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                      02116-4101     
(Address of Principal Executive Offices)   (Zip Code)

INSO CORPORATION
1996 STOCK INCENTIVE 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        3,000,000      $23.625      $70,875,000   $19,703.25
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. 333-06845 on 
Form S-8 as filed with the Securities and Exchange Commission (the 
"Commission") on June 26, 1996 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. 333-06845 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.

4.5   Form of Incentive Stock Option Agreement under the 1996 Stock 
      Incentive Plan, as amended.

4.6   Form of Non-Qualified Stock Option Agreement under the 1996 Stock 
      Incentive Plan, as amended.

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.*

4.5   Form of Incentive Stock Option Agreement under the 1996 
      Stock Incentive Plan, as amended.

4.6   Form of Non-Qualified Stock Option Agreement under the 
      1996 Stock Incentive Plan, as amended.
 
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": 10471}]
{"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": "333-67773", "film-number": "98757767"}, "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                      02116-4101     
(Address of Principal Executive Offices)   (Zip Code)

INSO CORPORATION
1996 STOCK INCENTIVE 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        3,000,000      $23.625      $70,875,000   $19,703.25
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. 333-06845 on 
Form S-8 as filed with the Securities and Exchange Commission (the 
"Commission") on June 26, 1996 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. 333-06845 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.

4.5   Form of Incentive Stock Option Agreement under the 1996 Stock 
      Incentive Plan, as amended.

4.6   Form of Non-Qualified Stock Option Agreement under the 1996 Stock 
      Incentive Plan, as amended.

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.*

4.5   Form of Incentive Stock Option Agreement under the 1996 
      Stock Incentive Plan, as amended.

4.6   Form of Non-Qualified Stock Option Agreement under the 
      1996 Stock Incentive Plan, as amended.
 
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.