UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON D.C. 20549

                                   FORM 8-K/A
                                 AMENDMENT NO. 1

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (date of earliest event reported): February 20, 1998

                         COMMISSION FILE NUMBER: 0-15811

                            BRODERBUND SOFTWARE, INC.
             (Exact name of registrant as specified in its charter)


         Delaware                                             94-2768218
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                            Identification No.)


              500 Redwood Boulevard, Novato, California 94948-6121
               (Address of principal executive offices) (Zip Code)


       Registrant's Telephone Number, including area code: (415) 382-4400





ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

(a)  Previous independent accountants

     On February 20, 1998 after approval of the Company's Audit Committee and
     Board of Directors the Company dismissed Ernst and Young, LLP (E&Y) as its
     independent accountants. E&Y's reports on the financial statements of the
     Company for each of the past two fiscal years contained no adverse opinion
     or disclaimer of opinion and were not qualified or modified as to
     uncertainty, audit scope or accounting principle, and did not have any
     reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).
     During the two most recent fiscal years and through the date of this report
     the Company has had no disagreements with E&Y on any matter of accounting
     principles or practices, financial statement disclosure or auditing scope
     and procedure. 

(b)  New independent accountants

     The Company engaged KPMG Peat Marwick, LLP as its new independent
     accountants effective as of February 20, 1998. During the two most recent
     fiscal years and through the date of this report the Company has not
     consulted with KPMG Peat Marwick, LLP regarding the application of
     accounting principles to a specified transaction, or the type of audit
     opinion that may be rendered with respect to the Registrant's financial
     statements.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

Exhibit 16  Letter  from  Ernst  &  Young, LLP to the  Securities  and  Exchange
            Commission dated March 6, 1998.





                                   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 hereunto duly authorized.


March 12, 1998


BRODERBUND SOFTWARE, INC.
(Registrant)


/s/ J. Mark Hattendorf
- ---------------------------------------------
J. Mark Hattendorf
Group Vice President, Chief Financial Officer