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 June 30, 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:  3,910,049 shares of Common
Stock as of August 13, 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 June 30, 1998 
     (Unaudited) and December 31, 1997 . . . . . . . . . . . . . . .          3
Condensed Consolidated Statements of Operations for the Three 
     and Six Months Ended June 30, 1998 and 1997 (Unaudited) . . . .          4
Condensed Consolidated Statement of Changes in Stockholders' 
     Equity for the Six Months Ended June 30, 1998 (Unaudited) . . .          5
Condensed Consolidated Statements of Cash Flows for the Three
     and Six Months Ended June 30, 1998 and 1997 (Unaudited) . . . .          6
Notes to Condensed Financial Statements. . . . . . . . . . . . . . .          7


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>

                                                               June 30,               December 31,
                                                                 1998                    1997
                                                             (Unaudited)                (Note)

                                     ASSETS
Current assets:
<S>                                                           <C>                    <C>        
 Cash and cash equivalents . . . . . . . . . . .              $2,088,500             $ 2,586,753
 Marketable securities . . . . . . . . . . . . .                      --                 173,600
 Accounts receivable, net. . . . . . . . . . . .               1,497,943               1,324,102
 Inventories . . . . . . . . . . . . . . . . . .                 610,640                 567,336
 Prepaid expenses and other current assets . . .                 333,775                 329,591
                                                              ----------              ----------
      Total current assets . . . . . . . . . . .               4,530,858               4,981,382
Property and equipment, net. . . . . . . . . . .                 448,349                 568,888
Acquired software, net . . . . . . . . . . . . .               3,295,584               4,446,750
Goodwill, net. . . . . . . . . . . . . . . . . .                 231,086                 268,559
Restricted cash. . . . . . . . . . . . . . . . .                 300,000                 300,000
Other assets . . . . . . . . . . . . . . . . . .                  80,023                  63,923
                                                              ----------              ----------

      Total assets . . . . . . . . . . . . . . .              $8,885,900             $10,629,502
                                                              ----------              ----------


                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
 Accounts payable. . . . . . . . . . . . . . . .       $       3,355,715             $ 3,015,198
 Accrued liabilities . . . . . . . . . . . . . .               2,074,344               4,112,267
 Current portion of long-term debt . . . . . . .                 150,877                 173,866
                                                              ----------              ----------
      Total current liabilities. . . . . . . . .               5,580,936               7,301,331
Long-term debt, less current maturities. . . . .                 103,750                 184,765
                                                              ----------              ----------
      Total liabilities. . . . . . . . . . . . .               5,684,686               7,486,096
                                                              ----------              ----------
Commitments and contingencies. . . . . . . . . .                      --                      --
Stockholders' equity:
 Serial Preferred Stock, authorized 1,939,480 shares: 
     none issued and outstanding . . . . . . . .                      --                      --
 Class B Voting Preferred Stock, Series A, 60,520 shares
   authorized, none issued and outstanding . . .                      --                      --
 Common stock, par value $.001 per share, authorized 
     30,000,000 shares: issued and outstanding 3,910,049
     shares in 1998 and 3,003,767 shares in 1997                   3,910                   3,004
Additional paid-in capital . . . . . . . . . . .              44,226,768              42,971,820
Accumulated deficit. . . . . . . . . . . . . . .             (41,029,464)            (39,831,418)
                                                              ----------              ----------
      Total stockholders' equity . . . . . . . .               3,201,214               3,143,406
                                                              ----------              ----------
      Total liabilities and stockholders' equity              $8,885,900             $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.
</FN>
</TABLE>


                  See notes to condensed financial statements.

<PAGE>


        SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                             Three Months Ended                       Six Months Ended
                                                  June 30,                                June 30,
                                           1998              1997                   1998            1997
                                                            (Note)                                 (Note)

<S>                                     <C>               <C>                   <C>              <C>        
Net sales. . . . . . . . . . . .        $ 4,079,533       $ 4,144,311           $ 8,002,979      $ 8,094,563
Cost of goods sold . . . . . . .            745,657           827,603             1,703,301        1,779,369
                                        ------------      ------------          ------------     -----------
     Gross profit. . . . . . . .          3,333,876         3,316,708             6,299,678        6,315,194

Selling, general and administrative
 expenses. . . . . . . . . . . .         (2,768,421)       (3,565,436)           (5,412,663)      (7,728,016)
Amortization of acquired software and
 goodwill and depreciation . . .           (717,012)         (822,618)           (1,366,849)      (1,689,537)
Product development. . . . . . .           (517,324)         (890,526)             (772,577)      (1,646,738)
Other income (expense) - net . .             (5,273)           18,633                54,365          108,257
                                        ------------      ------------          ------------     -----------
 Loss before income tax benefit.           (674,154)       (1,943,239)           (1,198,046)      (4,640,840)
Income tax benefit . . . . . . .             44,971                --                    --               --
                                        ------------      ------------          ------------     -----------
 Net loss . . . . . . . . . . .         $  (629,183)      $(1,943,239)          $(1,198,046)     $(4,640,840)
                                        ------------      ------------          ------------     -----------

Net loss per common share:
 Net loss per common share -
   basic and diluted. . . . . .         $      (.18)      $      (.72)          $      (.36)     $     (1.74)
                                        ------------      ------------          ------------     -----------
 Weighted average number of
   common shares outstanding -
   basic and diluted. . . . . .           3,576,425         2,683,474             3,296,956        2,663,969
                                        ------------      ------------          ------------     -----------


<FN>
Note:     Net loss per common share and weighted average number of common shares
          outstanding for all periods presented  have been  adjusted  to reflect
          the Company's  one-for-three  (1:3) reverse stock split made effective
          May 27, 1998.
</FN>
</TABLE>


                  See notes to condensed financial statements.


<PAGE>


         SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC. AND SUBSIDIARIES

            CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                                                        Additional                               Total
                                                Common Stock              Paid-In            Accumulated      Stockholders'
                                               $.001 Par Value            Capital              Deficit           Equity
                                               ---------------          ----------           -----------      -------------
                                             Shares      Amount
                                             (Note)

<S>                                          <C>         <C>            <C>                  <C>                <C>       
Balance at December 31, 1997 . . . . . . .   3,003,767   $ 3,004        $42,971,820          $(39,831,418)      $3,143,406
Issuance of common stock in payment of
   liability in connection with business
   combination . . . . . . . . . . . . . .      10,616        11             31,239                                 31,250
Issuance of common stock in payment of
   of liabilities for services in connection
   with business combinations. . . . . . .      27,299        27             49,112                                 49,139
Issuance of common stock in payment of
   liabilities for services. . . . . . . .      20,670        21             36,697                                 36,718
Issuance of common stock and warrants for
   services rendered . . . . . . . . . . .      53,333        53            100,447                                100,500
Sale of common stock and warrants. . . . .     333,333       333            499,667                                500,000
Sale of common stock in private
   placement - net . . . . . . . . . . . .     461,031       461            537,786                                538,247
Net loss . . . . . . . . . . . . . . . . .                                                     (1,198,046)      (1,198,046)
                                             ----------  -------        ------------          ------------      ------------
Balance at June 30, 1998 . . . . . . . . .   3,910,049   $ 3,910        $44,226,768           $(41,029,464)     $3,201,214
                                             ----------  -------        ------------          ------------      ------------


<FN>
Note:     The balance  at  December  31, 1997  and all issuances of common stock
          through June 30, 1998 have been  adjusted  to  reflect  the  Company's
          one-for-three (1:3) reverse stock split made effective May 27, 1998.
</FN>
</TABLE>


                  See notes to condensed financial statements.


<PAGE>


         SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                               For the Six Months Ended June 30,
                                               ---------------------------------
                                                  1998                 1997

Operating activities
<S>                                          <C>                    <C>         
Cash (used in) from operations . . . . . .   $(1,410,925)           $(6,239,217)
                                             ------------           ------------
Investment activities
Purchase of property and equipment . . . .       (21,571)              (457,348)
Proceeds from sale of short term
  investments. . . . . . . . . . . . . . .            --              4,840,546
                                             ------------           ------------
                                                 (21,571)             4,383,198
                                             ------------           ------------

Financing activities
Proceeds from sale of common stock . . . .     1,038,247                     --
Repayment of notes . . . . . . . . . . . .      (104,004)            (1,805,273)
                                             ------------           ------------
                                                 934,243             (1,805,273)
                                             ------------           ------------

Net (decrease) in cash . . . . . . . . . .      (498,253)            (3,661,292)
Cash at beginning of period. . . . . . . .     2,586,753              6,483,454
                                             ------------           ------------
Cash at end of period. . . . . . . . . . .   $ 2,088,500            $ 2,822,162
                                             ------------           ------------


Supplemental disclosure of non-cash financing and investing activities:

Common stock issued in payment of 
   liabilities . . . . . . . . . . . . . .   $   107,107            $        --
                                             ------------           ------------

Common stock issued for services . . . . .   $   110,500            $        --
                                             ------------           ------------
</TABLE>

                  See notes to condensed financial statements.

<PAGE>


         SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED 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 and six month periods ended June
30, 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 and
six month periods ended June 30, 1998 and 1997 since they were anti-dilutive.


4.   Inventories.

     Inventories consist principally of finished goods.



<PAGE>
5.   Stockholders' Equity.

     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.

     On May 26,  1998,  the  stockholders  of the  Company  granted the Board of
Directors  of the  Company  authority  to amend  the  Company's  Certificate  of
Incorporation to authorize either a one-for-two  (1:2),  one-for-three  (1:3) or
one- for-five  (1:5) reverse  stock split of the Common  Stock.  Following  such
stockholder action, the Company's Board of Directors  authorized a one-for-three
(1:3) reverse  stock split (the  "Reverse  Stock Split") of the Common Stock and
directed that a Certificate of Amendment of the Certificate of  Incorporation of
the Company (the  "Certificate  of  Amendment")  effectuating  the Reverse Stock
Split  be filed  with the  Delaware  Secretary  of  State.  The  Certificate  of
Amendment  was filed with the Delaware  Secretary  of State on May 27, 1998.  In
accordance  with the  Certificate  of Amendment,  the Reverse Stock Split became
effective  as of the close of business  on May 27,  1998.  Giving  effect to the
Reverse Stock Split,  the  Company's net loss per share - basic and diluted,  as
restated, was $.19 and $1.02 per share for the quarters ended March 31, 1998 and
1997, respectively,  and $3.57 and $22.44 per share for the years ended December
31, 1997 and 1996, respectively.

6.   Pending Legal Matters

     The  action  commenced  by the  Company's  former  Chairman  of the  Board,
President and Chief Executive Officer and his spouse, also a former director and
officer of the Company, has been dismissed with prejudice.

     The  action  commenced  by  certain  purchasers  of  Common  Stock  seeking
recession  of their  aggregate  $919,495  investment  in the Company and certain
other relief, and in which the Company has made certain counterclaims, is in the
discovery stage.


<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.  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,
graphics/drawing 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 sixteen  products,  primarily Serif
PagePlus  and Harvard  Graphics , that  operate on the  Windows 98,  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. The Company anticipates to commence
selling certain computer hardware and digital imaging equipment  manufactured by
third parties through the Company's direct mail sales channel.

     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
and six month periods ending June 30, 1998 and 1997, were as follows:

<TABLE>
<CAPTION>
                               Three Months Ended June 30,                 Six Months Ended June 30,
                          1998                           1997         1998                         1997
                          -----------------------------------         ---------------------------------
                            $        %         $          %             $        %        $         %
                          -----------------------------------         ---------------------------------
<S>                    <C>          <C>    <C>           <C>       <C>          <C>   <C>          <C> 
North America . .      $1,955,375   47.9   $1,902,380    45.9      $3,830,594   47.9  $3,774,545   46.6
International . .       2,124,158   52.1    2,241,931    54.1       4,172,385   52.1   4,320,018   53.4
                       ----------   ----   ----------    ----      ----------   ----  ----------   ----
Total . . . . . .      $4,079,533   100.0  $4,144,311    100.0     $8,002,979   100.0 $8,094,563   100.0
</TABLE>

     The Company  believes  that end users are  continuing  to migrate  from the
Windows 3.1 to the  Windows 95 and  Windows 98  platforms  and  potentially  may
migrate to  Internet  computing.  The  Company  expects  increased  competition,
including  price  competition,  in the Windows 3.1,  Windows 95,  Windows 98 and
Windows NT 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.  The Company  believes that these  offerings of product
suites adversely affect 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 product suite, 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
develop  and  introduce  new  technologies  and  products   internally,   obtain
additional   technologies   and  products   through   strategic   alliances  and
acquisitions and introduce new marketing  strategies.  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 other vendors,  could adversely
affect the Company's  net revenues and  profitability.  The Company's  growth is
expected  to  require  increases  in  the  number  of the  Company's  employees,
expenditures  for new product  development,  the  acquisition of product rights,
sales and marketing expenses, and general and administrative expenses.

Results of Operations

     Three Month Period  Ended June 30, 1998  Compared to the Three Month Period
Ended June 30, 1997

     Net  Sales.  Net  sales  decreased  approximately  $65,000,  or 1.6%,  from
$4,144,000  in the three month period ended June 30, 1997 to  $4,080,000  in the
three month  period ended June 30, 1998  principally  as a result of an extended
Easter  vacation  period in Europe in the 1998  period,  which has  historically
resulted in lower sales  volume.  The Company  provided for returns in the three
month period ended June 30, 1998 at  approximately 9% of gross sales as compared
to 6% in the three  month  period  ended June 30, 1997 due to a shift in product
sales from direct channels to retail sales,  which  historically  have exhibited
higher returns than the direct sales channels.  As at June 30, 1998, the Company
had approximately $210,000 in confirmed back orders.

     Cost of Goods Sold. Cost of goods sold decreased  approximately $82,000, or
9.9%, from $828,000 in the three month period ended June 30, 1997 to $746,000 in
the three month period ended June 30, 1998, as a result of the Company's  effort
to reduce  product  costs through  changes in suppliers.  As a percentage of net
sales, cost of goods sold decreased from approximately 20.0% of net sales in the
three month  period ended June 30, 1997 to 18.3% of net sales in the three month
period ended June 30,  1998.  Cost of goods sold  consists  primarily of product
costs,  freight  charges,  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-ROM's  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,  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  ("SG&A") expenses decreased by approximately $797,000, or 22.4%,
from  $3,565,000  in the three month period ended June 30, 1997 to $2,768,000 in
the  three  month  period  ended  June 30,  1998,  primarily  as a result of the
implementation of the Company's  restructuring  program,  which included closing
the Company's San Jose, California office. Total selling expenses (not including
salaries)  decreased  approximately  $619,000,  or 27.2%, from $2,277,000 in the
three month period ended June 30, 1997 to  $1,658,000  in the three month period
ended  June 30,  1998,  primarily  as a result  of a  decrease  in the  level of
advertising  and sales  promotion  activities  within  the  retail  distribution
channels.

     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.
Depreciation and amortization  decreased to approximately  $717,000 in the three
month period ended June 30, 1998 from approximately $823,000 for the three month
period ended June 30, 1997 due to the elimination of certain goodwill in 1997.

     Product Development.  Product development expenses decreased  approximately
$373,000,  or 41.9%, from $891,000 in the three month period ended June 30, 1997
to $517,000  in the three month  period  ended June 30,  1998  principally  as a
result of the reduction in product  development  staff located in California and
the Company's shift in focus toward acquiring or licensing products developed by
third parties.  As a percentage of net sales, the Company's product  development
costs were approximately  12.7% in the three month period ended June 30, 1998 as
compared to 21.5% in the three month  period  ended June 30,  1997.  The Company
expects that  development  expenses will increase in dollar amount in the future
to the extent the  Company  expands its  development  activities,  although  the
Company's long-term goal is to continue to reduce product development costs as a
percentage  of sales.  All product  development  costs have been expensed in the
period incurred.

     Other (Income)  Expense.  Other (income)  expense  decreased from income of
approximately  $19,000  in the three  month  period  ended  June 30,  1997 to an
expense of $5,000 in the three month period  ended June 30, 1998  primarily as a
result of lower average cash balances during the 1998 period.

     Six Month Period Ended June 30, 1998 Compared to the Six Month Period Ended
June 30, 1997

     Net  Sales.  Net  sales  decreased  approximately  $92,000,  or 1.1%,  from
$8,095,000  in the six month period ended June 30, 1997 to $8,003,000 in the six
month  period  ended June 30, 1998  primarily  as a result of the longer  Easter
vacation period in 1998, which has historically  resulted in lower sales volume.
The Company  provided in the six month period ended June 30, 1998 for returns at
approximately 7% of gross sales as compared to 15% in the six month period ended
June 30, 1997,  due to a shift in product  sales in the quarter  ended March 31,
1998 from primarily  retail sales to more direct  channels,  which  historically
have exhibited fewer returns than the retail sales channels.

     Cost of Goods Sold. Cost of goods sold decreased  approximately $76,000, or
4.3%, from $1,779,000 for the six month period ended June 30, 1997 to $1,703,000
in the six month period  ended June 30, 1998  primarily as a result of decreased
sales volume and the Company's effort to reduce product costs through changes in
suppliers.  As a  percentage  of net sales,  cost of goods sold  decreased  from
approximately  22.0% in the six month period ended June 30, 1997 to 21.3% in the
six month period ended June 30, 1998.


<PAGE>

     Selling,  General  and  Administrative   Expenses.   Selling,  general  and
administrative  expenses decreased by approximately  $2,315,000,  or 30.0%, from
$7,728,000  in the six month period ended June 30, 1997 to $5,413,000 in the six
month  period  ended  June 30,  1998  primarily  as a result  of a  decrease  in
advertising  and  the  implementation  of  the  Company's  restructuring,  which
resulted in reduced  personnel costs of approximately  $500,000 and decreases in
rental  and  other  occupancy   costs,   partially  offset  by  an  increase  in
professional fees. General and administrative  expenses decreased  approximately
$344,000,  or 25.0%, from $1,375,000 in the six month period ended June 30, 1997
to  $1,031,000  in the six month  period  ended  June 30,  1998.  Total  selling
expenses (not including salaries) decreased approximately  $1,005,000, or 27.8%,
from $3,611,000 in the six month period ended June 30, 1997 to $2,606,000 in the
six month  period ended June 30,  1998,  primarily as a result of the  Company's
restructuring program.

     Amortization of Acquired Software and Goodwill and Depreciation. In the six
month period ended June 30, 1998, the Company recorded approximately  $1,367,000
in amortization of acquired  software and goodwill and depreciation  compared to
$1,690,000 incurred in the six month period ended June 30, 1997,  primarily as a
result of the elimination of certain goodwill in 1997.

     Product Development.  Product development expenses decreased  approximately
$874,000,  or 53.1%, from $1,647,000 in the six month period ended June 30, 1997
to $773,000 in the six month period ended June 30, 1998  principally as a result
of the  Company's  restructuring  program.  As a  percentage  of net sales,  the
Company's product  development costs decreased to approximately  9.7% in the six
month  period  ended June 30, 1998 as compared to 20.3% in the six month  period
ended June 30, 1997. The Company expects that development expenses will increase
in dollar amount in the future to the extent the Company expands its development
activities,  although  the  Company's  long-term  goal is to  continue to reduce
product  development  costs as a percentage of sales. All development costs have
been expensed in the period incurred.

     Other (Income) Expense.  Other income decreased  approximately  $54,000, or
49.8%,  from  $108,000 in the six month period ended June 30, 1997 to $54,000 in
the six month period ended June 30, 1998, primarily as a result of lower average
cash balances in the 1998 period.

Liquidity and Capital Resources

     During the six-month  period ended June 30, 1998,  the  Company's  cash and
cash equivalents decreased by approximately $498,000 from $2,587,000 at December
31,  1997 to  $2,089,000  at June  30,  1998,  primarily  as a  result  of using
$1,411,000 in  operations,  $104,000 to pay certain debt and $22,000 to purchase
property  and  equipment,  partially  offset by the sale of  Company  securities
during the three months ended June 30, 1998, with net proceeds to the Company of
$1,038,000.   The  Company  had  a  working  capital  deficit  of  approximately
$1,050,000  at June 30,  1998,  a reduction  of  $1,270,000  from the  Company's
working capital deficit at December 31, 1997, which resulted primarily from cash
used in operations, offset in part by the Company's sale of securities discussed
below.

     In April and May 1998,  the Company  sold an  aggregate  794,364  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  $1,038,247  (net of sales  commissions  of $11,700 and  expenses of
$15,000).  Also during the 1998 second quarter,  the Company issued an aggregate
101,302 shares of Common Stock in payment of liabilities  for services  rendered
and goods  supplied.  The Company  also  implemented  a cost  reduction  program
relating  to  personnel  and  operating  expenses  in  connection  with its 1997
restructuring.

     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  $300,000 with its primary bank in the United Kingdom,
of which  approximately  $255,000 was  outstanding at June 30, 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

<PAGE>

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 six months of 1998 used
cash of  approximately  $1,411,000  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 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 direct  marketing  programs and 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.  The Company  intends to continue to
seek  additional  working  capital  funding to expand certain  direct  marketing
programs.

     In the  six-month  period ended June 30, 1998,  approximately  52.1% 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 June 30, 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.
During the  three-month  period  ending June 30,  1998,  SPC sold its  remaining
125,000  shares  of  common  stock of CCC 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.  This  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 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.

Year 2000 Compliance Issues

     Many currently  installed  computer systems and software products are coded
to accept only two-digit entries in the date code field.  These date code fields
will need to accept four digit entries to distinguish twenty-first century dates
from twentieth  century  dates.  As a result,  in less than two years,  computer
systems and software  used by many  companies  may need to be upgraded to comply
with  such  "Year  2000"  requirements.   The  Company  is  in  the  process  of
implementing a review of issues  related to the Company's Year 2000  compliance.
This review is intended  to  determine  the effect of the turn of the century on
the  operability of the Company's  products,  internal and external  information
technology  ("IT") systems,  non-IT systems the Company  utilizes to conduct its
business  and  other  internal  and  external  processes  which may  impact  the
Company's  operations.  In  connection  with this  evaluation,  the Company also
intends to review the Company's  vendors and suppliers for Year 2000  compliance
and to effect changes where necessary.

     The Company  believes  that this review  process will be conducted in three
phases.  The first  phase is  anticipated  to  encompass  a review of all of the
Company's  products,  internal  and external  systems/processes  and vendors and

<PAGE>

suppliers for Year 2000 compliance.  The second phase is expected to correct all
items  identified  as  non-compliant  and  essential  to the  operations  of the
Company.  The third phase is  contemplated  to be a second review to ensure year
2000 compliance and interoperability of all systems/processes.

     The Company  anticipates  conducting its review with its current  resources
and expects that it has sufficient resources to complete the review process in a
timely manner. The Company has not determined, at this time, what total costs it
will  incur to  conduct  the  review  process  and to  implement  any  necessary
corrections.  The Company  has  identified  one IT system  which will need to be
replaced at a cost of approximately $25,000.

     The Company produces  application computer software and has determined that
the  products  it has  developed  within  the last  several  years are Year 2000
compliant. The Company is currently reviewing products sold by the Company prior
to 1994 for Year 2000 compliance.  The Company currently believes that it has no
liability concerning any of its products with respect to Year 2000 requirements.

     The Company does not know, at this time, of any product, process or system,
which, if found to be non-Year 2000 compliant, would have any significant impact
on the Company's business, financial condition or results of operations.


<PAGE>


                           PART II - OTHER INFORMATION


Item 1.   Legal Proceedings.

     Reference is hereby made to the Company's  Annual Report on Form 10-KSB for
the fiscal year ended December 31, 1997,  Item 3 (pages 11-12),  filed April 15,
1998,  the Company's  Quarterly  Report on Form 10-QSB,  Item 1 of Part II (page
13), filed May 13, 1998  (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.

     The  lawsuit  captioned  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 has  been  dismissed  with  prejudice.  Further,  Barry A.
Cinnamon,  the  former  Chairman  of the  Board,  Chief  Executive  Officer  and
President of the Company and a plaintiff in such action,  has sold all shares of
Common Stock held by Mr.  Cinnamon,  both  individually and as custodian for his
minor  children,  to third parties,  thereby  terminating  the proxy  previously
granted to the Company's President to vote such 900,320 shares.

     The action titled Howard Milstein and Ronald Altman v. Software  Publishing
Corporation Holdings, Inc., Mark E. Leininger and Barry A. Cinnamon is currently
in the discovery stage.


Item 2.   Changes in Securities and Use of Proceeds.

     In May 1998, the Company issued 9,418 shares (as adjusted to give effect to
the Reverse Stock Split referred to below) (the "Abrams Shares") of Common Stock
to Joseph  Abrams in payment for  consulting  services  valued at  $15,000.  The
issuance of the Abrams Shares was a private transaction exempt from registration
under Section 4(2) of the Securities Act.

     In May 1998,  the Company  issued 954 shares (as adjusted to give effect to
the Reverse Stock Split referred to below) (the "PBC Shares") of Common Stock to
Perma-Bilt  Clothing in payment  for goods and  services  valued at $1,718.  The
issuance of the PBC Shares was a private  transaction  exempt from  registration
under Section 4(2) of the Securities Act.

     On May 26,  1998,  the  stockholders  of the  Company  granted the Board of
Directors  of the  Company  authority  to amend  the  Company's  Certificate  of
Incorporation to authorize either a one-for-two  (1:2),  one-for-three  (1:3) or
one- for-five  (1:5) reverse  stock split of the Common  Stock.  Following  such
stockholder action, the Company's Board of Directors  authorized a one-for-three
(1:3) reverse  stock split (the  "Reverse  Stock Split") of the Common Stock and
directed that a Certificate of Amendment of the Certificate of  Incorporation of
the Company (the  "Certificate  of  Amendment")  effectuating  the Reverse Stock
Split  be filed  with the  Delaware  Secretary  of  State.  The  Certificate  of
Amendment  was filed with the Delaware  Secretary  of State on May 27, 1998.  In
accordance  with the  Certificate  of Amendment,  the Reverse Stock Split became
effective  as of the close of business  on May 27,  1998.  Giving  effect to the
Reverse Stock Split,  the  Company's net loss per share - basic and diluted,  as
restated, was $.19 and $1.02 per share for the quarters ended March 31, 1998 and
1997, respectively,  and $3.57 and $22.44 per share for the years ended December
31, 1997 and 1996, respectively.

     The Company and The Whitehaven  Group,  LLC  ("Whitehaven")  have agreed to
delay,  for a four month period,  the commencement of the exercise period of the
warrants  issued to Whitehaven  pursuant to the  Subscription  Agreement,  dated
April 28, 1988, between the Company and Whitehaven. Accordingly, the warrants to
purchase  183,333 and 83,333  shares of Common Stock at exercise  prices of $.03
and $2.15625 per share,  respectively (as adjusted to give effect to the Reverse
Stock Split),  will be exercisable at any time and from time to time on or after
January 5, 1999 and through January 4, 2001.


<PAGE>

Item 3.   Defaults Upon Senior Securities.

          None.


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

     On May 26, 1998, the 1998 Annual Meeting of Stockholders of the Company was
held,  at which the  following  matters were voted upon and adopted by the votes
indicated:

               1. Two  directors  were  re-elected  to Class II of the  Board of
          Directors to serve until the Annual Meeting of  Stockholders  in 2001,
          in addition to the other five directors whose term of office continued
          after the Meeting.  The names of the  re-elected  directors  and votes
          cast in favor of their election and shares withheld are as follows:

          Nominee                    Votes For   Votes Withheld
          -------                    ---------   --------------
          Norman W. Alexander        5,818,413     248,173
          Neil M. Kaufman            5,819,109     247,477

               2. Grant the Board of Directors of the Company authority to amend
          the Company's  Certificate of Incorporation to authorize a one-for-two
          reverse  stock split of the Common  Stock.  The votes cast in favor of
          the proposal,  against the proposal,  those votes which  abstained and
          broker non-votes were as follows:

          Votes For   Votes Against  Votes Abstaining/Withheld  Broker Non-Votes
          ---------   -------------  -------------------------  ----------------
          5,551,962      472,388             42,236                    -0-

               3. Grant the Board of Directors of the Company authority to amend
          the   Company's   Certificate   of   Incorporation   to   authorize  a
          one-for-three  reverse stock split of the Common Stock. The votes cast
          in favor of the  proposal,  against  the  proposal,  those votes which
          abstained and broker non-votes were as follows:

          Votes For   Votes Against  Votes Abstaining/Withheld Broker Non-Votes
          ---------   -------------  -------------------------  ----------------
          5,471,921      558,720             35,945                   -0-

               4. Grant the Board of Directors of the Company authority to amend
          the Company's Certificate of Incorporation to authorize a one-for-five
          reverse  stock split of the Common  Stock.  The votes cast in favor of
          the proposal,  against the proposal,  those votes which  abstained and
          broker non-votes were as follows:

          Votes For   Votes Against  Votes Abstaining/Withheld  Broker Non-Votes
          ---------   -------------  -------------------------  ----------------
          5,503,936     517,917              44,733                    -0-


Item 5.   Other Information.

     On July 29, 1998, the Company was advised by The Nasdaq Stock Market,  Inc.
that a Nasdaq  Listing  Qualifications  Panel (the  "Panel") "was of the opinion
that the Company  appears to comply with the net  tangible  assets and bid price
requirements at present," and determined to continue listing of the Common Stock
on The Nasdaq SmallCap Market  ("Nasdaq").  However,  the Panel imposed upon the
Company,  in order to  maintain  this  listing,  the  requirements  that (a) the
Company  demonstrate  minimum net tangible  assets of  $2,500,000 as of June 30,
1998,  (b) the Company  report an  operating  profit and net income in excess of
$250,000  for the three  months  ended June 30, 1998 (the  "Supplemental  Income
Requirement")   and  (c)  the  Company  remain  in  full   compliance  with  all
requirements  for  

<PAGE>

continued  listing on Nasdaq.  The Company  had net tangible assets in excess of
$2,500,000 as of June 30, 1998,  and believes it was in full compliance with all
other requirements for continued listing on Nasdaq. However, the Company did not
have  an  operating  profit  or  net  income in excess of $250,000 for the three
months ended June 30, 1998. Accordingly,  the Company has appealed  the  Panel's
determination to impose the  Supplemental Income  Requirement.  No assurance can
be  given  that  the  Company  will  be  successful in its appeal of the Panel's
determination to impose the Supplement Income Requirement,  or that the  Company
will  continue  in  the  future  to  maintain  net  tangible  assets of at least
$2,500,000 or compliance  with all other Nasdaq  continued  listing  maintenance
requirements.  Any delisting of the Company's securities from Nasdaq could cause
a  precipitous  decline  in the market  value of the  Company's  securities  and
adversely affect the liquidity of the Company's securities.

     Effective July 17, 1998, the Company repriced to $1.375 per share of Common
Stock,  75% of all options  granted under the Company's  various stock incentive
plans to current employees,  officers,  directors and outside consultants of the
Company.

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

3.1       Composite  of  Certificate of Incorporation of the Company, as amended
          to date.
10.60     Warrant,  dated  as  of  July  3, 1998,  registered in the name of The
          Whitehaven Group, LLC, with respect to 183,333 shares of Common Stock.
10.61     Warrant,  dated  as  of  July  3, 1998,  registered in the name of The
          Whitehaven  Group, LLC, with respect to 83,333 shares of Common Stock.
10.62     Form  of  Warrant  Certificate  issued  to  M.S.   Farrell   Holdings,
          Inc.  ("Holdings"),  as  assignee  of M.S.  Farrell & Co.,  Inc.,  and
          certain other persons, as assignees of Holdings.
27        Financial Data Schedule.


     (b) Reports on Form 8-K.

     On May 29,  1998 the  Company  filed a Current  Report on Form 8-K (Date of
Report: May 26, 1998) with the Commission reporting, as Item 5 disclosures,  the
approval by Company's  shareholders  and the  effectuation  of the Reverse Stock
Split and the dismissal with prejudice of the lawsuit  captioned  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.


<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: August 13, 1998                  By:    /s/ Mark E. Leininger
                                                   Mark E. Leininger
                                           President and Chief Executive Officer
                                               (Principal Executive Officer)


Dated: August 13, 1998                  By:    /s/ Kevin D. Sullivan
                                                   Kevin D. Sullivan
                                           Vice President - Finance, Treasurer 
                                                and Chief Financial Officer
                                               (Principal Financial Officer)


<PAGE>


                                  EXHIBIT INDEX

Exhibit
Number    Description

3.1       Composite  of  Certificate of Incorporation of the Company, as amended
          to date.
10.60     Warrant,  dated  as  of  July  3, 1998,  registered in the name of The
          Whitehaven Group, LLC, with respect to 183,333 shares of Common Stock.
10.61     Warrant,  dated  as  of  July  3, 1998,  registered in the name of The
          Whitehaven  Group, LLC, with respect to 83,333 shares of Common Stock.
10.62     Form  of  Warrant  Certificate  issued  to  M.S.   Farrell   Holdings,
          Inc.  ("Holdings"),  as  assignee  of M.S.  Farrell & Co.,  Inc.,  and
          certain other persons, as assignees of Holdings.
27        Financial Data Schedule.