281,497 Shares

                              SofTech, Inc.

                              Common Stock

                             _______________

      All of the shares (the "Shares") of common stock, $0.10 par value 
per share of SofTech, Inc. (the "Common Stock"), offered hereby are being 
registered for the account of certain stockholders of SofTech, Inc. 
("SofTech" or the "Company"), or their pledgees, named herein (the 
"Selling Stockholders").  See "Plan of Distribution" and  "Selling 
Stockholders." 

      The Selling Stockholders, directly or through agents, dealers or 
underwriters designated from time to time, may sell all or a portion of 
the Shares offered hereby from time to time on terms to be determined at 
the time of sale.  To the extent required, the specific Shares to be sold, 
the respective purchase prices and public offering prices, the names of 
any such agent, dealer or underwriter, and any applicable commissions or 
discounts with respect to a particular offer will be set forth in an 
accompanying Prospectus Supplement.  See "Plan of Distribution."  The 
Selling Stockholders reserve the sole right to accept and, together with 
such Selling Stockholders' agents, dealers or underwriters from time to 
time, to reject, in whole or in part, any proposed purchase of Shares to 
be made directly or through agents, dealers or underwriters.

      The aggregate proceeds to the Selling Stockholders from the sale of 
the Shares offered hereby (the "Offering") will be the purchase price of 
the Shares sold less the aggregate agents' commissions and underwriters' 
discounts, if any, and other expenses of issuance and distribution not 
borne by the Company.  The Company will pay all of the expenses of the 
Offering other than agents' commissions and underwriters' discounts with 
respect to the Shares offered hereby and transfer taxes, if any.  The 
Company will not receive any proceeds from the sale of the Shares offered 
hereby by the Selling Stockholders.

      The Selling Stockholders and any agents, dealers or underwriters 
that participate with the Selling Stockholders in the distribution of the 
Shares may be deemed to be "underwriters" within the meaning of the 
Securities Act of 1933, as amended (the "Securities Act"), in which case 
any commissions received by such agents, dealers or underwriters and any 
profit on the resale of the Shares purchased by them may be deemed 
underwriting commissions or discounts under the Securities Act.

      The Common Stock is listed on the NASDAQ National Market System 
under the symbol "SOFT."

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
 AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
      SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
          COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
              THIS PROSPECTUS.  ANY REPRESENTATION TO THE
                     CONTRARY IS A CRIMINAL OFFENSE.


          THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT 
            PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING.  
             ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.


            The date of this Prospectus is November 30, 1995.

                         AVAILABLE INFORMATION
 
      The Company is subject to the informational requirements of the 
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in 
accordance therewith files reports and proxy statements and other 
information with the Securities and Exchange Commission (the "SEC" or 
"Commission").  Such reports, proxy statements and other information can 
be inspected and copied at the public reference facilities maintained by 
the Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 
20549, and at the Commission's Regional Offices at 7 World Trade Center, 
13th Floor, New York, New York 10048, and Northwestern Atrium Center, 500 
W. Madison Street, Suite 1400, Chicago, Illinois 60661-2511, and copies 
may be obtained at the prescribed rates from the Public Reference Section 
of the Commission at its principal office in Washington, D.C.  In 
addition, the Shares are listed on the NASDAQ National Market System, and 
such materials can be inspected and copied at the NASDAQ National Market 
System, 1735 K Street, N.W., Washington, D.C. 20006.


             INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The Company hereby incorporates by reference the documents listed in 
(a) through (c) below, which have previously been filed with the 
Commission.

            (a) The Company's Annual Report on Form 10-K for the
      fiscal year ended May 31, 1995;

            (b) all reports filed by the Company pursuant to
      Section 13(a) or 15(d) of the Exchange Act since May 31, 1995; and

            (c) the description of the Common Stock contained in the
      Company's registration statement on Form 8-A under the Securities
      Act dated September 14, 1982, and any amendments or reports filed
      for the purpose of updating such description.

      In addition, all documents subsequently filed with the Commission by 
the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange 
Act prior to the filing of a post-effective amendment which indicates that 
all securities offered hereunder have been sold or which deregisters all 
securities then remaining unsold, 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. 
 
      Any statement contained in a document incorporated by reference 
herein shall be deemed to be modified or superseded for purposes of this 
registration statement to the extent that a statement contained herein or 
in any subsequently filed document which also is incorporated by reference 
herein modifies or supersedes such statement.  Any statement so modified 
or superseded shall not be deemed, except as so modified or superseded, to 
constitute a part of this registration statement.

                              THE COMPANY

      SofTech, Inc. (the "Company" or "SofTech") is a Massachusetts 
corporation incorporated on June 10, 1969.  The Company's principal 
executive office is located at 460 Totten Pond Road, Waltham, 
Massachusetts 02154 and its telephone number at that location is (617) 
890-6900.

                         SELLING STOCKHOLDERS

      The following table sets forth certain information with respect to 
the Selling Stockholders, including the number of shares of Common Stock 
beneficially owned by the Selling Stockholders, the number of Shares 
registered hereby and the percentage of shares of Common Stock held by the 
Selling Stockholders.  There can be no assurance that all or any of the 
Shares offered hereby will be sold.  If any are sold, the Selling 
Stockholders will receive all of the net proceeds from the sale of its 
Shares offered hereby.  The Company has been advised by the Selling 
Stockholders that, notwithstanding the registration of its Shares pursuant 
to the Registration Statement of which this Prospectus is a part, the 
Selling Stockholders have no present intention to sell any of the Shares, 
but may in the future determine to do so.  The amounts set forth are to 
the best of the Company's knowledge.



                                                    Number of Shares
                                                    of Common Stock                          Percentage of All
                                                    Owned                 Number of Shares   Outstanding Shares
Selling Stockholders                                Before the Offering   Being Registered   Of Common Stock

                                                                                    
Barry M. Bennett & Elizabeth Ann Bennett JWROS      281,497               281,497            6.9%


      The Selling Stockholders acquired their shares of Common Stock 
pursuant to an Asset Purchase Agreement dated as of January 5, 1995 by and 
among Information Decisions, Incorporated, a wholly owned subsidiary of 
the Company ("IDI"), the Company, Micro Control, Inc. and the Selling 
Stockholders.  Barry M. Bennett is currently the President of the IDI CAD 
Division.

                          PLAN OF DISTRIBUTION

      The Company will not receive any of the proceeds from this Offering. 
The Shares offered hereby may be sold by the Selling Stockholders from 
time to time, subject to certain volume and timing restrictions more fully 
described below, on the NASDAQ National Market System on terms to be 
determined by the Selling Stockholders at the time of such sales.  The 
Selling Stockholders may also make private sales directly or through a 
broker or brokers.  Alternatively, the Selling Stockholders may from time 
to time offer Shares to or through underwriters, dealers or agents, who 
may receive consideration in the form of discounts and commissions; such 
compensation, which may be in excess of ordinary brokerage commissions, 
may be paid by the Selling Stockholders and/or the purchasers of the 
Shares offered hereby for whom such underwriters, dealers or agents may 
act.  The Selling Stockholders and any dealers or agents that participate 
in the distribution of the Shares offered hereby may be deemed to be 
"underwriters" as defined in the Securities Act, and any profit on the 
sale of such Shares offered hereby by them and any discounts, commissions 
or concessions received by any such dealers or agents might be deemed to 
be underwriting discounts and commissions under the Securities Act.  The 
aggregate proceeds to the Selling Stockholders from sales of the Shares 
offered by the Selling Stockholders hereby will be the purchase price of 
such Common Stock less any broker's commissions.

      To the extent required, the specific shares of Common Stock to be 
sold, the respective purchase prices and public offering prices, the names 
of any such agent, dealer or underwriter, and any applicable commissions 
or discounts with respect to a particular offer will be set forth in an 
accompanying Prospectus Supplement.

      The Shares offered hereby may be sold from time to time, subject to 
certain volume and timing restrictions, in one or more transactions at a 
fixed offering price, which may be changed, or at varying prices 
determined at the time of sale or at negotiated prices.  In order to 
comply with the securities laws of certain states, if applicable, the 
Shares offered hereby will be sold in such jurisdictions only through 
registered or licensed brokers or dealers.  In addition, in certain states 
Shares may not be sold unless they have been registered or qualified for 
sale in the applicable state or an exemption from the registration or 
qualification requirement is available and is complied with.

      Under applicable rules and regulations under the Exchange Act, any 
person engaged in the distribution of the Common Stock offered hereby may 
not simultaneously engage in market making activities with respect to the 
Common Stock for a period of two business days prior to the commencement 
of such distribution.  Without limiting the foregoing, the Selling 
Stockholders will be subject to applicable provisions of the Exchange Act 
and the rules and regulations thereunder, including, without limitation, 
Rules 10b-2, 10b-6 and 10b-7, which may limit the timing of purchases and 
sales of the Company's Common Stock by the Selling Stockholders.

      The Company will pay substantially all the expenses incurred by the 
Selling Stockholders and the Company incident to the Offering and sale of 
the Shares to the public, but excluding any underwriting discounts, 
commissions or transfer taxes.

      The Company has agreed to indemnify the Selling Stockholders against 
certain liabilities, including liabilities under the Securities Act.  
Insofar as indemnification for liabilities arising under the Securities 
Act of 1933 may be permitted to directors, officers and controlling 
persons of the Company, the Company 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.


      No person has been 
authorized in connection with the 
offering made hereby to give any 
information or to make any 
representation not contained in 
this Prospectus and, if given or 
made, such information or 
representation must not be relied 
upon as having been authorized by                281,497 Shares 
the Company, the Selling 
Stockholders or any other person. 
 This Prospectus does not 
constitute an offer to sell or a 
solicitation of an offer to buy 
any of the securities offered 
hereby to any person or by anyone 
in any jurisdiction in which it is               SofTech, Inc.
unlawful to make such offer or 
solicitation.  Neither the 
delivery of this Prospectus nor 
any sale made hereunder shall, 
under any circumstances, create                  Common Stock
any implication that the 
information contained herein is 
correct as of any date subsequent 
to the date hereof.                              ______________

                                                   PROSPECTUS

        TABLE OF CONTENTS                        ______________

                               Page

Available Information            2

Incorporation of Certain
  Documents by Reference         2

The Company                      2

Selling Stockholders             2             November 30, 1995

Plan of Distribution             3