SECURITIES AND EXCHANGE COMMISSION

                          WASHINGTON, D.C.   20549-1004

                                    FORM 10-Q

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

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000

                        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
of  incorporation  or  organization)                  Identification  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 MAY 10, 2000 THERE WERE 10,377,578 SHARES OF COMMON STOCK, $.01 PAR VALUE
PER  SHARE,  OUTSTANDING.


<PAGE>
                        MATHSOFT, INC. AND SUBSIDIARIES

                                    FORM 10-Q


                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000

                                TABLE OF CONTENTS


                                                                           PAGE
                                                                           ----

PART  I.    FINANCIAL  INFORMATION:

     Item  1.  Consolidated  Condensed  Financial  Statements

            -  Consolidated  Condensed  Balance  Sheets  as  of
               March  31,  2000  and  December  31,  1999                     3

            -  Consolidated Condensed Statements of Income for the
               Three  Months  Ended  March  31,  2000  and  1999              5

            -  Consolidated Condensed Statements of Cash Flows for the
               Three  Months  Ended  March  31,  2000  and  1999              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                                                  14

     Item  3.  Quantitative  and  Qualitative  Disclosures about Market
               Risk                                                          18


PART  II.   OTHER  INFORMATION:

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


SIGNATURES                                                                   20


                                        2
<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                     ASSETS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                          MARCH 31,   DECEMBER  31,
                                                            2000           1999
                                                         -----------  --------------
<S>                                                      <C>          <C>
CURRENT ASSETS:
       Cash and cash equivalents                         $ 6,368,520  $    8,444,259
       Accounts receivables, less reserves of
            approximately $983,000 at March 31, 2000
            and $1,134,000 at December 31, 1999            6,033,712       4,743,130
       Other receivables                                   1,789,701       1,420,154
       Inventories                                           167,949         262,760
       Prepaid expenses                                      793,320         382,291
                                                         -----------  --------------
                    Total current assets                  15,153,202      15,252,594
                                                         -----------  --------------

PROPERTY AND EQUIPMENT, AT COST:
       Computer equipment and software                     6,083,928       5,529,795
       Property and equipment under capital lease            918,042         918,042
       Furniture and fixtures                              1,174,139       1,105,128
       Leasehold improvements                                644,473         626,534
                                                         -----------  --------------
                                                           8,820,582       8,179,499

       Less - Accumulated depreciation and amortization    7,047,793       6,865,495
                                                         -----------  --------------
                                                           1,772,789       1,314,004

OTHER ASSETS                                                 399,105         425,922
                                                         -----------  --------------

                                                         $17,325,096  $   16,992,520
                                                         ===========  ==============
</TABLE>

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


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

<TABLE>
<CAPTION>
                                                            MARCH 31,     DECEMBER 31,
                                                             2000            1999
                                                        -------------  --------------
CURRENT LIABILITIES:
<S>                                                     <C>            <C>
       Current portion of capital lease obligations
            and equipment financing                     $    471,277   $     383,537
       Accounts payable                                    3,649,359       2,362,150
       Accrued expenses and other current liabilities      2,476,548       2,742,141
       Deferred revenue                                    2,890,454       2,722,052
                                                        -------------  --------------
                    Total current liabilities              9,487,638       8,209,880
                                                        -------------  --------------

Capital Lease Obligations and Equipment Financing,
           Less current portion                              139,874         148,442
                                                        -------------  --------------

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 - 10,177,178 shares
            at March 31, 2000 and 9,931,990 shares at
            December 31, 1999                                101,772          99,320
       Additional paid-in capital                         31,494,909      30,834,687
       Accumulated deficit                               (23,830,818)    (22,213,919)
       Cumulative translation adjustment                     (68,279)        (85,890)
                   Total stockholders' equity              7,697,584       8,634,198
                                                        -------------  --------------
                                                        $ 17,325,096   $  16,992,520
                                                        =============  ==============
</TABLE>

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


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

                                                           THREE MONTHS ENDED
                                                                MARCH 31,
                                                        ---------------------------
                                                            2000          1999
                                                        ------------  -------------
REVENUES:
<S>                                                     <C>           <C>
       Software licenses                                $ 5,957,106   $  5,276,947
       Services and other                                 1,864,308      1,262,427
                                                        ------------  -------------
            Total net revenues                            7,821,414      6,539,374
                                                        ------------  -------------
COST OF REVENUES:
       Software licenses                                  1,036,425        805,352
       Services and other                                 1,326,776        389,441
                                                        ------------  -------------
            Total cost of revenues                        2,363,201      1,194,793
                                                        ------------  -------------
            Gross profit                                  5,458,213      5,344,581
                                                        ------------  -------------
OPERATING EXPENSES:
       Sales and marketing                                4,453,024      2,815,576
       Research and development-Gross                     2,936,168      2,226,529
       Less Funded research                              (1,305,424)    (1,038,954)
                                                        ------------  -------------
       Research and development, net                      1,630,744      1,187,575
       General and administrative                         1,033,425        735,379
                                                        ------------  -------------
            Total operating expenses                      7,117,193      4,738,530
                                                        ------------  -------------
            INCOME (LOSS)  FROM OPERATIONS               (1,658,980)       606,051

Interest Income, net                                         57,932         41,440
                                                        ------------  -------------

            INCOME (LOSS) BEFORE PROVISION FOR
                INCOME TAXES                             (1,601,048)       647,491

Provision for Income Taxes                                   15,851         10,080
                                                        ------------  -------------
            NET INCOME (LOSS)                           $(1,616,899)  $    637,411
                                                        ============  =============
BASIC NET INCOME (LOSS) PER SHARE                       $      (.16)  $       0.07
                                                        ============  =============
DILUTED NET INCOME (LOSS) PER SHARE                     $      (.16)  $       0.06
                                                        ============  =============
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING            10,065,767      9,687,055
                                                        ============  =============
WEIGHTED AVERAGE SHARES OUTSTANDING ASSUMING DILUTION    10,065,767     10,869,334
                                                        ============  =============
</TABLE>

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


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

                                                                        THREE MONTHS ENDED
                                                                            MARCH 31,
                                                                    ----------------------------
                                                                        2000           1999
                                                                    ------------  --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                 <C>           <C>
  Net income (loss)                                                 $(1,616,899)  $     637,411
  Adjustments to reconcile net income (loss) to net
    cash used in operating activities -
     Depreciation and amortization                                      208,141         219,252
     Changes in assets & liabilities-
         Accounts receivables                                        (1,290,582)       (558,360)
         Other receivables                                             (369,547)         15,839
         Inventories                                                     94,811         119,735
         Prepaid expenses                                              (231,924)       (201,273)
         Accounts payable                                             1,287,209        (495,144)
         Accrued expenses                                              (265,593)       (446,027)
         Deferred revenue                                               168,402         232,619
                                                                    ------------  --------------
             Net cash used in operating activities                   (2,015,982)       (475,948)


CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment                                  (641,083)        (88,228)
  Decrease (Increase) in other assets                                       973           8,568
                                                                    ------------  --------------
            Net cash used in investing activities                      (640,110)        (79,660)
                                                                    ------------  --------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Payments on capital lease obligations and equipment financing        (204,428)       (142,300)
  Borrowings on capital lease obligations and equipment financing       104,495          51,676
  Proceeds from exercise of stock options and
        Employee Stock Purchase Plan                                    662,674         728,312
                                                                    ------------  --------------
            Net cash provided by financing activities                   562,741         637,688


Effect of exchange rate changes on cash and cash equivalents             17,612          (1,099)
                                                                    ------------  --------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                            (2,075,739)         80,981

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                        8,444,259       5,706,657
                                                                    ------------  --------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                            $ 6,368,520   $   5,787,638
                                                                    ============  ==============
</TABLE>

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


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

                                            THREE MONTHS ENDED
                                                  MARCH 31,
                                            -----------------
                                             2000     1999
                                            -------   -------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
    INFORMATION:
          Cash paid during the period for-
                Interest                    $20,347  $16,668
                                            =======  =======
                Income taxes                $ 6,824  $16,368
                                            =======  =======

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


                                        7
<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.  BASIS  OF  PRESENTATION

The accompanying unaudited consolidated condensed financial statements have been
prepared  by  MathSoft, Inc. ("MathSoft" or the "Company") pursuant to the rules
and  regulations  of  the  Securities  and Exchange Commission regarding interim
financial  reporting.  Accordingly,  they  do not include all of the information
and  footnotes required by generally accepted accounting principles for complete
financial  statements  and  should  be read in conjunction with the consolidated
financial  statements  and  notes thereto for the fiscal year ended December 31,
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 period
ended  March  31,  2000  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, 1999
have  been  reclassified  to  conform  to the presentation for the quarter ended
March  31,  2000.

3.  INVENTORIES

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

<TABLE>
<CAPTION>
                        MARCH 31, DECEMBER 31,
                          2000      1999
                        --------  --------
<S>                     <C>       <C>
Materials and supplies  $ 53,321  $ 82,444
Finished goods           114,628   180,316
                        --------  --------
                        $167,949  $262,760
                        --------  --------
</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:


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

                                                  2000        1999
                                            ----------  ----------
             Weighted average shares
                 outstanding                10,065,767   9,687,055

             Effect of dilutive securities          --   1,182,279
                                            ----------  ----------
             Weighted average shares
             outstanding assuming dilution  10,065,767  10,869,334
                                            ==========  ==========


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


                                      THREE MONTHS ENDED
                                          MARCH  31,
                                      ==================
                                        2000      1999
                                      =========  =======

             Antidilutive securities  1,654,292  156,036
                                      ---------  -------


                                        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
                                             MARCH  31,
                                    --------------------------
                                       2000            1999
                                    ------------  ------------
<S>                                <C>           <C>
Net income (loss)                   $(1,616,899)  $   637,411
Cumulative translation adjustment        17,612        (1,099)
                                    ------------  ------------
Comprehensive income                $ 1,599,287   $   636,312
                                    ------------  ------------
</TABLE>

5.     SEGMENT  REPORTING

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

<TABLE>
<CAPTION>
                                                  THREE MONTHS ENDED
                                                       MARCH 31,
                                                     2000     1999
                                                  -------------------
                                                    (in thousands)
<S>                                               <C>        <C>
Segment revenues:
    Engineering and Education Software Products   $  4,249   $  3,704
    Data Analysis Software Products                  3,537      2,835
    FreeScholarsips.com                                 35        --
                                                  ---------  --------
           Total net revenues                     $  7,821   $  6,539
                                                  ---------  --------

Segment income (loss):
    Engineering and Education Software Products   $    305   $    169
    Data Analysis Software Products                    634        468
    FreeScholarships.com                            (2,556)       --
                                                  ---------  --------
           Total net income (loss)                $( 1,617)  $    637
                                                  ---------  --------
</TABLE>


                                       10
<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

7.  NEW  ACCOUNTING  STANDARDS

In  March  1999,  the  FASB issued Interpretation No. 44, Accounting for Certain
Transactions  Involving  Stock Compensation-An Interpretation of APB Opinion No.
25.  The  interpretation  clarifies  the  application  of  Opinion 25 in certain
situations,  as  defined.  The  interpretation  is effective on July 1, 2000 but
covers  certain  events  having  occurred after December 15, 1998. To the extent
that  events  covered  by  this  interpretation  occur  during  the period after
December  15,  1998  but  before  the  effective date of the interpretation, the
effects  of  applying  this  interpretation would be recognized on a prospective
basis  from  the  effective  date.  Accordingly, upon initial application of the
interpretation,(a)  no adjustments would be made to the financial statements for
periods before the effective date and (b) no expense would be recognized for any
additional compensation cost measured that is attributable to periods before the
effective  date. MathSoft expects that the adoption of this interpretation would
not  have  any  effect  on  the  accompanying  financial  statements.


                                       11
<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

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


Three Months Ended March 31, 2000 Compared with the Three Months Ended March 31,
1999.

RESULTS  OF  OPERATIONS

Total  net  revenues  increased 19.6% from $6,539,000 for the three months ended
March  31,  1999  to  $7,821,000 for the three months ended March 31, 2000.  The
increase in total net revenues was primarily attributable to an increase in both
license  and  service revenue generated from the Data Analysis Software Products
Division  and to a lesser extent, to an increase in revenue from the Engineering
and  Education  Software  Products  Division. FreeScholarships.com generated its
first  revenues  during the three months ended March 31, 2000, totaling $35,000,
from  advertising  on  its  website.  The  FreeScholarsips.com website commenced
operations  in  February  2000.

Worldwide  Data  Analysis Software Products Division license and service revenue
increased  24.8%  from  $2,835,000  for the three months ended March 31, 1999 to
$3,537,000  for  the  three  months  ended  March  31,  2000, and increased as a
percentage  of  total  net  revenues  from 43.4% to 45.2%.  The increase in Data
Analysis  Software  Products  Division  revenue was primarily attributable to an
increase  in  service  revenues,  which  include  maintenance,  training  and
consulting.  The  increase  in  both  service  and license revenues was directly
attributable  to  the  June  1999  release  of  S-Plus  2000.

Worldwide  Engineering  and  Education  Software  Products  Division  revenues
increased  14.7%  from  $3,704,000  for the three months ended March 31, 1999 to
$4,249,000  for  the  three  months  ended  March  31,  2000, and decreased as a
percentage  of  total  net  revenues  from  56.6%  to  54.3%.  The  increase  in
Engineering  and  Education  Software  Products  Division  revenues  is  due  to
increased  sales  of  the  Study  Works product line and Mathcad product suites.

Total  international revenues attributable to sales of all Company product lines
increased  24.0%  from  $1,875,000  for the three months ended March 31, 1999 to
$2,325,000  for  the  three  months  ended  March  31,  2000, and increased as a
percentage  of  total  revenues  from  28.7%  to  29.7%.

Total  cost  of  revenues  increased  97.7% from $1,195,000 for the three months
ended  March  31,  1999 to $2,363,000 for the three months ended March 31, 2000,
and  increased  as  a  percentage  of  total  revenues from 18.3% to 30.2%.  The
increase  in  total  cost  of  revenues  as  a  percentage of total revenues was
primarily  attributable  to  web  hosting and content costs, internet connection
charges,  equipment  depreciation,  compensation,  and  scholarship  awards, all
associated  with  FreeScholarships.com.

Sales  and  marketing  expenses  increased  58.1%  from $2,816,000 for the three
months  ended  March 31, 1999 to $4,453,000 for the three months ended March 31,
2000,  and  increased as a percentage of total revenues from 43.1% to 56.9%. The
increase  in  overall sales and marketing expenses was primarily attributable to
an increase in variable marketing expenditures associated with the launch of the
FreeScholarships.com  website.

Net  research  and  development expenses increased from $1,188,000 for the three
months  ended  March 31, 1999 to $1,631,000 for the three months ended March 31,
2000,  and  increased as a percentage of total revenues from 18.2% to 20.8%. The
overall  increase  in  net  research  and  development  expenses  was  primarily
attributable  to  FreeScholarships.com  and increased investments in the Mathcad
and  S-Plus  product lines, and was partially offset by the increase in research
funding.  Funded  research  increased  25.6%  from $1,039,000 in the first three
months  ended  March  31,  1999  to  $1,305,000.


                                       12
<PAGE>
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS  OF  OPERATIONS  (CONTINUED)

for  the  three  months ended March 31, 2000. The increase in funded research is
attributable  to  an  increase  in awarded contracts and the related increase in
personnel  to  fulfill  those  contracts.

General  and  administrative expenses increased 40.5% from $735,000 in the three
months  ended  March  31, 1999 to $1,033,000 in the three months ended March 31,
2000,  and increased as a percentage of total revenues from 11.2% to 13.2%.  The
increase  in  overall  general  and administrative expenses was due primarily to
increased  temporary  staffing  and  consulting  fees  associated  with
FreeScholarships.com,  increased  compensation  and  temporary  staffing  costs
associated  with  both  of  the software products divisions, increased insurance
costs,  and  increased  foreign  currency  transaction  losses.

LIQUIDITY  AND  CAPITAL  RESOURCES

Cash  and  cash  equivalents,  totaling  $6,369,000 at March 31, 2000, decreased
$2,076,000  during  the  three  months  ended March 31, 2000, from $8,444,000 at
December  31, 1999.  The negative cash flow resulted primarily from cash used in
operations  of  $2,016,000, purchases of property and equipment of  $641,000 and
payments  of  capital  lease  obligations  and  equipment financing of $204,000,
partially  offset  by  proceeds generated by exercise of stock options and stock
purchases  under the employee stock option and stock purchase plans of $663,000,
and borrowings of capital lease obligations and equipment financing of $104,000.

The  Company's  financial  reserves are represented by cash and cash equivalents
of  $6,369,000  as  of  March  31,  2000.  The Company also has a line of credit
agreement  with a commercial bank.  Borrowings under the line are limited to the
lesser  of  80%  of eligible domestic accounts receivable or $2,000,000 based on
certain  profitability  covenants.  Borrowings  are  secured by a first security
interest  on  substantially all of the Company's assets and bear interest at the
bank's  prime  rate  plus  0.5%. The line of credit contains certain restrictive
covenants,  including  requirements  to  achieve  or maintain minimum amounts of
profitability,  equity,  leverage and liquidity, all as defined in the agreement
that  expires  on  June  30,  2000.  As  of  March  31, 2000, the Company was in
compliance  or  had  received  a waiver for all covenants and could borrow up to
$2,000,000.  There  were  no  amounts  outstanding  under this line at March 31,
2000.

Based on its present plans for the near term investment in FreeScholarships.com,
the  Company  believes  its  financial  reserves  and  cash  flows  from  future
operations  may  not  be  sufficient  to meet its liquidity requirements for the
next  twelve  months.  Therefore, the Company anticipates attempting to conclude
one  or  more  financing  transactions,  which  could  include sales of selected
assets,  bank  borrowings  or sales of stock in either or both of the Company or
one  or  more  of its operating units. However, if such sources of financing are
not  available  for any reason the Company has the ability to reduce its planned
investment  in  FreeScholarships.com  to meet its liquidity requirements for the
next  twelve  months.  The  foregoing  statement is forward-looking and involves
risks  and  uncertainties,  many of which are outside the Company's control. The
Company's  actual  experience  may  differ materially from that discussed above.
Factors  that  might  cause  such  a difference include, but are not limited to,
those  discussed  in  "Cautionary Statements" as well as future events that have
the  effect  of  reducing  the  Company's  available  cash  balances,  such  as
unanticipated  operating  losses  or  capital  expenditures,  cash  expenditures
related  to  possible  future  acquisitions,  or  investment  in new products or
services.  The  Company  may  be  presented  from  time to time with acquisition
opportunities  which  require additional external financing, and the Company may
from  time  to  time  seek  to  obtain  additional  funds from public or private
issuances of equity or debt securities.  There can be no assurance that any such
financing  will  be  available  at  all  or  on terms acceptable to the Company.


                                       13
<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,  the  activities of
competitors,  and  the  anticipated  losses  incurred  by  FreeScholarships.com.
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 and internet industries 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  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.

LIMITED  OPERATING  HISTORY  IN THE INTERNET MARKET. Since 1984, the Company has
focused  on  development  of  its core software products, the Mathcad and S-PLUS
product  families.  In  1999,  the  Company  broadened  its focus to include the
development  of  FreeScholarships.com,  an  internet  venture  that launched its
associated website in February, 2000, and courses related to the use of its core
software  product  families that are offered through the World Wide Web, such as
the  S-PLUS  Knowledge  Discovery  Series.  Historically, the Company's revenues
have  come  from  licenses  related  to  the  Company's  core


                                       14
<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

                              CAUTIONARY STATEMENTS

product  families.  Although  the  Company  anticipates that the majority of its
revenue  will  continue  to  come  from  licenses  related  to  its core product
families,  these moves toward increased focus on the Internet have required, and
will  continue  to  require,  changes  in  personnel  and  business  processes.

THE  COMPANY  MAY  HAVE  TO  FIND  OUTSIDE  PARTNERS  OR  SOURCES OF FUNDING FOR
FREESCHOLARSHIPS.COM.  The  Company  may  require  partners  or other sources of
outside  funding  to continue the funding of FreeScholarships.com.  Although the
Company  is  currently  reviewing various funding strategies, the Company has no
agreements  with  external  sources  in  place  to assist the Company in funding
FreeScholarships.com  beyond September 30, 2000.  There can be no assurance that
any  partnering  or  funding  opportunities  will  be  available  on  terms  and
conditions  acceptable  to  the  Company.

INTERNET-RELATED RISKS. The Company's online store, its online courses available
through  the  World Wide Web, such as its S-PLUS Knowledge Discovery Series, and
its  wholly-owned subsidiary, FreeScholarships.com, rely on the continued growth
of the Internet.  The Company expects that continued consumer concerns regarding
security,  reliability,  privacy,  ease  of  use,  and  the  changing regulatory
environment  will  affect the development of the Company's products and services
connected  with  the  Internet.

SECURITY.  If the Company's web site security fails, it may damage the Company's
ability to sell products through its online store or attract and retain users to
FreeScholarships.com.  In addition, the Company may be liable if security on its
web  sites  is  breached  and  the  Company  is the victim of credit card fraud.

 RELIABILITY.  The  Company  uses  an  outside  service  to  maintain  the
FreeScholarships.com  web servers.  If these servers fail for an extended period
of  time,  registered  users of and visitors to FreeScholarships.com may turn to
other  web  sites  and  the  FreeScholarships  brand  may  be  damaged.

 PRIVACY.   Visitors  to the Company's online store and the FreeScholarships.com
web site are asked for certain personally identifying information, which is then
used to ship products, award scholarships and for marketing and data collection.
No personally identifiable information is sold or conveyed to third parties.  As
attitudes regarding online privacy continue to evolve, there can be no assurance
that the Company's needs for personally identifiable information will be in line
with  public  attitudes  or  government  regulations  regarding  privacy.

 EASE  OF  USE.  If,  for  reasons such as failure of the Company's web servers,
slow  modem connections or poor web site design, users of the Company's products
and  services  including  the  online  store,  the  online  courses  or
FreeScholarships.com,  find  it  difficult  to  use  the  Company's products and
services, the Company's revenues could decrease and its brands could be damaged.

CHANGING REGULATORY ENVIRONMENT.  Laws and regulation regarding the Internet are
becoming  more common.  Changes in laws regarding privacy, internet access taxes
or  other  areas may require the Company to change the way it does business over
the  Internet.  For example, FreeScholarships.com aims its services and products
at  persons  age  13  and  above.  Currently,  the  Children's  Online  Privacy
Protection  Act, also known as COPPA, and the regulations enacted by the Federal
Trade  Commission, also known as the FTC, to enforce the COPPA, require that the
Company  not  collect  personally  identifiable  data  from children 12 years or
younger.  If  this law was changed and the minimum age level increased, it could
damage  the  Company's  ability  to  attract  teenage  users  to  the
FreeScholarships.com  web  site.  The laws governing the use of the Internet are
generally  unsettled.  There is no way to predict the ways in which existing and
new  laws  will  apply  to  Internet  commerce,  services  or  products.


                                       15
<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

                              CAUTIONARY STATEMENTS

CHANGES IN LOCAL, STATE OR FEDERAL LAW RELATED TO THE OPERATION OF A SWEEPSTAKES
COULD  ADVERSELY  AFFECT  THE  COMPANY'S  ABILITY  TO  CONTINUE  THE  CURRENT
FREESCHOLARSHIPS.COM  BUSINESS  MODEL. FreeScholarships.com currently awards its
scholarships  based  on  a  widely-accepted  sweepstakes  model.  If one or more
localities  or states decide to change its laws related to sweepstakes or online
sweepstakes,  or  if federal laws, including tax laws, are enacted that regulate
sweepstakes or that change the tax laws under which FreeScholarships.com is able
to  award  scholarships,  FreeScholarships.com  may  have to change its business
model.  There  can  be no assurance that any such change in the FreeScholarships
business  model  required  by  changes in local, state or federal laws would not
damage  FreeScholarships.com

RISKS  ASSOCIATED  WITH DIVESTITURES.  The Company's product offerings presently
may  be  divided between two principal software product families - those related
to  its  Mathcad  line  addressing  the  calculation  needs  of  the  technical,
professional  and  education markets, and those related to its S-PLUS offerings,
marketed  primarily  to  professionals  needing  statistical  analysis tools. In
addition,  the  Company has a new investment in FreeScholarships.com. In setting
strategic  goals  to  maximize  shareholder value, the Company from time to time
considers  the options of divesting itself of one software product family or the
other,  or  product  lines within a given family, to concentrate its focus other
business  opportunities.  If  the  Company were to consummate such a sale, there
can  be no assurance that it would receive returns from such sale that investors
in  the  Company  would  consider  attractive.

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

RISKS  ASSOCIATED  WITH  INTERNATIONAL  OPERATIONS.  Sales outside North America
accounted  for  approximately 29.7% and 28.7% of the Company's total revenues in
the  three  months ended March 31, 2000 and 1999, respectively, and may continue
to  represent  a  significant  portion  of  the  Company's product  revenues.
Any  decrease  in  sales  outside  North  America may have a materially adverse
effect  on  the Company's operating results.  The Company's international
business and financial performance may be affected by fluctuations in  exchange
rates  and  by  trade  regulations.

RELIANCE ON THIRD PARTY LICENSORS.  Maple V, a software product licensed with or
as  part  of  Mathcad,  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


                                       16
<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

                              CAUTIONARY STATEMENTS

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.

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 in the New England and Northwestern areas of the
United  States  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.

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


                                       17
<PAGE>
                         MATHSOFT, INC. AND SUBSIDIARIES

           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company develops products in the United States and sells them worldwide.  As
a  result,  the Company's financial results could be affected by factors such as
changes  in  foreign  currency  exchange  rates  or  weak economic conditions in
foreign  markets. Since the Company's sales are currently priced in U.S. dollars
and  translated into local currency amounts, a strengthening of the dollar could
make  the  Company's  products  less competitive in foreign markets. The Company
operates a subsidiary in the United Kingdom which incurs expenses denominated in
its  local currency. However, the Company believes that these operating expenses
will  not  have  a  material  adverse  effect  on  its  results  of  operations.
Interest  income  and  expense  are sensitive to changes in the general level of
U.S.  interest  rates,  particularly  since  the  company's  investments  are in
short-term  instruments  and  the  Company's  available  line of credit requires
interest  payments calculated at variable rates. Based on the nature and current
levels  of  the  Company's  investments  and debt, however, the Company believes
that  there  is  no  material  market  risk  or  exposure.
The  Company's  general  investing policy is to limit the risk of principal loss
and  ensure the safety of invested funds by limiting credit and market risk. The
Company  currently places its investments in highly liquid money market accounts
and  short-term  investments.  All  highly  liquid  investments  with  original
maturities  of  three  months  or  less  are  considered to be cash equivalents.


                                       18
<PAGE>
                         MATHSOFT, INC.  AND SUBSIDIARIES

                           PART II - OTHER INFORMATION


ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

     (a)  Exhibits:

          27.1  Financial  Data  Schedule.

     (b)  Reports  on  Form  8-K:

              The  Company filed a Current Report on Form 8-K dated January 10,
              2000 reporting results for the three-months ended December  31,
              1999.

              The  Company  filed  a Current Report on Form 8-K dated April 12,
              2000 reporting fiscal  first  quarter  results.


                                       19
<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:  May 12, 2000           By  /s/ Charles J. Digate
                               --------------------------------------
                               Charles J. Digate
                               Chairman, President and Chief Executive Officer
                               (Principal Executive Officer)




Dated:  May 12, 2000            By  /s/ Dermot P. O'Grady
                                ---------------------------
                                Dermot P. O'Grady
                                Corporate Controller
                                (Principal Financial and Accounting Officer)


                                       20
<PAGE>