UNITED STATES
                       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 SEPTEMBER 30, 1999

                        COMMISSION FILE NUMBER  0-020992

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

             MASSACHUSETTS                              04-2842217
     (State  or  other  jurisdiction         (IRS  Employer Identification
     of incorporation or organization)                    Number)

                                 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  NOVEMBER  12, 1999 THERE WERE 9,799,915 SHARES OF COMMON STOCK, $.01 PAR
VALUE  PER  SHARE,  OUTSTANDING.

<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

                                    FORM 10-Q



                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1999

<TABLE>
<CAPTION>
                                TABLE OF CONTENTS


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

  Item 1. Consolidated Condensed Financial Statements

        - Consolidated Condensed Balance Sheets as of
          September 30, 1999 and December 31, 1998 . . . . . . . . . .   3

        - Consolidated Condensed Statements of Income for the
          Three and Nine Months Ended September 30, 1999 and 1998. . .   5

        - Consolidated Condensed Statements of Cash Flows for the
          Nine Months Ended September 30, 1999 and 1998. . . . . . . .   6

        - Notes to Consolidated Condensed Financial Statements . . . .   8

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


PART II.   OTHER INFORMATION:


  Item 5. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . .  23


SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24

EXHIBIT INDEX. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
</TABLE>

                                        2
<PAGE>
PART  II.  FINANCIAL  INFORMATION
ITEM  1.   FINANCIAL  STATEMENTS

<TABLE>
<CAPTION>
                         MATHSOFT, INC. AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                     ASSETS
                                   (UNAUDITED)


                                                              SEPT 30,    DECEMBER 31,
                                                                1999          1998
                                                             -----------  -------------
<S>                                                          <C>          <C>
CURRENT ASSETS:
       Cash and cash equivalents. . . . . . . . . . . . . .  $ 6,489,491  $   5,706,657
       Accounts receivable, less reserves of
            approximately $1,070,000 at  September 30, 1999
            and $870,000 at December 31, 1998 . . . . . . .    4,937,512      4,009,195
       Other receivables. . . . . . . . . . . . . . . . . .    1,396,928      1,308,892
       Inventories. . . . . . . . . . . . . . . . . . . . .      170,846        374,320
       Prepaid expenses . . . . . . . . . . . . . . . . . .      731,067        342,599
                                                             -----------  -------------
                    Total current assets. . . . . . . . . .   13,725,844     11,741,663
                                                             -----------  -------------

PROPERTY AND EQUIPMENT, AT COST:
       Computer equipment and software. . . . . . . . . . .    5,151,063      4,765,347
       Property and equipment under capital lease . . . . .      918,043        918,043
       Furniture and fixtures . . . . . . . . . . . . . . .    1,088,011      1,036,313
       Leasehold improvements . . . . . . . . . . . . . . .      626,534        624,658
                                                             -----------  -------------
                                                               7,783,651      7,344,361
       Less - Accumulated depreciation and amortization . .    6,673,334      6,082,535
                                                             -----------  -------------
                                                               1,110,317      1,261,826

OTHER ASSETS. . . . . . . . . . . . . . . . . . . . . . . .      440,532        488,595
                                                             -----------  -------------

                                                             $15,276,693  $  13,492,084
                                                             ===========  =============
<FN>
The  accompanying notes are an integral part of these consolidated condensed financial
statements.
</TABLE>

                                        3
<PAGE>
<TABLE>
<CAPTION>
                         MATHSOFT, INC. AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                      LIABILITIES AND STOCKHOLDERS' EQUITY
                                   (UNAUDITED)


                                                             SEPT 30,      DECEMBER 31,
                                                               1999            1998
                                                           -------------  --------------
<S>                                                        <C>            <C>
CURRENT LIABILITIES:
       Current portion of capital lease obligations
            and equipment financing . . . . . . . . . . .  $    434,156   $     482,004
       Accounts payable . . . . . . . . . . . . . . . . .     2,019,012       2,481,154
       Accrued expenses and other current liabilities . .     2,155,827       2,452,472
       Deferred revenue . . . . . . . . . . . . . . . . .     2,461,375       1,886,533
                                                           -------------  --------------
                    Total current liabilities . . . . . .     7,070,370       7,302,163
                                                           -------------  --------------

Capital Lease Obligations and Equipment Financing,
           Less current portion . . . . . . . . . . . . .        78,219         139,414
                                                           -------------  --------------

STOCKHOLDERS' EQUITY:
       Preferred stock, $.01 par value -
            Authorized - 1,000,000 shares
            Issued and outstanding-none . . . . . . . . .             -               -
       Common stock, $.01 par value-
            Authorized - 20,000,000 shares
            Issued and outstanding - 9,799,115 shares
            at September 30, 1999 and 9,324,407 shares at
            December 31, 1998 . . . . . . . . . . . . . .        97,991          93,244
       Additional paid-in capital . . . . . . . . . . . .    30,510,118      29,706,364
       Accumulated deficit. . . . . . . . . . . . . . . .   (22,400,050)    (23,667,397)
       Cumulative translation adjustment. . . . . . . . .       (79,955)        (81,704)
                                                           -------------  --------------
                   Total stockholders' equity . . . . . .     8,128,104       6,050,507
                                                           -------------  --------------
                                                           $ 15,276,693   $  13,492,084
                                                           =============  ==============
<FN>
The  accompanying  notes are an integral part of these consolidated condensed financial
statements.
</TABLE>

                                        4
<PAGE>
<TABLE>
<CAPTION>
                                      MATHSOFT, INC. AND SUBSIDIARIES
                                CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                                                (UNAUDITED)


                                                           THREE MONTHS ENDED           NINE MONTHS ENDED
                                                              SEPTEMBER 30,               SEPTEMBER 30,
                                                       --------------------------  ---------------------------
                                                            1999          1998          1999          1998
                                                       --------------  ----------  --------------  -----------
<S>                                                    <C>             <C>         <C>             <C>
REVENUES:
       Software licenses. . . . . . . . . . . . . . .  $    5,454,422  $5,287,939  $   15,841,823  $14,491,398
       Services and other . . . . . . . . . . . . . .       1,530,423     941,206       4,210,810    2,662,849
                                                       --------------  ----------  --------------  -----------
            Total net revenues. . . . . . . . . . . .       6,984,845   6,229,145      20,052,633   17,154,247
                                                       --------------  ----------  --------------  -----------

COST OF REVENUES:
       Software licenses. . . . . . . . . . . . . . .         942,950     754,665       2,586,700    2,060,469
       Services and other . . . . . . . . . . . . . .         459,873     311,240       1,279,373      949,654
                                                       --------------  ----------  --------------  -----------
            Total cost of revenues. . . . . . . . . .       1,402,823   1,065,905       3,866,073    3,010,123
                                                       --------------  ----------  --------------  -----------
            Gross profit. . . . . . . . . . . . . . .       5,582,022   5,163,240      16,186,560   14,144,124
                                                       --------------  ----------  --------------  -----------

OPERATING EXPENSES:
       Sales and marketing. . . . . . . . . . . . . .       3,206,451   2,624,591       8,959,524    7,453,609
       Research and development . . . . . . . . . . .       1,361,311   1,240,101       3,726,254    3,594,533
       General and administrative . . . . . . . . . .         780,633     733,734       2,284,311    1,936,162
                                                       --------------  ----------  --------------  -----------
            Total operating expenses. . . . . . . . .       5,348,395   4,598,426      14,970,089   12,984,304
                                                       --------------  ----------  --------------  -----------

            INCOME FROM OPERATIONS. . . . . . . . . .         233,627     564,814       1,216,471    1,159,820

Interest Income, net. . . . . . . . . . . . . . . . .          35,714      15,014         111,455       61,827

            INCOME BEFORE PROVISION FOR
                INCOME TAXES. . . . . . . . . . . . .         269,341     579,828       1,327,926    1,221,647

Provision for Income Taxes. . . . . . . . . . . . . .          28,157       9,589          60,577        9,590
                                                       --------------  ----------  --------------  -----------
            NET INCOME. . . . . . . . . . . . . . . .  $      241,184  $  570,239  $    1,267,349  $ 1,212,057
                                                       ==============  ==========  ==============  ===========


BASIC NET INCOME PER SHARE. . . . . . . . . . . . . .  $         0.02  $     0.06  $         0.13  $      0.13
                                                       ==============  ==========  ==============  ===========

DILUTED NET INCOME PER SHARE. . . . . . . . . . . . .  $         0.02  $     0.06  $         0.12  $      0.12
                                                       ==============  ==========  ==============  ===========

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING . . . .       9,776,138   9,281,958       9,743,123    9,219,825
                                                       ==============  ==========  ==============  ===========

WEIGHTED AVERAGE SHARES OUTSTANDING ASSUMING DILUTION      10,129,377   9,938,991      10,497,960    9,893,607
                                                       ==============  ==========  ==============  ===========
<FN>
The  accompanying  notes  are  an  integral  part  of  these  consolidated  condensed  financial  statements.
</TABLE>

                                        5
<PAGE>
<TABLE>
<CAPTION>
                         MATHSOFT, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


                                                                       NINE MONTHS ENDED
                                                                         SEPTEMBER 30,
                                                                   -------------------------
                                                                      1999          1998
                                                                   -----------  ------------
<S>                                                                <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

  Net income. . . . . . . . . . . . . . . . . . . . . . . . . . .  $1,267,349   $ 1,212,057
  Adjustments to reconcile net income to net
    cash provided by operating activities -
     Depreciation and amortization. . . . . . . . . . . . . . . .     761,894       781,975
     Changes in assets & liabilities-
         Accounts receivables . . . . . . . . . . . . . . . . . .    (928,317)     (792,627)
         Other receivables. . . . . . . . . . . . . . . . . . . .     (88,038)     (387,142)
         Inventories. . . . . . . . . . . . . . . . . . . . . . .     203,474        43,500
         Prepaid expenses . . . . . . . . . . . . . . . . . . . .    (245,753)     (175,391)
         Accounts payable . . . . . . . . . . . . . . . . . . . .    (462,143)     (151,876)
         Accrued expenses . . . . . . . . . . . . . . . . . . . .    (296,644)      (67,245)
         Deferred revenue . . . . . . . . . . . . . . . . . . . .     574,843       387,482
                                                                   -----------  ------------
             Net cash used in operating activities. . . . . . . .     786,665       850,733

CASH FLOWS FROM INVESTING ACTIVITIES:

  Purchases of property and equipment . . . . . . . . . . . . . .    (439,291)     (506,849)
  Increase in other assets. . . . . . . . . . . . . . . . . . . .    (123,031)     (503,606)
                                                                   -----------  ------------
            Net cash provided by investing activities . . . . . .    (562,322)   (1,010,455)
                                                                   -----------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Payments on note payables . . . . . . . . . . . . . . . . . . .     (92,644)            -
  Payments on capital lease obligations and equipment financing .    (414,370)     (444,564)
  Borrowings on capital lease obligations and equipment financing     255,255       852,710
  Proceeds from exercise of stock options and
        Employee Stock Purchase Plan. . . . . . . . . . . . . . .     808,501       339,821
                                                                   -----------  ------------
            Net cash provided by financing activities . . . . . .     556,742       747,967

Effect of exchange rate changes on cash and cash equivalents. . .       1,749       (52,477)
                                                                   -----------  ------------

NET INCREASE IN CASH AND CASH EQUIVALENTS . . . . . . . . . . . .     782,834       535,768

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

CASH AND CASH EQUIVALENTS, END OF PERIOD. . . . . . . . . . . . .  $6,489,491   $ 4,669,309
                                                                   ===========  ============

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

                                        6
<PAGE>
<TABLE>
<CAPTION>
                         MATHSOFT, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (CONTINUED)
                                   (UNAUDITED)


                                            NINE MONTHS ENDED
                                              SEPTEMBER 30,
                                            ----------------
                                             1999     1998
                                            -------  -------
<S>                                         <C>      <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
    INFORMATION:
          Cash paid during the period for-
                Interest . . . . . . . . .  $49,772  $60,409
                                            =======  =======
                Income taxes . . . . . . .  $20,000  $16,368
                                            =======  =======
<FN>
The  accompanying  notes  are  an integral part of these consolidated condensed
financial  statements.
</TABLE>

                                        7
<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.  BASIS  OF  PRESENTATION

The accompanying unaudited consolidated condensed financial statements have been
prepared  by  MathSoft, Inc. ("MathSoft" or the "Company") pursuant to the rules
and  regulations  of  the  Securities  and Exchange Commission regarding interim
financial  reporting.  Accordingly,  they  do not include all of the information
and  footnotes required by generally accepted accounting principles for complete
financial  statements  and  should  be read in conjunction with the consolidated
financial  statements  and  notes  thereto  for  the  three-month and nine-month
periods  ended  September  30,  1999.  The  accompanying  consolidated condensed
financial  statements  reflect  all  adjustments  (consisting  solely of normal,
recurring  adjustments) which are, in the opinion of management, necessary for a
fair  presentation of results for the interim periods presented.  The results of
operations  for  the three-month and nine-month periods ended September 30, 1999
are not necessarily indicative of the results to be expected for the full fiscal
year.

2.     RECLASSIFICATION  OF  AMOUNTS

Certain amounts in the financial statements for the year ended December 31, 1998
have  been  reclassified  to  conform  to  the  presentation  for  the three and
nine-month  periods  ended  September  30,  1999.

3.  INVENTORIES

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

<TABLE>
<CAPTION>
                        SEPTEMBER 30,  DECEMBER 31,
                            1999           1998
                        -------------  ------------
<S>                     <C>            <C>
Materials and supplies  $      39,211  $     98,200
Finished goods . . . .        131,635       276,120
                        -------------  ------------
                        $     170,846  $    374,320
                        -------------  ------------
</TABLE>

                                        8
<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)


4.  NET  INCOME  PER  SHARE

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

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

<TABLE>
<CAPTION>
                                 THREE MONTHS ENDED     NINE MONTHS ENDED
                                   SEPTEMBER  30,          SEPTEMBER  30,
                               ---------------------  ---------------------
                                  1999       1998        1999       1998
                               ----------  ---------  ----------  ---------
<S>                            <C>         <C>        <C>         <C>
Weighted average shares
    outstanding . . . . . . .   9,776,138  9,281,958   9,743,123  9,219,825

Effect of dilutive securities     353,239    657,033     754,837    673,782
                               ----------  ---------  ----------  ---------

Weighted average shares
outstanding assuming
dilution. . . . . . . . . . .  10,129,377  9,938,991  10,497,960  9,893,607
                               ==========  =========  ==========  =========
</TABLE>

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

<TABLE>
<CAPTION>
                         THREE MONTHS ENDED  NINE MONTHS ENDED
                            SEPTEMBER 30,      SEPTEMBER 30,
                         ------------------  ----------------
                           1999      1998     1999     1998
                         ---------  -------  -------  -------
<S>                      <C>        <C>      <C>      <C>
Antidilutive securities  1,074,761  512,486  539,511  306,086
                         =========  =======  =======  =======
</TABLE>

                                        9
<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

5.       COMPREHENSIVE  INCOME

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

<TABLE>
<CAPTION>
                        THREE MONTHS ENDED     NINE MONTHS ENDED
                          SEPTEMBER  30,         SEPTEMBER  30,
                        -------------------  -----------------------
                          1999      1998        1999        1998
                        --------  ---------  ----------  -----------
<S>                     <C>       <C>        <C>         <C>
Net income . . . . . .  $241,184  $570,239   $1,267,349  $1,212,057
Cumulative translation
       adjustment. . .    14,187   (18,403)       1,750     (52,477)
                        --------  ---------  ----------  -----------
Comprehensive income .  $255,371  $551,836   $1,269,099  $1,159,580
                        --------  ---------  ----------  -----------
</TABLE>

6.     SEGMENT  REPORTING

The  Company's  continuing  operations  are classified in three primary business
segments:  (1)  Engineering  and  Education Products Division, (2) Data Analysis
Products  Division  and  (3)  FreeScholarships.com.  Summarized  financial
information  by  business  segment  for  continuing  operations  is  as follows:

<TABLE>
<CAPTION>
                                    THREE MONTHS ENDED   NINE MONTHS ENDED
                                       SEPTEMBER 30,       SEPTEMBER 30,
                                      ----------------  ------------------
                                       1999     1998      1999      1998
                                      -------  -------  --------  --------
                                       (in thousands)      (in thousands)
<S>                                   <C>      <C>      <C>       <C>
Segment Net Revenues:
    Engineering and Education
      Products Division. . . . . . .  $3,783   $4,051   $11,126   $10,780
    Data Analysis Products Division.   3,202    2,178     8,927     6,374
    FreeScholarships.com . . . . . .       -        -         -         -
                                      -------  -------  --------  --------
           Total net revenues. . . .  $6,985   $6,229   $20,053   $17,154
                                      -------  -------  --------  --------

Segment Income (Loss):
    Engineering and Education
      Products Division. . . . . . .  $  205   $  712   $   602   $ 1,372
    Data Analysis Products Division.     509     (142)    1,338      (160)
    FreeScholarships.com . . . . . .    (473)       -      (673)        -
                                      -------  -------  --------  --------
           Total net income. . . . .  $  241   $  570   $ 1,267   $ 1,212
                                      -------  -------  --------  --------
</TABLE>

The Company's third business unit, FreeScholarships.com, was formed in June 1999
and  remains  a development stage subsidiary with no revenues during the period.

                                       10
<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

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


Three  Months  Ended  September  30,  1999  Compared with the Three Months Ended
September  30,  1998.

RESULTS  OF  OPERATIONS

Total  net  revenues increased 12.0%, from $6,229,000 for the three months ended
September  30, 1998 to $6,985,000 for the three months ended September 30, 1999.
Of  this  $756,000  increase,  $1,024,000  was  attributable  to  an increase in
worldwide  Data Analysis Products Division revenue, and a decrease in revenue of
$268,000  was  attributable  to  worldwide  Engineering  and  Education Products
Division

Worldwide  Data  Analysis  Products  Division net revenues increased 47.0%, from
$2,178,000  in  the  three  months ended September 30, 1998 to $3,202,000 in the
three months September 30, 1999, and increased as a percentage of total revenues
from 35.0% to 46.0%, respectively.  Service revenues, which include maintenance,
training  and  consulting, increased $532,000, while S-PLUS new license revenues
increased  $493,000.  The  increase  in  both  service  and license revenues was
primarily  attributable  to  the June 1999 release of S-PLUS 2000, as well as to
the  product  line's  stability,  quality,  maturing sales, and marketing model.

Worldwide  Engineering  and  Education  Products Division net revenues decreased
6.6%,  from  $4,051,000  for  the  three  months  ended  September  30,  1998 to
$3,783,000  for  the  three  months ended September 30, 1999, and decreased as a
percentage  of  total  net  revenues  from  65.0%  to  54.2%, respectively.  The
decrease  in revenues was primarily due to a decrease in upgrades as the Company
changed  its  method  of distribution, from an indirect model to a direct model.

The Company's third business unit, FreeScholarships.com, was formed in June 1999
and  remains  a development stage subsidiary with no revenues during the period.

Total  international  net  revenues attributable to sales of all Company product
lines  increased  14.3%, from $1,542,000 in the three months ended September 30,
1998  to  $1,763,000 in the three months ended September 30, 1999, and increased
as  a  percentage  of  total  revenues  from  24.8%  to  25.2%,  respectively.

                                       11
<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

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


RESULTS  OF  OPERATIONS  (CONTINUED)

Total  cost  of  revenues  increased  31.6%, from $1,066,000 in the three months
ended  September  30, 1998 to $1,403,000 in the three months ended September 30,
1999,  and  increased  as  a  percentage  of total revenues from 17.1% to 20.1%,
respectively.  The  increase  in total cost of revenues as a percentage of total
revenues  was  primarily  attributable  to a shift toward lower margin products.
The  S-PLUS  product  line,  which  generates  lower  margins due to its service
component,  increased  from 35.0% of total worldwide revenue in the three months
ended  September 30, 1998 to 46.0% in the three months ended September 30, 1999.
In  addition,  StudyWorks,  which is a lower price point product, increased as a
percentage  of  worldwide  Mathcad  sales  from  11.0% in the three months ended
September  30,  1998  to  16.0%  in  the  three months ended September 30, 1999.

Sales  and  marketing  expenses  increased  22.1%,  from $2,625,000 in the three
months  ended  September  30,  1998  to  $3,206,000  in  the  three months ended
September  30,  1999, and increased as a percentage of total revenues from 42.1%
to  45.9%,  respectively.  The  increase in overall sales and marketing expenses
was primarily attributable to an increase in variable marketing expenditures and
headcount additions to the marketing department and sales force.  Recruiting and
consulting  fees  associated  with  the  Company's  new  Internet  venture,
FreeScholarships.com,  which  was formed in June 1999, accounted for $240,000 of
the  increased  expenses.

Research  and  development expenses increased 9.8%, from $1,240,000 in the three
months  ended  September  30,  1998  to  $1,361,000  for  the three months ended
September  30,  1999,  and  decreased  slightly  from  19.9%  to  19.5% of total
revenues,  respectively.

General  and  administrative expenses increased 6.4%, from $734,000 in the three
months  ended  September 30,1998 to $781,000 in the three months ended September
30,1999,  and  increased  as a percentage of total revenues from 11.8% to 11.2%,
respectively.  The  increase is primarily attributable to legal and professional
fees  associated  with  the  formation  of  FreeScholarships.com.

Nine  Months  Ended  September  30,  1999  Compared  with  the Nine Months Ended
September  30,  1998.

RESULTS  OF  OPERATIONS

Total  net  revenues increased 16.9%, from $17,154,000 for the nine months ended
September  30,  1998 to $20,053,000 for the nine months ended September 30,1999.
Approximately  $2.5  million of the increase, or 88.1%, is attributable the Data
Analysis Products Division.  The remaining 11.9% increase is attributable to the
Engineering  and  Education  Products  Division.

                                       12
<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

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


RESULTS  OF  OPERATIONS  (CONTINUED)

Worldwide  Data Analysis Products Division license and service revenue increased
40.1%,  from $6,374,000 in the nine months ended September 30,1998 to $8,927,000
in  the  nine  months ended September 30, 1999, and increased as a percentage of
total net revenues from 37.2% to 44.5%, respectively.  Service revenue increased
$1,429,000,  while  S-PLUS new license revenues increased $1,127,000.  Increased
focus  on  pursuing consulting opportunities, the release of S-PLUS 2000 in June
1999,  and  price  increases  for both licenses and related maintenance were the
primary  drivers  underlying the growth in both service and license revenues. In
addition,  the  product line's stability and quality as well as a maturing sales
and  marketing  model  also  contributed  to  the  increase  in  sales.

Worldwide  Engineering  and Education Products Division revenues increased 3.2%,
from  $10,780,000 for the nine months ended September 30,1998 to $11,126,000 for
the  nine  months  ended September 30,1999, and decreased as a percentage of net
revenues  from  62.9%  to  55.5%,  respectively.  The  increase  in  revenue was
primarily  due  to growth in sales of StudyWorks, fueled by the release in April
1999 of StudyWorks III, the latest version of that product, and continued strong
sales  of  Axum 6, released in March 1999. These increases offset the decline of
42.0%  in  Mathcad  upgrade  license  sales as well as flat sales of new Mathcad
licenses.

The Company's third business unit, FreeScholarships.com, was formed in June 1999
and  remains  a development stage subsidiary with no revenues during the period.

Total  international revenues attributable to sales of all Company product lines
increased  15.7%,  from $4,570,000 in the nine months ended September 30,1998 to
$5,286,000  in  the  nine  months  ended  September  30,1999, and decreased as a
percentage  of  total  revenues  from  26.6%  to  26.4%,  respectively.

Total cost of revenues increased 28.4%, from $3,010,000 in the nine months ended
September  30,1998 to $3,866,000 in the nine months ended September 30,1999, and
increased  as  a percentage of total revenues from 17.5% to 19.3%, respectively.
As  was  the  case  for  the  three-month  period  ended September 30, 1999, the
increase  in  total  cost  of  revenues  as  a  percentage of total revenues was
primarily  attributable  to  a  product shift toward lower margin products.  The
S-PLUS product line, which generates lower margins due to its service component,
increased from 37.0% of worldwide net revenue in the nine months ended September
30  1998 to 44.0% in of worldwide net revenue in the nine months ended September
30  1999.  In  addition,  StudyWorks,  which  is  a  lower  price point product,
increased  as a percentage of Mathcad sales from 10.0% in 1998 to 16.0% in 1999.

                                       13
<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

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


RESULTS  OF  OPERATIONS  (CONTINUED)

Sales and marketing expenses increased 20.2%, from $7,454,000 in the nine months
ended  September  30,1998  to  $8,960,000  in  the  nine  months ended September
30,1999,  and decreased slightly as a percentage of total revenues from 43.5% to
44.7%,  respectively.  The  increase in overall sales and marketing expenses was
primarily  attributable  to  an  increase in variable marketing expenditures and
headcount additions to the marketing department and sales force.  Recruiting and
consulting  fees  associated with FreeScholarships.com accounted for $384,000 of
the  increase  in  expenses.

Research  and  development expenses increased 3.7%, from $3,595,000 in the first
nine  months  ended  September  30,1998  to $3,727,000 for the nine months ended
September  30,  1999, and decreased as a percentage of total revenues from 21.0%
to  18.6%,  respectively.  FreeScholarships.com  accounted  for  $199,000 of the
growth  in  expenses.

General and administrative expenses increased 18.0%, from $1,936,000 in the nine
months ended September 30, 1998 to $2,284,000 in the nine months ended September
30, 1999, and increased slightly as a percentage of total revenues from 11.3% to
11.4%,  respectively.  The  increase  in general and administrative expenses was
due  primarily  to  increased  compensation  costs,  legal  and consulting fees.
FreeScholarships.com  incurred  $118,000  of general and administrative expenses
since  the  formation  of  this  subsidiary  in  June  1999.

                                       14
<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

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

LIQUIDITY  AND  CAPITAL  RESOURCES

Cash  and cash equivalents, totaling $6,489,000 at September 30, 1999, increased
$782,000  during  the  nine  months  ended  September 30,1999 from $5,707,000 at
December  31,  1998.  The  positive  cash  flow resulted primarily from proceeds
generated  by  financing  activities  such  as the exercise of stock options and
stock  purchases  under the employee stock purchase plan totaling, $557,000, and
cash provided by operating activities of $787,000.  The cash increase was offset
by  investment  activities  totaling  $562,000.

In  June  1999,  the  Company  made  an  initial  $3.0  million  investment  in
FreeScholarships.com  and presently anticipates that it will make a $2.0 million
follow-on  investment in FreeScholarships.com. FreeScholarships.com is presently
a  whollyowned  subsidiary of MathSoft (exclusive of employee options to acquire
stock  of  FreeScholarships.com)  and  management  anticipates  that
FreeScholarships.com will incur losses for the foreseeable future.  These losses
will  be included in the Company's consolidated financial results of operations.

The Company's financial reserves are represented by cash and cash equivalents of
$6,489,000  as  of  September  30,  1999.  The Company also has a line of credit
agreement  with a commercial bank.  Borrowings under the line are limited to the
lesser  of  80.0%  of  eligible  domestic  accounts  receivable,  or $2,000,000.
Borrowings  are secured by a first security interest on substantially all of the
Company's  assets and bear interest at the bank's prime rate plus 0.5%. The line
of  credit  contains  certain  restrictive  covenants, including requirements to
achieve  or  maintain  minimum  amounts  of  profitability, equity, leverage and
liquidity, all as defined in the agreement, which expires on April 30, 2000.  As
of  September  30,1999,  the  Company  is  in  compliance  with  the restrictive
covenants  and,  as  of  September  30,  1999,  the  Company  can  borrow  up to
$2,000,000.  There  were no amounts outstanding under this line at September 30,
1999.

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 differences include, but are not limited to, those
discussed  in "Cautionary Statements".  Other future events that have the effect
of  reducing  the  Company's  available  cash  balances, such as the anticipated
losses  of  FreeScholarships.com,  unanticipated  operating  losses  or  capital
expenditures,  cash  expenditures  related  to  possible future acquisitions, or
investment  in  new  products or services, may cause a material difference.  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 issuance 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.

                                       15
<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

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

YEAR  2000  READINESS  DISCLOSURE  STATEMENT

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

The  Company's  Year 2000 compliance efforts consist of the following six phases
and are applicable to the Company's software products, key third party customers
and  suppliers,  information  technology  systems and non-information technology
systems:

1.     Identification

       -  A  Y2K Compliance Committee was formed of a cross-section of employees
          in  the  Company.  Inventory  was  taken  of  the  Company's  software
          products,  key  third  party  customers  and  suppliers,  information
          technology  systems  and  non-information  technology  systems.

       -  This  phase  is  complete.

2.     Assessment  of  repair  or  replacement  requirements

       -  Evaluation  forms  were  created for each product sold by the company.
          Every  offered product was tested to ensure date code fields are able
          to  accept  four  digit  fields.

       -  Compliance  questionnaires  and  letters  have  been  sent  to  all
          significant  third  party  customers  and  suppliers.

       -  Assessment  of  information  technology  systems  and  non-information
          technology  systems  led  to  discovery of non-compliant items.  Where
          necessary,  upgrades,  new  equipment,  and new software were proposed
          and  budgeted  for.

       -  This  phase  is  complete.

                                       16
<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

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

YEAR  2000  READINESS  DISCLOSURE  STATEMENT  (CONTINUED)

3.     Repair  and/or  replacement

       -  Prior  versions  of  our  products that have been deemed non-compliant
          have  an upgrade  version available to customers to enable compliance.
          Current  versions  of  product  have been upgraded and are compliant.

       -  The  Company  has  received  responses from more than 90% of key third
          party  customers  and  suppliers.  Attempts  to contact those who have
          not  replied  are  being  made.  Any significant third party customers
          and  suppliers  who have not responded to verification efforts will be
          replaced,  however  100%  participation  is  expected.  No significant
          third  party  customers  and  suppliers have indicated non-compliance.

       -  The  Company is currently upgrading and replacing systems that are not
          in  compliance.  Systems  essential  to  business operations have been
          repaired  and/or  replaced.  Only  non-essential  systems  remain, and
          these  will  be  upgraded  by  the  end  of  November.

       -  This phase is virtually complete, and will be complete by November 31.

4.     Testing

       -  Upgrade  releases  of  product  undergo  Year  2000 compliance testing
          during  the  development  phase.

       -  The  Company has not encountered any significant third party customers
          and  suppliers  that  have  indicated  non-compliance.

       -  Testing  of  information  technology  systems  and  non-information
          technology  systems  is  performed  on an ongoing basis as systems are
          replaced  and/or  upgraded.  All  replacements  and upgrades have been
          successful.

       -  This phase is virtually complete, and will be complete by November 31.

5.     Implementation

       -  Upgrade  versions  of  any  non-compliant  products  are available for
          customers.

       -  The  Company has not encountered any significant third party customers
          and suppliers  that have indicated non-compliance.  Efforts to contact
          significant  third  party  customers  and  suppliers  that  have  not
          responded  to  inquiries  continue.

       -  The  Company's  offices are currently operating with replaced product.
          Operations  have  not  suffered  disruption.

       -  This phase is virtually complete, and will be complete by December 12.

                                       17
<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

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

YEAR  2000  READINESS  DISCLOSURE  STATEMENT  (CONTINUED)

6.     Creation  of  contingency  plans  in  the  event  of  Year 2000 failures.

       -  The  Company  has  not  developed  a  Year  2000-specific  contingency
          planbecause  all  phases of compliance efforts are virtually complete.
          If  Year  2000 compliance issues are discovered, the Company then will
          evaluate  the  need  for  contingency  plans  relating to such issues.

Compliance  of  the Company's software is in part contingent upon the compliance
of the underlying operating system of the computer on which our products run and
any  other  software  used  with  or  in the computer on which our products run.
Despite  testing  by  us  and  by  key  customers  and suppliers, and assurances
received  from key customers and suppliers, our products, IT systems, and non-IT
systems  may contain undetected errors or defects associated with Year 2000 date
functions.  Known  or  unknown errors or defects in our products could result in
delay  or  loss  of  revenue,  diversion of development resources, damage to our
reputation,  or  increased  service  and  warranty  costs,  any  of  which could
materially  adversely  affect  our  business,  operating  results  or  financial
condition.

To  date,  the  Company  has  not incurred more than $250,000 of expenditures in
connection  with identifying, evaluating or remediating any Year 2000 compliance
issues.  We have reevaluated our preliminary estimates, regarding expected costs
to MathSoft for evaluating and correcting Year 2000 issues, and believe they are
in  the  range  of $300,000 to $350,000.  Most of these costs will be capital in
nature,  will  have  an  immaterial impact on earnings per share, will be funded
through  our operating cash flows, and have been contemplated in the development
of  our  1999  operating  plan.  Although MathSoft does not anticipate any major
non-compliance  issues, there can be no assurance that there will not be a delay
in,  or  increased  costs associated with, the implementation of MathSoft's Year
2000  readiness  plan.  MathSoft  currently  believes  that the greatest risk of
disruption  in  its  business  exists  in  the  event of non-compliance by third
parties  with  which  it has significant supplier and/or customer relationships.
Compliance  questionnaires  and  letters have been sent to all significant third
parties.  The  Company  has  received responses from more than 90% of suppliers.
Those  responding  certified  that  their products are Year 2000 compliant.  The
Company  has remitted follow up letters to third parties that have not responded
to primary efforts. MathSoft's Year 2000 compliance committee has reviewed these
materials.  Thus far, MathSoft's Year 2000 compliance committee does not believe
that  any  critical  functions of the Company will be materially affected by the
non-compliance  of  third  parties.

The  Company's  expectations regarding Year 2000 remediation efforts will evolve
as  it  continues  to analyze and correct its systems. Failure by the Company to
resolve  Year 2000 issues with respect to its products and services could have a
material  adverse  effect  on  the  Company's business, results of operation and
financial  condition.  Furthermore, failure of third-party equipment or software
to  operate  properly with regards to the Year 2000 and thereafter could require
MathSoft  to  incur  significant  unanticipated expenses to remedy any problems.

                                       18
<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

                              CAUTIONARY STATEMENTS


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

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

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

                                       19
<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

                              CAUTIONARY STATEMENTS

RISKS  ASSOCIATED  WITH FREESCHOLARSHIPS.COM AND OTHER NEW PRODUCTS OR SERVICES.
The  Company's  future  revenue growth rate and earnings performance depend on a
number  of factors, including the continued success of its existing products and
service  offerings  and the development of one or more new products or services,
some of which could depart from the Company's traditional business model.  These
investments  may  adversely  affect the Company's quarterly and annual financial
results until such time that they return a profit.  Furthermore, there can be no
assurance  that  these  investments  will  ever  achieve  the  desired financial
results.  In  June 1999, the Company formed FreeScholarships.com, a new Internet
venture  whose  business  model  departs from the Company's traditional model of
licensing  software  products.  Management anticipates that FreeScholarships.com
will  incur  substantial  losses  for  the  forseeable  future.  There can be no
assurance  that  FreeScholarships.com will become profitable or that the Company
will  have  the necessary resources to finance FreeScholarships.com's operations
in  the  future.

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

RISKS  ASSOCIATED  WITH DIVESTITURES.  The Company's product offerings presently
may  be  divided  between  two principal product families - those related to its
Engineering  and Education Products Division addressing the calculation needs of
the technical, professional and education markets, and those related to its Data
Analysis  Products  Division  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.

                                       20
<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

                              CAUTIONARY STATEMENTS

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

RISKS  ASSOCIATED  WITH  INTERNATIONAL  OPERATIONS.  Sales outside North America
accounted  for approximately 28.0% of the Company's total revenues in the fiscal
year  ended December 31, 1998, and approximately 26.0% for the nine months ended
September  30,  1999, and may continue to represent a significant portion of the
Company's  product  revenues.  Any  decrease  in sales outside North America may
have  a  materially  adverse  effect  on  the  Company's operating results.  The
Company's  international  business  and financial performance may be affected by
fluctuations  in  exchange  rates  and  by  trade  regulations.

RELIANCE ON THIRD PARTY LICENSORS.  (i)  Maple V, a software product licensed as
a  part  of  Mathcad,  (ii)  certain copyrighted texts licensed from third party
publishers  incorporated  in  the  Company's  Electronic Books, and (iii)  the S
programming  language,  the language on which all of the  Data Analysis Products
Division  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.  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.

                                       21
<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

                              CAUTIONARY STATEMENTS



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. Compliance of the Company's software is in part contingent upon the
compliance  of  the  underlying  operating  system  of the computer on which our
products  run  and  any other software used with or in the computer on which our
products run.  Despite testing by and assurances received from key customers and
suppliers,  our  products; IT systems, and non-IT systems may contain undetected
errors  or  defects  associated  with Year 2000 date functions. Known or unknown
errors  or  defects  in  our  products could result in delay or loss of revenue,
diversion  of  development  resources,  damage  to  our reputation, or increased
service  and  warranty costs, any of which could materially adversely affect our
business.  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 has been performed to determine the full scope
and  related  costs  to  insure  that the Company's systems continue to meet its
needs.  The  company is currently in the testing and implementation phases. Thus
far,  no  material  issues  have  been  discovered  that  may inhibit MathSoft's
business  operations.  However,  there  is no assurance that such companies will
not suffer a Year 2000 business disruption, which could harm MathSoft's business
and  financial  condition.

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.

                                       22
<PAGE>
                        MATHSOFT, INC.  AND SUBSIDIARIES

                           PART II - OTHER INFORMATION


ITEM  5.  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 October 18, 1999
          reporting  fiscal  second  quarter  results.

                                       23
<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.



                                                 MATHSOFT, INC.



Dated: November 12, 1999                     By: /s/ Charles J. Digate
                                                 -------------------------
                                                 Charles J. Digate
                                                 Chairman, President and
                                                 Chief Executive Officer
                                                 (Principal Executive Officer)


Dated: November 12, 1999                     By:  /s/ Robert P. Orlando
                                                 -------------------------
                                                 Robert P. Orlando
                                                 Senior Vice President Finance
                                                 and Administration, Chief
                                                 Financial Officer, Treasurer,
                                                 and Clerk
                                                 (Principal Financial and
                                                 Accounting Officer)


                                       24
<PAGE>
                        MATHSOFT, INC.  AND SUBSIDIARIES

                                  EXHIBIT INDEX


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

27.1         Financial  Data  Schedule.

                                       25
<PAGE>