1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________

FORM 10-K
_______________

ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
_______________

For the fiscal year ended May 31, 1995 Commission file number 0-10665

SofTech, Inc.
(Exact name of registrant as specified in its charter)

Massachusetts #04-2453033
(State or other jurisdiction of (IRS Employer
Incorporation or organization) Identification Number)

460 Totten Pond Rd., Waltham, MA 02154-1960
(Address of principal (Zip Code)
executive offices)

(617) 890-6900
(Registrant's telephone number)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $.10 par value
(Title of Class)

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part II of this Form 10-K or any
amendment to this Form 10-K. [ ]

State the aggregate market value of the voting stock held by non-affiliates
of the registrant: $17,806,538 as of August 11, 1995.On August 11, 1995, the
registrant had outstanding 4,060,047 shares of common stock of $.10 par
value, which is the registrant's only class of common stock.

DOCUMENTS INCORPORATED BY REFERENCE

(1) Annual Report to Stockholders for fiscal year ended May 31, 1995,
filed as Exhibit 13 to this report, incorporated by reference into
Part II of this report, to the extent set forth in said Part II.

(2) Definitive Proxy Statement to be filed in connection with the
registrant's 1995 annual meeting is incorporated by reference into
Part III of this report, to the extent set forth in said Part III.
(Exhibit Index included on Pages 9 - 11)

PART I

Item 1 - Business

GENERAL

SofTech, Inc.( the "Company" ) was founded in Massachusetts on June
10, 1969. The Company had an initial public offering in August 1981 and a
secondary offering in December 1982. For much of its past, the Company's
primary business was that of designing and developing custom software and
providing systems engineering and integration services under contract with
the U.S. Government, primarily the Department of Defense. In December 1993
the Company sold its Government Services Division ("GSD") to CACI
International, Inc. ("CACI") and exited that business. (See description of
this transaction under the "Discontinued Operations" section below.)

SofTech, subsequent to the GSD divestiture, has been a commercial
systems integration company that provides a wide array of computing
solutions, both off-the-shelf and custom developed, to solve complex
business problems. The Company is organized into three business units to
accomplish its objectives. The Products Group is composed of eleven branch
offices within the United States that market hardware, off-the-shelf
software, and service offerings to commercial customers primarily within a
100 mile radius of the respective office locations. The Systems Integration
Services Group is composed of two offices that market "high-end" service
offerings throughout the United States. The Massively Parallel Software
Division is a group that was formed during fiscal 1994 to capitalize on
technology previously developed by the Company. This group operated from two
locations in the U.S. during fiscal 1995. This Division's development efforts
were halted subsequent to fiscal year end.

On July 26, 1995, in conjunction with the release of fourth quarter
results, the Company announced that it had retained an investment banker to
seek alternative strategies aimed at enhancing shareholder value including,
but not limited to, the sale of all or part of the business. It is
impossible to predict, at this time, the final outcome or even the eventual
structure of such a transaction or transactions, as the case may be; nor the
potential effect on results of operations or financial position.

THE PRODUCTS GROUP

The Products Group markets its products (off-the-shelf hardware and
software) and services through eleven operating locations in six states. The
average branch office has been in operation for more than ten years and has
been successful in transitioning product line offerings as technology
changes. These offices provide a full range of computing solutions to their
long time customers. Marketing is performed through direct sales, seminars,
and bid response. Repeat business is critical to the long term viability of
each office.

Product offerings include hardware and software products offered from
leading technology providers such as Compaq, IBM, Sun, Silicon Graphics,
Apple, Oracle, Informix, Lotus, Parametric Technology, Keyfile, CMS, Hewlett
Packard, Synoptics, Cisco, Proteon, Novel, and Banyan. In addition to
offering technology providers' hardware and software products, these offices
also provide a full array of services to meet their customers' computing
needs. The ability to provide a high level of service that spans the full
spectrum of offerings in an efficient, cost effective manner is critical to
the success of these offices.

The Products Group is organized under a wholly-owned subsidiary of the
Company, Information Decisions, Inc. (IDI). Within IDI, business is
conducted through two divisions; the Network Systems Group (NSG) and the
Computer Aided Design group (CAD).

NSG offers a wide variety of well known hardware and off-the-shelf
software networking products to its customers through six offices located in
Michigan and North Carolina. The North Carolina sites were added to the
group at the beginning of fiscal year 1995 through the acquisition of
Carolina Computer Stores ("CCS").(See the section entitled "ACQUISITIONS"
below). NSG also provides, from local offices, a full array of service
offerings related to the products they sell such as network consulting and
systems analysis, installation and implementation, maintenance, and
training. In addition, "high-end" services are marketed to the customer base
by the local sales representatives and delivered from the Company's Systems
Integration Services Group (See below).

The CAD group is the second largest reseller in the U.S. of
proprietary CAD software products developed by Parametric Technology
Corporation. Our CAD group presently has seven offices in six states;
Indiana, Kentucky, Michigan, Texas, North Carolina and Pennsylvania. The CAD
group also sells and services the workstations, primarily from Silicon
Graphics and Sun Microsystems, on which the Pro/ENGINEER software operates.

The ability of the Products Group to provide a full array of service
offerings to complement their traditional hardware and software products in
order to solve customers computing problems is what will continue to permit
this group to compete effectively against high volume, low margin
competitors.

THE SYSTEMS INTEGRATION SERVICES GROUP

The Systems Integration Services Group ("SISG") provides "high-end"
service offerings to its customers as well as to the customers of the
Products Group. These services are provided from offices in Waltham,
Massachusetts and New York City, New York. These "high-end" service
offerings include custom application development; systems reengineering,
analysis and consulting; and conversion of legacy software from proprietary
mainframe to open systems. The Company's ability to deliver this type of
offering was greatly enhanced with the acquisition of System Constructs,
Inc. ("SCI") at the beginning of fiscal year 1995.( See the section entitled
"ACQUISITIONS" below).

SISG markets and delivers its services through two divisions.

The Open Systems Division was formed in April 1993 to offer customers
an automated approach to migrating and re-engineering legacy mainframe
applications to open systems platforms. The migrations are accomplished
through the use of software that the Company licenses from a European
technology provider. License payments are due only when the software is
utilized. In fiscal 1994, its first full year of operation, this Division
generated approximately $1.0 million of consulting revenue. Fiscal 1995
revenue from this Division was $440,000.

SCI, the Company's other "high-end" services division, is a group of
15 versatile and experienced software engineers that have worked closely
with IDI over the last three years to deliver custom software development
and systems engineering services to IDI's customers. Approximately $1.6
million of service was performed by SCI for IDI's customers during fiscal
1995 as compared to about $1.2 million in 1994 and $400,000 in fiscal 1993.
( For information regarding the acquisition of SCI, see the section entitled
"ACQUISITIONS" below).

THE MASSIVELY PARALLEL SOFTWARE DIVISION

The Massively Parallel Software Division ("MPSD") was established in
fiscal 1994 to capitalize on technology previously developed by Compass
prior to the closedown of that subsidiary in fiscal 1992. During fiscal 1995
this Division expended approximately $1.0 million in the development and
marketing of High Performance FORTRAN compiler software initially targeted
towards massively parallel machines and distributed networks of workstations
utilizing the Power PCtm processor chip. This development effort was
discontinued in June 1995 due to the additional investment and time required
from that point to introduce a product and the high degree of risk
associated with generating adequate returns for the effort.

ACQUISITIONS

During fiscal 1995, three acquisitions were completed.

Effective June 24, 1994 SofTech acquired all of the outstanding shares
of System Constructs, Inc. for approximately $1.7 million in cash and 50,000
shares. SCI is a New York City based, services only company that
specializes in re-engineering, downsizing and client/server development
projects employing both local and wide-area networks, and advanced imaging,
voice response, bar-coding, CD-ROM, and Geographic Information System
technologies. Over the previous two years, IDI partnered with SCI to market
and deliver SCI-type services to IDI's customer base.

Effective June 29, 1994 SofTech acquired the net assets of
Computersmith Corporation, a twelve year old computer distributor and
reseller located in North Carolina, that operates under the trade name of
Carolina Computer Stores, for approximately $3.4 million in cash. CCS is a
distributor of Apple, Compaq, Hewlett-Packard and IBM computer products as
well as industry standard networking software. CCS provides sales and
service to both corporate accounts and retail clientele through three
locations in North Carolina.

Effective January 5, 1995 SofTech acquired the net assets of Micro
Control, Inc., a distributor of Parametric Technology Corporation's
mechanical design software, the hardware on which the software product
operates, and the related services to install and maintain the hardware and
software as well as train the users. The purchase price of
approximately $2.7 million was composed of $1.0 million in cash and
281,497 shares of SofTech stock, of which 1,729 shares were issued
subsequent to year end.

The purchase of Micro Control in January 1995 provides for certain
contingent payments in May 1997 if specified operating income growth goals
are attained for each of the Micro Control group and the Company's existing
CAD Division over certain periods ending in 1996 and 1997. The contingent
payments would be equal to the difference between certain defined stock
prices less the market value of the 281,497 shares of SofTech stock issued
to the seller in the transaction. Contingent payments, if due, would be
payable in cash at specified periods subsequent to the goal attainment. The
following table specifies the entity for which the goal applies, the profit
goal, the defined stock price, the performance period, the measurement
period and the payment due date for each of the events.

Entity Profit Defined Performance Measurement Payment
Measured Goal Stock Price Period Period Due Date
- -------- ------ ----------- ----------- ----------- --------

Micro Control $ 703,000 $ 9.60 2/1/95-2/28/96 4/18-5/15/97 5/20/97
Micro Control 778,000 16.80 3/1/96-2/28/97 4/18-5/15/97 5/20/97
Existing CAD 4,087,000 24.00 2/1/95-1/31/97 4/18-5/15/97 5/20/97

In any event, regardless of whether the operating income growth goals
are satisfied, the Company will make a payment to the seller in an amount
equal to the amount, if any, by which the 281,497 shares of SofTech stock
received by the seller as part of this transaction and held at May 20, 1997,
have a fair market value of less than $6.00 per share during the measurement
period from April 18, 1997 to May 15, 1997. This payment would be due on May
20, 1997.

The contingent payments that could be due under this Agreement, if the
profit goals are attained, can not be determined at this time. These
payments could be material if profit goals are attained and the market price
of the SofTech stock does not equal or exceed the defined stock price.

Each of the acquisitions have been accounted for as purchases.

DISCONTINUED OPERATIONS

On December 1, 1993, the Company completed the sale of the GSD to
CACI. CACI purchased substantially all the active GSD contracts and certain
defined assets, primarily computer equipment with a net book value of
approximately $900,000, for $4.2 million in cash. In addition, CACI assumed
building leases with future minimum lease payments of approximately $2
million. This transaction resulted in an after tax gain of approximately
$1.0 million.

Accounts receivable related to services performed, and accounts
payable for liabilities incurred, by the GSD prior to the transaction date
were generally not included in the transaction and therefore have been
retained by the Company. Although the active contracts of the GSD were
successfully novated to CACI in fiscal 1994, the Company remains ultimately
liable to the Government should CACI fail to perform its contractual
obligations. The period of time by which CACI could seek indemnification
from the Company for misrepresentations and such related to the transaction
has expired with no such claims presented.

At May 31, 1995 there remains approximately $2.1 million in gross
receivables due from the U.S. Government. The Company expects to complete
the billing and collection of these receivables during the first half of
fiscal 1996.

During fiscal year 1995, the Defense Contract Audit Agency ("DCAA") of
the U.S. Government completed their audits of the overhead and G&A rates
submitted for all fiscal years through 1994, the last year for which such
audits will be required, with immaterial adjustments.

On October 31, 1991, the Company announced the cessation of ongoing
operations of its wholly-owned subsidiary, Compass, Inc. Compass was a
provider of compiler software and software engineering services for
supercomputers and other advanced architecture computers. There remain no
known liabilities related to this business.

The consolidated financial statements and accompanying notes have been
restated to reflect the net assets and operating results of GSD and Compass
as discontinued operations.

CUSTOMERS

A single customer, the State of Michigan, accounted for revenue of
$12.3 million, $7.1 million, and $1.5 million in fiscal 1995, 1994, and
1993, respectively. The Company does business with thirteen of the seventeen
Michigan State Agencies which reduces the risk associated with this
significant revenue stream dissipating. Currently, the Company has two on-
going contract vehicles with the State. None of the fiscal year 1995, 1994,
or 1993 revenue was from foreign customers.

MARKETING

The Products Group markets its offerings, primarily in and around its
office locations, to commercial accounts through direct sales, seminars, and
bid response. The North Carolina offices generated approximately $2.6
million in revenue for fiscal 1995 through five retail locations. This
retail operation was closed down in April 1995. A significant portion of the
sales representatives' compensation (on average seventy percent) is variable
in nature and is earned based on a percentage of gross margin generated.

The Systems Integration Services Group markets its service offerings
primarily within the U.S. In that the offerings are more complex than the
traditional services performed by the Products Group, the successful
marketing of this type of business is dependent on a few key individuals
that have a technical background. These services are marketed both through
the Product Group's salesforce as well as directly to the customer base of
the two divisions that make up the SISG.

COMPETITION

The Company competes with a large number of companies, both large and
small, within its geographic markets. Approximately seventy seven percent of
its revenue in fiscal 1995 was generated from the sale of hardware and off-
the-shelf software. Several large, national retail chains and mail order
houses that have a cost advantage on the Company based on their purchasing
power compete for a portion of this products business. The competition in
the services business, which made up approximately twenty three percent of
the Company's revenue in fiscal 1995, is also intense with several large,
international, and well respected firms aggressively pursuing that market.
Many of the Company's competitors in both the products and services
businesses have substantially more resources and greater geographical
coverage than does the Company. The Company also directly competes against
the direct salesforce of the manufacturers and technology providers as well
as the in-house capabilities of some of its customers.

RESEARCH & DEVELOPMENT

The Company spent approximately $935,000 and $347,000 during fiscal
years 1995 and 1994, respectively, developing High Performance FORTRAN
Compiler technology that was expected to result in an off-the-shelf software
product during the latter half of the fiscal year 1995. This development
effort was discontinued in June 1995 due to the additional investment and
time required from that point to introduce a product and the high degree of
risk associated with generating adequate returns for the effort. Research and
development expenditures in fiscal year 1993 were not material.

PERSONNEL

As of May 31, 1995, the Company employed 177 persons.

BACKLOG

Backlog as of May 31, 1995 and 1994 was $2.1 million and $510,000,
respectively. In addition, deferred maintenance revenue, which represents
maintenance services to be performed during the next year, totaled $1.7
million and $1.2 million at May 31, 1995 and 1994, respectively. In
addition, during fiscal 1995 the Company was awarded a $4.0 million contract
with the Michigan Department of Disability Services to install network
equipment at five of that Agency's sites throughout the state. As of May 31,
1995 only one of those sites had been installed and there remains
approximately $3.0 million in additional revenue to realize under this award
as the other sites are ready for installation. This $3.0 million is not
included in backlog as no purchase orders have yet been issued for the four
remaining sites. It is expected that all of the backlog and the deferred
revenue would be recognized as revenue during the subsequent year.

SEASONALITY

The first quarter which begins June 1 and ends August 31, has
historically been the slowest quarter of the fiscal year. Management
believes this weakness is due primarily to the buying habits of the
customers and the fact that this quarter falls during prime vacation
periods.

First quarter revenue as a percent of full year revenue for fiscal
years 1995, 1994, and 1993 was 20.8%, 18.2%, and 19.1%, respectively.

Item 2 - Properties

The Company leases approximately 9,800 square feet of office space for
its corporate and administrative offices in Waltham, Massachusetts. IDI
leases space in Ann Arbor, Grand Rapids, Kalamazoo, and Lansing, Michigan;
Raleigh, Charlotte, and Greensboro, North Carolina; Indianapolis, Indiana;
Covington, Kentucky; Austin and Houston, Texas; and Yardley, Pennsylvania.
SCI leases space in New York City. The total space leased for these
locations is approximately 63,000 square feet. The fiscal 1995 rent was
approximately $910,000. The Company's office space is adequate for current
and anticipated levels of business activity.

As part of the acquisition of CCS, the Company purchased a 10,000
square foot, two story office building in Raleigh, North Carolina that
serves as that Company's headquarters.

On August 5, 1991 the Company finalized an amendment to its office
space lease in Alexandria, Virginia which reduced its rented space. This
amendment to the lease eliminated the Company's risk of subleasing its
excess space in the depressed Washington, D.C. real estate market. In
consideration for reducing its aggregate non-cancelable lease commitment by
approximately $5.8 million, the Company paid approximately $3.1 million in
fiscal 1992.

Item 3 - Legal Proceedings

The information in Note I "Discontinued Operations" contained on pages
19-20 of the Registrant's Annual Report to Stockholders for fiscal year
ended May 31, 1995 (Exhibit 13 to this Report) ("Annual Report") is
incorporated by reference herein.

The Company is not a party to any other material legal proceedings.

Item 4 - Submission of Matters to a Vote of Stockholders

No matter was submitted during the fourth quarter of the fiscal year
covered by this report to a vote of the Stockholders of SofTech.

PART II

Item 5 - Market for the Registrant's Common Stock and Related Stockholders
Matters

The information in the "Dividend and Market Information" contained on
page 23 of the Registrant's Annual Report to Stockholders for fiscal year
ended May 31, 1995 ( Exhibit 13 to this report) ( "Annual Report") is
incorporated by reference herein.

Item 6 - Selected Financial Data

The information in the "Five Year Financial Information" of
"Comparative Summaries" contained on page 3 of Registrant's Annual Report to
Stockholders year ended May 31, 1995 (Exhibit 13 to this report) is
incorporated by reference herein.

Item 7 - Management's Discussion and Analysis of Financial Condition and
Results of Operations

The information in "Management's Discussion and Analysis of Financial
Condition and Results of Operations" contained on pages 4 to 8 of the
Registrant's Annual Report (Exhibit 13 to this report) is incorporated by
reference herein.

Item 8 - Financial Statements and Supplementary Data

The following financial statements, together with the report thereon
of Coopers & Lybrand L.L.P., dated July 26, 1995 are incorporated herein by
reference to Registrant's Annual Report (Exhibit 13 to this report):

Report of Independent Accountants (Page 22 of Annual Report)
Consolidated Balance Sheets (Page 10 of Annual Report)
Consolidated Statements of Operations and Retained Earnings (Page 9
of Annual Report)
Consolidated Statements of Cash Flows (Page 11 of Annual Report)
Notes to Consolidated Financial Statements (Pages 12 to 21 of the
Annual Report)

Item 9 - Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

Not applicable.

PART III

Item 10 - Directors and Executive Officers of the Registrant

The information under "Election of Directors" in the Company's
definitive proxy statement to be filed in connection with the Company's 1995
annual meeting is incorporated by reference herein.

Executive Officers of the Company and their ages are as follows:

Name Age Position
- ---- --- --------

Norman L. Rasmussen 66 President and Chief Executive Officer,
Director

Mark R. Sweetland 46 Vice President of the Company, President
and Chief Executive Officer, Information
Decisions, Inc.

Joseph P. Mullaney 38 Vice President, Treasurer and Chief
Financial Officer

Jean J. Croteau 40 Vice President, Business Operations

Sean Q. Flynn 33 Vice President of the Company, President and
Chief Executive Officer, System Constructs, Inc.

Officers are elected at the first Board of Directors meeting following
the Stockholders' meeting at which the Directors are elected.

Following is biographical information with respect to those Executive
Officers not identified in the Proxy Statement:

Mark R. Sweetland

Mr. Sweetland was appointed Vice President of the Company on March 29,
1994. Since March 1992 he has served the Company as President of Information
Decisions, Inc., a wholly-owned subsidiary of SofTech. He was appointed to
the additional position of Chief Executive Officer of IDI in June 1992. Mr.
Sweetland has been employed by IDI since 1980 in various account
representative and management roles.

Joseph P. Mullaney

Mr. Mullaney was appointed Vice President, Treasurer, and Chief
Financial Officer of the Company in November 1993. He started with the
Company in May 1990 as Assistant Controller and was promoted to Corporate
Controller in June 1990. Prior to his employment with SofTech he was
employed for seven years at the Boston office of Coopers & Lybrand as an
auditor in various staff and management positions.

Jean J. Croteau

Mr. Croteau was appointed Vice President, Business Operations of
SofTech in November 1993. He has been employed at the Company since 1981 and
has held various staff and management positions. Immediately preceding his
promotion to Vice President he held the position of Director of Contract
Administration.

Sean Q. Flynn

Mr. Flynn was appointed Vice President of the Company upon completion
of SofTech's acquisition of System Constructs, Inc. in June 1994. From
December 1992 through June 1994 he served as President and Chief Executive
Officer of System Constructs after having formed that company. From 1983 to
December 1992 Mr. Flynn was employed at Teleprocessing, Inc. holding various
staff and management positions including Vice President.

Item 11 - Executive Compensation

The information required under this item is included in the Company's
definitive proxy statement, to be filed in conjunction with the Company's
1995 annual meeting, is incorporated by reference herein.

Item 12 - Security Ownership of Certain Beneficial Owners and Management

The information under "Election of Directors" and "Principal
Stockholders" in the Company's definitive proxy statement, to be filed in
connection with the Company's 1995 annual meeting, is incorporated by
reference herein.

Item 13 - Certain Relationships and Related Transactions

The information under "Election of Directors" in the Company's
definitive proxy statement, to be filed in connection with the Company's
1995 annual meeting, is incorporated by reference herein.

PART IV

Item 14 - Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(A) There are filed as part of this Form 10-K the following:

Financial Statements:

The following financial statements, together with the report thereon
of Coopers & Lybrand dated July 25, 1995, are included in Item 8, by
incorporation by reference to Registrant's Annual Report to Stock-
holders for the fiscal year ended May 31, 1995 ("Annual Report"):

o Report of Independent Accountants (Page 22 of Annual Report)

o Consolidated Balance Sheets (Page 10 of Annual Report)

o Consolidated Statements of Operations and Retained Earnings
(Page 9 of Annual Report)

o Consolidated Statements of Cash Flows (Page 11 of Annual
Report)

o Notes to Consolidated Financial Statements (Pages 12 to 21
of Annual Report)

Schedules:

The following additional financial statements are filed as
financial statement schedules to this Report, pursuant to Item
14(d).

Page
----
II. Valuation and Qualifying Accounts 14

Schedules other than those listed above have been omitted
because they are either not required or not applicable or because the
required information has been included elsewhere in the financial
statements or footnotes.

Exhibits:

(2)(i) Acquisition Agreement, dated as of December 1, 1993, by
and among SofTech, Inc., CACI International Inc., and CACI
Inc., filed as Exhibit 7(c) to Form 8-K dated December 1,
1993 is incorporated by reference.

(2)(ii) Stock Purchase Agreement by and among SofTech, Inc.,
System Constructs, Inc. and the Stockholders of System
Constructs, Inc., filed as Exhibit 2.1 to Form 8-K dated
June 24, 1994 is incorporated by reference.

(2)(iii) Asset Purchase Agreement by and among Information
Decisions, Incorporated, SofTech, Inc., Computersmith
Corporation, and Stockholders of Computersmith
Corporation, filed as Exhibit 2.2 to Form 8-K dated
June 24, 1994 is incorporated by reference.

(2)(iv) Asset Purchase Agreement by and among Information
Decisions, Inc. and SofTech, Inc. as buyer and Micro
Control, Inc. as seller and Stockholders of Micro Control,
Inc., filed as Exhibit 2.1 to Form 8-K dated
January 5, 1995 is incorporated by reference.

(3)(i) Articles of Organization filed as Exhibit 3(a) to
Registration Statement No. 2-73261 are incorporated herein
by reference. Amendment to the Articles of Organization
filed as Exhibit (19) to Form 10-Q for the fiscal quarter
ended November 28, 1986 is incorporated by reference.

(3)(ii) By-laws of the Company, filed as Exhibit (3)(b) to 1990
Form 10K are incorporated herein by reference.

(4) Reference is made to Exhibit (3)(a) above, which is
incorporated by reference. Form of common stock
certificate, filed as Exhibit 4(A), to Registration
statement number 2-73261, is incorporated by reference.

(10)(i) Board resolutions relating to 1981 Non-qualified Stock
Option Plan, 1981 Incentive Stock Option Plan, and forms
of options, filed as Exhibits 28(A) and 28(B) to
registration statement No. 2-82554, are incorporated by
reference. Also, the Company's 1984 Stock Option Plan is
incorporated by reference to Exhibit 28(c) to Registration
Statement 33-5782. Also, the Company's 1994 Stock Option
Plan is incorporated by reference to the 1994 Proxy
Statement.

(10)(ii) Employment Agreement dated as of January 1, 1994, between
SofTech, Inc. and Norman L. Rasmussen filed as Exhibit
10(ii) to the 1994 Form 10-K is incorporated by reference.

(10)(iii) Amended Employment Agreement between SofTech, Inc. and
Norman L. Rasmussen filed as Exhibit 10(I) to Form 10-Q
for the quarter ended February 28, 1995 is incorporated
by reference.

(11) Statement re: computation of per share earnings.

(13) Annual Report to Stockholders.

(21) Subsidiaries of the Registrant.

(23) Consent of Independent Accountants.

(27) Financial Data Schedule as required by Article 5 of
Regulation S-X.

Reports on Form 8-K

No reports on Form 8-K were filed with the Securities and Exchange
Commission for the fourth quarter of fiscal 1995.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

SofTech, Inc.

By /S/ Norman L. Rasmussen
Norman L. Rasmussen, President

Date: August 25, 1995

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

Signature Title Date
- --------- ----- ----

/S/ Norman L. Rasmussen President and Chief Executive and 8/25/95
Norman L. Rasmussen Officer (Principal Executive Officer
Director)

/S/ Joseph P. Mullaney Vice President, Treasurer, Chief 8/25/95
Joseph P. Mullaney Financial Officer

/S/ Joseph C. McNay Director 8/25/95
Joseph C. McNay

/S/ Glenn P. Strehle Director 8/25/95
Glenn P. Strehle

REPORT OF INDEPENDENT ACCOUNTANTS

To the Stockholders and Board of
Directors of SofTech, Inc.:

Our report on the consolidated financial statements of SofTech, Inc.
has been incorporated by reference in this Form 10-K from page 22 of the
1995 Annual Report to Stockholders of SofTech, Inc. In connection with our
audits of such financial statements, we have also audited the related
financial statement schedule on page 14 of this Form 10-K.

In our opinion, the financial statement schedule referred to above,
when considered in relation to the basic financial statements taken as a
whole, present fairly, in all material respects, the information required to
be included therein.

Boston, Massachusetts /s/ COOPERS & LYBRAND L.L.P.
July 26, 1995

16
SOFTECH, INC.

SCHEDULE II

VALUATION AND QUALIFYING ACCOUNTS

Col. A Col. B Col. C Col. D Col. E
- ----------- ------------ ----------------------------- ---------- ----------

Balance at Charged to Charged to Balance at
beginning of costs and other accounts end of
Description period expenses Deductions period
- ----------- ------------ ---------- -------------- ---------- ----------

Fiscal 1995

Allowance for
uncollectible
accounts
receivable $42,254 $ --- $ --- $ --- $42,254

Fiscal 1994

Allowance for
uncollectible
accounts
receivable $25,153 $25,709 $ --- $ 8,608 $42,254

Fiscal 1993

Allowance for
uncollectible
accounts
receivable $59,076 $24,858 $ --- $58,781 $25,153