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               SECURITIES AND EXCHANGE COMMISSION
                                
                      Washington, DC  20549
                                  
                        AMENDMENT NO. 2 TO
                            FORM 10-QSB
                                
                                
                QUARTERLY REPORT UNDER SECTION 13
                                
         OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
                                
                                
FOR QUARTER ENDING JUNE 30 ,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
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(Address of principal executive offices)              (Zip Code)


918/251-1066
---------------------------------------------------
Registrant's telephone number, including area code:
                                
                                
                                
Indicate  by check mark whether the registrant (1) has filed  all
reports  required  to be filed by section  13  or  15(d)  of  the
Securities  Exchange Act of 1934 during the preceding 12  months,
(or  for such shorter period that the registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirement for the past 90 days.   YES    X       NO


As  of   June 30, 1996, there were 5,089,608 shares of Heartsoft,
Inc. Common Stock, $0.0005 par value outstanding.



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               HEARTSOFT, INC. - QUARTERLY REPORT
                        TABLE OF CONTENTS
                                
                                
        PART I. FINANCIAL INFORMATION                   PAGE
        
        Item 1: Balance Sheet as of  June 30, 1996        3
        
                Statement of Income Three Months ending
                June 30, 1996                             4
        
                Statement of Cash Flow - Three Months
                 Ending June 30, 1996                     5
        
                Notes to Financial Statements             6
        
                Management's Discussion, Analysis of
                Financial Condition, and Results of
                 Operations                               7
        
        
        PART II.OTHER INFORMATION
        
        Item 1: Legal Proceedings                         9
        
        

<PAGE 3>
PART I.  FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
                                        
                                        
                                  BALANCE SHEET
     
                                     June 30, 1996      March 31, 1996
     ASSETS
       Cash                               $552,533             $19,922
       Accounts Receivable-trade           222,613             165,013
       Inventory                            12,874              11,216
       Prepaid Expenses and Deposits       118,205              50,495
       Receivables- related parties         57,490              51,013
                              -------------------- -------------------
          Total Current Assets            $963,715             297,659
     
       Fixed Assets-Net                    111,718             100,478
       Developed Software (See Note 2)     569,052             536,140
       Deferred income tax benefit         138,926             145,901
                              -------------------- -------------------
          Total Other Assets              $819,696             782,519
                              -------------------- -------------------
       Total Assets                     $1,783,411          $1,080,178
                                     =============        ============
     LIABILITIES
       Accounts Payable - Trade            $84,726             122,851
       Notes Payable-current portion       106,270             261,801
       Capital lease obligations-
          current portion                   34,768              22,662
       Taxes Payable                        66,928              53,901
                              -------------------- -------------------
          Total Current Liabilities       $292,692             461,215
     
       Long Term Liabilities                37,068              38,404
                              -------------------- -------------------
       Total Liabilities                  $329,760            $499,619
     
     STOCKHOLDERS EQUITY
       Retained Earnings                  (941,633)           (884,467)
       Common Stock                          2,512               2,513
       Preferred Stock                       6,550               1,550
       Paid-In Capital                   2,346,699           1,460,963
       Net Profit / (Loss)                  39,523                  --
                               ------------------- -------------------
          Total Stockholders Equity     $1,453,651            $580,559
                              -------------------- -------------------
       Total Liabilities And
       Stockholders Equity              $1,783,411          $1,080,178
                              ==================== ===================

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PART I.  FINANCIAL INFORMATION
                                        
                             STATEMENT OF INCOME
                                        
                                     Three months ended
                                           June 30,
                                          (Note 3)

                                       1996         1995
                                   ---------------------------
REVENUE
Gross Sales                         $459,166     $277,313
                                   ---------------------------
Sales Returns                         (1,380)     (12,284)
Sales Discounts                         (270)        (737)
                                   ---------------------------
Net Sales                            457,516      264,292

Total Cost of Good                   215,372       49,237
                                  ----------------------------
GROSS MARGIN                         242,144      215,055

EXPENSES
Payroll Expense                       83,069       54,497
Administrative Expense               112,607       63,246
                                  ----------------------------
Operating Expense                    195,676      117,743
                                  ----------------------------
Net Operating Income                 $46,468      $96,672
                                 -----------------------------
Less: Income Taxes (See Note 4)        6,975            0

Net Income After Taxes               $39,523      $96,672
                                 -----------------------------
Preferred Dividends                   $2,836           $0

Net Income Available to Common
Shareholders                         $36,687      $96,672
                                 =============================

EARNINGS (LOSS) PER SHARE*              0.01        0.02



*Primary weighted average common shares outstanding during the period.
 1995 =4,259,740 and 1996 = 5,089,608


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PART I.  FINANCIAL INFORMATION

                             STATEMENT OF CASH FLOWS

                                            3 Months ended  June 30,

                                              1996             1995
                                         ----------------------------

     Cash Flow from operating activities
       Net Income (Loss)                   $39,523          $96,672
       Change in Current Assets
          Net Receivable s                (121,245)         (97,602)
          Inventory                         (1,659)          (7,750)
          Prepaid Expenses                 (67,710)          37,283
       Change in Current Liabilities
          Accounts Payable                 (20,408)          18,096
          Loan Payable                      (6,968)           6,000
          Other Current Liabilities         13,026            3,515
                               --------------------------------------
          Total Cash Flow from
             operating activities         (165,441)          56,215
     
     Cash Flow from investing activities
       Developed Software                  (59,187)         (15,543)
       Property, Plant & Equipment         (14,238)         (18,726)
       Depreciation on Disposed Prop,
           Plant & Equip.                   30,000              511
       Intangible Assets                     6,250             (632)
                               --------------------------------------
          Total Cash Flow from
             investing activities          (37,175)         (34,390)
     
     Cash Flow from financing activities
       Long-Term Debt                     (155,509)         (35,941)
       Paid-In Capital                     890,735            5,950
       Retained Earnings                                    (10,742)
                               --------------------------------------
          Total Cash Flow from
             financing activities          735,226          (40,734)
                               --------------------------------------
     Net Increase (Decrease) in Cash      $532,610        $ (18,909)
                               ======================================
     
     Beginning Cash Balance                $19,923          $32,813
     Net Increase (Decrease) in Cash      $532,610        $ (18,909)
                               --------------------------------------
     Ending Cash Balance                  $552,533          $13,904
                               ======================================
     
     
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                         HEARTSOFT, INC.
                  NOTES TO FINANCIAL STATEMENTS
                          JUNE 30, 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 JUNE 30, 1995 COLUMN HAS BEEN ADJUSTED TO SHOW THE EFFECT OF
MOVING THE AMORTIZATION OF SOFTWARE FROM ADMINISTRATIVE EXPENSE,
TO COST OF GOODS SOLD. THIS MOVE WAS 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
                          JUNE 30, 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 5,089,608 shares issued and
outstanding.  Over the past ninety days, the Company's stock has traded
in the $1.69 to $3.37 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 $1.3 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.

RESULTS OF OPERATIONS
NET REVENUES
Net Sales of the Company's educational computer software for the 3 months
ending June 30, 1996, were $457,516 compared to $264,292 for the same
period one year ago, an increase of 73%.  The increase in revenues can be
attributed to the Company's expanded presence and the opening of the Dallas
Heartsoft Advanced Technologies Division.  Sales returns declined as a
percentage of sales, as the Company moved away from a marketing policy that
encouraged preview sales, which traditionally have a higher return rate.

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.  Total
gross margin increased to $242,144, a 12.6% increase. The gross margin of
52.9% for the three months ended 6/30/96 was a decline from 81.4%
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.

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OPERATING EXPENSES
General operating expenses increased across the board from
$117,743 for the three months ended June 30, 1995 to $195,676
for period ending June 30, 1996.   As a percentage of net sales,
operating expenses decreased from 44.6% one year ago to 42.8% for
the quarter ending June 30, 1996.

NET INCOME
Net income decreased  to $39,523 for the 3 months ending June 30,
1996 from $96,672 for the same period one year ago.  The net
income fell due to the higher operating expenses, as the Company
continued to add additional sales and development capacity.

LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 1996,  the Company's principle sources of
liquidity included cash and accounts receivable of $775,000 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.


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PART II.  OTHER INFORMATION

Item 1:  LEGAL PROCEEDINGS

Both the Company and Benjamin Shell, the Company's Chairman of
the Board, are named as defendants in a lawsuit filed on May 17,
1996, in Superior Court of Murray County, Georgia, by Raymond
Long, a former stockholder of the Company.  The suit sets forth
various claims against Mr. Shell and the Company, essentially
alleging fraud in connection with Mr. Long's investment in the
Company in 1991 and 1992.  Although it is difficult to ascertain
from the complaint the specific facts giving rise to the
allegations or the aggregate amount of damages sought, the suit
alleges actual damages in excess of $2,000,000, punitive damages,
as well as treble damages under various theories of recovery.
While the lawsuit has only recently been filed, both the Company
and Mr. Shell have retained Georgia counsel, and have filed both
an answer to the allegations in the complaint, asserting numerous
defenses, as well as a Motion to Dismiss the case, for lack of
jurisdiction.  The hearing on the Motion to Dismiss was held on
August 21, 1996, and at that time the Court took the Motion under
advisement, until November 1, 1996.  Both Mr. Shell and the
Company believe they have meritorious defenses to the suit, and
both plan to vigorously defend the allegations contained herein.

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)



November 19, 1996                 /s/ Benjamin P. Shell
----------------------            ----------------------------
       Date                      Benjamin P. Shell, Chairman

November 19, 1996                 /s/ Bryan J. Reusser
----------------------            -----------------------------
       Date                       Bryan J. Reusser, Director of
                                  Finance