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               SECURITIES AND EXCHANGE COMMISSION
                                
                      Washington, DC  20549
                                
                           FORM 10-QSB
                                
                QUARTERLY REPORT UNDER SECTION 13
                                
         OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


FOR QUARTER ENDING DECEMBER 31, 1996    COMMISSION FILE NUMBER 33-23138-D

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

       Delaware                             87-0456766
------------------------          ---------------------------------
(State of Incorporation)          (IRS Employer Identification No.)

3101 Hemlock Circle, Broken Arrow, Oklahoma                74012
--------------------------------------------              --------
(Address of principal executive offices)                 (Zip Code)


Registrant's telephone number, including area code:   918/251-1066



Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months, (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirement
for the past 90 days.   YES    X       NO
                            -------       -------

As of  December 31, 1996, there were 5,408,390 shares of Heartsoft,
Inc. Common Stock, $0.0005 par value outstanding.

===================================================================

<PAGE 2>
               HEARTSOFT, INC. - QUARTERLY REPORT
                        TABLE OF CONTENTS


PART I.       Financial Information                        Page

 Item 1:      Balance Sheet as of December 31, 1996           3

              Statement of Income as of December 31,1996      4

              Statement of Cash Flow - Three Months Ending
              December 31, 1996                               5

              Notes to Financial Statements                   6

              Management's Discussion, Analysis of            7
              Financial Condition, and Results of Operations


PART II.                                      Other Information

 Item 1:      Legal Proceedings                               9
              Signature Page                                  9


<PAGE 3>
<TABLE>
Part I.  FINANCIAL INFORMATION
Item 1, Financial Statements
                                        
                                  BALANCE SHEET
<CAPTION>
     
     
                                              December 31, 1996  September 30, 1996
<S>                                                  <C>                <C>
ASSETS                                                                             
    Cash                                               $140,758            $161,341
    Accounts Receivable                                 578,817             238,541
    Allowance for Return                                 29,282              (3,151)
    Inventory                                            29,918             (18,907)
    Prepaid Advertising & Deposits                      232,969             205,678
    Receivables- Related Parties                        282,937             210,401
                                                     ----------          ----------
      Total Current Assets                           $1,294,681            $793,903
                                                                                   
    Fixed Assets                                        146,128             170,061
    Developed Software (See Note 2)                     636,253             606,973
    Deferred Income Tax Benefit                         163,816             164,201
                                                     ----------          ----------
      Total Other Assets                                946,197             941,235
                                                     ----------          ----------
    Total Assets                                     $2,240,878          $1,735,138
                                                    ===========         ===========
LIABILITIES                                                                        
    Accounts Payable - Trade                           $378,919            $128,141
    Notes Payable- Current Portion                      231,711              89,479
    Capital Lease- Current Portion                       34,768              34,768
    Taxes Payable                                        70,750              70,750
                                                     ----------          ----------
      Total Current Liabilities                         716,148             323,138
                                                                                   
    Long Term Liabilities                                18,384              25,152
                                                     ----------          ----------
      Total Liabilities                                $734,532            $348,290
                                                                                   
STOCKHOLDERS EQUITY                                                                
    Retained Earnings                                  (941,633)           (941,633)
    Common Stock                                          2,512               2,512
    Preferred Stock                                      11,230               6,550
    Paid-In Capital                                   2,536,351           2,423,116
    Net Profit / (Loss)                                (102,114)           (103,697)
                                                     ----------          ----------
      Total Stockholders Equity                      $1,506,346          $1,386,848
                                                     ----------          ----------
    Total Liabilities And                                                          
    Stockholders Equity                              $2,240,878          $1,735,138
                                                    ===========         ===========
</TABLE>


<PAGE 4>
<TABLE>
Part I.  FINANCIAL INFORMATION
                                        
                               STATEMENT OF INCOME

<CAPTION>
                                           Three months ended        Nine months ended
                                              December 31,             December 31,
                                                      (Note 3)                            
                                               1996         1995         1996         1995
                                           --------     --------     --------     --------
<S>                                        <C>          <C>        <C>            <C>
REVENUE                                                                                   
                                                                                          
Gross Sales                                $512,962     $415,537   $1,174,438     $967,329
                                           --------     --------     --------     --------
Sales Returns & Discounts                       (43)    (162,466)     (21,693)    (225,024)
                                           --------     --------     --------     --------
Net Sales                                   512,919      253,071    1,152,745      742,305
                                                                                          
Total Cost of Good                          342,377       52,820      669,781      151,114
                                           --------     --------     --------     --------
GROSS MARGIN                                170,542      200,251      482,964      591,191
                                                                                          
EXPENSES                                                                                  
Payroll Expense                              65,770       73,120      235,476      190,455
Administrative Expense                      102,204      104,844      367,517      230,523
                                           --------     --------     --------     --------
Operating Expense                           167,974      177,964      602,993      420,978
                                           --------     --------     --------     --------
Net Operating Income                          2,568       22,287     (120,029)     170,213
                                                                                          
Less: Income Taxes (Note 4)                    (385)           0       17,915            0
                                           --------     --------     --------     --------
Net Income After Taxes                       $2,183      $22,287    $(102,114)    $170,213
                                          =========    =========    =========    =========
                                                                                          
EARNINGS (LOSS) PER SHARE*                     0.00         0.00       (0.02)         0.03

</TABLE>
*Primary weighted average common shares outstanding during the period.
 1995 - 4,893,570 and 1996 - 5,360,240

<PAGE 5>
<TABLE>
Part I.  FINANCIAL INFORMATION
                                        
                             STATEMENT OF CASH FLOWS


                                                   3 Months ended  December 31,
1995, 1996
<CAPTION>
<S>                                                              <C>                 <C>
                                                                      1996                1995
Cash Flow from operating activities                                                           
   Net Income (Loss)                                                $2,183            $153,955
     Change in Current Assets                                                                 
        Net Receivables                                           (372,709)           (213,333)
        Inventory                                                  (48,825)              5,145
        Prepaid Expenses                                           (27,291)             18,462
        Receivables- Related Parties                               (72,536)                   
     Change in Current Liabilities                                                            
        Accounts Payable                                           250,778              21,062
        Loan Payable - current portion                             142,232             (35,608)
        Other Current Liabilities                                        0              19,290
                                                                ----------          ----------
        Total Cash Flow from operating activities                 (126,168)            (31,027)
                                                                                              
Cash Flow from investing activities                                                           
     Developed Software                                            (56,280)            (27,611)
     Property, Plant & Equipment                                    20,933              (2,151)
     Amortization and Depriciation                                  30,000                   0
     Intangible Assets                                                 385                   0
                                                                ----------          ----------
        Total Cash Flow from investing activities                   (4,962)            (29,762)
                                                                                              
Cash Flow from financing activities                                                           
     Long-Term Debt                                                 (6,766)             85,445
     Paid-In Capital                                               113,235              (9,200)
     Preferred Stock                                                 4,680                    
                                                                ----------          ----------
        Total Cash Flow from financing activities                  111,149              76,245
                                                                ----------          ----------
Net Increase (Decrease) in Cash                                   $(19,983)            $15,456
                                                               ===========         ===========
                                                                                              
Beginning Cash Balance                                            $160,741              $4,989
Net Increase (Decrease) in Cash                                   $(19,983)            $15,456
                                                                ----------          ----------
Ending Cash Balance                                               $140,758             $20,445
                                                               ===========         ===========
</TABLE>
     
     
<PAGE 6>
                         HEARTSOFT, INC.
                  NOTES TO FINANCIAL STATEMENTS
                        December 31, 1996
                           (unaudited)

NOTE 1.  BASIS OF PRESENTATION.

The accompanying financial statements have been prepared by the
Company without audit.  In the opinion of management, all
adjustments (consisting of only normal recurring accruals)
considered necessary for a fair presentation have been included.

NOTE 2.  DEVELOPED SOFTWARE

Capitalization of software development costs begins when the
project reaches technological feasibility and includes the costs
incurred until the project is ready for release.  Software
development costs are amortized on the straight-line method over a
maximum of seven years or the expected life of the product,
whichever is less. As of March 31, 1996, this policy represents a
change in the Company's accounting treatment for amortization of
its development costs.

NOTE 3.  FY 1995 PRESENTATION BASIS
The December 31, 1995 column has been adjusted to show the effect
of moving the amortization of software from administrative expense,
to cost of goods sold. Also, sales returns have been adjusted to
accurately reflect year-end adjustments which were applied as of
3/31/96. These moves were done to allow uniform presentation and
comparison from year-to-year periods.

NOTE 4.  DEFERRED INCOME TAX

The Company reports the deferred tax benefit in accordance with
Statement of Financial Accounting Standards No. 109, "Accounting
for Income Taxes".  Income tax expense reflects federal and state
income taxes on current earnings.  No actual current income taxes
were paid due to the application of the tax loss carryforward.
Therefore, tax expense for both years is deferred to a future date.


<PAGE 7>
                                
Item 2                   HEARTSOFT, INC.
             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                        December 31, 1996
                                
OVERVIEW
Heartsoft, Inc. is a publicly held Delaware Corporation,
incorporated January 15, 1988, and traded OTC (Symbol:  HTSF).
Presently, 30 million shares of stock are authorized, with
5,408,390  shares issued and outstanding.  Over the past ninety
days, the Company's stock has traded in the $.91 to $1.72 range.

The mission of Heartsoft, Inc. is to create value for its
shareholders through the development, acquisition, and distribution
of advanced multimedia technologies for education in schools and
homes.
To date, Heartsoft's Core Products Division has designed and
published more than 30 educational software titles. These
proprietary titles range in price from $34.95 to $995 depending on
the configuration.  These titles are targeted to both public and
private U.S. Schools with children in Pre-Kindergarten through the
8th grades.  The Company has licensed other products which are
targeted at children in grades 4 through 12.

Effective April 1, 1996 Heartsoft began recognizing revenues from
its Advanced Technology Division office in Dallas, Texas to
distribute leading-edge technology products to schools.  Based on
the performance of this office, the Company may use it as a
prototype for offices to be opened in other major markets across
the country in the next few years.
Since the company's initial formation in 1989, the shareholders and
management of Heartsoft, Inc. have contributed over $2.4 million in
capital and assets to the Company.  The continued financial
strategy of Heartsoft emphasizes reinvestment of income for
continued growth during the next few years of operations.

NET REVENUES
Net Sales of the Company's educational computer software for the 9
months ending December 31, 1996, were $1,152,745 compared to
$742,305 for the same period one year ago, an increase of 55%. The
increase in revenues can be attributed to the Company's expanded
presence in the Educational Technology Market, and the inclusion of
the Dallas Heartsoft Advanced Technologies Division, whose revenues
came on-line April 1, 1996. Sales returns for the 9 month period
declined as the Company moved away from earlier marketing policies
which encouraged preview sales.

INDUSTRY TRENDS AFFECT SALES
The educational technology industry is composed of both
hardware and software sales to schools.  Sales in these
categories tend to run counter to one another and in any given
year will be proportionally much higher in one than the other.
It is management's opinion that the industry is currently
favoring hardware and Internet-related infrastructure building
in schools.  Consequently, software sales have not been as
brisk as in years past, and management believes that  cyclical
forces will move customer buying habits back to historical
growth trends.

<PAGE 8>
COST OF GOODS SOLD
The Company includes in cost of goods sold all costs associated
with the acquisition of components, assembly of finished products,
shipping and amortization.  Included in that total is the Advanced
Technology Division's cost of licensed products, which varies by
vendor and product line.  For the 9 month period, total gross
margin decreased to $482,964 a 18% decline. The decline was due to
a general slowdown in educational technology sales, as sales from
direct mail campaigns and the reseller channel lagged year earlier
levels. The gross margin of 41.9% for the nine months ended
12/31/96 was a decline from 79.6% in the year earlier period. The
decrease was attributable to the inclusion of the different cost
structure associated with the Advanced Technology Division product
line. The Tulsa Core Product's Division continued to operate at
roughly the same efficiency level as prior periods

OPERATING EXPENSES
General operating expenses increased across the board from $420,978
for the nine months ended December 31, 1995 to $602,993  for period
ending December 31, 1996. As a percentage of sales, operating
expenses declined to 52.3%, compared to 56.7% of the year earlier
period. The increase in total expenses is primarily due to
increased marketing and sales capacity, including the Advanced
Technology Division.

NET INCOME
The Company incurred a net loss of $102,204, or two cents per
share,  for the 9 months ending December 31, 1996, compared to net
income of $170,213  for the year earlier period.

During this period, managment signigicantly increased expenditures
related to the development of new educational technology products
as well as expansion of the Company's marketing and sales areas.
These higher operating expenses contributed to the net loss.

Management anticipates that the current investment of operating
capital into these areas will significantly impact sales during its
1997 fiscal year.  The first new products to be available for
distribution as a result of these R&D efforts will begin to occur
during the 4th fiscal quarter of 1996, and continue throughout all
of fiscal 1997.

LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 1996 the Company's principle sources of
liquidity included cash and accounts receivable of $719,575 as well
as a revolving line of credit with a current limit of $250,000.
Management believes that its existing sources of liquidity and
anticipated funds from operations will satisfy the working capital
and capital expenditures requirements for the foreseeable future.



<PAGE 9>
Part II.  OTHER INFORMATION

Item 1:  LEGAL PROCEEDINGS

On December 9, 1996, the lawsuit of Raymond Long vs. Heartsoft,
Inc. and Benjamin P. Shell which had been filed on May 17, 1996, in
Superior Court of Murray County, Georgia, by Raymond Long, a former
stockholder of the Company, was mutually dismissed.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

                         HEARTSOFT, INC.
                          (Registrant)



February 5 ,1997                  /s/ Benjamin P. Shell
----------------                  ---------------------------
      Date                        Benjamin P. Shell, Chairman

February 5, 1997                  /s/ Bryan J. Reusser
----------------                  -------------------------------------
      Date                        Bryan J. Reusser, Director of Finance