certain
contingencies resulting from the disposition.  In 2002, these contingencies were
favorably  resolved  resulting  in  a net gain of $327,000 recorded as a gain on
disposal  of  discontinued  operations for the three and six month periods ended
June  30,  2002  and  June  30,  2003.

      During the three-month period ended June 30, 2003 we recorded a loss from
discontinued operations of $137,000 related to third party contractual
commitments of EEPD.  The amounts were not material to the periods in which they
applied, primarily 1999 and 2000.

LIQUIDITY AND CAPITAL RESOURCES

     Cash and cash equivalents decreased from $6.8 million at December 31, 2002
to $6.1 million at June 30, 2003. Operating activities resulted in net cash
outflows of $679,000 for the six months ended June 30, 2002 as compared to
$399,000 for the six months ended June 30, 2003. Operating cash outflows for
both periods were primarily the result of a net loss and a large increase in
prepaid expenses due to a royalty payment of $450,000 made annually.

     Investing activities resulted in cash outflows of $682,000 for the six
months ended June 30, 2002 and $108,000 for the six months ended June 30, 2003.
Investing cash outflows for both periods were primarily the result of purchases
of property and equipment.


                                       13
<PAGE>
     Financing activities resulted in cash inflows of $1,204,000 for the six
months ended June 30, 2002 and a cash outflow of $43,000 for the six months
ended June 30, 2003. The cash inflows for the six months ended June 30, 2002
resulted from payment received from a director on subscriptions receivable,
proceeds from stock option exercises and stock purchases under an employee stock
purchase plan, and proceeds from equipment financings. The cash outflows for the
six months ended June 30, 2003 resulted primarily from principal payments on
long-term debt.

     In March 2003, Insightful renewed a $3.5 million working capital revolving
line of credit and security agreement with Silicon Valley Bank (SVB) that is
secured by Insightful's accounts receivable. This facility allows us to borrow
up to the lesser of (a) 75% of its eligible accounts receivable (advances
against US Government accounts will be permitted up to 20% of the amount
outstanding under the line of credit) or (b) $3.5 million and bears interest at
the prime rate, which was 4.25% as of June 30, 2003, plus 1%. At June 30, 2003,
no amounts had been borrowed and $739,000 was available for future borrowings
under the line of credit facility.

     In March 2003, Insightful also renewed an equipment term loan and security
agreement with SVB, which provides an additional $750,000 to finance the
purchase of equipment and fixtures. This facility allows us to take advances on
the cost of eligible equipment less than 90 days old and is secured by the
underlying equipment. The advances may be made in two tranches of $375,000 each,
which expire September 27, 2003 and March 27, 2004, respectively, and bear
interest at the prime rate, which was 4.25% as of June 30, 2003, plus 1%.
Interest only is due until the expiration of each tranche period, at which point
monthly payments of principal and interest begin. Advances are repaid over a
42-month period and a 36-month period, for the first and second tranche,
respectively. In 2002, borrowings under this equipment term loan totaled
$450,000 and the outstanding balance at June 30, 2003 was $354,000. At June 30,
2003 $750,000 was available under this facility for future equipment borrowings.

     These credit facilities contain covenants that restrict the amount of net
loss we can incur in any quarter. We were in compliance with these covenants as
of June 30, 2003. These credit facilities may be utilized to finance future
capital investments, including technology necessary to support our new product
lines and expand Insightful's liquid resources and ability to maintain an
adequate balance of cash-on-hand.

     At June 30, 2003 our principal unused sources of liquidity consisted of
cash and cash equivalents of $6.1 million. Our liquidity needs are principally
for financing of accounts receivable, capital assets, strategic investments,
product development, and flexibility in a dynamic and competitive operating
environment.

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

<TABLE>
<CAPTION>
                                       SIX MONTHS ENDING
                                         DECEMBER 31,             YEAR ENDING DECEMBER 31,
                                      ------------------  ----------------------------------------
                                             2003            2004       2005      2006      2007    THEREAFTER     TOTAL
                                      ------------------  ----------  --------  --------  --------  -----------  ----------
<S>                                   <C>                 <C>         <C>       <C>       <C>       <C>          <C>
Commitments:
  Equipment financings. . . . . . .   $           65,000  $  129,000  $129,000  $ 31,000  $      -  $         -  $  354,000
  Operating leases. . . . . . . . .              599,000     954,000   169,000   132,000   104,000      100,000   2,058,000
                                      ------------------  ----------  --------  --------  --------  -----------  ----------
    Total commitments . . . . . . .   $          664,000  $1,083,000  $298,000  $163,000  $104,000  $   100,000  $2,412,000
                                      ==================  ==========  ========  ========  ========  ===========  ==========
</TABLE>


     As of June 30, 2003 we had net operating loss carryforwards of
approximately $22 million and research and development credit carryforwards of
approximately $3 million. The net operating loss and credit carryforwards will
expire at various dates 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.

     We believe that our existing cash and cash equivalents, investments 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


                                       14
<PAGE>
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. Today, organizations collect
far  more  data,  of  varied  forms, than they actually analyze and meaningfully
apply.  The  analysis  of  this data can lead to significant improvements in the
quality  and  efficacy of products built, marketed, and sold. Furthermore, there
are  large  amounts  of additional information that organizations may collect in
the  future  to  drive  higher  return  on investment. Overall, as recognized by
industry  analysts, this implies long-term potential for data analysis companies
such  as  Insightful.

     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. We also serve the academic community, though our objective
in  this  community  is not to drive short-term increased revenues but rather to
create  a foundation for future commercial sales. The present and future outlook
for  spending  on  software solutions in the industries we serve varies based on
macro-  and micro-economic factors. Competition for the reduced software budgets
which  organizations  have available within these industries has been fierce. In
addition, we are seeing more of our customers explore and adopt open-source data
analysis  technologies,  instead  of  purchasing commercial software products.

     To broaden the type of data analysis problems that our products can handle,
we  undertook  initiatives to expand our portfolio of products beyond statistics
to encompass data mining and knowledge access. As a result, in the first half of
2002, we augmented S-PLUS(R) with Insightful Miner and InFact(R), to address the
emerging need to analyze structured (numerical) and unstructured (linguistic and
textual)  data sets. Although we believe that sales for these products have been
encouraging,  these  solutions  have  not  yet  achieved  market  acceptance.

     We  expect  to continue to invest in both our existing and new products, as
well  as  our  sales  and  marketing efforts, but at slower pace than historical
levels.  Looking  forward, we expect that our professional services revenue will
remain  at  its  current  depressed  levels  until there is a sustained economic
recovery  for information technology spending. However, we anticipate growth for
our  software  license  and  maintenance  revenues,  which will be predominantly
driven  by increased resources and efficiency of our sales and marketing efforts
worldwide.


                                       15
<PAGE>
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. If our operating results for a
particular quarter or year fall below the expectations of securities analysts
and investors, it could result in a decrease in our stock price. 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 a 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;

     -    loss of third-party licenses;

     -    our inability to protect our intellectual property rights;

     -    the loss of any of our 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.


                                       16
<PAGE>
IF POTENTIAL CUSTOMERS DO NOT CONTINUE TO PURCHASE THE S-PLUS PRODUCT FAMILY,
OUR REVENUES AND OPERATING RESULTS WILL BE ADVERSELY IMPACTED.

     Since the divestiture of our Engineering and Educational Products Division
in January 2001we have relied on a one-product family, the S-PLUS line, for the
success of our business, and license revenues from the S-PLUS product and add-on
modules accounted for nearly all of our license revenues in 2002. 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 will and
operating results will be adversely affected.

IF WE ARE UNABLE TO PENETRATE NEW VERTICAL AND END-USER MARKETS WITH OUR CURRENT
AND FUTURE PRODUCTS, THE GROWTH OF OUR BUSINESS WILL BE LIMITED.

     We currently serve a relatively small number of customers in a narrow
market, and we believe that the statistics market we currently serve with the
S-PLUS product family will grow at a slower rate than it has in the past. In
order to grow our business at a satisfactory rate, we will need to expand into
new end-user markets and new 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 invest in the expansion of our statistics product
and service offerings beyond the sophisticated statistics user into the business
mainstream, in the expansion of our product and service offerings into new
vertical markets, and in the development 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, or
if we fail to maintain adequate revenues from our traditional business during
the transition to any of these initiatives, our business will not grow and could
fail.

IF WE ARE UNSUCCESSFUL IN THE MARKETING AND SELLING OF OUR NEWEST PRODUCTS,
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 run as expected, their market acceptance may be
delayed or limited, and our reputation may be damaged.  Moreover, InFact and
Insightful Miner have price points that are many times higher than our core
statistics products.  We cannot forecast our customers' ability to make such a
significant capital expenditure in this economic climate.  If InFact and
Insightful Miner 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 InFact and Insightful Miner, 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 DATA MINING AND
KNOWLEDGE ACCESS SOLUTIONS, AND OUR PRODUCTS MAY NOT ACHIEVE MARKET ACCEPTANCE.

     The markets for data mining and knowledge access solutions are still
emerging and continued growth in demand for and acceptance of these solutions
remains uncertain. Even if these markets grow, 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 market. This market is
highly competitive, fragmented and mature. We face competition in the statistics
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
S-PLUS. 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. 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


                                       17
<PAGE>
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 OLAP (On-Line Analytical Processing), business intelligence and
analytical application software, as well as from companies in other sectors.

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 an average of $4.7 million per year 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
foreign and domestic 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 direct sales personnel, including those whose experience
and qualifications differ from those of our current sales force. 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. We
have experienced and continue to experience difficulty in recruiting qualified
direct sales personnel and in establishing third-party relationships with VARs,
distributors, OEM partners and systems integrators and consultants. Our efforts
to restructure or expand our sales force may not prove successful and our
ability to retain top sales personnel may be affected, which could reduce our
sales or limit our sales growth. 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 management consulting firms, system integrators, VARs, distributors
and third-party technology vendors, that are important to worldwide sales and
marketing of our solutions. We expect an increasing percentage of our revenues
to be derived from sales that arise out of our relationships with these key
partners. 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 the past 12 months, 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.


                                       18
<PAGE>
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.

     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 have not materially affected our
operating results in the past. Our operating results could, however, 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, including Lucent Technologies, from whom we
license the S programming language that forms the core of our S-PLUS product.
Under the license, we have the worldwide, exclusive right, through February
2007, to use, sublicense and support the "S" language in exchange for royalties.
Any modifications, enhancements, adaptations or derivations of the language are
our property. After February 18, 2007, we, at our election, may extend this
license for five-year terms in perpetuity, provided that we continue to comply
with our obligations under the license. A sudden termination of this license
would significantly harm our operations because Lucent Technologies is the sole
licensor of the "S" programming language.

     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 PAST OR FUTURE ACQUISITIONS MAY BE DIFFICULT AND DISRUPTIVE.

     In the past two years we have completed several acquisitions of businesses
with complementary technologies or service offerings.  In addition to our
acquisition of Predict AG in Switzerland, we acquired the statistics businesses
of Waratah Corporation in North Carolina, Graphische Systeme GmbH in Germany and
Sigma-Plus SA in France. We have since closed our operations in Germany and have
reduced our operations in Switzerland after losing some of the key personnel we
had acquired.  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;


                                       19
<PAGE>
     -    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 have acquired or that we may acquire in the
future, our business will be harmed.

WE HAVE INCURRED LOSSES IN RECENT PERIODS, AND MAY CONTINUE TO DO SO, WHICH
COULD CAUSE A DECREASE IN OUR STOCK PRICE.

     If we do not return to profitability in future quarters, our stock price
could decrease. We have posted net losses for each fiscal quarter since the
fourth quarter of 2001. As of June 30, 2003, we had an accumulated deficit of
nearly $30 million. In the near-term, we believe our revenues will increase to a
level that is closer to our expected costs and operating expenses, allowing us
to continue to invest in accordance with our strategic priorities. We may not,
however, realize the anticipated revenue increases from our new product and
positioning initiatives in future periods. In addition, we may be unable to
achieve cost savings without adversely affecting our business and operating
results. We may continue to experience losses and negative cash flows in the
near term, even if sales of our products and services continue to grow.

     We believe that we may need to significantly increase our sales and
marketing, 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.

CONTINUED DECREASES IN SERVICE REVENUES COULD DECREASE OUR TOTAL REVENUES OR
DECREASE OUR GROSS MARGINS, WHICH COULD CAUSE A DECREASE IN OUR STOCK PRICE.

     In the first half of 2003, our services revenues decreased 42% from the
prior six-month period. Consulting and training (service) revenues represented
16% of our total revenues for the quarter ended June 30, 2003, and we anticipate
that service revenues will continue to represent a significant percentage of
total revenues.  If we are unable to maintain or increase our consulting and
training revenues, our total revenues may fall.


WE HAVE A LIMITED OPERATING HISTORY UNDER OUR NEW BUSINESS MODEL, NO OPERATING
HISTORY WITH OUR NEW PRODUCTS, AND ARE SUBJECT TO THE RISKS OF NEW ENTERPRISES.

     In connection with our divestiture of EEPD in 2001 we changed our name,
headquarters location, jurisdiction of incorporation, and more significantly,
our management team and business model. Our new business model calls for
significant contributions from our data mining and knowledge access products.
Our limited operating history in these markets makes it difficult to predict how
our business will develop. Accordingly, we face all of the risks and
uncertainties encountered by early-stage companies, such as:

     -    no history of sustained profitability under our new business model;

     -    uncertain growth in the market for, and uncertain market acceptance
          of, our new solutions;

     -    the evolving nature of the data mining and knowledge access markets;

     -    reliance on new and unproven products to maintain our revenue
          projections;

     -    the risk that competition, technological change or evolving customer
          preferences could harm sales of our products or services.

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 and 31 employees in July 2002. 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 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 upgrade our products and develop new
products.  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


                                       20
<PAGE>
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, seek additional
funding for or discontinue further investment in our new products, including
InFact or Insightful Miner, or cease operations.

     We believe that our existing cash and cash equivalents, investments 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. In August
2002, we renegotiated these covenants to exclude the restructuring charge we
expected to incur as a result of the July 2002 reduction in our workforce. In
January 2003 we again negotiated a waiver of the covenants to exclude the
impairment charge we expected to incur with respect to our acquisition of
Predict AG in 2001. 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, 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. A softening of demand for
computer software caused by the weakened economy, both domestic and
international, has affected our sales and may continue to result in decreased
revenues. As a result of the economic downturn, we have also experienced and may
continue to experience difficulties in collecting outstanding receivables from
our customers. In addition, the threat of additional terrorist attacks on the
United States may exacerbate economic, political and other uncertainties, which
could adversely affect our sales and thus our revenue growth.

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. 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 solution 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, AND INTEGRATE OUR NEW
SENIOR MANAGEMENT PERSONNEL, 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 have in the
past experienced difficulty in hiring qualified technical, sales, customer
support and managerial personnel, and 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.


                                       21
<PAGE>
RAPID CHANGES IN TECHNOLOGY COULD RENDER OUR PRODUCTS OBSOLETE OR UNMARKETABLE,
AND WE MAY BE UNABLE TO INTRODUCE NEW PRODUCTS AND SERVICES SUCCESSFULLY AND IN
A TIMELY MANNER.

     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 upgrade our products and develop new products.  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. 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 overlaps. 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.

OUR PRODUCTS MAY SUFFER FROM DEFECTS OR ERRORS, WHICH COULD RESULT IN LOSS OF
REVENUES, DELAYED OR LIMITED MARKET ACCEPTANCE OF OUR PRODUCTS, INCREASED COSTS
AND REPUTATIONAL DAMAGE.

     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


                                       22
<PAGE>
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 $3.40 per share on April 19, 2002 and May 3,
2002, and traded as low as $0.66 per share on October 10, 2002. 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.
Since our sales are currently priced in U.S. dollars and translated into local
currency amounts, a strengthening of the dollar could make our products less
competitive in foreign markets. We operate in the United Kingdom, France and
Switzerland and incur expenses denominated in those local currencies. However,
we do not believe that foreign current exchange rate fluctuations in these
markets will significantly affect our operating expenses or harm our results of
operations. Interest income and expense are sensitive to changes in the general
level of U.S. interest rates, particularly since the Company's 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.

     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 and short-term
investments. 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,


                                       23
<PAGE>
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.

PART II.  OTHER INFORMATION


ITEM 1.   LEGAL PROCEEDINGS

See notes to consolidated financial statements.



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

At  our  annual  meeting  of  stockholders  held  on  May 14, 2003, stockholders
representing  a  total  of 10,289,797 shares of common stock entitled to vote at
the  meeting,  constituting  a  quorum,  voted  to:

     (1)  Elect two Class I directors, each to hold office until the third
          annual meeting of stockholders following his election and until his
          successor is elected and qualified.

                                               FOR       WITHHELD
                                           ------------------------

           Christopher H. Covington         9,906,012     383,785
           Arthur H. Reidel                 9,818,252     471,545

          Shawn F. Javid and Mark C. Ozur are serving as Class III Directors
          until their terms expire on the date of the Annual Meeting of
          Stockholders in calendar year 2005. Samuel R. Meshberg is serving as a
          Class II Director until his term expires on the date of the Annual
          Meeting of Stockholders to be held in calendar year 2004.

     (2)  Approve our 2003 Employee Stock Purchase Plan to replace our 2001
          Purchase Plan. The 2003 Employee Stock Purchase Plan provides for up
          to 300,000 shares of our common stock to be initially reserved for
          purchase, and on an annual basis reserves additional shares equal to
          the lesser of (i) 1% of the outstanding shares of common stock on the
          last day of the prior fiscal year, (ii) 150,000 shares of common
          stock, or (iii) such lesser amount as determined by the Board.

          For                        3,784,349
          Against                    1,788,390
          Abstain                        4,643


                                       24
<PAGE>
ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits

EXHIBIT
NUMBER                    DESCRIPTION
--------       ---------------------------------

3.1            Amended and Restated Certificate of Incorporation of the
               Registrant (A)

3.2            Amended and Restated Bylaws of the Registrant (A)

10.1           Amendment No. 1 to Loan and Security Agreement, dated March 28,
               2003, by and between Insightful Corporation and Silicon Valley
               Bank (C)

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
               of Insightful Corporation as Required by Section 906 of
               Sarbanes-Oxley Act of 2002 (B)

32.2           Certification of Financial Statements by Chief Financial Officer
               of Insightful Corporation as Required by Section 906 of
               Sarbanes-Oxley Act of 2002 (B)


---------------
(A)  Incorporated by reference to the designated exhibit included with
     Insightful's Quarterly Report on Form 10-Q (No. 0-020992) for the period
     ended September 30, 2001, filed on November 14, 2001.

(B)  Filed herewith.

     (b)  Reports filed on Form 8-K.

          None.

     (c)  Reports furnished on Form 8-K

(C)  Incorporated by reference to the designated exhibit included with
     Insightful's Quarterly Report on Form 10-Q (No. 0-020992) for the period
     ended March 31, 2003 filed on May 15, 2003.


     On April 24, 2003, we furnished a Current Report on Form 8-K dated April
24, 2003 containing a press release announcing first quarter 2003 results.


                                       25
<PAGE>
                                   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.



August 12, 2003

                                       INSIGHTFUL CORPORATION

                                       By:       /s/  Shawn F. Javid
                                           -------------------------------------
                                                      Shawn F. Javid
                                           President and Chief Executive Officer
                                              (Principal Executive Officer)


August 12, 2003

                                       INSIGHTFUL CORPORATION

                                        By:      /s/  Fred Schapelhouman
                                           -------------------------------------
                                                      Fred Schapelhouman
                                                   Chief Financial Officer
                                            (Principal Financial and Accounting
                                                          Officer)


                                       26
<PAGE>
                                  EXHIBIT INDEX



                  EXHIBIT NUMBER                    DESCRIPTION
EXHIBIT
NUMBER                    DESCRIPTION
--------       ---------------------------------

3.1            Amended and Restated Certificate of Incorporation of the
               Registrant

3.2            Amended and Restated Bylaws of the Registrant

10.1           Amendment No. 1 to Loan and Security Agreement, dated March 28,
               2003, by and between Insightful Corporation and Silicon Valley
               Bank

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
               of 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


                                       27
<PAGE>