U.S. Securities and Exchange Commission
                             Washington, D.C. 20549



                                   Form 10-QSB


(Mark One)
[ X ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 OF THE
                 SECURITIES EXCHANGE ACT OF 1934
       For the quarterly period ended March 31, 1998

[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 OF THE
                 SECURITIES EXCHANGE ACT OF 1934
       For the transition period from _______to________

                         Commission file number: 1-14076


                 SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC.
       (Exact name of small business issuer as specified in its charter)


                Delaware                            22-3270045
      (State or other jurisdiction                (IRS Employer
     of incorporation or organization)         Identification Number)

             3A Oak Road,  Fairfield,  New Jersey  07004
             (Address of  principal executive offices)

                                 (973) 808-1992
                           (Issuer's telephone number)

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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 [ ]

     State the number of shares  outstanding of each of the issuer's  classes of
common equity, as of the latest  practicable  date:  11,586,074 shares of Common
Stock, as of May 11, 1998.

     Transitional Small Business Disclosure Format (check one):  Yes [ ]  No [X]


<PAGE>


                          PART I. FINANCIAL INFORMATION



Item                                                                       Page

Item 1.  Financial Statements:

Condensed Consolidated Balance Sheets as of March 31, 1998
 (Unaudited) and December 31, 1997..............................              3
Condensed Consolidated Statements of Operations for the
 Three Months Ended March 31, 1998 and 1997 (Unaudited).........              4
Condensed Consolidated Statements of Cash Flows for the
 Three Months Ended March 31, 1998 and 1997 (Unaudited).........              5
Notes to Condensed Financial Statements.........................              6


Item 2.  Management's Discussion and Analysis or Plan
 of Operation...................................................              9

<PAGE>


         SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                       March 31, 1998      December 31, 1997
                                                         (Unaudited)            (Note)

                              ASSETS
Current assets:
<S>                                                    <C>                  <C>         
 Cash and cash equivalents . . . . . . . . . . .       $   1,924,550        $  2,586,753
 Marketable securities . . . . . . . . . . . . .              50,000             173,600
 Accounts receivable, net. . . . . . . . . . . .           1,741,599           1,324,102
 Inventories . . . . . . . . . . . . . . . . . .             538,818             567,336
 Prepaid expenses and other current assets . . .             289,878             329,591
                                                       -------------        -------------
      Total current assets . . . . . . . . . . .           4,544,845           4,981,382

Property and equipment, net. . . . . . . . . . .             491,068             568,888
Acquired software, net . . . . . . . . . . . . .           3,854,500           4,446,750
Goodwill, net. . . . . . . . . . . . . . . . . .             249,823             268,559
Restricted cash. . . . . . . . . . . . . . . . .             300,000             300,000
Other assets, net. . . . . . . . . . . . . . . .              92,879              63,923
                                                       -------------        -------------
      Total assets . . . . . . . . . . . . . . .           9,533,115        $ 10,629,502
                                                       =============        =============

               LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
 Accounts payable. . . . . . . . . . . . . . . .       $   3,385,678        $  3,015,198
 Accrued liabilities . . . . . . . . . . . . . .           3,236,579           4,112,267
 Current portion of long-term debt . . . . . . .             146,427             173,866
                                                       -------------        -------------
   Total current liabilities . . . . . . . . . .           6,768,684           7,301,331

Long-term debt, less current maturities. . . . .             158,638             184,765
                                                       -------------        -------------
   Total liabilities . . . . . . . . . . . . . .           6,927,322           7,486,096

Stockholders' equity:
 Serial Preferred Stock, authorized 1,939,480 shares:
   none issued and outstanding . . . . . . . . .                  --                  --
 Class B Voting Preferred Stock, authorized 60,520 
   shares: none issued and outstanding . . . . .                  --                  --
 Common stock, par value $.001 per share, authorized
   30,000,000 shares; issued and outstanding 9,043,265
   shares in 1998 and 9,011,418 shares in 1997. .              9,043               9,011
 Additional paid-in capital . . . . . . . . . . .         42,997,031          42,965,813
 Accumulated deficit . . . . . . . . . . . . . .         (40,400,281)        (39,831,418)
                                                       -------------        -------------
   Total stockholders' equity. . . . . . . . . .           2,605,793           3,143,406
                                                       -------------        -------------
   Total liabilities and stockholders' equity. .       $   9,533,115        $ 10,629,502
                                                       =============        =============
<FN>
      Note:  The balance  sheet at December  31, 1997 has been  derived from the
      audited financial  statements at that date but does not include all of the
      information  and  footnotes  required  by  generally  accepted  accounting
      principles for complete financial statements.

                  See notes to condensed financial statements.
</FN>
</TABLE>


<PAGE>


        SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                          Three Months Ended March 31,
                                                            1998                1997

<S>                                                    <C>                  <C>         
Net sales . . . . . . . . . . . . . . . . . . .        $   3,923,446        $  3,950,252
Cost of goods sold. . . . . . . . . . . . . . .              957,644             951,766
                                                       --------------       -------------
Gross profit. . . . . . . . . . . . . . . . . .            2,965,802           2,998,486

Selling, general and administrative expenses. .           (2,644,242)         (4,162,580)
Amortization of acquired software and
  goodwill and depreciation . . . . . . . . . .             (649,837)           (866,919)
Product development . . . . . . . . . . . . . .             (255,253)           (756,212)
Other income, net . . . . . . . . . . . . . . .               59,638              89,624
                                                       --------------       -------------
  Loss before income taxes. . . . . . . . . . .             (523,892)         (2,697,601)
Income taxes. . . . . . . . . . . . . . . . . .               44,971                  --
                                                       ==============       =============
  Net loss. . . . . . . . . . . . . . . . . . .        $    (568,863)       $ (2,697,601)
                                                       ==============       =============

Net loss per common share:
  Net loss per common shares - basic and
   diluted. . . . . . . . . . . . . . . . . . .                 (.06)        $      (.34)
                                                       ==============       =============
  Weighted average number of common shares
     outstanding - basic and diluted. . . . . .            9,042,893           7,932,743


<FN>
                  See notes to condensed financial statements.
</FN>
</TABLE>


<PAGE>


         SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                            Three Months Ended March 31,
                                                              1998                1997

<S>                                                   <C>                   <C> 
Operating activities:
     Cash (used in) operations. . . . . . . . .       $     (592,628)       $ (2,780,212)
                                                       --------------       -------------


Investment activities:
  Payment of acquisition costs. . . . . . . . .                   --            (959,935)
  Purchase of property and equipment. . . . . .              (16,009)            (32,321)
  Proceeds from sale of short-term
    investments . . . . . . . . . . . . . . . .                   --           1,968,843
                                                       --------------       -------------
     Cash (used in) provided by investing
      activities. . . . . . . . . . . . . . . .              (16,009)            976,587
                                                       --------------       -------------


Financing activities:
  Payment of long-term debt . . . . . . . . . .              (53,566)                 --
  Proceeds from sale of common stock. . . . . .                   --              10,000
                                                       --------------       -------------
     Cash (used in) provided by financing
     activities . . . . . . . . . . . . . . . .              (53,566)             10,000
                                                       --------------       -------------

Net (decrease) in cash and cash equivalents . .             (662,203          (1,793,625)
Cash and cash equivalents at beginning
    of period . . . . . . . . . . . . . . . . .            2,586,753           4,833,454
                                                       --------------       -------------
Cash and cash equivalents at end of period. . .        $   1,924,550        $  3,039,829
                                                       ==============       =============

Supplemental disclosure of non-cash financing
 and investing activities:
  Common Stock issued in payment of 
     liabilities. . . . . . . . . . . . . . . .        $      31,250


<FN>
                  See notes to condensed financial statements.
</FN>
</TABLE>


<PAGE>


         SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC. AND SUBSIDIARIES

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)


1.   Basis of Presentation.

     The  accompanying   unaudited  condensed  financial  statements  have  been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-QSB and Item 310 of
Regulation  S-B.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been included. Operating results for the three month period ended March 31, 1998
are not necessarily  indicative of the results that may be expected for the year
ending  December 31, 1998. For further  information,  refer to the  consolidated
financial  statements  and footnotes  thereto  included in the Company's  Annual
Report on Form 10-KSB for the year ended December 31, 1997.


2.   Accounting Principles.

Recently Issued Accounting Pronouncements

     In June 1997, the Financial Accounting Standards Board ("FASB") issued SFAS
No.  130,  "Reporting  Comprehensive  Income"  ("SFAS  No.  130").  SFAS No. 130
establishes standards for reporting and displaying  comprehensive income and its
components in financial  statements.  SFAS No. 130 is effective for fiscal years
beginning after December 15, 1997.  Reclassification of financial statements for
earlier periods provided for comparative  purposes is required.  The adoption of
SFAS No. 130 has no impact on the Company's  consolidated results of operations,
financial  position or cash flows.  The Company  presently has no items of other
comprehensive income.

     In June 1997, the FASB issued SFAS No. 131,  "Disclosures About Segments of
an  Enterprise  and  Related   Information"  ("SFAS  No.  131").  SFAS  No.  131
establishes  standards  for the way  that  public  business  enterprises  report
information about operating segments in annual financial statements and requires
that those enterprises  report selected  information about operating segments in
interim financial reports issued to stockholders.  It also establishes standards
for related disclosures about products and services, geographic areas, and major
customers.  SFAS No. 131 is effective for financial  statements for fiscal years
beginning  after December 15, 1997.  Financial  statement  disclosures for prior
periods are required to be restated. The Company is in the process of evaluating
the disclosure requirements. The adoption of SFAS No. 131 will have no impact on
the Company's  consolidated  results of operations,  financial  position or cash
flows.


3.   Loss Per Share.

     Basic loss per share is computed based upon the weighted  average number of
common shares  outstanding  during each period presented.  Stock options did not
have an effect on the  computation  of diluted  earnings  per share in the three
month periods ended March 31, 1998 and 1997 since they were anti-dilutive.


4.   Inventories.

     Inventories consist of finished goods.



<PAGE>

5.   Stockholders' Equity.

     During the first three months of 1998,  the Company  issued an aggregate of
31,847  shares of the  common  stock,  par value  $.001 per share  (the  "Common
Stock"),  of the Company to BizEd, Inc. and a designee of BizEd, Inc. in payment
for the acquisition of certain software which was previously accrued.

     In  March  1998,   the  Company   authorized   100,000   shares  of  Junior
Participating  Preferred Stock,  Series A, par value $.001 per share. The Junior
Preferred Stock has preferential  voting,  dividend and liquidation  rights over
the  Common  Stock.  On  March  31,  1998,  the  Company   declared  a  dividend
distribution,  payable  April 30, 1998, of one Preferred  Share  Purchase  Right
("Right") on each share of Common Stock. Each Right, when exercisable,  entitles
the registered holder thereof to purchase from the Company one one-thousandth of
a share of Junior Preferred Stock at a price of $1.00 per one  one-thousandth of
a share (subject to adjustment).  The one  one-thousandth of a share is intended
to be the  functional  equivalent of one share of the Common  Stock.  The Rights
will not be  exercisable  or  transferable  apart from the Common Stock until an
Acquiring  Person,  as defined in the  Rights  Agreement,  dated as of March 31,
1998,  between the Company and American Stock Transfer & Trust Company,  without
the prior consent of the Company's  Board of Directors,  acquires 20% or more of
the voting  power of the Common  Stock or  announces  a tender  offer that would
result in 20% ownership.  The Company is entitled to redeem the Rights, at $.001
per Right,  any time before a 20%  position has been  acquired or in  connection
with certain transactions  thereafter  announced.  Under certain  circumstances,
including the acquisition of 20% of the Common Stock,  each Right not owned by a
potential  Acquiring Person will entitle its holder to purchase,  at the Right's
then-current  exercise  price,  shares of Common  Stock having a market value of
twice the  Right's  exercise  price.  Holders of a Right will be entitled to buy
stock of an Acquiring  Person at a similar discount if, after the acquisition of
20% or more of the Company's  voting power,  the Company is involved in a merger
or other  business  combination  transaction  with  another  person in which its
common shares are changed or converted,  or the Company sells 50% or more of its
assets or earning power to another person. The Rights expire on April 20, 2008.


6.   Pending Legal Matters.

     On January 30, 1998, an action was commenced  against the Company,  Mark E.
Leininger and Barry A. Cinnamon in the United States  District  Court,  Southern
District of New York.  Mr.  Leininger  currently is President,  Chief  Operating
Officer and a director of the Company and Mr. Cinnamon  formerly was Chairman of
the Board,  President and Chief Executive Officer of the Company. In the action,
plaintiffs  allege that, in October 1997,  they  purchased an aggregate  889,000
shares of the Company's  common stock for gross  proceeds of $919,495 based upon
certain statements made to one of the plaintiffs. Plaintiffs further allege that
such statements were intentional  misrepresentations  of material fact that were
designed to deceive  plaintiffs as to the Company's true financial  state and to
induce the  plaintiffs  to invest in the Company.  Plaintiffs  seek  recision of
their  investment and a return of their purchase price and certain other relief.
The  Company  believes  that  these  claims  are  without  merit and  intends to
vigorously defend itself in this action. The Company has filed an answer in this
action denying the plaintiffs'  allegations and asserting  affirmative defenses,
including that the plaintiffs'  subscription  agreements bar plaintiffs' claims,
and  asserting  counterclaims  that,  among other  things,  plaintiffs  breached
certain of the representations contained in their subscription agreements,  that
plaintiff  Altman  breached  his  fiduciary  duties  to  the  Company  and  that
plaintiffs'  violated  Section  13(d) of the Exchange Act by filing a materially
false and misleading Schedule 13D with respect to the Common Stock. In May 1998,
the Company was served with a reply to the counterclaims of the Company and Mark
E.  Leininger  in this  action  in which  the  plaintiffs  deny the  allegations
contained in the counterclaims.

     On February  13, 1998,  a summons and  complaint  was filed in the Superior
Court of New Jersey,  Essex  County  under the caption  Barry  Cinnamon and Lori
Kramer Cinnamon, suing derivatively on behalf of Software Publishing Corporation
Holdings,  Inc.  and its  shareholders,  and  Barry  Cinnamon  and  Lori  Kramer
Cinnamon,  individually, v. Software Publishing Corporation Holdings, Inc., Neil
M. Kaufman, Mark Leininger and John Does 1-10. Mr. Leininger is President, Chief
Operating  Officer and a director of the Company;  Mr.  Kaufman is a director of
the Company, the principal of Kaufman & Associates, LLC, counsel to the Company,
and was  Secretary  of the Company  from  December  1996 to December  1997;  Mr.
Cinnamon was Chairman of the Board, President and Chief Executive Officer of the
Company  until  December  19,  1997;  and Ms Kramer  Cinnamon was an officer and
director  of the Company  until 

<PAGE>

December  19,  1997.  To  date,  the  summons  and  complaint has been served on
the  Company and Mark E.  Leininger,  and has not been served on the other named
individual defendant or any of the other defendants.  In this action, plaintiffs
seek (i) the recision of the Settlement and General Release Agreement,  dated as
of December 19, 1998 (the "Cinnamon Settlement Agreement"),  between the Company
and each plaintiff and the License Agreement, dated as of December 19, 1998 (the
"Cinnamon  License  Agreement,"  and,  together  with  the  Cinnamon  Settlement
Agreement,  the "Cinnamon  Agreements"),  between the Company and Mr.  Cinnamon,
(ii)  payment  of the  full  amount  of  compensation  due  under  their  former
respective  employment  agreements  with the Company,  (iii) that Mr. Kaufman be
enjoined  from  continuing  to act as a director and officer of, and counsel to,
the Company,  (iv) that the Company be required to provide an "'opinion  letter'
as required by the  Securities  Exchange Act of 1934, as amended,  to permit the
sale of shares of stock held by the Cinnamons without restriction," (v) that the
Company be required to  immediately  register the stock held by  plaintiffs  and
(vi)  compensatory  and punitive  damages,  attorney's  fees,  and other relief.
Plaintiffs  seek such relief based upon their  allegations  that the  defendants
improperly caused the resignation of plaintiffs from their positions as officers
and  directors  of the  Company,  that Mr.  Kaufman  improperly  influenced  the
decision  of the  Board  of  Directors  to adopt  the  Company's  December  1997
restructuring plan (thereby rejecting Mr. Cinnamon's plans for the Company), and
that the Cinnamon  Agreements  were entered into by each plaintiff  under duress
and the coercion of defendants  (despite  plaintiffs  having been represented by
counsel in  connection  with  these  matters).  The  Company  believes  that the
plaintiff's  allegations  are without  merit,  and intends to vigorously  defend
itself in this action. In April 1998, the Company, Mark E. Leininger and Neil M.
Kaufman filed a motion to dismiss and for  attorneys  fees in this action on the
grounds that (a) the Cinnamon  Settlement  Agreement provides for arbitration in
New York, New York, of all disputes between the parties,  (b) the counts against
Messrs.  Kaufman and Leininger  should also be dismissed  based upon the release
provisions  contained in the Cinnamon  Settlement  Agreement,  (c) the Cinnamons
having couched some of their claims as shareholder  derivative  actions does not
preclude  dismissal  of the  complaint  and (d) the  defendants  are entitled to
recover  their  attorney  fees  related to the defense of this action  under the
terms of the Cinnamon Settlement Agreement.


7.   Subsequent Events.

     In April 1998,  the Company  retained Boru  Enterprises,  Inc.  ("Boru") to
provide  corporate  advisory  and  consulting  services  for a one year  term in
consideration of the Company's issuance to Boru of (a) 160,000 shares (the "Boru
Shares") of the common stock, par value $.001 per share (the "Common Stock"), of
the Company,  (b) a warrant (the "First Boru Warrant") to purchase 50,000 shares
of Common Stock, at an exercise price of $1.00 per share, and (c) a warrant (the
"Second Boru Warrant") to purchase 50,000 shares of Common Stock, at an exercise
price of $2.00 per share.  The Boru  Shares,  First Boru Warrant and Second Boru
Warrant are valued at an aggregate of $100,500.

     In April 1998, the Company sold (a) 1,000,000  shares of Common Stock,  (b)
warrants to purchase  550,000  shares of Common Stock,  at an exercise  price of
$.01 per share,  and (c) warrants to purchase 250,000 shares of Common Stock, at
an exercise  price of $.71875 per share,  to an  accredited  investor  for gross
proceeds of $500,000 in a private transaction.

     In April and May 1998, the Company sold an aggregate of 1,383,116 shares of
Common Stock to a total of nineteen investors (including directors, officers and
employees of the Company) for proceeds of $553,264 (net of sales  commissions of
$11,700) in private transactions.

     In April 1998, the Company agreed to issue 35,714 shares of Common Stock to
an  affiliate  of a  director  of the  Company  in  payment  of $20,000 of legal
services.




<PAGE>


Item 2.   Management's Discussion and Analysis or Plan of Operation.

     Statements  contained in this Quarterly  Report on Form 10-QSB that are not
based upon historical fact are  "forward-looking  statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Forward-looking statements included
in this Form 10-QSB  involve known and unknown  risks,  uncertainties  and other
factors which could cause actual results,  performance  (financial or operating)
or achievements  expressed or implied by such forward looking  statements not to
occur or be realized.  Such forward looking statements  generally are based upon
the best  estimates  by Software  Publishing  Corporation  Holdings,  Inc.  (the
"Company") of future  results,  performance or  achievement,  based upon current
conditions and the most recent results of operations. Forward-looking statements
may be  identified  by the use of  forward-looking  terminology  such as  "may,"
"will," "expect," "believe,"  "estimate,"  "anticipate,"  "continue," or similar
terms, variations of those terms or the negative of those terms.

     The  Company  acquired  three  operating  software  companies  in 1996  and
conducted a  restructuring  of its  management  and  operations in late 1997 and
early 1998 with the expectation that such  transactions and  restructuring  will
result in long-term  strategic  benefits.  The realization of these  anticipated
benefits will depend in part on whether the cost savings intended to be realized
from the  restructuring  can be  achieved.  While the Company has  substantially
implemented its integration and restructuring  plans,  there can be no assurance
that  the  expected  long-term   strategic  benefits  of  the  acquisitions  and
restructuring will be realized.

     Additional potential risks and uncertainties  include,  among other things,
such factors as the overall level of business and consumer spending for computer
software,  the market acceptance and amount of sales of the Company's  products,
the extent that the Company's direct mail programs achieve satisfactory response
rates, the efficiency of the Company's telemarketing operations, the competitive
environment  within the  computer  software  and  direct  mail  industries,  the
Company's  ability to raise  additional  capital,  the ability of the Company to
continue  to  implement  its  reorganization  plan  efficiently  and achieve the
anticipated results therefrom,  the  cost-effectiveness of the Company's product
development  activities,  the  extent  to which the  Company  is  successful  in
developing,  acquiring or licensing successful  products,  and other factors and
information disclosed and discussed in this "Item 2. Management's Discussion and
Analysis  or Plan of  Operation"  and in other  sections  of this  Form  10-QSB.
Readers of this Form 10-QSB should carefully consider such risks,  uncertainties
and other  information,  disclosures  and discussions  which contain  cautionary
statements  identifying  important  factors that could cause  actual  results to
differ materially from those provided in the forward looking statements.

General

     The  Company is an  international  developer,  publisher  and  supplier  of
proprietary computer software applications primarily targeted towards the visual
communications market segment through desktop publishing,  presentation graphics
and business  productivity  software  for the  corporate  and small  office/home
office ("SOHO")  markets.  The Company's  products produce documents through its
easy-to-use desktop publishing,  drawing and presentation graphics applications,
and also improve the  graphical  appeal and overall  effectiveness  of documents
produced  by  either  the  Company's  or  third  parties'  desktop   publishing,
presentation  graphics,  web page,  e-mail,  word  processing  and other similar
applications.  The Company currently offers seventeen products,  primarily Serif
PagePlus  and Harvard  Graphics , that  operate on the  Windows  95,  Windows NT
Windows  3.1  and  DOS  operating   systems  for  IBM  personal   computers  and
compatibles.  The Company has  established a multi-channel  distribution  system
utilizing direct mail,  telemarketing,  retail, corporate and OEM sales channels
and also  disseminates  its software  programs  over the  Internet.  The Company
currently derives substantially all of its net sales from products sold directly
to end-users by its direct mail and  telemarketing  centers,  and to  retailers,
distributors and corporate purchasers by its internal corporate and retail sales
force and independent sales representatives.

     In July 1996, the Company  acquired  Serif Inc. and Serif (Europe)  Limited
(collectively,   the  "Serif  companies"),   which  significantly  expanded  the
Company's  product line to include desktop  publishing titles Serif PagePlus and
Serif DrawPlus,  among others. In December 1996, the Company acquired all of the
outstanding  capital  stock of Software  Publishing  Corporation  ("SPC"),  as a
result of which the  Company's  product line  expanded  further to include SPC's
presentation  graphics and other visual communications and business productivity
software products.  The Company 

<PAGE>

continues   to   operate  the  Serif   companies   and   SPC   as   wholly-owned
subsidiaries.  Since January 1998, the operations of SPC have been significantly
reduced.

     North America and international net revenues for the Company's  three-month
periods ending March 31, 1998 and 1997, were as follows:

<TABLE>
<CAPTION>
                                                      Three Months Ended March 31,
                                                    1998                         1997
                                                $           %                  $         %
<S>                                         <C>            <C>            <C>           <C>
North America . . . . . . . . . . .         $ 1,875,219    48             $ 1,872,165   47
International . . . . . . . . . . .           2,048,227    52               2,078,087   53
Total net revenues. . . . . . . . .         $ 3,923,446    100  $           3,950,252   100
</TABLE>

     The Company  believes  that end users are  continuing  to migrate  from the
Windows 3.1 to the  Windows 95 and  Windows NT  platforms  and  potentially  may
migrate to the anticipated Windows 98 and/or to Internet computing.  The Company
expects increased competition,  including price competition,  in the Windows 95,
Windows NT and  Windows  3.1  markets in the  future.  Several of the  Company's
competitors  have  introduced  suites of products  which  include  products that
directly  compete with the Company's  products.  These suites of products may be
bundled with other office software programs by the same or other competitors, or
are  distributed  at no charge or are included as part of the operating  system.
The Company  believes these offerings of product suites have adversely  affected
net  revenues,  and will  continue to adversely  affect  sales of the  Company's
products in the future as the individual  products within the suites continue to
gain  increased  levels of  inter-operability  and  functionality.  The  Company
currently does not offer a suite of general  purpose office  products;  however,
the Company  currently  offers one suite of  products,  Serif  Publishing  Power
Suite,  as well as products that  complement  competitive  suite  products.  The
Company believes that in order to increase its net revenues, it must continue to
expand  its  direct  marketing  and  telemarketing  operations,   introduce  new
marketing  strategies  and continue to introduce new  technologies  and products
through   strategic   alliances,   acquisitions,   licensing   or   distribution
arrangements or internal development.  Any inability or delay in executing these
strategies,  difficulties  encountered in introducing  new products or marketing
programs,  or failures of the Company's  current and future  products to compete
successfully  with products  offered by competitors,  could adversely affect the
Company's net revenues and profitability.

Results of Operations

     Three Month Period Ended March 31, 1998  Compared to the Three Month Period
Ended March 31, 1997

     Net Sales.  Net sales remained  essentially  flat in the three month period
ended March 31, 1998 at $3,923,446, as compared to $3,950,252 in the three month
period ended March 31, 1997. However,  direct sales increased from approximately
$2,636,000 in the 1997 period to $3,206,000 in the 1998 period, as the Company's
restructuring and focus on direct sales was implemented.  In addition, the three
months  ended March 31,  1997  included  the  introduction  of the  ActiveOffice
product,  while there were no retail product  introductions  in the three months
ended March 31, 1998. The Company provided in the three month period ended March
31,  1998 for  returns  at  approximately  4% of  gross  sales  as  compared  to
approximately  22% in the three month period ended March 31, 1997 due to a shift
from primarily  retail sales to more direct  channels,  which have  historically
exhibited fewer returns than the retail sales channels.

     Cost of Goods  Sold.  Cost of goods sold  increased  approximately  1% from
$952,000 in the three month period ended March 31, 1997 to $958,000 in the three
month period ended March 31, 1998, as a result of higher sales volumes of higher
cost  product.  As a  percentage  of net sales,  cost of goods sold  remained at
approximately  24% of net sales in the three month  periods ended March 31, 1998
and 1997. Cost of goods sold consists primarily of product costs,  royalties and
inventory allowances for damaged and obsolete products. Product costs consist of
the costs to purchase the underlying materials and print both boxes and manuals,
media costs (CD-ROMs and other media) and assembly.

     The  Company's  gross  margins  and  operating  income may be  affected  in
particular  periods  by the  timing of  product  introductions  and  promotional
pricing  and  rebate  offers,  as well as by  return  privileges  and  marketing
promotions  in connection  with new product  introductions  and upgrades.  These
promotions  may have a negative  influence on average  

<PAGE>

selling   prices  and  gross  margins.  Gross  margins  have also been,  and may
continue to be,  adversely  affected by  competitive  pricing  strategies in the
industry as a whole, including competitive upgrade pricing, the OEM business and
alternative licensing arrangements.

     Selling,  General  and  Administrative   Expenses.   Selling,  general  and
administrative  expenses  decreased  by  approximately  $1,518,000  or 36%  from
$4,163,000  in the three month period ended March 31, 1997 to  $2,644,000 in the
three month period March 31, 1998 primarily as a result of the implementation of
the Company's 1997  restructuring  program,  which  significantly  reduced these
costs by, among other things, closing the Company's San Jose, California office.

     The Company establishes  several of its marketing  expenditure levels based
on expected net revenues.  If orders and  shipments do not occur when  expected,
expenditure  levels  could be  disproportionately  high  compared to  recognized
revenues for the reported period,  and the Company's  operating results could be
adversely affected.  The Company  periodically  reviews and adjusts its variable
expenditure  levels based on actual sales volumes.  In the future, the Company's
net  revenues and  operating  results  could be adversely  affected by these and
other factors, such as delays in new product  introductions,  the mix of product
sales or distribution channels and customer choices regarding operating systems.

     Amortization  of Acquired  Software and Goodwill and  Depreciation.  In the
three month  period  ended March 31, 1998,  the Company  recorded  approximately
$611,000 in amortization of acquired  software and goodwill  associated with its
acquisitions  of Serif and SPC, a decrease  of  $173,000  or 22% as  compared to
$784,000 in the three-month  period ended March 31, 1997,  primarily as a result
of a write-off of goodwill in 1997.  Depreciation and amortization  decreased to
approximately  $39,000  in the three  month  period  ended  March 31,  1998 from
$83,000  for the three  month  period  ended March 31, 1997 due to a decrease in
depreciable  assets  resulting from the disposition of assets in connection with
the Company's 1997 restructuring.

     Product Development.  Product development expenses decreased  approximately
$501,000 or 66% from  $756,000 in the three month period ended March 31, 1997 to
$255,000 in the three month period ended March 31, 1998, principally as a result
of  the  Company's  reduction  in  research  and  development  personnel  in the
Company's  San Jose,  California  office in connection  with the Company's  1997
restructuring.  As a percentage of net sales, the Company's product  development
expenses were  approximately  7% in the three month period ended March 31, 1998,
compared to 19% in the three month period ended March 31, 1997.  All  internally
generated  development  costs have been  expensed  in the period  incurred.  The
Company intends to continue to acquire externally developed technology,  explore
strategic alliances and other methods of acquiring or licensing technology,  and
invest in certain  internal  development  projects,  including  the  updating of
existing products.  The Company believes that development  expenses may increase
in dollar  amount in the future,  although the  Company's  long-term  goal is to
reduce  product  development  costs as a  percentage  of sales.  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 or profitability.

     Other Income. Other income decreased from a net of approximately $90,000 in
the three month period ended March 31, 1997 to $60,000 in the three month period
ended March 31, 1998,  primarily  as a result of a reduction in interest  income
associated with a decrease in cash balance levels.


Liquidity and Capital Resources

     During the three-month  period ended March 31, 1998, the Company's cash and
cash equivalents decreased by approximately $662,000 from $2,587,000 at December
31,  1997 to  $1,925,000  at March  31,  1998,  primarily  as a result  of using
$593,000  in  operations,  $54,000 to pay  certain  debt and $16,000 to purchase
property and equipment.  The Company had a working capital deficit of $2,224,000
at March 31, 1998, a reduction of $96,000  from the  Company's  working  capital
deficit at  December  31,  1997,  which  resulted  primarily  from a decrease of
$875,000 in accrued  liabilities which more than offset increases of $370,000 in
accounts payable and $417,000 in accounts receivable.


<PAGE>

     In April and May 1998,  the Company sold an aggregate  2,383,116  shares of
Common Stock, and warrants to purchase an additional aggregate 800,000 shares of
Common  Stock,  to a total of twenty  investors,  including  certain  directors,
officers  and  employees  of the Company  and their  affiliates,  for  aggregate
proceeds of $1,053,264 (net of sales  commissions of $11,700).  The Company also
has  implemented a cost  reduction  program  relating to personnel and operating
expenses in connection with its 1997 restructuring. In addition, the Company has
a letter of credit  facility of $300,000  relating to certain lease  obligations
collateralized  by  $300,000  of  restricted  cash  and has a debt  facility  of
approximately  $200,000  with its primary bank in the United  Kingdom,  of which
$115,000 was  outstanding at March 31, 1998. The Company  intends to continue to
pursue a possible offering of its equity or debt securities;  however, there can
be no  assurance  that the Company  will be  successful  in  completing  such an
offering. The Company believes that its existing cash and cash equivalents, cash
generated from operations,  if any, and the proceeds from the April and May 1998
sale  of  Company   securities  should  be  sufficient  to  meet  its  currently
anticipated liquidity and capital expenditure requirements for at least the next
approximately six to nine months. There can be no assurance,  however,  that the
Company will be successful in attaining its sales goals, nor that attaining such
goals will have the desired effect on the Company's cash resources.

     The Company's operating  activities for the first three months of 1998 used
cash of  approximately  $593,000  primarily  related  to costs  associated  with
development, sales and marketing the Company's products, an increase in accounts
receivable and a reduction of accrued expenses.  The Company intends to continue
to utilize its working  capital in 1998 for product  development,  marketing and
advertising,  to finance the higher level of inventory  and accounts  receivable
necessary to support an anticipated increase in sales, for capital expenditures,
including  the  purchase of computer  equipment,  and for  internal and external
software  development.  However,  the  Company's  cash  requirements  may change
depending upon numerous  factors,  including,  without  limitation,  the need to
finance  the  licensing  or  acquisition  of  third  party  software  as well as
increased  inventory and accounts  receivable arising from the sale and shipment
of new products.

     In the three-month  period ended March 31, 1998,  approximately  52% of the
Company's  total sales were  generated  outside the United  States.  The Company
expects this  pattern to continue as it  continues  to expand its foreign  sales
operations.  The  Company's  exposure  to foreign  currency  gains and losses is
partially  mitigated as the Company incurs  operating  expenses in the principal
foreign  currency in which it invoices foreign  customers.  As of March 31, 1998
the Company had no foreign exchange contracts outstanding. The Company's foreign
exchange  gains and losses may be  expected to  fluctuate  from period to period
depending upon the movement in exchange rates.

     In June 1994,  SPC sold its  Superbase  product  line to Computer  Concepts
Corporation ("CCC") (NASDAQ:  CCEE) for shares of CCC's restricted common stock.
As of March 31, 1998, SPC owned 125,000 shares of common stock of CCC which were
sold in April 1998 for gross proceeds of approximately $53,000.

Seasonality

     The computer  software  market is  characterized  by  significant  seasonal
swings in demand,  which  typically  peak in the fourth quarter of each calendar
year. The seasonal pattern is due primarily to the increased demand for software
during the  year-end  holiday  buying  season and reduced  retail and  corporate
demand for business  software during the European summer  vacation  period.  The
Company expects its net sales and operating  results to continue to reflect this
seasonality.  The Company's revenues may also experience  substantial variations
as a result of a number of factors,  such as consumer and  business  preferences
and  introduction of competing  titles by  competitors,  as well as limited time
promotional  pricing  offers.  There can be no  assurance  that the Company will
achieve consistent growth or profitability on a quarterly or annual basis.

Inflation

     The Company believes that inflation has generally not had a material impact
on its operations.

<PAGE>

                           PART II - OTHER INFORMATION


Item 1.   Legal Proceedings.

     Reference is hereby made to Item 3 of the  Company's  Annual Report on Form
10-KSB,  for the fiscal  year ended  December  31,  1997,  filed  April 15, 1997
(Commission File No.: 1-14076),  and to the references therein, for a discussion
of all material  pending  legal  proceedings  to which the Company or any of its
subsidiaries are parties.

     In May 1998,  the Company was served with a reply to the  counterclaims  of
the Company and Mark E.  Leininger  in the action  titled  Howard  Milstein  and
Ronald  Altman  v.  Software  Publishing  Corporation  Holdings,  Inc.,  Mark E.
Leininger and Barry A.  Cinnamon in which the  plaintiffs  deny the  allegations
contained in the counterclaims.

     In April 1998,  the Company,  Mark E. Leininger and Neil M. Kaufman filed a
motion to dismiss and for attorneys fees in the action titled Barry Cinnamon and
Lori  Kramer  Cinnamon,  suing  derivatively  on behalf of  Software  Publishing
Corporation  Holdings,  Inc. and its  shareholders,  and Barry Cinnamon and Lori
Kramer Cinnamon,  individually,  v. Software  Publishing  Corporation  Holdings,
Inc., Neil M. Kaufman, Mark Leininger and John Does 1-10 on the grounds that (a)
the  Settlement  and  General  Release  Agreement  between  the  Company and the
Cinnamons (the "Release  Agreement")  provides for  arbitration in New York, New
York,  of all  disputes  between the  parties,  (b) the counts  against  Messrs.
Kaufman and Leininger should also be dismissed based upon the release provisions
contained in the Release  Agreement,  (c) the Cinnamons  having  couched some of
their claims as shareholder  derivative  actions does not preclude  dismissal of
the complaint and (d) the defendants are entitled to recover their attorney fees
related to the defense of this action under the terms of the Release Agreement.


Item 2.   Changes in Securities and Use of Proceeds.

     In February  1998,  the Company  issued an aggregate of 31,847  shares (the
"BizEd  Shares") of the common  stock,  par value  $.001 per share (the  "Common
Stock"),  of the Company to BizEd, Inc. and a designee of BizEd, Inc. in payment
for the  acquisition  of certain  software  which was accrued as a liability  in
1996.  The  issuance of the BizEd Shares was a private  transaction  exempt from
registration under Section 4(2) of the Securities Act.

     In  March  1998,   the  Company   authorized   100,000   shares  of  Junior
Participating  Preferred Stock,  Series A, par value $.001 per share. The Junior
Preferred Stock has preferential  voting,  dividend and liquidation  rights over
the  Common  Stock.  On  March  31,  1998,  the  Company   declared  a  dividend
distribution,  payable  April 30, 1998, of one Preferred  Share  Purchase  Right
("Right") on each share of Common Stock. Each Right, when exercisable,  entitles
the registered holder thereof to purchase from the Company one one-thousandth of
a share of Junior Preferred Stock at a price of $1.00 per one  one-thousandth of
a share (subject to adjustment).  The one  one-thousandth of a share is intended
to be the  functional  equivalent of one share of the Common  Stock.  The Rights
will not be  exercisable  or  transferable  apart from the Common Stock until an
Acquiring  Person,  as defined in the  Rights  Agreement,  dated as of March 31,
1998,  between the Company and American Stock Transfer & Trust Company,  without
the prior consent of the Company's  Board of Directors,  acquires 20% or more of
the voting  power of the Common  Stock or  announces  a tender  offer that would
result in 20% ownership.  The Company is entitled to redeem the Rights, at $.001
per Right,  any time before a 20%  position has been  acquired or in  connection
with certain transactions  thereafter  announced.  Under certain  circumstances,
including the acquisition of 20% of the Common Stock,  each Right not owned by a
potential  Acquiring Person will entitle its holder to purchase,  at the Right's
then-current  exercise  price,  shares of Common  Stock having a market value of
twice the  Right's  exercise  price.  Holders of a Right will be entitled to buy
stock of an Acquiring  Person at a similar discount if, after the acquisition of
20% or more of the Company's  voting power,  the Company is involved in a merger
or other  business  combination  transaction  with  another  person in which its
common shares are changed or converted,  or the Company sells 50% or more of its
assets or earning power to another person. The Rights expire on April 20, 2008.

     In April 1998,  the Company  retained Boru  Enterprises,  Inc.  ("Boru") to
provide  corporate  advisory  and  consulting  services  for a one year  term in
consideration of the Company's issuance to Boru of (a) 160,000 shares (the "Boru

<PAGE>

Shares") of Common Stock,  (b) a warrant (the "First Boru  Warrant") to purchase
50,000 shares of Common Stock, at an exercise price of $1.00 per share,  and (c)
a warrant (the "Second Boru Warrant") to purchase 50,000 shares of Common Stock,
at an exercise price of $2.00 per share. The Boru Shares, First Boru Warrant and
Second Boru Warrant are valued at an aggregate of $100,500.  The issuance of the
Boru  Shares,  First  Boru  Warrant  and  Second  Boru  Warrant  was  a  private
transaction exempt from registration under Section 4(2) of the Securities Act.

     In April 1998, the Company sold (a) 1,000,000  shares of Common Stock,  (b)
warrants to purchase  550,000  shares of Common Stock,  at an exercise  price of
$.01 per share,  and (c) warrants to purchase 250,000 shares of Common Stock, at
an exercise  price of $.71875 per share,  to an  accredited  investor  for gross
proceeds of $500,000 in a private  transaction  exempt from  registration  under
Section 4(2) of the  Securities  Act and Rule 506 of  Regulation  D  promulgated
thereunder.

     In April 1998, the Company agreed to issue 35,714 shares of Common Stock to
Kaufman &  Associates,  LLC,  in payment of $20,000 of legal  services.  Neil M.
Kaufman,  the  principal  of Kaufman &  Associates,  LLC,  is a director  of the
Company.

     In April and May 1998, the Company sold an aggregate of 1,383,116 shares of
Common Stock to sixteen  accredited  investors  (including  five  directors  and
executive  officers of the Company and the spouse of a director of the  Company)
and three  non-accredited  investors (including two employees of the Company and
an affiliate of a director of the Company)  (collectively,  the "April/May  1998
Investors")  for proceeds of $553,264 (net of sales  commissions  of $11,700) in
private  transactions  exempt  from  registration  under  Section  4(2)  of  the
Securities Act and Rule 506 of Regulation D promulgated thereunder.


Item 3.   Defaults Upon Senior Securities.

     None.


Item 4.   Submission of Matters to a Vote of Security Holders.

     None.


Item 5.   Other Information.

     None.


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

(a)  Exhibits.

     Set forth below are all exhibits to this Quarterly Report on Form 10-QSB.

Exhibit
Number    Description

10.53     Warrant,  dated April 7, 1998,  registered  in the name of Boru
          Enterprises,  Inc.,  with  respect to 50,000  shares of Common  Stock.
10.54     Warrant,  dated April 7, 1998,  registered  in the name of Boru
          Enterprises,  Inc.,  with  respect to 50,000  shares of Common  Stock.
10.55     Form of Subscription  Agreement,  dated April 28, 1998,  between
          the Company and The Whitehaven Group, LLC. 

<PAGE>

10.56     Warrant,  dated  April  28, 1998,  registered  in  the  name  of   The
          Whitehaven Group, LLC, with respect to 550,000 shares of Common Stock.
10.57     Warrant,  dated  April   28, 1998,  registered  in  the  name  of  The
          Whitehaven Group, LLC, with respect to 250,000 shares of Common Stock.
10.58     Form of Subscription Agreement,  each executed  between  April 29, and
          May  6,  1998,  between  the Company  and each of the  April/May  1998
          Investors.
10.59     Letter  Agreement,  dated April 28, 1998, between the Company and M.S.
          Farrell & Co., Inc.
27        Financial Data Schedule.

(b) Reports on Form 8-K.

     On December 30, 1997,  the Company filed a Current Report on Form 8-K (Date
of Report:  December  19,  1997)  with the  Commission  reporting,  as an Item 5
disclosure,  the  restructuring of the Company's  operations and management.  No
financial  statements were required to be or were filed with this Form 8-K. This
Form 8-K was amended by Amendment No. 1 on Form 8-K/A, filed with the Commission
on January 9, 1998.

     On February 13, 1998 the Company  filed a Current  Report on Form 8-K (Date
of Report:  February  11,  1998)  with the  Commission  reporting,  as an Item 4
disclosure,  the change in the Company's auditors.  This Form 8-K was amended by
Amendment No.1 on Form 8-K/A filed with the Commission on February 17, 1998.



<PAGE>


                                   SIGNATURES

     In accordance with the requirements of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                                SOFTWARE PUBLISHING
                                            CORPORATION HOLDINGS, INC.



Dated:  May 12, 1998                      By: /s/ Mark E. Leininger
                                                  Mark E. Leininger
                                          President and Chief Executive Officer
                                           (Principal Executive Officer)


Dated:  May 12, 1998                      By: /s/ Kevin D. Sullivan
                                                  Kevin D. Sullivan
                                         Vice President - Finance, Treasurer and
                                                  Chief Financial Officer
                                               (Principal Financial Officer)

<PAGE>


                 SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC.

                                   FORM 10-QSB
                          Quarter Ended March 31, 1998

                                  EXHIBIT INDEX

Exhibit
Number    Description

10.53     Warrant,  dated April 7, 1998,  registered  in the name of Boru
          Enterprises,  Inc.,  with  respect to 50,000  shares of Common  Stock.
10.54     Warrant,  dated April 7, 1998,  registered  in the name of Boru
          Enterprises,  Inc.,  with  respect to 50,000  shares of Common  Stock.
10.55     Form of Subscription  Agreement,  dated April 28, 1998,  between
          the Company and The Whitehaven Group, LLC. 
10.56     Warrant,  dated  April  28, 1998,  registered  in  the  name  of   The
          Whitehaven Group, LLC, with respect to 550,000 shares of Common Stock.
10.57     Warrant,  dated  April   28, 1998,  registered  in  the  name  of  The
          Whitehaven Group, LLC, with respect to 250,000 shares of Common Stock.
10.58     Form of Subscription Agreement,  each executed  between  April 29, and
          May  6,  1998,  between  the Company  and each of the  April/May  1998
          Investors.
10.59     Letter  Agreement,  dated April 28, 1998, between the Company and M.S.
          Farrell & Co., Inc.
27        Financial Data Schedule.