8-K

 
                     SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549

                                  FORM 8-K

 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
                                 ACT OF 1934

DATE OF REPORT  May 5, 1997


                              _________________


                         FRACTAL DESIGN CORPORATION

           (Exact name of registrant as specified in its charter)

                                   0-26822
                          (Commission File Number)

     California                            77-0276903
     (State or other jurisdiction of       (I.R.S. Employer Identification No.)
     incorporation or organization)


                          5550 Scotts Valley Drive
                           Scotts Valley, CA 95066
           (Address of principal executive offices, with zip code)


                               (408) 430-4000
            (Registrant's telephone number, including area code)

 
ITEM 5.  OTHER EVENTS

     On May 1, 1997, Fractal Design Corporation, a California corporation (the
"Company"), announced its financial results for the quarter ended March 31,
1997. Further details regarding this announcement are contained in the
Company's press release dated May 1, 1997 attached as an exhibit hereto and
incorporated by reference herein.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

     (c)  EXHIBITS.

     Exhibit 99  Fractal Design Corporation Press Release dated May 1, 1997

 
                                 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.


                                        FRACTAL DESIGN CORPORATION


Date:  May 5, 1997                      By:  /s/ LESLIE WRIGHT
                                           ----------------------
                                           Leslie Wright
                                           Chief Financial Officer and Chief 
                                           Operating Officer
                                           (Duly Authorized and Principal 
                                           Financial and Accounting Officer)

 
                         FRACTAL DESIGN CORPORATION

                              INDEX TO EXHIBITS

 
 
 Exhibit Number               Description             Sequential Page Number
 --------------               ------------            ----------------------
 
 99.1                Press Release dated May 1, 1997

EX-99.1

 
                                Exhibit 99.1


                     FRACTAL DESIGN CORPORATION REPORTS
                           FOURTH QUARTER RESULTS


  Scotts Valley, CA.,  May 1, 1997 - Fractal Design Corporation today reported
  final results for its fiscal quarter ended March 31, 1997.  These results are
  within the estimated range that the company had preliminarily  announced for
  the fourth fiscal quarter of 1997.

  For the quarter, Fractal's net revenues were $7,004,000, a decrease of 25%
  percent over revenues of $9,307,000 in the fourth quarter a year ago.
  Fractal's net revenues for the twelve months ended March 31, 1997 totaled
  $34,901,000, an increase of 18% percent over the same period last year.

  Net loss for the quarter was $513,000 or $(0.04) per share, compared to net
  income of $1,345,000 and $.10 per share in the prior year.

  FULL YEAR OPERATING AND NET INCOME

  Operating income for the twelve months ended March 31, 1997, before a
  $1,865,000 one-time charge to earnings for the May 1996 acquisition of Ray
  Dream Inc., was $3,571,000, a decrease of 15% percent from the same period one
  year ago.  Net income for the twelve months ended March 31, 1997, before the
  one time merger charge, was $3,188,000 or $0.25 per share, as compared to
  $2,926,000 and $0.25 per share from the prior year.

  After giving effect to the one-time merger charge, the company had net income
  of $1,589,000, or $ 0.12 per share, based on 12,965,000  common and common
  equivalent shares.


  MERGER WITH METATOOLS

  On April 28, 1997, the S-4 and proxy for the merger of Fractal Design and
  MetaTools was made effective and has been mailed to shareholders of record at
  the close of business on April 11, 1997.  The merger will be submitted to a
  vote of both company's shareholders on May 29, 1997.


  This press release contains forward-looking statements and estimates.  Results
  could differ from those anticipated in the statements above, in particular, as
  to the timing and outcome of the shareholder vote on the proposed merger with
  MetaTools.  Additional information about potential factors which could affect
  the Company's financial results is included in the 

 
  Registration Statements on Form S-4 relating to the acquisition of Ray
  Dream, and the proposed merger with MetaTools, both of which are on file
  with the Securities and Exchange Commission, and in particular the
  information under the headings "Risk Factors", "Reasons for the Merger",
  "Recent Developments", "The Merger and Related Transactions", "Fractal
  Management's Discussion and Analysis of Financial Condition and Results of
  Operations," and "Ray Dream Management's Discussion and Analysis of
  Financial Condition and Results of Operations," the Company's Annual Report
  on Form 10-KSB for the fiscal year ended March 31, 1996, the Company's
  Quarterly Report on Form 10-QSB for the quarter ended December 31, 1996, and
  the Company's current report on Form 8K filed on March 18, 1997, which are
  on file with the SEC, and in particular the information under the caption,
  "Management's Discussion and Analysis of Financial Condition and Results of
  Operations." A copy of the Registration Statements, Form 10-KSB, and Form 10-
  QSB are available upon request to the Company.

  COMPANY OVERVIEW

  Fractal Design Corporation is a major force in multi-platform graphics
  software, developing and marketing products that unite traditional art and
  design techniques with digital technology.  Fractal Design products are
  engineered to facilitate and extend the range of creativity for all design
  professionals and graphic hobbyists working on desktop computers.