Registration No. 333-_____________

As filed with the Securities and Exchange Commission on November 23, 
1998

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

INSO CORPORATION
(exact name of registrant as specified in its charter)

Delaware                           04-3216243
(State or other jurisdiction of    (I.R.S. Employer 
incorporation or organization)      Identification No.)


31 St. James Avenue, 11th Floor
Boston, Massachusetts
(Address of Principal Executive Offices)
02116-4101
(Zip Code)

INSO CORPORATION
1993 STOCK PURCHASE PLAN
(Full Title of the Plan)

Bruce G. Hill, Esq.
Vice President and General Counsel
Inso Corporation
31 St. James Avenue, 11th Floor 
Boston, Massachusetts 02116-4101
(Name and Address of Agent for Service)

(617) 753-6500
(Telephone Number, Including Area Code, of Agent for Service)

<TABLE>
<CAPTION>

Calculation of Registration Fee

<S>           <C>          <C>         <C>          <C>
Title of      Amount       Proposed    Proposed     Amount of
securities    to be        maximum     maximum      registration
to be         registered   offering    aggregate    fee <F2>
registered    <F1>         price per   offering
                           unit <F2>   price <F1>

--------------------------------------------------------------------
Common        250,000      $23.625     $5,906,250   $1,641.94
Stock 
par value
$.01 per
share

<FN>
<F1> This Registration Statement also relates to an indeterminate number of 
additional shares of Common Stock which may be issuable as a result of stock 
splits, stock dividends or similar transactions.

<F2> The price per share, estimated solely for purposes of calculating the 
registration fee pursuant to Rules 457 (c) and (h), is based on the average 
of the high and low sales prices of the Registrant's Common Stock as reported on
the Nasdaq Stock Market on November 17, 1998.

</FN>

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

This Registration Statement registers additional securities of the same class 
as other securities for which the Registration Statement No. 33-77302 on 
Form S-8 as filed with the Securities and Exchange Commission (the 
"Commission") on April 4, 1994 is effective.  Pursuant to General 
Instruction E of Form S-8, the contents of the above listed 
Registration Statement are hereby incorporated by reference herein.

Item 3.   Incorporation of Documents by Reference

In addition to the documents incorporated by reference in Item 3 of 
Registration Statement No. 33-77302 on Form S-8, the following document 
filed with the Commission is incorporated by reference in this Registration 
Statement:

Rights Agreement, dated as of July 11, 1997, between the Company and State 
Street Bank & Trust Company, as Rights Agent, incorporated by reference to 
the Company's Current Report on Form 8-K filed pursuant to the Securities 
Exchange Act of 1934 on July 16, 1997.

Item 5.  Interests of Named Experts and Counsel.

The validity of the issuance of the Common Stock offered hereby will be passed 
upon for the Company by Bruce G. Hill, Esq., Vice President, General Counsel 
and Secretary of the Company.  As of November 17, 1998, Mr. Hill was the 
beneficial owner of 90,244.98 shares of Common Stock (including options 
exercisable within 60 days to purchase 64,500 shares of Common Stock) and 
the holder of options to purchase 122,000 shares of Common Stock granted 
under the Company's 1993 Stock Incentive Plan and 1996 Stock Incentive Plan.


Item 8. Exhibits.  

The following are filed as exhibits to this Registration Statement:

4.1  Restated Certificate of Incorporation of the Company, dated June 21, 1996, 
     incorporated by reference to Exhibit 4.1 to Registration Statement Number 
     333-06845 on Form S-8 filed with the Commission on June 26, 1996.      
            
4.2  By-laws of the Company, dated November 10, 1993, as amended, 
     incorporated by reference to Exhibit 3.2 to the Company's Annual Report 
     on Form 10-K for the fiscal year ended December 31, 1995.

4.3  Speciman Stock Certificate of Common Stock of the Company, incorporated 
     by reference to Registration Statement No. 33-73996 on Form S-1 filed 
     with the Commission on January 12, 1994, as amended by
     Amendment No. 1 thereto, filed with the Commission on February 2, 1994,
     Amendment No. 2 thereto, filed with the Commission on February 18, 1994,
     and Amendment No. 3 thereto, filed with the Commission on March 1, 1994.

4.4  Rights Agreement, dated July 11, 1997, by and between the Company and 
     State Street Bank & Trust Company, as Rights Agent, incorporated by 
     reference to Exhibit 4.1 to the Company's Current Report on Form 
     8-K filed with the Commission on July 16, 1997.

5    Opinion of Bruce G. Hill, Esq., Vice President, General Counsel and 
     Secretary, dated November 23, 1998.

23.1 Consent of Ernst & Young LLP, dated November 17, 1998.

23.2 Consent of Bruce G. Hill, Esq. (see Exhibit 5).

24   Power of Attorney (included on the signature page of this Registration 
     Statement).

SIGNATURES


Pursuant to the requirements of the Securities Act of 1933, the registrant 
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, Commonwealth of Massachusetts, on 
November 23, 1998.

INSO CORPORATION


By /s/ Bruce G. Hill			
--------------------		      				      
Bruce G. Hill
Secretary



POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature 
appears below constitutes and appoints Steven R. Vana-Paxhia and Bruce G. 
Hill, and each of them, his or her true and lawful attorneys-in-fact and 
agents with full powers of substitution, for him or her and in his or her 
name, place and stead, in any and all capacities, to sign any and all 
amendments (including post-effective amendments) to this Registration 
Statement, and to file the same, with all exhibits thereto, and all documents 
in connection therewith, with the Securities and Exchange Commission, 
granting unto said attorneys-in-fact and agents, and each of them, full power 
and authority to do and perform each and every act and thing requisite and 
necessary to be in and about the premises, as fully to all intents and 
purposes as he or she might or could do in person, hereby ratifying 
and confirming all that said attorneys-in-fact and agents, or any of them, or 
their or his or her substitute or substitutes, may lawfully do or cause to be 
done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration 
statement has been signed below by the following persons in the capacities 
indicated on November 23, 1998.


Signature

Capacity

By /s/ Steven R. Vana-Paxhia
     -----------------------
     Steven R. Vana-Paxhia     President, Chief Executive Officer and Director
                               (Principal Executive Officer)

By /s/ Betty J. Savage
     -----------------
     Betty J. Savage           Vice President and Chief Financial Officer
                               (Principal Financial Officer)

By /s/ Patricia A. Michaels
     ----------------------
    Patricia A. Michaels       Assistant Vice President and Controller
                               (Principal Accounting Officer)

By  __________________
    J.P. Barger                Director

By /s/ Joseph A. Baute
   -------------------
    Joseph A. Baute            Director

By /s/ Samuel H. Fuller
    -------------------
    Samuel H. Fuller           Director

By /s/ John Guttag
     ------------- 
     John Guttag               Director

By /s/ Stephen O. Jaeger
     -------------------
    Stephen O. Jaeger          Director

By /s/ Joanna T. Lau
    ----------------
    Joanna T. Lau              Director

By /s/ Ray Shepard
    --------------
    Ray Shepard                Director

By /s/ Ray Stata
    ------------
    Ray Stata                  Director

By /s/ William J. Wisneski
    ----------------------
    William J. Wisneski        Director
	

Exhibit Index


Exhibit No.
Description

4.1   Restated Certificate of Incorporation of the Company dated 
      June 21, 1996, incorporated by reference to Exhibit 4.1 to 
      Registration Statement Number 333-06845 on Form S-8 
      filed with the Commission on June 26, 1996.*      
           
4.2   By-laws of the Company, dated November 10, 1993, as amended, 
      incorporated by reference to Exhibit 3.2 to the Company's Annual 
      Report on Form 10-K for the fiscal year ended December 
      31, 1995.*

4.3   Speciman Stock Certificate of Common Stock of the Company, 
      incorporated by reference to Registration Statement No. 33-73996 
      on Form S-1 filed with the Commission on January 12, 1994, as amended 
      by Amendment No. 1 thereto, filed with the Commission on 
      February 2, 1994, Amendment No. 2 thereto, filed with the Commission 
      on February 18, 1994, and Amendment No. 3 thereto, filed with the 
      Commission on March 1, 1994.*

4.4   Rights Agreement, dated July 11, 1997, by and between the 
      Company and State Street Bank & Trust Company, as 
      Rights Agent, incorporated by reference to Exhibit 4.1 to 
      the Company's Current Report on Form 8-K filed with the 
      Commission on July 16, 1997.*

5     Opinion of Bruce G. Hill, Esq., Vice President, General 
      Counsel and Secretary, dated November 23, 1998.

23.1  Consent of Ernst & Young LLP, dated November 17, 1998.

23.2  Consent of Bruce G. Hill, Esq. (see Exhibit 5).

24    Power of Attorney (included on the signature page of this 
      Registration Statement).


*   INCORPORATED HEREIN BY REFERENCE.


</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 9954}]
{"company-data": {"conformed-name": "INSO CORP", "cik": "0000917471", "assigned-sic": "7372", "irs-number": "043216243", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-67777", "film-number": "98757801"}, "business-address": {"street1": "31 ST JAMES ST, 11TH FLOOR", "city": "BOSTON", "state": "MA", "zip": "02116", "phone": "6177536500"}, "mail-address": {"street1": "31 ST JAMES STREET, 11TH FLOOR", "city": "BOSTON", "state": "MA", "zip": "02116"}, "former-company": {"former-conformed-name": "INFOSOFT INTERNATIONAL INC", "date-changed": "19940112"}}
Registration No. 333-_____________

As filed with the Securities and Exchange Commission on November 23, 
1998

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

INSO CORPORATION
(exact name of registrant as specified in its charter)

Delaware                           04-3216243
(State or other jurisdiction of    (I.R.S. Employer 
incorporation or organization)      Identification No.)

31 St. James Avenue, 11th Floor
Boston, Massachusetts
(Address of Principal Executive Offices)
02116-4101
(Zip Code)

INSO CORPORATION
1993 STOCK PURCHASE PLAN
(Full Title of the Plan)

Bruce G. Hill, Esq.
Vice President and General Counsel
Inso Corporation
31 St. James Avenue, 11th Floor 
Boston, Massachusetts 02116-4101
(Name and Address of Agent for Service)

(617) 753-6500
(Telephone Number, Including Area Code, of Agent for Service)
Calculation of Registration Fee
Title of      Amount       Proposed    Proposed     Amount of
securities    to be        maximum     maximum      registration
to be         registered   offering    aggregate    fee
registered
price per   offering
                           unit
price
--------------------------------------------------------------------
Common        250,000      $23.625     $5,906,250   $1,641.94
Stock 
par value
$.01 per
share
This Registration Statement also relates to an indeterminate number of 
additional shares of Common Stock which may be issuable as a result of stock 
splits, stock dividends or similar transactions.
The price per share, estimated solely for purposes of calculating the 
registration fee pursuant to Rules 457 (c) and (h), is based on the average 
of the high and low sales prices of the Registrant's Common Stock as reported on
the Nasdaq Stock Market on November 17, 1998.
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

This Registration Statement registers additional securities of the same class 
as other securities for which the Registration Statement No. 33-77302 on 
Form S-8 as filed with the Securities and Exchange Commission (the 
"Commission") on April 4, 1994 is effective.  Pursuant to General 
Instruction E of Form S-8, the contents of the above listed 
Registration Statement are hereby incorporated by reference herein.

Item 3.   Incorporation of Documents by Reference

In addition to the documents incorporated by reference in Item 3 of 
Registration Statement No. 33-77302 on Form S-8, the following document 
filed with the Commission is incorporated by reference in this Registration 
Statement:

Rights Agreement, dated as of July 11, 1997, between the Company and State 
Street Bank & Trust Company, as Rights Agent, incorporated by reference to 
the Company's Current Report on Form 8-K filed pursuant to the Securities 
Exchange Act of 1934 on July 16, 1997.

Item 5.  Interests of Named Experts and Counsel.

The validity of the issuance of the Common Stock offered hereby will be passed 
upon for the Company by Bruce G. Hill, Esq., Vice President, General Counsel 
and Secretary of the Company.  As of November 17, 1998, Mr. Hill was the 
beneficial owner of 90,244.98 shares of Common Stock (including options 
exercisable within 60 days to purchase 64,500 shares of Common Stock) and 
the holder of options to purchase 122,000 shares of Common Stock granted 
under the Company's 1993 Stock Incentive Plan and 1996 Stock Incentive Plan.

Item 8. Exhibits.  

The following are filed as exhibits to this Registration Statement:

4.1  Restated Certificate of Incorporation of the Company, dated June 21, 1996, 
     incorporated by reference to Exhibit 4.1 to Registration Statement Number 
     333-06845 on Form S-8 filed with the Commission on June 26, 1996.      
            
4.2  By-laws of the Company, dated November 10, 1993, as amended, 
     incorporated by reference to Exhibit 3.2 to the Company's Annual Report 
     on Form 10-K for the fiscal year ended December 31, 1995.

4.3  Speciman Stock Certificate of Common Stock of the Company, incorporated 
     by reference to Registration Statement No. 33-73996 on Form S-1 filed 
     with the Commission on January 12, 1994, as amended by
     Amendment No. 1 thereto, filed with the Commission on February 2, 1994,
     Amendment No. 2 thereto, filed with the Commission on February 18, 1994,
     and Amendment No. 3 thereto, filed with the Commission on March 1, 1994.

4.4  Rights Agreement, dated July 11, 1997, by and between the Company and 
     State Street Bank & Trust Company, as Rights Agent, incorporated by 
     reference to Exhibit 4.1 to the Company's Current Report on Form 
     8-K filed with the Commission on July 16, 1997.

5    Opinion of Bruce G. Hill, Esq., Vice President, General Counsel and 
     Secretary, dated November 23, 1998.

23.1 Consent of Ernst & Young LLP, dated November 17, 1998.

23.2 Consent of Bruce G. Hill, Esq. (see Exhibit 5).

24   Power of Attorney (included on the signature page of this Registration 
     Statement).

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant 
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, Commonwealth of Massachusetts, on 
November 23, 1998.

INSO CORPORATION

By /s/ Bruce G. Hill			
--------------------		      				      
Bruce G. Hill
Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature 
appears below constitutes and appoints Steven R. Vana-Paxhia and Bruce G. 
Hill, and each of them, his or her true and lawful attorneys-in-fact and 
agents with full powers of substitution, for him or her and in his or her 
name, place and stead, in any and all capacities, to sign any and all 
amendments (including post-effective amendments) to this Registration 
Statement, and to file the same, with all exhibits thereto, and all documents 
in connection therewith, with the Securities and Exchange Commission, 
granting unto said attorneys-in-fact and agents, and each of them, full power 
and authority to do and perform each and every act and thing requisite and 
necessary to be in and about the premises, as fully to all intents and 
purposes as he or she might or could do in person, hereby ratifying 
and confirming all that said attorneys-in-fact and agents, or any of them, or 
their or his or her substitute or substitutes, may lawfully do or cause to be 
done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration 
statement has been signed below by the following persons in the capacities 
indicated on November 23, 1998.

Signature

Capacity

By /s/ Steven R. Vana-Paxhia
     -----------------------
     Steven R. Vana-Paxhia     President, Chief Executive Officer and Director
                               (Principal Executive Officer)

By /s/ Betty J. Savage
     -----------------
     Betty J. Savage           Vice President and Chief Financial Officer
                               (Principal Financial Officer)

By /s/ Patricia A. Michaels
     ----------------------
    Patricia A. Michaels       Assistant Vice President and Controller
                               (Principal Accounting Officer)

By  __________________
    J.P. Barger                Director

By /s/ Joseph A. Baute
   -------------------
    Joseph A. Baute            Director

By /s/ Samuel H. Fuller
    -------------------
    Samuel H. Fuller           Director

By /s/ John Guttag
     ------------- 
     John Guttag               Director

By /s/ Stephen O. Jaeger
     -------------------
    Stephen O. Jaeger          Director

By /s/ Joanna T. Lau
    ----------------
    Joanna T. Lau              Director

By /s/ Ray Shepard
    --------------
    Ray Shepard                Director

By /s/ Ray Stata
    ------------
    Ray Stata                  Director

By /s/ William J. Wisneski
    ----------------------
    William J. Wisneski        Director
	

Exhibit Index

Exhibit No.
Description

4.1   Restated Certificate of Incorporation of the Company dated 
      June 21, 1996, incorporated by reference to Exhibit 4.1 to 
      Registration Statement Number 333-06845 on Form S-8 
      filed with the Commission on June 26, 1996.*      
           
4.2   By-laws of the Company, dated November 10, 1993, as amended, 
      incorporated by reference to Exhibit 3.2 to the Company's Annual 
      Report on Form 10-K for the fiscal year ended December 
      31, 1995.*

4.3   Speciman Stock Certificate of Common Stock of the Company, 
      incorporated by reference to Registration Statement No. 33-73996 
      on Form S-1 filed with the Commission on January 12, 1994, as amended 
      by Amendment No. 1 thereto, filed with the Commission on 
      February 2, 1994, Amendment No. 2 thereto, filed with the Commission 
      on February 18, 1994, and Amendment No. 3 thereto, filed with the 
      Commission on March 1, 1994.*

4.4   Rights Agreement, dated July 11, 1997, by and between the 
      Company and State Street Bank & Trust Company, as 
      Rights Agent, incorporated by reference to Exhibit 4.1 to 
      the Company's Current Report on Form 8-K filed with the 
      Commission on July 16, 1997.*

5     Opinion of Bruce G. Hill, Esq., Vice President, General 
      Counsel and Secretary, dated November 23, 1998.

23.1  Consent of Ernst & Young LLP, dated November 17, 1998.

23.2  Consent of Bruce G. Hill, Esq. (see Exhibit 5).

24    Power of Attorney (included on the signature page of this 
      Registration Statement).

*   INCORPORATED HEREIN BY REFERENCE.