FORM 10-Q   
  
                         SECURITIES AND EXCHANGE COMMISSION   
                              Washington D.C.  20549   
  
(Mark One)   
  
 X  Quarterly report pursuant to section 13 or 15(d) of the Securities   
----   
    Exchange Act of 1934   
  
    For the quarterly period ended DECEMBER 31, 1995.   
  
  
    Transition report pursuant to Section 13 or 15(d) of the Securities   
----   
    Exchange Act of 1934   
  
    For the transition period from _________ to _________   
  
Commission file number:  0-14025    
  
  
                           SOFTWARE PUBLISHING CORPORATION   
                 (Exact name of registrant as specified in its charter)   
  
  
  
          DELAWARE                                        94-2707010   
(State or other jurisdiction of                       (I.R.S. Employer   
 incorporation or organization)                      Identification No.)   
  
  
                                 111 N. Market   
                            San Jose, California  95113   
            (Address of principal executive offices, including zip code)   
  
                               (408) 537-3000   
                (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 the past 90 days:   
  
Yes   X     No       
     ---      ---   
 
  
As of January 31, 1996 there were 12,563,596 shares of the Registrant's   
Common Stock outstanding.    
  
 
  
  
 
 
 
 
  
<PAGE>   
                          SOFTWARE PUBLISHING CORPORATION   
   
   
                                     INDEX   
   
   
   
     PART I.   FINANCIAL INFORMATION   
   
   
   
Item 1.     Financial Statements                                   Page No.   
                                                                   -------   
            Consolidated Balance Sheets -   
                 December 31, 1995 and September 30, 1995              3   
   
            Consolidated Statements of Operations -   
                 Three months ended December 31, 1995 and 1994         4   
   
            Consolidated Statements of Cash Flows -   
                 Three months ended December 31, 1995 and 1994         5   
   
            Notes to Consolidated Financial Statements                 6   
   
   
Item 2      Management's Discussion and Analysis of Financial   
                 Condition and Results of Operations                   8   
   
   
   
   
     PART II.    OTHER INFORMATION   
                                                                  Page No.   
                                                                  -------   
Item 4.     Submission of Matters to a Vote of Stockholders           12   
   
Item 6.     Exhibits and Reports on Form 8-K                          12   
   
   
            Signatures                                                13   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
                                       2   
   
<PAGE>   
                          PART I.  FINANCIAL INFORMATION   
   
                          SOFTWARE PUBLISHING CORPORATION   
   
                            CONSOLIDATED BALANCE SHEETS   
                   (000's omitted, except share data; unaudited)   
   
 <TABLE> 
<S>                                                <C>            <C> 
ASSETS                                       Dec. 31, 1995  Sept. 30, 1995 
                                             -------------     ----------- 
  
Current assets:   
     Cash & short term investments, including  
       restricted cash of $4,550 at December 31  
       and September 30, 1995                        $  23,077   $  28,431  
     Accounts receivable, net of allowance for   
       doubtful accounts and returns and    
       exchanges of $3,074 and $3,929                    6,130      5,887  
     Inventories                                         1,066      1,174  
     Prepaid expenses and other current assets           1,271      1,172  
                                                     ---------    -------  
Total current assets                                    31,544     36,664  
   
Property and equipment, net                                987      1,879  
Other assets                                             1,279      1,349  
                                                     ---------   --------  
Total assets                                         $  33,810  $  39,892  
                                                     =========   ========  
   
LIABILITIES AND STOCKHOLDERS' EQUITY   
   
Current liabilities:   
     Trade accounts payable                          $   5,334   $  6,439  
     Income taxes payable                                3,094      3,074  
     Other accrued liabilities                          12,133     15,227  
                                                     ---------    -------  
Total current liabilities                               20,561     24,740  
   
Acquisition related liabilities                          1,481      1,449  
                                                     ---------    -------  
Total liabilities                                       22,042     26,189  
                                                     ---------    ------- 
  
Stockholders' equity:   
     Common stock   
      Authorized: 30,000,000 shares, $0.001 par value   
      Issued and outstanding:  12,545,687 and   
      12,528,425 shares, respectively                       13         13  
     Capital in excess of par value                     20,025     19,954  
     Accumulated deficit                                (8,267)    (6,029)  
     Net unrealized loss on securities                      (3)      (235)  
                                                     ---------    --------  
Total stockholders' equity                              11,768     13,703  
                                                     ---------    -------  
 
Total liabilities and stockholders' equity           $  33,810  $  39,892  
                                                     =========   ========  
 </TABLE>  
   
 The accompanying notes are an integral part of these financial statements.   
   
                                       3   
   
<PAGE>   
                          SOFTWARE PUBLISHING CORPORATION   
   
                        CONSOLIDATED STATEMENTS OF OPERATIONS   
                 (000's omitted, except per share data; unaudited)   
   
   
 <TABLE>  
                                                 Three months ended   
   
                                              Dec. 31, 1995  Dec. 31, 1994  
                                              -------------     ---------- 
<S>                                                    <C>           <C>  
Net revenues                                      $   5,011      $  12,387  
   
Cost of revenues                                      1,125          2,267  
                                                    -------       --------  
     Gross profit                                     3,886         10,120  
                                                    -------       --------  
   
Operating expenses:   
     Marketing and sales                              3,443          6,214  
     Research and development                         1,498          2,811  
     General and administrative                       1,435          1,035  
                                                    -------          ------  
Total operating expenses                              6,376         10,060  
                                                    -------        -------  
   
Income (loss) from operations                        (2,490)            60  
Other income and expenses                               280            309  
                                                   --------        -------  
 
Income (loss) before income taxes                    (2,210)           369  
   
Income tax provision (benefit)                           28             --  
                                                   -------         -------  
  
Net income (loss) available to common stockholders $ (2,238)       $   369  
                                                   ========       ========  
  
Net income (loss) per common share                 $  (0.18)       $  0.03  
                                                   ========        ======= 
 
Shares used in computing net income (loss) per share 12,529         12,441 
                                                   ========        ======= 
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
 The accompanying notes are an integral part of these financial statements.   
   
                                       4   
<PAGE>   
                           SOFTWARE PUBLISHING CORPORATION   
   
                       CONSOLIDATED STATEMENTS OF CASH FLOWS   
                           (000's omitted, unaudited)   
   
 
</TABLE>
<TABLE>  
                                                     Three months ended   
   
                                               Dec. 31, 1995  Dec. 31, 1994  
                                               --------------  ------------  
Cash flow from operating activities:   
<S>                                                        <C>       <C>  
Net income (loss)                                     ($  2,238)   $   369  
   
Adjustments to reconcile net income to net cash   
    provided (used) by operating activities:   
    Depreciation and amortization                           409        680  
    Provision for bad debts and returns and exchanges      (858)    (1,534)  
  
   Net change in operating assets and liabilities:   
    Accounts receivable                                     615      2,236  
    Other current assets                                    (38)       143  
    Trade accounts payable and other accrued liabilities (1,789)    (3,948)  
    Income taxes receivable and payable                      20         63  
    Accrued restructuring and lease obligations          (2,033)      (868)  
                                                       --------     ------  
  
Net cash used by operating activities                    (5,912)    (2,859)  
                                                        --------    ------  
  
Cash provided (used) by investing activities:   
    Disposition (acquisition) of property and equipment     254       (922)  
    Increase in other non-current assets                     --        (11)  
    Decrease (increase) in short term investments          (251)    11,287  
                                                       --------     ------  
  
Net cash provided by investing activities                     3     10,354  
                                                       --------     ------  
  
Cash provided by financing activities:   
   Issuance of capital stock                                 70        135  
                                                       --------     ------  
  
Net cash provided by financing activities                    70        135  
                                                       --------     ------  
  
Net increase (decrease) in cash and cash equivalents     (5,839)     7,630  
                                                        --------    ------  
  
Cash and cash equivalents:   
   Beginning balance                                     15,496     18,320  
                                                        -------     ------  
  
   Ending balance                                      $  9,657   $ 25,950  
                                                       ========    ========  
</TABLE>  
  
  
  
  
  
The accompanying notes are an integral part of these financial statements.   
  
                                       5   
<PAGE>   
   
                     SOFTWARE PUBLISHING CORPORATION   
   
   
   
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS   
                                (unaudited)   
   
   
   
1.    The unaudited financial information furnished herein reflects all   
adjustments, consisting only of normal recurring adjustments, which in the   
opinion of management are necessary to fairly state the Company's and its   
subsidiaries' consolidated financial position, the results of their   
operations, and their cash flows for the periods presented.  This Quarterly   
Report on Form 10-Q should be read in conjunction with the Company's   
audited financial statements for the year ended September 30, 1995 included   
in the 1995 Annual Report to Stockholders.  The consolidated results of   
operations for the three month period ended December 31, 1995 are not   
necessarily indicative of results to be expected for the entire fiscal year   
ending September 30, 1996.   
   
   
2.    Investment Securities   
   
In accordance with the provisions of FAS 115, the Company has classified   
its investments in debt and equity securities as "available-for-sale."    
Such investments are now recorded at fair value, with unrealized gains and   
losses reported as a separate component of shareholders' equity.  Interest   
income is still recorded using an effective interest rate, with the   
associated discount or premium amortized to interest income.  The cost of   
securities sold is based on the specific identification method.     
<TABLE>  
Cash and short term investments comprised (in thousands):   
<S>                                            <C>           <C> 
                                      Dec. 31, 1995   Sept. 30, 1995 
                                        -----------   -------------- 
Cash and cash equivalents                  $  9,657         $ 15,496 
Short term investments                       13,420           12,935 
                                           --------         -------- 
Total cash and short term investments      $ 23,077         $ 28,431 
                                           ========         ======== 
</TABLE>  
As part of the terms of the purchase agreement for Digital Paper, Inc., the   
Company has $4.6 million in escrow as security for future payments to   
the former shareholders.  Of the total amount, $3.3 million will be paid   
out in cash and stock over a two year period beginning in April 1996 and   
payment of the remaining $1.3 million is conditional upon the achievement   
of certain unit and revenue goals and technical milestones.   
   
   
3.    Inventories are primarily finished goods and are stated at the lower   
of first-in, first-out cost or market.   
   
   
   
   
   
   
   
   
  
                                       6  
   
<PAGE> 
<TABLE>  
4.    Other accrued liabilities consisted of (in thousands):   
<S>                                                 <C>           <C> 
                                             Dec. 31,1995  Sept. 30, 1995   
                                              -----------   -------------  
Current portion of lease obligations             $  2,006        $  2,831   
Rebates and channel marketing programs              1,437           1,907   
Accrued compensation and benefits                   1,236           1,379   
Restructuring accruals                              3,077           5,405   
Acquisition related payable                         1,612           1,579   
Other accrued liabilities                           2,765           2,126   
                                                 --------        --------   
                                                 $ 12,133        $ 15,227   
                                                 ========        ========   
</TABLE>  
5.    Net income per common share has been computed using the weighted   
average number of common and common equivalent shares (when dilutive)   
outstanding during each period.  The difference between primary and fully   
diluted net income per common share is not significant.   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
  
                                       7  
  
<PAGE> 
                      SOFTWARE PUBLISHING CORPORATION   
Item 2.     Management's Discussion and Analysis of Financial Condition and    
            Results of Operations 

This report contains forward-looking statements within the meaning of 
Section 27A of Securities Act of 1933 and Section 21E of the Securities Act 
of 1934.  Actual results could differ materially from those projected in 
the forward-looking statements as a result of the risk factors set forth 
below and elsewhere in this report. 
 
Results of Operations 
 
North America and international net revenues for the three months ended   
December 31, 1995 and 1994 and the three months ended September 30, 1995   
and the percentage change of net revenues were as follows:   
 
<TABLE>   
<S>                    <C>    <C>      <C>         <C>             <C>   
(dollars in millions)   
                     Three months     Percent   Three  months    Percent   
                     ended Dec. 31,   Change    ended Sept. 30,  Change   
                     -------------    -------   --------------   -------   
                     1995     1994                 1995 
                     ----      ----                 ----  
North America       $ 3.3     $ 7.7    (57)%      $ 3.3              0%   
International         1.7       4.7    (64)%        2.3            (26)%   
                    -----     -----    ----         ---            ---   
Total net revenues  $ 5.0    $ 12.4    (60)%      $ 5.6            (10)%   
                    =====    ======    ====       =====            ====   
</TABLE>   
Net revenues in the first quarter of fiscal 1996 decreased an aggregate of   
10% compared to the prior quarter and significantly declined an aggregate   
of 60% compared to the first quarter of fiscal 1995.  The 10% decline in   
net revenues in the first quarter of fiscal 1996 as compared to the prior   
fiscal quarter was due to reduced sales of ASAP offset by increased sales   
of Harvard Graphics, version 3.0.  The decrease of 60% in net revenues in  
the first quarter of fiscal 1996 as compared to the first quarter of fiscal  
1995 resulted primarily from steep reductions in revenues for the Harvard  
Graphics line of products. 
 
Also contributing to these declines were the continuing effects of intense   
competition worldwide, particularly in the Windows market, and a soft   
economy in Europe.  International net revenues declined 26% in the first   
quarter of fiscal 1996 as compared to the fourth quarter of fiscal 1995,   
and declined 64% as compared to the first quarter of fiscal 1995.    
 
Net revenues in the first quarter of fiscal 1996 included revenues from 
three new products (ASAP, OnFile, and Harvard Montage) and three upgraded 
products (Harvard Graphics version 4.0, Harvard ChartXL version 2.0, and 
Harvard Spotlight version 2.0), all of which were released in fiscal 1995. 
These products accounted for an aggregate of approximately 15% of the net 
revenues in the first fiscal quarter of 1996, compared to 59% of net 
revenues in the previous quarter.  This decrease was principally due to 
management of channel inventory levels for ASAP, in anticipation of the 
release of next version of the product, which was first introduced in 
September 1995. 
 
The Harvard series of presentation graphics products represented 94% of 
total net revenues in the first quarter of fiscal 1996, compared with 61% 
in the fourth quarter of fiscal 1995 and 92% in the first quarter of fiscal   
1995.  Net revenues from sales of all products on the Windows platform   
accounted for 89% of total net revenues in the first quarter of fiscal 1996  
compared to 99% in the fourth quarter of fiscal 1995 and 85% in the first  
quarter of fiscal 1995.   
                                       8
<PAGE> 
Cost of revenues was $1.1 million or 22% of net revenues in the first   
quarter of fiscal 1996 as compared to $1.7 million or 30% of net revenues  
in the fourth quarter of fiscal 1995, and $2.3 million or 18% of net   
revenues in the first quarter of fiscal 1995.  Cost of revenues in the    
first quarter of fiscal 1996 in absolute dollars decreased as compared to   
the fourth quarter of fiscal 1995 primarily because of decreases in    
inventory write downs, reduced royalty expenses and lower manufacturing   
overhead expenses due to reductions in compensation costs.  As compared to   
the first quarter of fiscal 1995, cost of revenues in the first quarter of   
fiscal 1996 decreased in absolute dollars primarily because of reduced   
direct material costs due to decreased sales volumes, but increased as a   
percentage of sales due to relatively smaller declines in indirect overhead   
and other costs of sales. The Company has experienced a positive impact of  
lower overhead and employee-related costs resulting from the reorganization  
and reduction in work force, but these savings have been more than offset  
by the unfavorable impact of reduced revenues.   
 
The Company's gross margins and operating income may be affected in   
particular periods by the timing of product introductions and other   
promotional pricing and rebate offers, as well as return privileges and   
marketing promotions in connection with new product introductions and   
upgrades.  These promotions may reduce average selling prices and gross 
margins.  Gross margins have been, and will continue to be, adversely 
affected by competitive pricing pressure throughout the industry as a 
whole, including competitive upgrade pricing and alternative licensing 
arrangements. 
 
The Company believes that its revenues and results of operations for the   
current quarter have been and will continue to be adversely affected by 
increased price competition, offerings of product suites by competitors, 
and slower than expected sales of Windows 95-related products.  A 
substantial portion of the Company's revenues in each quarter generally 
results from shipments during the last month of that quarter, and 
principally for that reason, the Company's revenues are subject to 
significant quarterly fluctuations.  In addition, the Company establishes 
its targeted expenditure levels based on expected revenues.  If anticipated 
orders and shipments in any quarter do not occur when expected, expenditure 
levels could be disproportionately high and the Company's operating results 
for that quarter could be adversely affected.  In addition, the Company's 
operating results could be materially and adversely affected by other 
factors such as delays in new product introductions, the mix of product 
sales or distribution channel sales, and customer choices regarding 
operating systems. 
 
The Company expects increased competition, including price competition, in  
the future.  Some of the Company's competitors have introduced suites of  
products which include products that directly compete with the Company's  
products and are sold at an all-inclusive price.  The Company believes 
these offerings of product suites have adversely affected the Company's net 
revenues, and will continue to adversely affect the sales of the Company's 
products in the future. The Company does not currently offer a suite of 
products, but offers products that complement competitive suite products. 
In order for the Company to increase its revenues, it must introduce new 
marketing strategies and continue to develop and introduce new technologies 
and products through strategic alliances, acquisitions or internal 
development.  Any delay in these planned strategies, difficulties 
encountered in introducing new products or marketing programs, or failure 
of the Company's products to compete successfully with products offered by 
other vendors could materially and adversely affect net revenues and 
profitability. 
 
The Company believes that the growth of its Intelligent Formatting product 

                                       9
<PAGE>
portfolio, which was acquired as a result of the acquisition of Digital 
Paper, Inc., is a key component of its strategy.  In January 1996, the 
Company introduced ASAP WebShow, which enables Netscape Navigator 2.0 users 
to view, download and print graphically rich reports and presentations from 
the World Wide Web.  The introduction of ASAP WebShow was a first step for 
the Company in moving beyond its traditional presentation graphics products 
by offering a line of products that enable a user to communicate 
graphically on the Internet.  The Company expects to introduce other new 
products based on the Intelligent Formatting technology during fiscal 1996.  
There can be no assurance that the Company will succeed in its efforts to 
introduce these new products, and once introduced, that they will be 
accepted in the market place. 
 
Total operating expenses, excluding non-recurring charges, were lower in   
absolute dollars in the first quarter of fiscal 1996 compared to the both   
the fourth quarter of fiscal 1995, and to the first fiscal quarter of 1995.   
Operating expenses in the first quarter of fiscal 1995 included a reversal  
of a $0.9 million charge from the resolution of an operational legal  
dispute.  Operating expenses in the fourth quarter of fiscal 1995 included 
a $5.9 million charge for restructuring.  Operating expenses decreased in 
the first quarter of fiscal 1996 by $3.5 million or 36% as compared to the 
fourth quarter of fiscal 1995, and by $4.6 million or 42% as compared to 
the first quarter of fiscal 1995.  These decreases are principally 
attributable to reductions in facilities related expenses, as well as 
overall improved operating expense management after the restructuring. 
Although there can be no assurance that it will succeed in its reduction 
efforts, the Company expects to continue to reduce its overall cost 
structure beginning in the second fiscal quarter of 1996 as a result of its 
facilities relocation and the completion of restructuring.
 
Marketing and sales expenses were $3.4 million or 69% of net revenues in   
the first fiscal quarter of 1996 as compared to $5.0 million or 89% of net   
revenues in the fourth quarter of fiscal 1995 and $6.2 million or 50% of   
net revenues in the first quarter of fiscal 1995.  The decrease in absolute   
dollars in the first quarter of fiscal 1996 was the result of reduced   
employee related expenses because of the restructuring and related   
reduction in work force, which included the closure of several sales   
offices.   
   
Research and development expenses were $1.5 million or 30% of net revenues   
in the first quarter of fiscal 1996 as compared to $3.5 million or 63% of   
net revenues in the fourth fiscal quarter of 1995 and $2.8 million or 23%   
of net revenues in the first quarter of fiscal 1995.  The decrease in   
absolute dollars in the first quarter of fiscal 1996 was principally the   
result of reduced employee and facilities related expenses resulting from   
the restructuring and reduction in work force.  The Company believes that   
it is necessary to continue to invest in research and development to remain   
competitive.  However, as a result of the restructuring actions taken by   
the Company in the fourth quarter of fiscal 1995, research and development   
expenses are expected to be lower in absolute dollars in fiscal 1996 than   
in fiscal 1995.  In future periods, the Company intends to continue to   
acquire externally developed technology, explore strategic alliances and   
other methods of acquiring technology, and continue to invest in internal   
development projects.  Because of the inherent uncertainties associated   
with software development projects, there can be no assurance that the   
Company's research and development efforts will result in successful   
product introductions or increased revenues.   
  
General and administrative expenses were $1.4 million or 29% of net   
revenues in the first quarter of fiscal 1996 as compared to $1.4 million or   
26% of net revenues in the fourth quarter of fiscal 1995 and $1.0 million   
or 8% of net revenues in the first quarter of fiscal 1995.  General and

                                      10
<PAGE> 
administrative expenses were flat in the first quarter of fiscal 1996   
compared to the previous quarter and decreased $0.5 million in absolute  
dollars compared to the first quarter of fiscal 1995 after the exclusion of   
the reversal of certain legal fee accruals of $0.9 million resulting from   
the resolution of an operational legal dispute.   
   
Other income and expense in the first quarter of fiscal 1996 was $0.3   
million as compared to $0.4 million in the fourth quarter of fiscal 1995   
and $0.3 million in the first quarter of fiscal 1995.  Other income and   
expenses were relatively flat quarter to quarter as the effect of lower  
interest income, decreased investment funds, offset by lower currency  
exchange losses.   
   
   
Liquidity and Capital Resources   
   
For the first three months of fiscal 1996, cash and short term investments   
decreased $5.4 million to $23.1 million.  This decrease resulted primarily   
from cash used by operating activities of $5.9 million, offset in part by   
cash provided by the sale of property and equipment, and the issuance of   
common stock.  For the three month period ended December 31, 1995, working   
capital decreased $1.0 million from $11.9 million to $10.9 million.  This   
decrease in working capital resulted primarily from a decrease in cash and   
short term investments of $5.4 million partially offset by a decrease in  
current liabilities of $4.2 million.  Management believes the existing cash  
and short term investments, cash generated from operations and the  
Company's potential borrowing ability will be sufficient to meet its  
currently anticipated liquidity and capital expenditure requirements.     
 
The Company's principal future capital commitments consist primarily of 
payment obligations related to the purchase Digital Paper, Inc. and real  
estate lease commitments. (See Note 2) 
 
In fiscal 1995, the Company invoiced approximately 27% of its total sales   
in foreign currencies, and expects this practice to continue at  
approximately the same rate in fiscal 1996.  The Company's exposure for  
foreign currency exchange gains and losses is partially mitigated as the  
Company incurs operating expenses in most of the currencies in which it  
invoices customers.  The Company has hedged certain specific contractual  
obligations denominated in foreign currency and on December 31, 1995, had  
foreign exchange contracts outstanding to sell the equivalent of $600,000  
in Japanese currency.  The Company's foreign exchange gains and losses will  
fluctuate from period to period depending on the movement in exchange   
rates.   
   
   
   
   
   
   
   
   
   
   
   
 
 
 
 
 
 
 
 
                                      11   
<PAGE>   
                          SOFTWARE PUBLISHING CORPORATION   
   
                           PART II.   OTHER INFORMATION   
   
   
Item 4.    Submission of Matters to a Vote of Stockholders   

The Company's Annual Meeting of Stockholders was held on January 23, 1996.   
Proxies for the meeting were solicited pursuant to Regulation 14A.  At the   
meeting, the following proposals were adopted by the margins indicated:   
   
     (a)     Election of the Board of Directors to hold office until the   
next annual meeting of stockholders or until their successors are elected   
and qualified. 
<TABLE>   
                                         Number of shares    
                                         For        Withheld 
                                      --------      --------  
<S>                                       <C>          <C>  
Fred M. Gibbons                       11,076,038     474,025 
Irfan Salim                           11,075,926     474,137 
Mark A. Bertelsen                     11,074,637     475,426 
Miriam K. Frazer                      11,066,409     483,654 
Michael M. Gilbert                    11,081,166     468,897 
Bernee Strom                          11,077,889     472,177 
</TABLE>  
   
     (b)     Ratification of the appointment of KPMG Peat Marwick, LLP as   
independent accountants for the fiscal year ended September 30, 1996.   
   
For                                   11,446,252   
Against                                   63,416   
Abstain                                   40,395   
 
  
Item 6.    Exhibits & Reports on Form 8-K   
   
     (a)  Exhibits.   
   
          27     Financial Data Schedule   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
                                       12   
<PAGE>   
                                 SIGNATURES   
   
   
Pursuant to the requirements of the Securities Exchange Act of 1934, the   
registrant has duly caused this report to be signed on its behalf by the   
undersigned thereunto duly authorized.    
   
   
   
Date: February 14, 1996                  SOFTWARE PUBLISHING CORPORATION 
                                                    (Registrant)    
   
   
   
                                                 /s/ MIRIAM K. FRAZER   
                                                 ----------------------   
                                                 Miriam K. Frazer,   
                                                 Vice President Finance,   
                                                 Chief Financial Officer   
                                                 (Principal Financial and   
                                                 Accounting Officer)   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
                                       13