SECURITIES AND EXCHANGE COMMISSION

                          WASHINGTON, D.C.   20549-1004

                                    FORM 10-Q

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

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998

                        COMMISSION FILE NUMBER  0-020992

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

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

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

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

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

                     YES            X                            NO    ________
                            ---------

AS OF AUGUST 4, 1998 THERE WERE 9,269,209 SHARES OF COMMON STOCK, $.01 PAR VALUE
PER  SHARE,  OUTSTANDING.








<PAGE>




                         MATHSOFT, INC. AND SUBSIDIARIES

                                    FORM 10-Q



                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998

                                TABLE OF CONTENTS


                                                       PAGE
                                                       ----
<TABLE>
<CAPTION>


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

        Item 1. Consolidated Condensed Financial Statements

           - Consolidated Condensed Balance Sheets as of
             June 30, 1998 and December 31, 1997                                                                        3

           - Consolidated Condensed Statements of Operations for the
             Three and Six Month Periods Ended June 30, 1998 and 1997                                                   5

           - Consolidated Condensed Statements of Cash Flows for the
             Six Month Periods Ended June 30, 1998 and 1997                                                             6

           - Notes to Consolidated Condensed Financial Statements                                                       8

         Item 2. Management's Discussion and Analysis of Financial
             Condition and Results of Operations                                                                       12

         Cautionary Statements                                                                                         17

</TABLE>


<TABLE>
<CAPTION>


<S>                                         <C>

PART II.   OTHER INFORMATION:

  Item 5.  Other Information                21

  Item 6. Exhibits and Reports on Form 8-K  21


SIGNATURES                                  22
</TABLE>




<PAGE>



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

<TABLE>
<CAPTION>


                                                               JUNE 30,    DECEMBER 31,
                                                                 1998          1997
                                                              -----------  -------------
<S>                                                           <C>          <C>
CURRENT ASSETS:
       Cash and cash equivalents                              $ 3,703,908  $   4,133,541
       Accounts receivables, less reserves of
            approximately $1,151,000 at June 30, 1998
            and $1,598,000 at December 31, 1997                 2,945,352      2,527,973
       Other receivables                                        1,351,103        944,361
       Inventories                                                228,928        255,205
       Prepaid expenses                                           459,871        233,714

                    Total current assets                        8,689,162      8,094,794
                                                              -----------  -------------

PROPERTY AND EQUIPMENT, AT COST:
       Computer equipment and software                          4,199,131      4,609,382
       Property and equipment under capital lease               1,197,033        615,910
       Furniture and fixtures                                   1,012,746      1,012,763
       Leasehold improvements                                     624,658        626,890
                                                              -----------  -------------
                                                                7,033,568      6,864,945
       Less - Accumulated depreciation and amortization         5,621,068      5,315,979

                                                                1,412,500      1,548,966

OTHER ASSETS:
       Purchased technology, net of accumulated amortization
           of approximately $2,938,000 at June 30, 1998 and
           December 31, 1997                                       70,500         70,500
       Other assets                                               554,067         97,890

                                                                  624,567        168,390
                                                              -----------  -------------
                                                              $10,726,229  $   9,812,150
                                                              ===========  =============







<FN>

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


                                        3

<PAGE>




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

<TABLE>
<CAPTION>


                                                         JUNE 30,      DECEMBER 31,
<S>                                                    <C>            <C>
                                                               1998            1997 
CURRENT LIABILITIES:
       Current portion of capital lease obligations    $    574,389   $     374,089 
       Accounts payable                                   2,083,393       2,243,290 
       Accrued expenses and other liabilities             1,954,998       2,236,655 
       Deferred revenue                                   1,462,719       1,389,042 
                                                       -------------  --------------
                    Total current liabilities             6,075,499       6,243,076 
                                                       -------------  --------------

CAPITAL LEASE OBLIGATIONS, LESS CURRENT PORTION             281,600          73,751 
                                                       -------------  --------------

STOCKHOLDERS' EQUITY:
       Preferred stock, $.01 par value -
            Authorized - 1,000,000 shares
            Issued and outstanding-none                           -               - 
       Common stock, $.01 par value-
            Authorized - 20,000,000 shares
            Issued and outstanding - 9,267,209 shares
            at June 30, 1998 and 9,108,616 shares at
            December 31, 1997                                92,672          91,086 
       Additional paid-in capital                        29,604,228      29,339,752 
       Accumulated deficit                              (25,245,706)    (25,887,525)
       Cumulative translation adjustment                    (82,064)        (47,990)
                                                       -------------  --------------
                   Total stockholders' equity             4,369,130       3,495,323 
                                                       -------------  --------------
                                                       $ 10,726,229   $   9,812,150 
                                                       =============  ==============





<FN>

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


                                        4
<PAGE>


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

<TABLE>
<CAPTION>

                                                           THREE MONTHS ENDED                    SIX MONTHS ENDED
                                                                  JUNE 30,                               JUNE 30,
                                                         1998                   1997              1998             1997
                                                 ---------------------  ---------------------  ----------  --------------------
<S>                                              <C>                    <C>                    <C>         <C>
REVENUES:
       Software licenses                         $           4,283,537  $          3,669,849    9,203,459  $         6,913,511 
       Services and other                                      939,272               688,117    1,721,643            1,286,023 
                                                 ---------------------  ---------------------  ----------  --------------------
            Total revenues                                   5,222,809             4,357,966   10,925,102            8,199,534 
                                                 ---------------------  ---------------------  ----------  --------------------

COST OF REVENUES:
       Software licenses                                       599,804               737,595    1,305,804            1,545,333 
       Services and other                                      341,679               226,158      638,414              417,790 
                                                 ---------------------  ---------------------  ----------  --------------------
            Total cost of revenues                             941,483               963,753    1,944,218            1,963,123 
                                                 ---------------------  ---------------------  ----------  --------------------
            Gross profit                                     4,281,326             3,394,213    8,980,884            6,236,411 
                                                 ---------------------  ---------------------  ----------  --------------------

OPERATING EXPENSES:
       Sales and marketing                                   2,408,063             2,651,608    4,829,017            5,243,732 
       Research and development                              1,135,200             1,329,345    2,354,432            2,764,983 
       General and administrative                              600,577               715,482    1,202,428            1,491,172 
                                                 ---------------------  ---------------------  ----------  --------------------
            Total operating expenses                         4,143,840             4,696,435    8,385,877            9,499,887 
                                                 ---------------------  ---------------------  ----------  --------------------

            INCOME (LOSS) FROM OPERATIONS                      137,486            (1,302,222)     595,007           (3,263,476)

INTEREST INCOME, NET                                            23,282                14,350       46,812               58,948 

            INCOME (LOSS) BEFORE PROVISION FOR
                INCOME TAXES                                   160,768            (1,287,872)     641,819           (3,204,528)

PROVISION FOR INCOME TAXES                                           0                16,212            0               28,870 
                                                 ---------------------  ---------------------  ----------  --------------------
            NET INCOME (LOSS)                    $             160,768  $         (1,304,084)     641,819  $        (3,233,398)
                                                 =====================  =====================  ==========  ====================


BASIC NET INCOME (LOSS) PER SHARE                                0.02                (0.14)        0.07  $             (0.36)
                                                 =====================  =====================  ==========  ====================

DILUTED NET INCOME (LOSS) PER SHARE                              0.02                (0.14)        0.06  $             (0.36)
                                                 =====================  =====================  ==========  ====================

WEIGHTED AVERAGE NUMBER
            OF SHARES OUTSTANDING                            9,247,593             9,005,931    9,188,244            8,991,617 
                                                 =====================  =====================  ==========  ====================


WEIGHTED AVERAGE SHARES OUTSTANDING
           ASSUMING DILUTION                                10,487,987             9,005,931   10,453,352            8,991,617 
                                                 =====================  =====================  ==========  ====================





<FN>

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


                                        5

<PAGE>



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

<TABLE>
<CAPTION>

                                                                     SIX MONTHS ENDED
                                                                         JUNE 30,
                                                                   1998          1997
                                                                -----------  ------------
<S>                                                             <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

  Net income (loss)                                             $  641,819   $(3,233,398)
  Adjustments to reconcile net income (loss) to  net
    cash used in operating activities -
     Depreciation and amortization                                 454,944       517,883 
     Compensation associated with issuance of options                             10,000 
     Changes in assets & liabilities-
         Accounts receivables                                     (417,380)      392,140 
         Other receivables                                        (406,742)            0 
         Inventories                                                26,277       193,474 
         Prepaid expenses                                         (226,157)      (29,763)
         Accounts payable                                         (159,896)     (365,139)
         Accrued expenses                                         (281,657)      766,401 
         Deferred revenue                                           73,677       406,409 
                                                                -----------  ------------
             Net cash used in operating activities                (295,115)   (1,341,993)

CASH FLOWS FROM INVESTING ACTIVITIES:

  Purchases of property and equipment                             (313,288)     (331,064)
  Increase in other assets                                        (461,367)      (20,540)
                                                                -----------  ------------
            Net cash used in investing activities                 (774,655)     (351,604)
                                                                -----------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Payments on capital lease obligations and short-term debt       (262,509)     (138,465)
  Proceeds from capital lease obligations and short-term debt      670,658       565,406 
  Proceeds from exercise of stock options and
        Employee Stock Purchase Plan                               266,062       141,230 
                                                                -----------  ------------
            Net cash provided by financing activities              674,211       568,171 

Effect of exchange rate changes on cash and cash equivalents       (34,074)       11,717 
                                                                -----------  ------------

NET (DECREASE) IN CASH AND CASH EQUIVALENTS                       (429,633)   (1,113,709)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                   4,133,541     3,916,098 
                                                                -----------  ------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                        $3,703,908   $ 2,802,389 
                                                                ===========  ============

<FN>

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


                                        6
<PAGE>

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

<TABLE>
<CAPTION>

                                          SIX MONTHS ENDED
                                             JUNE 30,
                                           1998     1997
                                            -------  -------
<S>                                         <C>      <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
    INFORMATION:
          Cash paid during the period for-
                Interest                    $37,896  $11,797
                                            =======  =======
                Income taxes                $ 5,000  $ 7,530
                                            =======  =======





















<FN>

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


                                        7

<PAGE>


                        MATHSOFT, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.    BASIS  OF  PRESENTATION

The accompanying unaudited consolidated condensed financial statements have been
prepared  by  MathSoft, Inc. ("MathSoft" or the "Company") pursuant to the rules
and  regulations  of  the  Securities  and Exchange Commission regarding interim
financial  reporting.    Accordingly, they do not include all of the information
and  footnotes required by generally accepted accounting principles for complete
financial  statements  and  should  be read in conjunction with the consolidated
financial  statements  and  notes thereto for the transition period from July 1,
1997  to  December  31, 1997.  The accompanying consolidated condensed financial
statements  reflect  all  adjustments  (consisting  solely  of normal, recurring
adjustments)  which  are,  in  the  opinion  of management, necessary for a fair
presentation  of  results  for  the  interim  periods presented.  The results of
operations  for  the  three  and  six-month  periods ended June 30, 1998 are not
necessarily  indicative  of the results to be expected for the full fiscal year.

2.          RECLASSIFICATION  OF  AMOUNTS

Certain  amounts  in  prior  period  comparative  financial statements have been
reclassified  to  conform  to  the  current  year  presentation.

3.    INVENTORIES

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


                        JUNE 30,   DECEMBER 31,
                          1998         1997

<S>                     <C>        <C>
Materials and supplies  $ 213,013  $      44,786
Finished goods             15,915        210,419
                        ---------  -------------
                        $ 228,928  $     255,205
                        ---------  -------------

</TABLE>





<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)


4.    BASIC  AND  DILUTED  NET  INCOME  (LOSS)  PER  COMMON  SHARE

In  March 1997, the Financial Accounting Standards Board (FASB) issued Statement
of  Financial  Accounting  Standards No. 128, Earnings Per Share (SFAS No. 128).
SFAS  No.  128  establishes  standards for computing and presenting earnings per
share.    This statement is effective for fiscal years ending after December 15,
1997.    Net income (loss) per share has been restated for all periods presented
to  conform  with  SFAS  No.  128.

Basic  and  diluted  net  income  (loss)  per  share  is  as  follows:
<TABLE>
<CAPTION>

                                    THREE-MONTH  PERIODS            SIX-MONTH  PERIODS
                                            ENDED                          ENDED
                                           JUNE  30,                      JUNE 30,
<S>                                     <C>          <C>           <C>         <C>
                                         1998           1997         1998        1997 
                                                                         
  Net income (loss)                  $   160,768  $(1,304,084)   $ 641,819  $(3,233,398)
                                     ===========  ============  ===========  ============ 

  Weighted average shares
      outstanding                      9,247,593    9,005,931    9,188,244   8,991,617 
  Effect of dilutive securities,
      stock options                    1,240,394            -    1,265,108           - 
                                     -----------  ------------  ----------  -----------

  Weighted average shares
  outstanding assuming 
dilution                              10,487,987    9,005,931   10,487,987    9,005,931
                                     ===========  ============  ===========  ============

  Basic net income (loss) per share
                                    $      0.02  $     (0.14)  $     0.07  $    (0.36)
                                    ===========  ============  ==========  ===========

  Diluted net income (loss) per share
                                    $      0.02  $     (0.14)  $     0.06  $    (0.36)
                                    ===========  ============  ==========  ===========
</TABLE>




<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)


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

<TABLE>
<CAPTION>


                         THREE-MONTH  PERIODS          SIX-MONTH  PERIODS
                                  ENDED                       ENDED
                                 JUNE  30,                  JUNE 30,

<S>                          <C>       <C>         <C>       <C>
                                 1998        1997      1998        1997
  Antidilutive securities-
  Stock options               180,786   3,001,562   180,786   3,001,562
                             --------  ----------  --------  ----------
  Average exercise price of
  antidilutive securities    $   5.52  $     2.33  $   5.52  $     2.33
                             ========  ==========  ========  ==========
</TABLE>




5.              COMPREHENSIVE  INCOME  (LOSS)

In  July  1997,  the  FASB  issued SFAS No. 130, Reporting Comprehensive Income.
SFAS  No.  130  establishes standards for reporting and display of comprehensive
income and its components in a full set of general purpose financial statements,
in  order  to  measure  all changes in stockholders equity of an enterprise that
result  from  transactions  and  other  economic events of the period other than
transactions  with  stockholders.   Comprehensive income, as defined by SFAS No.
130,  is the total of net income and all other nonowner changes in equity.  This
statement  is  effective for fiscal years beginning after December 15, 1997, and
accordingly  the  Company  adopted  it  in  its  first  fiscal  quarter of 1998.

Total  Comprehensive  Income  (Loss)  is  as  follows:
<TABLE>
<CAPTION>

                         THREE-MONTH  PERIODS                    SIX-MONTH PERIODS
                                ENDED                                   ENDED
                               JUNE  30,                              JUNE 30,

<S>                                <C>        <C>           <C>       <C>
                                       1998          1997       1998         1997 
  Net income (loss)                $160,768   $(1,304,084)  $641,819  $(3,233,398)
                                   ---------  ------------  --------  ------------
  Cumulative translation                                              
         adjustment                 (17,706)      (21,050)   (34,074)      11,717 
                                  ---------  ------------  ---------  ------------
  Comprehensive income    
         (loss)                    $143,062   $(1,325,134)  $607,745  $(3,221,681)
                                   =========  ============ =========  ============
</TABLE>








<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)



6.            RECENTLY  ISSUED  ACCOUNTING  STANDARD

In  July  1997,  the  FASB issued SFAS No. 131, Disclosures About Segments of an
Enterprise and Related Information.  SFAS No. 131 requires certain financial and
supplementary  information  to  be  disclosed on an annual and interim basis for
each  reportable  segment  of an enterprise.  Reportable segments, as defined by
this  statement,  correspond to the way management organizes units and evaluates
performance internally, and may be based upon products, geography, legal entity,
management  structure  or  a  combination  of  these  methods.   SFAS No. 131 is
applicable  only  to  public,  for-profit  entities  and  is effective for years
beginning after December 15, 1997.  It need not be applied to interim statements
in  the  initial  year  of  application  and accordingly it is not being applied
herein.    Unless  impracticable,  companies  would be required to restate prior
period  information  upon  adoption.


<PAGE>

                        MATHSOFT, INC. AND SUBSIDIARIES

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


Three  Month  Period  Ended  June  30, 1997 Compared with the Three Month Period
ended  June  30,  1998

RESULTS  OF  OPERATIONS

Total  revenues  increased 19.8% from $4,358,000 for the three months ended June
30, 1997 ("1997 quarter") to $5,223,000 for the three months ended June 30, 1998
("1998  quarter").  The increase in total revenues was primarily attributable to
a  worldwide  increase in new license and maintenance revenue generated from its
S-PLUS  4.0  product  released  in September 1997, an increase in S-PLUS service
revenue,  and  to a lesser extent an increase in world-wide Mathcad product line
sales.  Mathcad product lines increased due to the introduction of StudyWorks II
in  March  1998.

Worldwide S-PLUS license and maintenance revenue increased 46.5% from $1,229,000
in  the  1997  quarter  to  $1,800,000  in  the 1998 quarter, and increased as a
percentage  of  total  revenues  from  28.2%  to 34.5%, respectively.  Worldwide
S-PLUS  service  revenue  increased  36.5%  from $688,000 in the 1997 quarter to
$939,000  in  the  1998  quarter, and increased as a percentage of total revenue
from  15.8%  to  18.0%,  respectively.    Worldwide  Mathcad  product line sales
increased  6.3%  from  $2,896,000  in the 1997 quarter to $3,077,000 in the 1998
quarter,  but  decreased  as  a percentage of total revenue from 66.5% to 58.9%,
respectively.  Total international revenues attributable to sales of all Company
product  lines  decreased 2.7% from $1,389,000 in the 1997 quarter to $1,351,000
in  the 1998 quarter, and decreased as a percentage of total revenues from 31.9%
to 25.9%, respectively.  The decrease in international revenues was attributable
primarily to a weakness in Asian sales as well as a weakness in our core Mathcad
business  in  Europe  which  resulted  from  stale  marketing  programs.

Total  cost  of revenues remained relatively consistent at $941,000 for the 1998
quarter compared to $964,000 for the 1997 quarter, but decreased as a percentage
of total revenues from 22.1% to 18.0%, respectively.  The decrease in total cost
of  revenues  as  a  percentage  of total revenues was primarily attributable to
switching  from  diskette to CD media with the release of Mathcad 7 for Windows,
thereby  decreasing  direct  material  costs  on  a per unit basis.  To a lesser
degree,  fixed  costs,  such as licensing costs for the "S" language used in the
S-PLUS product line and the amortization of purchased technology, decreased as a
percentage  of  total revenues due to an overall higher revenue base in the 1998
quarter.

<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

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


RESULTS  OF  OPERATIONS  (CONTINUED)

Sales  and marketing expenses decreased 9.2% from $2,652,000 in the 1997 quarter
to  $2,408,000  in  the  1998  quarter,  and  decreased as a percentage of total
revenues  from  60.8% to 46.1%, respectively.  The decrease in overall sales and
marketing  expenses  was  primarily  attributable  to a decrease in S-PLUS sales
expenses  as  the  1997  quarter  had  increased  expenditures  related  to  the
reorganization  of  its  sales  infrastructure to support direct sales into this
expanding  product  line.

Research  and  development  expenses decreased 14.6% from $1,329,000 in the 1997
quarter  to  $1,135,000  in  the  1998 quarter, and decreased as a percentage of
total  revenues  from  30.5%  to  21.7%,  respectively.  The decrease in overall
research  and development expenses was due to a significant decrease in research
and  development  fees  associated with StatServer product development following
product  release  in April 1997 and the release of S-PLUS 4.0 in September 1997.

General  and  administrative  expenses decreased 16.0% from $715,000 in the 1997
quarter  to $601,000 in the 1998 quarter, and decreased as a percentage of total
revenues from 16.4% to 11.5%, respectively.  The decrease in overall general and
administrative  expenses was due primarily to decreased foreign exchange losses.


Six  Month  Period  Ended June 30, 1997 Compared with the Six Month Period ended
June  30,  1998

RESULTS  OF  OPERATIONS

Total revenues increased 33.2% from $8,200,000 for the six months ended June 30,
1997  to  $10,925,000  for  the six months ended June 30, 1998.  The increase in
total  revenues  was  primarily attributable to a worldwide increase in both new
license  and  upgrade revenue generated by the Company's core product, Mathcad 7
for  Windows  as  well as new license and maintenance revenue generated from its
S-PLUS  4.0  product  released  in  September  1997.

<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

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


RESULTS  OF  OPERATIONS  (CONTINUED)

Mathcad  for Windows new license revenue increased 41.0% from $2,496,000 for the
six  month  period  ended  June  30, 1997 to $3,519,000 for the six month period
ended  June 30, 1998, and increased as a percentage of total revenues from 30.4%
to  32.2%,  respectively.    Mathcad for Windows upgrade revenue increased 38.8%
from  $706,000 for the six month period ended June 30,1997 to $1,218,000 for the
six  month  period  ended  June 30, 1998, and increased as a percentage of total
revenues  from  8.6%  to 11.1%, respectively.  Prior to the release of Mathcad 7
for  Windows,  the  Company's last significant upgrade was Mathcad 6 for Windows
which was released in July 1995 and its upgrade cycle was therefore winding to a
close  in  the  quarter  ended  June  30,  1997.  Worldwide  S-PLUS  license and
maintenance  revenue  increased  36.3%  from $2,623,000 for the six month period
ended  June  30, 1997 to $3,574,000 for the six month period ended June 30,1998,
and  increased  as  a  percentage  of  total  revenues  from  32.0%  to  32.7%,
respectively.  Total international revenues attributable to sales of all Company
product  lines increased 6.8% from $2,835,000 in the six month period ended June
30,  1997  to  $3,028,000  for  the  six  month  period ended June 30, 1998, and
decreased  as  a percentage of total revenues from 34.6% to 27.7%, respectively.

Total  cost of revenues remained relatively consistent at $1,963,000 for the six
month  period ended June 30,1998 compared to $1,944,000 for the six month period
ended  June 30, 1997, but decreased as a percentage of total revenues from 23.9%
to  17.8%, respectively.  The decrease in total cost of revenues as a percentage
of  total  revenues  was primarily attributable to switching from diskette to CD
media  with  the  release  of  Mathcad  7 for Windows, thereby decreasing direct
material  costs  on  a per unit basis.  To a lesser degree, fixed costs, such as
licensing  costs  for  the  "S" language used in the S-PLUS product line and the
amortization  of  purchased  technology,  decreased  as  a  percentage  of total
revenues  due  to  an  overall higher revenue base in the six-month period ended
June  30,  1998.

Sales  and  marketing  expenses  decreased 7.9% from $5,244,000 in the six month
period  ended June 30, 1997 to $4,829,000 in the six month period ended June 30,
1998,  and  decreased  as  a  percentage  of total revenues from 64.0% to 44.2%,
respectively.    The  decrease  in  overall  sales  and  marketing  expenses was
primarily  attributable  to  a  decrease  in  salaries  and  variable  marketing
expenditures,  as  the  six  month  period  ended  June  30,  1997 had increased
expenditures  related  to  the  launch  of StatServer, S-PLUS 4.0 and Mathcad 7.

<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

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


RESULTS  OF  OPERATIONS  (CONTINUED)

Research  and  development  expenses  decreased 14.8% from $2,765,000 in the six
months  ended June 30, 1997 to $2,354,000 in the six months ended June 30, 1998,
and  decreased  as  a  percentage  of  total  revenues  from  33.7%  to  21.5%,
respectively.  The decrease in overall research and development expenses was due
to  a significant decrease in personnel and consulting costs associated with the
first  release of StatServer in April 1997 and the S-PLUS 4.0 product release in
September  1997.

General  and  administrative expenses decreased 19.4% from $1,491,000 in the six
month  period  ended  June  30, 1997 to $1,202,000 in the six month period ended
June  30,  1998,  and  decreased as a percentage of total revenues from 18.2% to
11.0%,  respectively.    The  decrease  in  overall  general  and administrative
expenses  was  due  primarily  to  decreased  foreign  exchange  losses.


LIQUIDITY  AND  CAPITAL  RESOURCES

Cash  and  cash  equivalents,  totaling  $3,704,000  at June 30, 1998, decreased
$430,000  during  the  six-month  period  ended June 30, 1998 from $4,134,000 at
December  31,  1997.   The decrease in cash resulted primarily from cash used in
investing  activities  of  $775,000  and  cash  used  in operating activities of
$295,000,  offset  by net proceeds generated by equipment financing transactions
and  stock  option  exercises  of  $408,000  and  $266,000,  respectively.

The Company's financial reserves are represented by cash and cash equivalents of
$3,704,000 as of June 30, 1998.  The Company also has a line of credit agreement
with  a commercial bank.  Borrowings under the line are limited to the lesser of
65%  of  eligible  domestic  accounts  receivable or $1,000,000 based on certain
profitability covenants.  Borrowings are secured by a first security interest on
substantially  all of the Company's assets and bear interest at the bank's prime
rate  (8.5%  at  June  30,  1998)  plus  1%. The line of credit contains certain
restrictive  covenants,  including  minimum  amounts  of  profitability, equity,
leverage and liquidity, all as defined in the agreement, and expires on December
31,  1998.   There were no amounts outstanding under this line at June 30, 1998.

<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

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


LIQUIDITY  AND  CAPITAL  RESOURCES  (CONTINUED)

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



<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

                              Cautionary Statements


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

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

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

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

<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

                              Cautionary Statements


Risks  Associated  with  Acquisitions    (continued).
write-off  the  value  of  some  or  all of the assets of the acquired business.
There  can  be no assurance that any acquisition will be successfully integrated
into  the  Company's  operations.

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

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

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

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

Risks  Associated  with  International  Operations.  Sales outside North America
accounted  for  approximately  36.1%,  32.5%  and  approximately  34.0%  of  the
Company's  total  revenues  in  the twelve months ended June 30, 1995, 1996, and
1997,  and approximately 29.5% of the Company's total revenues in the six months
ended  December  31, 1997, and approximately 27.7% for the six months ended June
30,  1998,  and may continue to represent a significant portion of the Company's
product  revenues.    Any  decrease  in  sales  outside North America may have a
materially  adverse  effect  on  the Company's operating results.  The Company's
international business and financial performance may be affected by fluctuations
in  exchange  rates  and  by  trade  regulations.


<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

                              Cautionary Statements


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

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

YEAR 2000 ISSUES.  The Year 2000 issue exists because many computer systems and
applications  currently  use  two-digit date fields to designate a year.  As the
century  date change occurs, date-sensitive systems will recognize the year 2000
as  1900, or not at all.  This inability to recognize or properly treat the Year
2000 may cause systems to process critical financial and operational information
incorrectly.  The Company has done a review of its current products and believes
that  they  are  Year  2000 compliant.  The Company utilizes software from third
parties  and  related technologies throughout its business that will be affected
by  the  date change in the year 2000.  An internal study is currently under way
to  determine  the  full  scope  and  related costs to insure that the Company's
systems  continue  to  meet  its needs.  The Company began incurring expenses in
1997  to  resolve this issue.  All expenditures will be expensed as incurred and
they  are not expected to have a significant impact on the Corporation's ongoing
results  of  operations.




<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

                              Cautionary Statements

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

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





<PAGE>
                        MATHSOFT, INC.  AND SUBSIDIARIES

                           PART II - OTHER INFORMATION

ITEM  5.    OTHER  INFORMATION

The proposed date for the 1999 Annual Meeting of stockholders of the Company is
May  7,  1999.    Proposals  of stockholders intended for inclusion in the proxy
statement  to  be  furnished  to  all  stockholders entitled to vote at the 1999
Annual Meeting must be received at the Company's principal executive offices not
later than December 3, 1998 [120 days before the mailing date for the 1999 proxy
statement].   The deadline for providing timely notice to the Company of matters
that  stockholders  otherwise  desire to introduce at the 1999 Annual Meeting is
February  19,  1999  [45  days  before  the  mailing  date  for  the  1999 proxy
statement].    In  order  to  curtail  any controversy as to the date on which a
proposal  was  received  by  the Company, it is suggested that proponents submit
their  proposals  by  Certified  Mail,  Return  Receipt  Requested.



Item  6.  Exhibits  and  Reports  on  Form  8-K

     (a)  Exhibits:

27.1    Financial  Data  Schedule.

     (b)  Reports  on  Form  8-K:

The  Company  filed  a Current Report on Form 8-K dated April 16, 1998 reporting
fiscal  first  quarter  results.

The  Company  filed  a  Current Report on Form 8-K dated July 22, 1998 reporting
fiscal  second  quarter  results.





<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

                                    Signatures


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


<TABLE>
<CAPTION>

<S>                                                 <C>
  MATHSOFT, INC.



Dated:  August 7, 1998                              By  /s/ Charles J. Digate
  Charles J. Digate
  Chairman, President and Chief Executive Officer
  (Principal Executive Officer)




Dated:  August 7, 1998                              By  /s/ Robert P. Orlando
  Robert P. Orlando
  Vice President Finance and Administration,
  Chief Financial Officer, Treasurer, and Clerk
  (Principal Financial and Accounting Officer)
</TABLE>









<PAGE>
                        MATHSOFT, INC.  AND SUBSIDIARIES

                                  Exhibit Index


Exhibit  No.                              Description

27.1          Financial  Data  Schedule.



















<PAGE>