10-Q/A

This Amendment to Form 10-Q is filed to include the Article 5 Financial Data 
Schedule which was inadvertently omitted from the initial filing.

                     SECURITIES AND EXCHANGE COMMISSION 
                            Washington, DC  20549 
 
                                  FORM 10-Q 
                                   AMENDED 
 
                 QUARTERLY REPORT UNDER SECTION 13 OR 15(d) 
                   OF THE SECURITIES EXCHANGE ACT OF 1934 
 
 
                             __________________ 
 
 
      For the Quarter Ended                      Commission File Number  
        February 28, 1995                               0-10665 
 
                                SOFTECH, INC. 
 
     State of Incorporation                    IRS Employer Identification 
         Massachusetts                                 04-2453033 
 
             460 TOTTEN POND ROAD, WALTHAM, MASSACHUSETTS  02154 
                          Telephone (617) 890-6900 
 
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 requirements for the past 90 days. 
 
                           Yes   X       No _____ 
 
The number of shares outstanding of registrant's common stock at February 28, 
1995 was 4,050,047 shares. 
 

 
                         PART II. OTHER INFORMATION 
 
                       SOFTECH, INC. AND SUBSIDIARIES 
 
Item 6.  Exhibits and Reports on Form 8-K 
 
(a) Exhibits 
 
    (10)(i) Amended Employment Agreement  between SofTech, Inc. and Norman L. 
            Rasmussen, previously filed with Form 10-Q on April 14, 1995. 
 
(b) (27)    Financial Data Schedule as required by Item 601(c) of Regulation
            S-K and Regulation S-B and Rule 401 of Regulation S-T. 
  
(c) Reports on Form 8-K 
 
        The Company filed a Form 8-K with the Securities and Exchange 
Commission on January 19, 1995 describing the purchase of substantially all of 
the net assets of Micro Control, Inc. on January 5, 1995.  Pro forma financial 
information and audited financial statements, required to be filed pursuant to 
Item 7 of Form 8-K reflecting the acquisition, were filed on Form 8 on March 
20, 1995. 
 

 
                                 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. 
 
                                       SOFTECH, INC. 
 
 
Date: May 24, 1995                     /S/ Joseph P. Mullaney
                                           Joseph P. Mullaney 
                                           Vice President 
                                           Chief Financial Officer 
 
 
Date: May 24, 1995                     /S/ Jan E. Yansak 
                                           Jan E. Yansak 
                                           Controller 
 
 
 

EX-27

 

<ARTICLE>         5
<LEGEND>
Article 5 of Regulation S-X

<MULTIPLIER>      1,000
       
                             
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          MAY-31-1995
<PERIOD-END>                               FEB-28-1995
<CASH>                                             720
<SECURITIES>                                       993
<RECEIVABLES>                                   12,248
<ALLOWANCES>                                         0
<INVENTORY>                                      2,836
<CURRENT-ASSETS>                                19,806
<PP&E>                                           5,146
<DEPRECIATION>                                   2,729
<TOTAL-ASSETS>                                  28,058
<CURRENT-LIABILITIES>                            4,830
<BONDS>                                              0
<COMMON>                                           449
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<OTHER-SE>                                      22,778
<TOTAL-LIABILITY-AND-EQUITY>                    28,058
<SALES>                                         36,039
<TOTAL-REVENUES>                                36,039
<CGS>                                           26,706
<TOTAL-COSTS>                                   35,901
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                    274
<INCOME-TAX>                                        98
<INCOME-CONTINUING>                                176
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       176
<EPS-PRIMARY>                                      .04
<EPS-DILUTED>                                      .04