content: <PAGE>   1
  
  
  As filed with the Securities and Exchange Commission on December 19, 1996
  
                                                       Registration No. 333-______
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                --------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        under
                             THE SECURITIES ACT OF 1933
  
                                   MATHSOFT, INC.
               (Exact name of registrant as specified in its charter)
  
  <TABLE>
  <S>                                                                               <C>
                          Massachusetts                                                          04-2842217
  (State or other jurisdiction of incorporation or organization)                    (I.R.S. Employer Identification No.)
  
             101 Main Street, Cambridge, Massachusetts                                             02142
              (Address of Principal Executive Offices)                                           (Zip Code)
  </TABLE>
  
                                --------------------
  
                                   MATHSOFT, INC.
                  1996 NON-QUALIFIED, NON-OFFICER STOCK OPTION PLAN
                              (Full title of the plan)
  
                                  Charles J. Digate
                                   MATHSOFT, INC.
                                   101 Main Street
                                 Cambridge, MA 02142
                       (Name and address of agent for service)
  
                                   (617) 577-1017
            (Telephone number, including area code, of agent for service)
  
                                --------------------
  
                                      Copy to:
                                   Gordon H. Hayes
                           Testa, Hurwitz & Thibeault, LLP
                                  High Street Tower
                                   125 High Street
                             Boston, Massachusetts 02110
                                   (617) 248-7000
  
                                --------------------
  
  <TABLE>
                                            Calculation of Registration Fee
  <CAPTION>
  
  ====================================================================================================================
                                                                          Proposed maximum
    Title of Securities    Amount to be    Proposed maximum offering     aggregate offering     Amount of registration
      to be registered      registered        price per share(1)              price(1)                  fee(2)
  --------------------------------------------------------------------------------------------------------------------
  <S>                         <C>                   <C>                       <C>                       <C>    
  Common Stock,               200,000               $4.438                    $887,600                  $269.00
  par value $.01
  ====================================================================================================================
  <FN>
  
           (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the
  Securities Act of 1933.
           (2) Pursuant to Rule 457(c) under the Securities Exchange Act of 1933, the registration fee has been
  calculated based upon the average of the high and low prices per share of Common Stock on the Nasdaq National
  Market on December 13, 1996.
  </TABLE>
  
  
  <PAGE>   2
  
  
  
  
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  
  Item 1.  Plan Information.
           ----------------
  
           The documents containing the information specified in this Item 1 will
  be sent or given to employees, directors or others as specified by Rule
  428(b)(1). In accordance with the rules and regulations of the Securities and
  Exchange Commission (the "Commission") and the instructions to Form S-8, such
  documents are not being filed with the Commission either as part of this
  Registration Statement or as prospectuses or prospectus supplements pursuant to
  Rule 424.
  
  Item 2.  Registrant Information and Employee Plan Annual Information.
           -----------------------------------------------------------
  
           The documents containing the information specified in this Item 2 will
  be sent or given to employees as specified by Rule 428(b)(1). In accordance with
  the rules and regulations of the Commission and the instructions to Form S-8,
  such documents are not being filed with the Commission either as part of this
  Registration Statement or as prospectuses or prospectus supplements pursuant to
  Rule 424.
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Documents by Reference.
           ---------------------------------------
  
           The following documents filed with the Commission are incorporated by
  reference in this Registration Statement:
  
           (a) Registrant's Annual Report on Form 10-K for the fiscal year ended
  June 30, 1996, as filed on or about September 28, 1996 and Registrant's
  Quarterly Report on Form 10-Q for the quarter ended September 30, 1996, as filed
  on or about November 14, 1996 pursuant to Section 13(a) or 15(d) of the
  Securities Exchange Act of 1934, as amended (the "Exchange Act").
  
           All documents subsequently filed with the Commission by the Registrant
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act shall be
  deemed to be incorporated by reference in this Registration Statement and to be
  a part hereof from the date of filing of such documents.
  
  
                                         2
  <PAGE>   3
  
  
  Item 4.  Description of Securities.
           -------------------------
  
           Not applicable.
  
  Item 5.  Interest of Named Experts and Counsel.
           -------------------------------------
  
           Not applicable.
  
  Item 6.  Indemnification of Directors and Officers.
           -----------------------------------------
  
           Section 67 of Chapter 156B of the Massachusetts General Laws ("Section
  67") provides that a corporation may indemnify its directors and officers to the
  extent specified in or authorized by (i) the articles of organization, (ii) a
  by-law adopted by the stockholders, or (iii) a vote adopted by the holders of a
  majority of the shares of stock entitled to vote on the election of directors.
  In all instances, the extent to which a corporation provides indemnification to
  its directors and officers under Section 67 is optional. In its Amended and
  Restated By-laws, the Registrant has elected to commit to provide
  indemnification to its directors and officers in specified circumstances.
  Generally, Article V, Section 2 of the Registrant's Amended and Restated By-laws
  indemnifies directors and officers of the Registrant against liabilities and
  expenses arising out of legal proceedings brought against them by reason of
  their status as directors or officers or by reason of their agreeing to serve,
  at the request of the Registrant, as a director or officer with another
  organization. Under this provision, a director or officer of the Registrant
  shall be indemnified by the Registrant for all costs and expenses (including
  attorneys' fees), judgments, liabilities and amounts paid in settlement of such
  proceedings, even if he is not successful on the merits, if he acted in good
  faith in the reasonable belief that his action was in the best interests of the
  Registrant. The Board of Directors may authorize advancing litigation expenses
  to a director or officer at this request upon receipt of an undertaking by such
  director or officer to repay such expenses if it is ultimately determined that
  he is not entitled to indemnification for such expenses.
  
           Article 6 of the Registrant's Third Restated Articles of Organization
  eliminates the personal liability of the Registrant's directors to the
  Registrant or its stockholders for monetary damages for breach of a director's
  fiduciary duty, except to the extent Chapter 156B of the Massachusetts General
  Laws prohibits the elimination or limitation or such liability.
  
           The Registrant maintains directors and officers liability insurance for
  the benefit of its directors and certain of its officers.
  
  Item 7.  Exemption From Registration Claimed.
           -----------------------------------
  
           Not applicable.
  
  Item 8.  Exhibits
           --------
  
           Exhibit No.       Description of Exhibit
           -----------       ----------------------
  
  
                                         3
  <PAGE>   4
  
  
           Exhibit 4.1       Specimen Stock Certificate representing the Common 
                             Stock of the Registrant (filed as Exhibit 4.1 to the
                             Registrant's Registration Statement on Form S-1, File
                             No. 33-55658, and incorporated herein by reference).
  
           Exhibit 4.2       Third Restated Articles of Organization of the 
                             Registrant (filed as Exhibit 3.2 to the Registrant's
                             Registration Statement on Form S-1, File No.
                             33-55658, and incorporated herein by reference).
  
           Exhibit 4.3       Amended and Restated By-laws of the Registrant (filed
                             as Exhibit 3.3 to the Registrant's Registration
                             Statement on Form S-1, File No. 33-55658, and
                             incorporated herein by reference).
  
           Exhibit 4.4       1996 Non-Qualified, Non-Officer Stock Option Plan.
  
           Exhibit 4.5       Form of Non-Qualified Stock Option Agreement under 
                             the 1996 Non-Qualified, Non-Officer Stock Option Plan
                             of the Registrant.
  
           Exhibit 5.1       Opinion of Testa, Hurwitz & Thibeault, LLP.
  
           Exhibit 23.1      Consent of Arthur Andersen LLP.
  
           Exhibit 23.2      Consent of Testa, Hurwitz & Thibeault, LLP (included 
                             in Exhibit 5.1).
  
           Exhibit 24.1      Power of Attorney (included as part of the signature 
                             page to this Registration Statement).
  
  Item 9.  Undertakings.
           ------------
  
           (a)      The undersigned Registrant hereby undertakes:
  
                    (1)      To file, during any period in which offers or sales
                             are being made, a post-effective amendment to this
                             Registration Statement:
  
                             (i)      To include any prospectus required by 
                                      Section 10(a)(3) of the Securities Act of 
                                      1933;
  
                             (ii)     To reflect in the prospectus any facts or
                                      events arising after the effective date of
                                      the Registration Statement (or the most
                                      recent post-effective amendment thereof)
                                      which, individually or in the aggregate,
                                      represent a fundamental change in the
                                      information set forth in the Registration
                                      Statement;
  
                             (iii)    To include any material information with
                                      respect to the plan of distribution not
                                      previously disclosed in the Registration
                                      Statement 
  
  
                                         4
  <PAGE>   5
  
                                      or any material change to such information 
                                      in the Registration Statement;
  
                             provided, however, that paragraphs (a)(1)(i) and
                             (a)(1)(ii) do not apply if the information required
                             to be included in a post-effective amendment by those
                             paragraphs is contained in periodic reports filed by
                             the Registrant pursuant to Section 13 or Section
                             15(d) of the Securities Exchange Act of 1934 that are
                             incorporated by reference in the Registration
                             Statement.
  
                    (2)      That, for the purpose of determining any liability
                             under the Securities Act of 1933, each such
                             post-effective amendment shall be deemed to be a new
                             registration statement relating to the securities
                             offered therein, and the offering of such securities
                             at that time shall be deemed to be the initial bona
                             fide offering thereof.
  
                    (3)      To remove from registration by means of a
                             post-effective amendment any of the securities being
                             registered which remain unsold at the termination of
                             the offering.
  
           (b)      The undersigned Registrant hereby undertakes that, for
  purposes of determining any liability under the Securities Act of 1933, each
  filing of the Registrant's annual report pursuant to Section 13(a) or Section
  15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
  of an employee benefit plan's annual report pursuant to Section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in the
  Registration Statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
           (c)      Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the Registrant pursuant to the provisions described in Item 6, or
  otherwise, the Registrant has been advised that in the opinion of the Securities
  and Exchange Commission such indemnification is against public policy as
  expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
  event that a claim for indemnification against such liabilities (other than the
  payment by the Registrant of expenses incurred or paid by a director, officer or
  controlling person of the Registrant in the successful defense of any action,
  suit or proceeding) is asserted by such director, officer or controlling person
  in connection with the securities being registered, the Registrant will, unless
  in the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the questions whether
  such indemnification by it is against public policy as expressed in the
  Securities Act of 1933 and will be governed by the final adjudication of such
  issue.
  
                    [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
  
  
                                         5
  
  <PAGE>   6
  
  
  
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant, MathSoft, Inc., certifies that it has reasonable grounds to believe
  that it meets all of the requirements for filing on Form S-8 and has duly caused
  this Registration Statement to be signed on its behalf by the undersigned,
  thereunto duly authorized, in the City of Boston, State of Massachusetts, on
  this 19th day of December, 1996.
  
                                       MATHSOFT, INC.
  
  
  
                                       By: /s/ CHARLES J. DIGATE
                                           ---------------------------------------
                                           Charles J. Digate
                                           President and Chief Executive Officer
  
  
  
  
                                  POWER OF ATTORNEY
  
           KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose
  signature appears below constitutes and appoints, jointly and severally, Charles
  J. Digate, Robert P. Orlando and Gordon H. Hayes his attorneys-in-fact, each
  with the power of substitution, for him in any and all capacities, to sign any
  amendments to this Registration Statement on Form S-8 (including post-effective
  amendments), and to file the same, with all exhibits thereto, and other
  documents in connection therewith, with the Securities and Exchange Commission,
  hereby ratifying and confirming all that each of said attorneys-in-fact, or his
  substitute or substitutes, may do or cause to be done by virtue hereof.
  
  
  <PAGE>   7
  
  
  
  <TABLE>
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  <CAPTION>
  
          Signature                          Title                                Date
          ---------                          -----                                ----
  
  <S>                                 <C>                                  <C>
  /s/ CHARLES J. DIGATE               President, Chief Executive           December 19, 1996
  --------------------------------    Officer and Chairman of the                           
  Charles J. Digate                   Board of Directors (Principal                         
                                      Executive Officer)                                    
  
  /s/ ROBERT P. ORLANDO               Vice President, Finance and          December 19, 1996 
  --------------------------------    Administration, Chief Financial                        
  Robert P. Orlando                   Officer, Treasurer and Clerk                           
  
  
  /s/ RICHARD A. D'AMORE              Director                             December 19, 1996
  --------------------------------
  Richard A. D'Amore              
  
  /s/JUNE L. ROKOFF                   Director                             December 19, 1996
  --------------------------------
  June L. Rokoff                      
  
  /s/ CHARLES H. FEDERMAN             Director                             December 19, 1996
  --------------------------------
  Charles H. Federman                 
  
  /s/ STEVEN R. VANA-PAXHIA           Director                             December 19, 1996
  --------------------------------
  Steven R. Vana-Paxhia               
  </TABLE>
  
  
  
  
  <PAGE>   8
  
  
                                  INDEX TO EXHIBITS
  
  
  
  Exhibit                         Description of Exhibit
  -------                         ----------------------
  
  Exhibit 4.4     1996 Non-Qualified, Non-Officer Stock Option Plan.
  
  Exhibit 4.5     Form of Non-Qualified Stock Option Agreement under the 1996
                  Non-Qualified, Non-Officer Stock Option Plan of the Registrant.
  
  Exhibit 5.1     Opinion of Testa, Hurwitz & Thibeault, LLP.
  
  Exhibit 23.1    Consent of Arthur Andersen LLP.
  
  Exhibit 23.2    Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 
                  5.1). 
  
  Exhibit 24.1    Power of Attorney (included as part of the signature page to 
                  this Registration Statement).
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "MATHSOFT, INC.", "secsgml_size_bytes": 19510}]
metadata_filer: {"company-data": {"conformed-name": "MATHSOFT INC", "cik": "0000895095", "assigned-sic": "7372", "irs-number": "042842217", "state-of-incorporation": "MA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-18245", "film-number": "96683254"}, "business-address": {"street1": "101 MAIN ST", "city": "CAMBRIDGE", "state": "MA", "zip": "02142-1017", "phone": "6175771017"}, "mail-address": {"street1": "101 MAIN STREET", "city": "CAMBRIDGE", "state": "MA", "zip": "02142-1521"}}
text: 1
  
  As filed with the Securities and Exchange Commission on December 19, 1996
  
                                                       Registration No. 333-______
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                --------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        under
                             THE SECURITIES ACT OF 1933
  
                                   MATHSOFT, INC.
               (Exact name of registrant as specified in its charter)
  Massachusetts                                                          04-2842217
  (State or other jurisdiction of incorporation or organization)                    (I.R.S. Employer Identification No.)
  
             101 Main Street, Cambridge, Massachusetts                                             02142
              (Address of Principal Executive Offices)                                           (Zip Code)
  --------------------
  
                                   MATHSOFT, INC.
                  1996 NON-QUALIFIED, NON-OFFICER STOCK OPTION PLAN
                              (Full title of the plan)
  
                                  Charles J. Digate
                                   MATHSOFT, INC.
                                   101 Main Street
                                 Cambridge, MA 02142
                       (Name and address of agent for service)
  
                                   (617) 577-1017
            (Telephone number, including area code, of agent for service)
  
                                --------------------
  
                                      Copy to:
                                   Gordon H. Hayes
                           Testa, Hurwitz & Thibeault, LLP
                                  High Street Tower
                                   125 High Street
                             Boston, Massachusetts 02110
                                   (617) 248-7000
  
                                --------------------
  
                                            Calculation of Registration Fee
  ====================================================================================================================
                                                                          Proposed maximum
    Title of Securities    Amount to be    Proposed maximum offering     aggregate offering     Amount of registration
      to be registered      registered        price per share(1)              price(1)                  fee(2)
  --------------------------------------------------------------------------------------------------------------------
  Common Stock,               200,000               $4.438                    $887,600                  $269.00
  par value $.01
  ====================================================================================================================
  (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the
  Securities Act of 1933.
           (2) Pursuant to Rule 457(c) under the Securities Exchange Act of 1933, the registration fee has been
  calculated based upon the average of the high and low prices per share of Common Stock on the Nasdaq National
  Market on December 13, 1996.
  2
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  Item 1.  Plan Information.
           ----------------
  
           The documents containing the information specified in this Item 1 will
  be sent or given to employees, directors or others as specified by Rule
  428(b)(1). In accordance with the rules and regulations of the Securities and
  Exchange Commission (the "Commission") and the instructions to Form S-8, such
  documents are not being filed with the Commission either as part of this
  Registration Statement or as prospectuses or prospectus supplements pursuant to
  Rule 424.
  
  Item 2.  Registrant Information and Employee Plan Annual Information.
           -----------------------------------------------------------
  
           The documents containing the information specified in this Item 2 will
  be sent or given to employees as specified by Rule 428(b)(1). In accordance with
  the rules and regulations of the Commission and the instructions to Form S-8,
  such documents are not being filed with the Commission either as part of this
  Registration Statement or as prospectuses or prospectus supplements pursuant to
  Rule 424.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Documents by Reference.
           ---------------------------------------
  
           The following documents filed with the Commission are incorporated by
  reference in this Registration Statement:
  
           (a) Registrant's Annual Report on Form 10-K for the fiscal year ended
  June 30, 1996, as filed on or about September 28, 1996 and Registrant's
  Quarterly Report on Form 10-Q for the quarter ended September 30, 1996, as filed
  on or about November 14, 1996 pursuant to Section 13(a) or 15(d) of the
  Securities Exchange Act of 1934, as amended (the "Exchange Act").
  
           All documents subsequently filed with the Commission by the Registrant
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act shall be
  deemed to be incorporated by reference in this Registration Statement and to be
  a part hereof from the date of filing of such documents.
  
                                         2
  3
  
  Item 4.  Description of Securities.
           -------------------------
  
           Not applicable.
  
  Item 5.  Interest of Named Experts and Counsel.
           -------------------------------------
  
           Not applicable.
  
  Item 6.  Indemnification of Directors and Officers.
           -----------------------------------------
  
           Section 67 of Chapter 156B of the Massachusetts General Laws ("Section
  67") provides that a corporation may indemnify its directors and officers to the
  extent specified in or authorized by (i) the articles of organization, (ii) a
  by-law adopted by the stockholders, or (iii) a vote adopted by the holders of a
  majority of the shares of stock entitled to vote on the election of directors.
  In all instances, the extent to which a corporation provides indemnification to
  its directors and officers under Section 67 is optional. In its Amended and
  Restated By-laws, the Registrant has elected to commit to provide
  indemnification to its directors and officers in specified circumstances.
  Generally, Article V, Section 2 of the Registrant's Amended and Restated By-laws
  indemnifies directors and officers of the Registrant against liabilities and
  expenses arising out of legal proceedings brought against them by reason of
  their status as directors or officers or by reason of their agreeing to serve,
  at the request of the Registrant, as a director or officer with another
  organization. Under this provision, a director or officer of the Registrant
  shall be indemnified by the Registrant for all costs and expenses (including
  attorneys' fees), judgments, liabilities and amounts paid in settlement of such
  proceedings, even if he is not successful on the merits, if he acted in good
  faith in the reasonable belief that his action was in the best interests of the
  Registrant. The Board of Directors may authorize advancing litigation expenses
  to a director or officer at this request upon receipt of an undertaking by such
  director or officer to repay such expenses if it is ultimately determined that
  he is not entitled to indemnification for such expenses.
  
           Article 6 of the Registrant's Third Restated Articles of Organization
  eliminates the personal liability of the Registrant's directors to the
  Registrant or its stockholders for monetary damages for breach of a director's
  fiduciary duty, except to the extent Chapter 156B of the Massachusetts General
  Laws prohibits the elimination or limitation or such liability.
  
           The Registrant maintains directors and officers liability insurance for
  the benefit of its directors and certain of its officers.
  
  Item 7.  Exemption From Registration Claimed.
           -----------------------------------
  
           Not applicable.
  
  Item 8.  Exhibits
           --------
  
           Exhibit No.       Description of Exhibit
           -----------       ----------------------
  
                                         3
  4
  
           Exhibit 4.1       Specimen Stock Certificate representing the Common 
                             Stock of the Registrant (filed as Exhibit 4.1 to the
                             Registrant's Registration Statement on Form S-1, File
                             No. 33-55658, and incorporated herein by reference).
  
           Exhibit 4.2       Third Restated Articles of Organization of the 
                             Registrant (filed as Exhibit 3.2 to the Registrant's
                             Registration Statement on Form S-1, File No.
                             33-55658, and incorporated herein by reference).
  
           Exhibit 4.3       Amended and Restated By-laws of the Registrant (filed
                             as Exhibit 3.3 to the Registrant's Registration
                             Statement on Form S-1, File No. 33-55658, and
                             incorporated herein by reference).
  
           Exhibit 4.4       1996 Non-Qualified, Non-Officer Stock Option Plan.
  
           Exhibit 4.5       Form of Non-Qualified Stock Option Agreement under 
                             the 1996 Non-Qualified, Non-Officer Stock Option Plan
                             of the Registrant.
  
           Exhibit 5.1       Opinion of Testa, Hurwitz & Thibeault, LLP.
  
           Exhibit 23.1      Consent of Arthur Andersen LLP.
  
           Exhibit 23.2      Consent of Testa, Hurwitz & Thibeault, LLP (included 
                             in Exhibit 5.1).
  
           Exhibit 24.1      Power of Attorney (included as part of the signature 
                             page to this Registration Statement).
  
  Item 9.  Undertakings.
           ------------
  
           (a)      The undersigned Registrant hereby undertakes:
  
                    (1)      To file, during any period in which offers or sales
                             are being made, a post-effective amendment to this
                             Registration Statement:
  
                             (i)      To include any prospectus required by 
                                      Section 10(a)(3) of the Securities Act of 
                                      1933;
  
                             (ii)     To reflect in the prospectus any facts or
                                      events arising after the effective date of
                                      the Registration Statement (or the most
                                      recent post-effective amendment thereof)
                                      which, individually or in the aggregate,
                                      represent a fundamental change in the
                                      information set forth in the Registration
                                      Statement;
  
                             (iii)    To include any material information with
                                      respect to the plan of distribution not
                                      previously disclosed in the Registration
                                      Statement 
  
                                         4
  5
  
                                      or any material change to such information 
                                      in the Registration Statement;
  
                             provided, however, that paragraphs (a)(1)(i) and
                             (a)(1)(ii) do not apply if the information required
                             to be included in a post-effective amendment by those
                             paragraphs is contained in periodic reports filed by
                             the Registrant pursuant to Section 13 or Section
                             15(d) of the Securities Exchange Act of 1934 that are
                             incorporated by reference in the Registration
                             Statement.
  
                    (2)      That, for the purpose of determining any liability
                             under the Securities Act of 1933, each such
                             post-effective amendment shall be deemed to be a new
                             registration statement relating to the securities
                             offered therein, and the offering of such securities
                             at that time shall be deemed to be the initial bona
                             fide offering thereof.
  
                    (3)      To remove from registration by means of a
                             post-effective amendment any of the securities being
                             registered which remain unsold at the termination of
                             the offering.
  
           (b)      The undersigned Registrant hereby undertakes that, for
  purposes of determining any liability under the Securities Act of 1933, each
  filing of the Registrant's annual report pursuant to Section 13(a) or Section
  15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
  of an employee benefit plan's annual report pursuant to Section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in the
  Registration Statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
           (c)      Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the Registrant pursuant to the provisions described in Item 6, or
  otherwise, the Registrant has been advised that in the opinion of the Securities
  and Exchange Commission such indemnification is against public policy as
  expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
  event that a claim for indemnification against such liabilities (other than the
  payment by the Registrant of expenses incurred or paid by a director, officer or
  controlling person of the Registrant in the successful defense of any action,
  suit or proceeding) is asserted by such director, officer or controlling person
  in connection with the securities being registered, the Registrant will, unless
  in the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the questions whether
  such indemnification by it is against public policy as expressed in the
  Securities Act of 1933 and will be governed by the final adjudication of such
  issue.
  
                    [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
  
                                         5
  6
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant, MathSoft, Inc., certifies that it has reasonable grounds to believe
  that it meets all of the requirements for filing on Form S-8 and has duly caused
  this Registration Statement to be signed on its behalf by the undersigned,
  thereunto duly authorized, in the City of Boston, State of Massachusetts, on
  this 19th day of December, 1996.
  
                                       MATHSOFT, INC.
  
                                       By: /s/ CHARLES J. DIGATE
                                           ---------------------------------------
                                           Charles J. Digate
                                           President and Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
           KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose
  signature appears below constitutes and appoints, jointly and severally, Charles
  J. Digate, Robert P. Orlando and Gordon H. Hayes his attorneys-in-fact, each
  with the power of substitution, for him in any and all capacities, to sign any
  amendments to this Registration Statement on Form S-8 (including post-effective
  amendments), and to file the same, with all exhibits thereto, and other
  documents in connection therewith, with the Securities and Exchange Commission,
  hereby ratifying and confirming all that each of said attorneys-in-fact, or his
  substitute or substitutes, may do or cause to be done by virtue hereof.
  7
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  Signature                          Title                                Date
          ---------                          -----                                ----
  /s/ CHARLES J. DIGATE               President, Chief Executive           December 19, 1996
  --------------------------------    Officer and Chairman of the                           
  Charles J. Digate                   Board of Directors (Principal                         
                                      Executive Officer)                                    
  
  /s/ ROBERT P. ORLANDO               Vice President, Finance and          December 19, 1996 
  --------------------------------    Administration, Chief Financial                        
  Robert P. Orlando                   Officer, Treasurer and Clerk                           
  
  /s/ RICHARD A. D'AMORE              Director                             December 19, 1996
  --------------------------------
  Richard A. D'Amore              
  
  /s/JUNE L. ROKOFF                   Director                             December 19, 1996
  --------------------------------
  June L. Rokoff                      
  
  /s/ CHARLES H. FEDERMAN             Director                             December 19, 1996
  --------------------------------
  Charles H. Federman                 
  
  /s/ STEVEN R. VANA-PAXHIA           Director                             December 19, 1996
  --------------------------------
  Steven R. Vana-Paxhia
  8
  
                                  INDEX TO EXHIBITS
  
  Exhibit                         Description of Exhibit
  -------                         ----------------------
  
  Exhibit 4.4     1996 Non-Qualified, Non-Officer Stock Option Plan.
  
  Exhibit 4.5     Form of Non-Qualified Stock Option Agreement under the 1996
                  Non-Qualified, Non-Officer Stock Option Plan of the Registrant.
  
  Exhibit 5.1     Opinion of Testa, Hurwitz & Thibeault, LLP.
  
  Exhibit 23.1    Consent of Arthur Andersen LLP.
  
  Exhibit 23.2    Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 
                  5.1). 
  
  Exhibit 24.1    Power of Attorney (included as part of the signature page to 
                  this Registration Statement).