1
SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to SECTION 240.14a-11(c) or
SECTION 240.14a-12

FTP SOFTWARE, INC.
------------------------------------------------
(Name of Registrant as Specified In Its Charter)

------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing is calculated and state how it was determined):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

1) Amount previously paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

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[FTP LOGO]

FTP SOFTWARE, INC.

100 BRICKSTONE SQUARE, FIFTH FLOOR
ANDOVER, MASSACHUSETTS 01810

--------------------

NOTICE OF 1997 ANNUAL MEETING OF STOCKHOLDERS

JUNE 19, 1997

--------------------

The 1997 Annual Meeting of Stockholders of FTP Software, Inc. (the
"Meeting") will be held at the Andover Country Club, 60 Canterbury Street,
Andover, Massachusetts at 10:00 a.m., local time, on Thursday, June 19, 1997,
for the following purposes:

1. To elect two Class I Directors; and

2. To transact any other business that may properly come before the
Meeting or any postponement or adjournment of the Meeting.

Stockholders of record at the close of business on April 25, 1997 are
entitled to notice of, and to vote at, the Meeting.

WHETHER OR NOT YOU PLAN TO BE PERSONALLY PRESENT AT THE MEETING, PLEASE
COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE. YOU MAY REVOKE YOUR PROXY AT ANY TIME BEFORE IT IS VOTED BY
FOLLOWING THE INSTRUCTIONS ON PAGE ONE OF THE ACCOMPANYING PROXY STATEMENT.

By Order of the Board of Directors

/s/ Douglas F. Flood

Douglas F. Flood
Clerk

Andover, Massachusetts
April 30, 1997

1997 ANNUAL MEETING OF STOCKHOLDERS

JUNE 19, 1997

------------------

PROXY STATEMENT

------------------

The enclosed proxy is solicited on behalf of the Board of Directors of FTP
Software, Inc. ("FTP" or the "Company") to be voted at the 1997 Annual Meeting
of Stockholders of the Company to be held at the Andover Country Club, 60
Canterbury Street, Andover, Massachusetts on Thursday, June 19, 1997, at 10:00
a.m., local time, and at any postponement or adjournment of that meeting (the
"Meeting").

Shares of the Company's common stock, par value $.01 per share ("Common
Stock"), represented by proxies in the form enclosed, if properly executed and
returned and not revoked, will be voted as specified in the proxies. Where no
specification is made, the shares will be voted in favor of the election of the
nominees for director named below under "Election of Directors." To be voted,
proxies must be delivered to the Clerk of the Company before the vote at the
Meeting. Each stockholder who has given a proxy may revoke it any time before it
is voted at the Meeting, either (i) by delivering to the Clerk of the Company,
before the vote at the Meeting, a written notice bearing a date later than the
date of the proxy and stating that the proxy is revoked, (ii) by signing and
delivering to the Clerk of the Company, before the vote at the Meeting, another
proxy relating to the same shares and bearing a later date or (iii) by attending
the Meeting and voting in person (although attendance at the Meeting will not,
by itself, revoke a proxy).

FTP's Annual Report to Shareholders for the year ended December 31, 1996
accompanies this Proxy Statement. This Proxy Statement and the enclosed proxy
are first being mailed to stockholders on or about May 8, 1997. Our principal
executive offices are located at 100 Brickstone Square, Fifth Floor, Andover,
Massachusetts 01810.

FTP will pay the cost of solicitation of proxies, which will primarily be
by mail. Directors, officers and employees of FTP may also solicit proxies, by
telephone or telecopy or in person. Those persons will not receive additional
compensation for such solicitation, but may be reimbursed for their related
out-of-pocket expenses. The Company has retained Morrow & Company, Inc. to
assist in the solicitation of proxies for the Meeting, at a cost to the Company
of approximately $6,000 plus reimbursement of reasonable expenses. FTP will also
reimburse banks, brokerage firms and other custodians, nominees and fiduciaries
holding shares of Common Stock for their reasonable expenses in sending proxy
materials to the beneficial owners of such shares.

Only holders of record of the Common Stock at the close of business on
April 25, 1997 (the "Record Date") are entitled to notice of and to vote at the
Meeting. As of the Record Date, there were 33,877,671 shares of Common Stock
outstanding and 410 record holders of the Common Stock (although FTP has been
informed that there were approximately 20,000 beneficial owners of the Common
Stock as of that date). Each share of Common Stock outstanding as of the Record
Date is entitled to one vote on each matter to come before the Meeting. As of
the Record Date, the directors and executive officers of the Company
beneficially owned a total of 2,639,311 shares of Common Stock, representing
approximately 7.6% of the shares of Common Stock outstanding on that date.

ELECTION OF DIRECTORS

The Company's Restated Articles of Organization, as amended (the
"Articles"), and Amended and Restated By-laws (the "By-laws") provide for the
classification of the Company's Board of Directors (the "Board of Directors" or
the "Board") into three classes, as nearly equal in number as possible. The
terms of these classes are staggered, so that only one class is elected each
year, with each director elected for a three-year term or until his or her
successor is duly elected and qualified. The Board of Directors presently
consists of seven persons, two of whom are serving as Class I Directors. The
term of each of the current Class I Directors will expire at the Meeting, and
two Class I Directors are to be elected at the Meeting to serve for a term of
three years expiring at the 2000 Annual Meeting of Stockholders or until their
respective successors are duly elected and qualified.

Each proxy that has been properly executed and returned, and is not
revoked, will be voted in accordance with the instructions indicated on the
proxy. IF NO DIRECTION IS INDICATED, THE PERSONS NAMED IN THE ENCLOSED PROXY
INTEND TO VOTE THE PROXY IN FAVOR OF THE ELECTION AS DIRECTORS OF THE TWO
NOMINEES NAMED BELOW (THE "NOMINEES").

It is expected that each of the Nominees (each of whom is now a director of
FTP) will be able to serve. If any Nominee is not able to serve, each proxy will
be voted either for a substitute nominee designated by the Board or to reduce
the number of directors constituting the whole Board of Directors, as determined
by the persons named in the enclosed proxy in their discretion, unless
instructions are given to the contrary on the proxy.

The name, age and other information relating to the Nominees and to the
other directors of the Company are as follows:

NOMINEES FOR ELECTION AS CLASS I DIRECTORS --
TERMS EXPIRE 2000

NAME AGE PRINCIPAL OCCUPATION DIRECTOR SINCE(1)
---- --- -------------------- -----------------

David D. Clark 53 Senior Research Scientist at the Massachusetts Institute of 1995
Technology Laboratory for Computer Science since 1973; since
the mid-1970's, involved in the development of the Internet
protocol suite; Chairman of the Internet Activities Board
from 1981 to 1989. Dr. Clark also serves as a director of
Proteon, Inc.

F. David Fowler 63 Dean of the School of Business and Public Management at The 1994
George Washington University since July 1992; partner in the
firm of KPMG Peat Marwick from 1969 to 1992, member of Board
of Directors of KPMG Peat Marwick from 1987 to 1992 and
managing partner of KPMG Peat Marwick's Washington Office
from 1987 to 1991. Mr. Fowler also serves as a
director of Crestfunds, Inc., a registered investment
company.

INCUMBENT CLASS II DIRECTORS --
TERMS EXPIRE 1998(2)

NAME AGE PRINCIPAL OCCUPATION DIRECTOR SINCE(1)
---- --- -------------------- -----------------

Kevin J. Burns 47 Chairman of the Board of INTERSOLV, Inc., a developer of 1997(3)
application enablement software for client/server and Internet
based information systems, since 1990; President and Chief
Executive Officer of INTERSOLV from 1986 to May 1995 and
October 1996, respectively. Mr. Burns also serves as a
director of Computervision Corporation.

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NAME AGE PRINCIPAL OCCUPATION DIRECTOR SINCE(1)
---- --- -------------------- -----------------

John A. Kimberley 49 Vice Chairman of FTP and Executive Vice President of Firefox 1996
Communications Inc. ("Firefox"), a subsidiary of FTP, since
FTP's acquisition of Firefox in July 1996; Chairman of the
Board, President and Chief Executive Officer of Firefox from
1990 to July 1996; Managing Director of TIS Systems Limited,
a UNIX hardware and software distributor, from 1986 to 1990.

INCUMBENT CLASS III DIRECTORS --
TERMS EXPIRE 1999

NAME AGE PRINCIPAL OCCUPATION DIRECTOR SINCE(1)
---- --- -------------------- -----------------

Vinton G. Cerf 53 Senior Vice President of Internet and Engineering 1994
Architecture of the Engineering Division of MCI
Telecommunications, Inc. since February 1994; member of the
Board of Trustees of the Internet Society since 1992;
President of the Internet Society from 1992 to 1995; Vice
President of the Corporation for National Research
Initiatives from 1986 through February 1994.

Glenn C. Hazard 45 President since April 1996, Chief Executive Officer since 1996
October 1996 and Chairman of the Board since April 1,
1997(3); Chief Operating Officer from April to October 1996;
Senior Vice President of Business Transformation of Legent
Corporation, a systems management software company, from
March to December 1995; various management positions with
AT&T Corp. and its subsidiaries from 1983 to 1995, including
Senior Vice President of Business Transformation of AT&T
Corp. from June 1994 to March 1995, Vice President of
Business Process Reengineering of AT&T Global Information
Systems from September 1993 to June 1994, Vice President of
Process Reengineering of AT&T Global Business Communications
Systems from August 1992 to September 1993 and Director of
Process Reengineering of AT&T Global Business Communications
Systems from 1990 to August 1992.

Louise A. Mathews 52 Partner, Shaw, Pittman, Potts & Trowbridge, a Washington, 1995
D.C. law firm, since 1984; associate, Steptoe & Johnson,
from 1974 to 1984.

(1) Dates shown indicate the year in which the individual began serving as a
director of the Company.
(2) John H. Keller resigned as a Class II Director on April 16, 1997. Mr.
Keller continues to serve as Senior Vice President of Global Engineering
and Development of the Company.
(3) David H. Zirkle resigned as Chairman of the Board and a Class II Director
effective March 28, 1997. Mr. Hazard was appointed Chairman of the Board
effective April 1, 1997 and Mr. Burns was appointed as a Class II Director
on April 16, 1997 to fill such vacancies.

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BOARD OF DIRECTORS AND COMMITTEES

The Board of Directors held 12 meetings during 1996. Each incumbent
director attended at least 75% of the Board meetings and the meetings held by
committees of the Board on which he or she served during that year. The Board of
Directors currently has four standing committees, the Audit Committee, the
Compensation Committee, the Stock Option Committee and the Nominating Committee.

The Audit Committee, composed of Mr. Fowler and Ms. Mathews, reviews with
the Company's independent accountants and management the scope and results of
the annual audit, the scope of other services provided by the Company's
independent accountants, proposed changes in the Company's financial and
accounting standards and principles, and the Company's policies and procedures
with respect to its internal accounting and financial controls, and
makes recommendations to the Board on the engagement of the independent
accountants, as well as other matters which may come before it or as directed by
the Board. The Audit Committee held four meetings in 1996.

The Compensation Committee, composed of Dr. Cerf, Mr. Fowler and Ms.
Mathews during 1996, administers the Company's cash and stock incentive and
compensation programs and performs such other duties as may from time to time be
determined by the Board of Directors. This Committee held seven meetings in
1996. Mr. Burns was appointed to this Committee in place of Ms. Mathews in April
1997.

The Stock Option Committee was formed in December 1995 to administer the
grant of options under the Company's stock option plans to new employees as well
as to existing employees (other than executive officers) for incentive,
performance and retention purposes, in each case within the framework and
numerical parameters established and as authorized from time to time by the
Compensation Committee. This Committee, composed of Mr. Zirkle through February
1997 and composed of Mr. Hazard from February 1997 through the present, held 11
meetings in 1996.

The Nominating Committee was formed in October 1996 to identify, interview
and evaluate candidates for election as directors of the Company from time to
time and to make recommendations to the Board concerning the election of
candidates that the Committee deems qualified to serve as directors of the
Company (including any candidate nominated by any stockholder of the Company)
and to perform such other functions as may be authorized from time to time by
the Board. The Nominating Committee, composed of Mr. Fowler, Ms. Mathews and Mr.
Zirkle during 1996, held no meetings during 1996. In February 1997, Mr. Hazard
was appointed to this Committee to fill the vacancy created by the resignation
of Mr. Zirkle from this Committee. Mr. Burns was appointed to this Committee in
place of Mr. Hazard in April 1997.

Any stockholder who wishes to nominate a candidate for election as a
director at the 1998 Annual Meeting of Stockholders must, pursuant to the
By-laws, send a written notice to the Clerk of the Company accompanied by a
petition signed by at least 100 record holders of the Company's then outstanding
capital stock who together own at least 1% of the then outstanding shares
entitled to vote in the election of directors. The petition must show the class,
series (if any) and number of shares held by each such record holder. The notice
and petition must be received at the Company's principal executive offices not
less than 60 days nor more than 90 days prior to the meeting (unless less than
70 days notice or prior public disclosure of the date of the meeting is given to
the Company's stockholders, in which case the notice must be received not later
than the close of business on the 10th day following the day on which notice of
the date of the meeting was mailed or publicly disclosed). The notice must set
forth (i) as to each person whom the stockholder proposes to nominate for
election or re-election as a director, all of the information required by
Regulation 14A under the Securities Exchange Act of 1934, including the
nominee's written consent to being named in the applicable proxy statement as a
nominee and to serving as a director if elected, and (ii) the name and address
(as they appear on the Company's books) of the stockholder giving the notice and
the class, series (if any) and number of shares beneficially owned by such
stockholder. A candidate for director should be highly knowledgeable and
experienced in a field that will be useful to the Company, and should have the
ability to exercise sound business judgment. The candidate must also be willing
and able to commit the time and effort needed to be an effective director.

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SECURITY OWNERSHIP

The following table and footnotes set forth information regarding the
beneficial ownership of the Common Stock as of April 21, 1997 by (i) each person
who served as chief executive officer of the Company during 1996 and the other
four most highly compensated executive officers of the Company for the year
ended December 31, 1996 (the "Named Executive Officers"), (ii) each director of
the Company, (iii) all directors, Named Executive Officers and other executive
officers of the Company as a group and (iv) each person (including any "group"
as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934)
known by the Company to be the beneficial owner of more than 5% of the
outstanding shares of Common Stock, the only outstanding class of voting
securities of the Company. Except as otherwise indicated, each of the persons
named below has sole voting power and investment power with respect to the
shares of Common Stock beneficially owned by such person.

SHARES OF COMMON
STOCK BENEFICIALLY OWNED
------------------------
NUMBER OF PERCENT OF
DIRECTORS AND EXECUTIVE OFFICERS (1) SHARES CLASS
------------------------------------ ------ -----

David H. Zirkle 303,000(2) *
Glenn C. Hazard 75,000(3) *
Douglas F. Flood 91,775(4) *
John H. Keller 219,420(5) *
John A. Kimberley 1,400,288 4.1%
John G. McAughtry 5,000(6) *
John J. Warnock, Jr. 25,000(7) *
Kevin J. Burns 16,743(8) *
Vinton G. Cerf 25,000(9) *
David D. Clark 8,768(10) *
F. David Fowler 25,167(11) *
Louise A. Mathews 8,768(12) *
All directors, Named Executive Officers and
other executive officers as a group (15 persons) 2,639,311(13) 7.6%

5% BENEFICIAL OWNERS
--------------------

Kopp Investment Advisors, Inc. 5,760,233(14) 17.0%
LeRoy C. Kopp 5,975,233(14) 17.6%
6600 France Avenue South, Suite 672
Edina, Minnesota 55435

Goldman, Sachs & Co. 1,985,212(15) 5.9%
The Goldman Sachs Group, L.P.
85 Broad Street
New York, New York 10004

* Less than 1%.
(1) The address of all Named Executive Officers and directors is care of FTP
Software, Inc., 100 Brickstone Square, Andover, Massachusetts 01810. Only
the Named Executive Officers are listed individually.
(2) Includes 300,000 shares issuable pursuant to outstanding options
exercisable within 60 days. Mr. Zirkle resigned as President in April 1996,
as Chief Executive Officer in October 1996 and as Chairman and a director
in March 1997.
(3) Consists of 75,000 shares issuable pursuant to outstanding options
exercisable within 60 days.
(4) Includes 90,100 shares issuable pursuant to outstanding options exercisable
within 60 days.
(5) Includes 218,420 shares issuable pursuant to outstanding options
exercisable within 60 days.
(6) Such shares are held in a trust for the benefit of Mr. McAughtry's spouse.
Mr. McAughtry and his spouse are co-trustees of the trust.

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(7) Consists of 25,000 shares issuable pursuant to outstanding options
exercisable within 60 days. Mr. Warnock resigned as Senior Vice President,
Chief Financial Officer and Treasurer in February 1997.
(8) Includes 1,743 shares issuable pursuant to outstanding options exercisable
within 60 days.
(9) Consists of 25,000 shares issuable pursuant to outstanding options
exercisable within 60 days.
(10) Consists of 8,768 shares issuable pursuant to outstanding options
exercisable within 60 days.
(11) Includes 24,167 shares issuable pursuant to outstanding options exercisable
within 60 days.
(12) Consists of 8,768 shares issuable pursuant to outstanding options
exercisable within 60 days.
(13) Includes 800,691 shares issuable pursuant to outstanding options
exercisable within 60 days.
(14) Based on Amendment No. 1 to Schedule 13G dated January 29, 1997, Kopp
Investment Advisors, Inc. has sole voting power with respect to 437,747
shares, sole dispositive power with respect to 50,000 shares and shared
dispositive power with respect to 5,710,233 shares; and LeRoy C. Kopp has
sole voting power with respect to 627,747 shares, shared voting power with
respect to 25,000 shares, sole dispositive power with respect to 240,000
shares and shared dispositive power with respect to 5,735,233 shares.
(15) Based on a Schedule 13G dated February 14, 1997, such persons share voting
and dispositive power with respect to such shares.

EXECUTIVE COMPENSATION

The following table and footnotes set forth information concerning
compensation paid or accrued by the Company on behalf of the Named Executive
Officers for the years ended December 31, 1996, 1995 and 1994.

SUMMARY COMPENSATION TABLE

ANNUAL LONG-TERM
COMPENSATION COMPENSATION
-------------------------------------------- ------------
AWARDS
OTHER ------
ANNUAL SECURITIES ALL OTHER
NAME AND COMPEN- UNDERLYING COMPEN-
PRINCIPAL POSITION YEAR SALARY BONUS SATION OPTIONS SATION
------------------ ---- ------ ----- -------- ----------- ------

David H. Zirkle(1) 1996 $300,000 -- $33,275(2) -- $ 4,750(3)
Former President and 1995 300,000 -- 31,160(2) 500,000 4,620(3)
Chief Executive Officer 1994 240,000 $103,282 17,319(2) -- 4,620(3)

Glenn C. Hazard 1996 190,385 62,000 5,522(2) 500,000 159,590(4)
President and Chief
Executive Officer

Douglas F. Flood 1996 200,000 -- 8,081(2) 140,000 4,750(3)
Senior Vice President 1995 179,673 -- 11,542(2) 50,000 4,620(3)
of Business Develop- 1994 131,312 18,135 8,888(2) 77,000 3,383(3)
ment and Planning
and General Counsel

John H. Keller 1996 225,000 -- -- 150,000 4,750(3)
Senior Vice President 1995 201,776 -- 5,844(2) 100,000 4,620(3)
of Global Engineering 1994 150,154 64,567 -- 100,000 4,620(3)
and Development

John G. McAughtry 1996 52,673 75,000 -- 130,000 --
Senior Vice President
of Global Sales

John J. Warnock, Jr.(5) 1996 186,923 -- 4,339(2) 130,000 128,543(5)
Former Senior Vice
President and Chief
Financial Officer

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9
(1) Mr. Zirkle resigned as President in April 1996, as Chief Executive Officer
in October 1996 and as Chairman in March 1997.
(2) Amounts shown represent vacation payouts accrued for such years.
(3) Amounts shown represent contributions made by FTP to its 401(k) savings
plan for the accounts of the Named Executive Officers.
(4) Includes $154,840 in relocation expenses paid by FTP as described under
"Certain Transactions" below and $4,750 in contributions by FTP to its
401(k) plan for the account of Mr. Hazard.
(5) Includes $126,216 in relocation expenses paid by FTP as described under
"Certain Transactions" below and $2,327 in contributions by FTP to its
401(k) plan for the account of Mr. Warnock. Mr. Warnock resigned as Senior
Vice President, Chief Financial Officer and Treasurer in February 1997.

The following persons also serve as executive officers of the Company:
Susan L. Bostrom, Senior Vice President of Global Marketing and Strategic
Planning; John F. Geraghty, Vice President of Finance, Treasurer and Controller;
John A. Kimberley, Vice Chairman; Peter R. Simkin, Chief Technology Officer; and
James A. Tholen, Senior Vice President and Chief Financial Officer.

STOCK OPTIONS

The following table contains information concerning the grant of stock
options under the Company's stock option plans to the Named Executive Officers
during the year ended December 31, 1996.

OPTION GRANTS IN LAST FISCAL YEAR
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES
OF STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
--------------------------------------------------------- -------------------------------
% OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE
OPTIONS EMPLOYEES IN PRICE EXPIRATION
NAME GRANTED FISCAL YEAR(1) PER SHARE DATE 5% 10%
---- ------------- -------------- ------------ ----------- ----- ------

David H. Zirkle(2) -- -- -- -- -- --
Glenn C. Hazard 300,000(3) 5.98% $ 9.125 4/19/06 $1,721,599 $4,362,870
200,000(4) 3.99 8.250 6/30/06 1,037,676 2,629,675
Douglas F. Flood 50,000(5) 1.00 12.500 2/13/06 393,059 996,089
50,000(6) 1.00 9.250 4/09/06 290,864 737,106
40,000(4) 0.80 8.250 6/30/06 206,596 523,555
John H. Keller 50,000(5) 1.00 12.500 2/13/06 393,059 996,089
50,000(6) 1.00 9.250 4/09/06 290,864 737,106
50,000(4) 1.00 8.250 6/30/06 259,419 657,419
John G. McAughtry 130,000(7) 2.59 7.500 11/15/06 613,172 1,553,899
John J. Warnock, Jr. 100,000(8) 1.99 11.625 1/23/06 731,090 1,852,726
30,000(9) 0.60 8.250 7/22/06 154,468 390,774

(1) The number of options granted to employees includes those granted as part
of an option exchange offer effected during 1996, pursuant to which each
holder (other than executive officers) of an option granted during 1994,
1995 and 1996 was given the opportunity to exchange such option for a new
option covering 50% of the number of shares of Common Stock covered by the
original option and having a new exercise price fixed at the date of
exchange. Under this offer, options to purchase approximately 1.07 million
shares were granted in exchange for outstanding options to purchase
approximately 2.13 million shares.
(2) Mr. Zirkle resigned as President in April 1996, as Chief Executive Officer
in October 1996 and as Chairman in March 1997.
(3) Option vests in four equal annual installments beginning one year after
April 19, 1996, the date of grant.

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10

(4) Option vests in four equal annual installments beginning one year after
June 30, 1996, the date of grant.
(5) Option vests in four equal annual installments beginning one year after
February 13, 1996, the date of grant.
(6) Option vests in four equal annual installments beginning one year after
April 9, 1996, the date of grant.
(7) Option vests in four equal annual installments beginning one year after
November 15, 1996, the date of grant.
(8) Option was to vest in four equal annual installments beginning one year
after January 23, 1996, the date of grant. Mr. Warnock resigned from FTP
in February 1997, at which time this option terminated as to 75,000
shares; this option will now terminate as to the remaining 25,000 shares
on May 28, 1997.
(9) Option was to vest in four equal annual installments beginning one year
after July 22, 1996, the date of grant. This option terminated in its
entirety upon Mr. Warnock's resignation from FTP.

OPTION EXERCISES AND YEAR-END INTERESTS

The following table provides information with respect to the Named
Executive Officers concerning unexercised options held by them as of December
31, 1996. None of such persons exercised any options during 1996. None of such
options were "in-the-money" (i.e., the exercise price of such options exceeded
the fair market value of the Company's Common Stock) at December 31, 1996.

AGGREGATE OPTION EXERCISES IN LAST FISCAL
YEAR AND FISCAL YEAR END OPTION VALUES

NUMBER OF SECURITIES UNDERLYING
UNEXERCISED OPTIONS AT FISCAL YEAR-END
--------------------------------------
NAME EXERCISABLE/UNEXERCISABLE
---- -------------------------

David H. Zirkle(1) 300,000/ 60,000
Glenn C. Hazard 0/500,000
Douglas F. Flood 62,600/237,200
John H. Keller 193,420/316,580
John G. McAughtry 0/130,000
John J. Warnock, Jr.(2) 0/130,000

(1) Mr. Zirkle resigned as President in April 1996, as Chief Executive Officer
in October 1996 and as Chairman in March 1997.
(2) Mr. Warnock resigned as Senior Vice President, Chief Financial Officer and
Treasurer in February 1997.

COMPENSATION OF DIRECTORS

Directors who are not full-time employees of the Company ("Non-employee
Directors") receive an annual fee of $10,000 for their services, plus $1,000 for
each Board of Directors meeting attended and $500 for each Board committee
meeting attended.

Additionally, Non-employee Directors receive automatic, non-discretionary
grants of options to purchase shares of Common Stock under the Company's 1993
Non-employee Directors' Stock Option Plan. That Plan provides generally for an
automatic grant to a Non-employee Director on the date he or she is elected, or
re-elected, as a director, of options to purchase 30,000 shares of Common Stock
at the fair market value of the Common Stock at the time of the grant. One-third
of such options become exercisable at the end of each year of such director's
three-year term. Non-employee Directors who are elected for less than a full
three-year term receive a proportionately smaller initial grant. In August 1996,
this Plan was amended to also permit the Compensation Committee to grant options
to Non-employee Directors on a discretionary basis. No discretionary options
have been granted to date. Each of Messrs. Clark and Fowler is a Nominee for
election as a Class I Director at the Meeting. If elected, each such person will
automatically be granted an option to purchase 30,000 shares of Common Stock, at
the fair market value of the Common Stock on the date of the Meeting, pursuant
to this Plan.

EMPLOYMENT CONTRACTS

During July 1996, each of Messrs. Hazard, Flood, Keller, Warnock (who
resigned from the Company in February 1997) and Zirkle (who resigned from the
Company in March 1997), among others, entered into an

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employment agreement (each, an "Employment Agreement") with the Company
providing for the employment by the Company of each such person for a period of
one year in the cases of the agreements with Messrs. Hazard, Flood, Keller and
Warnock, and through March 31, 1997 in the case of Mr. Zirkle's agreement, as
amended, at an annual salary of $275,000, $200,000, $225,000, $200,000 and
$300,000, respectively. Each Employment Agreement also provides that if a cash
incentive or bonus compensation plan is made available to executive officers of
the Company generally, and the Employee is not then covered by any other cash
incentive or bonus compensation plan, the Employee will be entitled to
participate in such plan in accordance with the plan terms. Mr. Hazard's
Employment Agreement also provided for the payment to Mr. Hazard of a bonus for
1996 in the amount of $62,000 (which amount is included in the "Bonus" column in
the Summary Compensation Table above).

The Employment Agreements contain the following termination provisions,
among others:

(a) the Company has the right to terminate the Employee's employment at
any time "for cause" (as defined in the Employment Agreements), in
which event the Company shall have no further obligation to the
Employee, other than for base salary earned and unpaid at the date of
termination;

(b) the Company has the right to terminate the Employee's employment other
than for cause at any time, in which event, if such termination occurs
either before or after a Change of Control Period (as defined below),
the Company shall pay the Employee, in one lump sum, an amount equal
to 12 months of the Employee's base salary;

(c) the Employee has the right to terminate his employment at any time for
"good reason" (as defined in the Employment Agreements, including
matters such as a change in position or material diminution in the
nature or scope of the Employee's responsibilities, duties or
authority, work site relocation and the material failure of the
Company to provide the Employee the benefits specified in his
Employment Agreement), in which event the Company will be required to
pay the Employee the amount specified in the preceding paragraph; and

(d) if on the date of, or within one year following, a "change of control"
(as defined in the Employment Agreements) (a "Change of Control
Period"), the Company terminates the Employee's employment other than
for cause or the Employee terminates his employment for good reason,
then the Company will be required (subject to certain tax adjustments)
to (i) pay the Employee a lump sum payment equal to two times the
greater of (A) the sum of his base salary and the amount of any bonus
paid or payable to him during the remainder of the term of the
Employment Agreement (which will automatically be extended to be not
less than 12 months from the date the change of control occurs) or (B)
the sum of his base salary and the amount of any bonus paid or payable
to him during the 12 months preceding the month during which such
termination occurs, and (ii) pay the full cost of the Employee's
continued participation in the Company's group health and dental
insurance plans for so long as the Employee remains entitled to
continue such participation under COBRA and the applicable plan terms.
In addition, upon a change of control, all options to purchase the
Company's Common Stock then held by the Employee will automatically
accelerate and become exercisable in full.

Also, each Employment Agreement prohibits the Employee from competing with
the Company and its affiliates for a period of six months following termination
of the Employee's employment.

Prior to July 1996, Mr. Zirkle and the Company were parties to an
employment agreement which terminated upon the execution of Mr. Zirkle's new
Employment Agreement described above. Mr. Zirkle's former employment agreement,
as amended, provided for the employment of Mr. Zirkle as FTP's President and
Chief Executive Officer through March 1, 1997. Under this agreement, Mr. Zirkle
was entitled to a base annual salary of $300,000 and to other benefits to the
same extent as all other executive officers. Such employment agreement also
contained a change of control provision, and provided that in the event of the
breach by the Company of any material term of the agreement or if Mr. Zirkle
were removed as President, Chief Executive Officer or a director of

-9-

FTP prior to the end of the term of the agreement, the Company would have been
required to pay Mr. Zirkle an amount equal to the greater of (i) all amounts
which would otherwise have been due and payable under the agreement and (ii) 25%
of Mr. Zirkle's base salary.

CERTAIN TRANSACTIONS

In October 1996, in connection with the relocation of Glenn C. Hazard,
President and Chief Executive Officer of the Company, from Ohio to Virginia
(where the Company also maintains offices), the Company paid the difference
between the amount outstanding under the mortgage on Mr. Hazard's Ohio residence
and the amount for which Mr. Hazard sold his Ohio residence, totaling
approximately $45,000, and Mr. Hazard's closing costs with respect to the sale
of his Ohio residence and the purchase of his Virginia residence, totaling
approximately $37,065, and paid Mr. Hazard an amount sufficient to pay all
federal, state and local taxes payable by him on account of the payment by the
Company of the amounts described above (a "Tax Payment"), which additional
amount totaled approximately $72,775. In January 1997, the Company leased a
corporate apartment for Mr. Hazard in Boston, Massachusetts, at a total cost
to the Company of approximately $6,500 per month.

In July 1996, the Company acquired Firefox Communications Inc. ("Firefox")
through the merger of Firefox with a wholly-owned subsidiary of the Company.
John A. Kimberley, Vice Chairman and a director of the Company, was President,
Chief Executive Officer and a director of Firefox and owned approximately 21.9%
of the outstanding Firefox common stock. Pursuant to the merger, all of the
outstanding shares of the common stock of Firefox were converted into a total of
approximately 6.4 million shares of Common Stock and approximately $9.1 million
in cash. The shares of Firefox common stock owned by Mr. Kimberley were
accordingly converted into 1,400,288 shares of Common Stock (see "Security
Ownership" above) and approximately $1.98 million in cash. In addition, it was a
condition to the merger that Mr. Kimberley be elected as a director of the
Company, that the Company enter into a registration rights agreement with him
with respect to the shares of Common Stock issuable to him pursuant to the
merger, and that the Company enter into an employment agreement with him. Such
agreements were entered into on July 22, 1996, the closing date of the merger.
The registration rights agreement provides registration rights on customary
terms with pro rata cutbacks and for the payment by the Company of certain
related legal and other expenses. The terms of the employment agreement are
substantially the same as those of the Employment Agreements described above
under "Executive Compensation -- Employment Contracts," except that the salary
payable to Mr. Kimberley under such agreement is $200,000.

In April 1996, in connection with the relocation of John J. Warnock, Jr.,
then the Company's new Senior Vice President, Chief Financial Officer and
Treasurer, from Pennsylvania to Massachusetts, the Company provided to Mr.
Warnock a non-interest bearing bridge loan in the principal amount of $95,000
for the purchase of Mr. Warnock's new Massachusetts residence. The Company also
agreed to pay certain related closing costs and to reimburse Mr. Warnock for all
mortgage payments on his former residence until that residence was sold. The
bridge loan was repayable in full on the earlier of the 15th day following the
sale of Mr. Warnock's former residence or the date Mr. Warnock ceased to be an
employee of the Company, and was secured by a second mortgage on Mr. Warnock's
former residence. Mr. Warnock's former residence was sold on December 30, 1996.
During 1996, the Company paid approximately $11,706 in mortgage payments on Mr.
Warnock's former residence, approximately $22,578 in closing costs with respect
to the sale of that residence and the purchase of Mr. Warnock's new residence
and approximately $36,216 in expenses for Mr. Warnock's move from Pennsylvania
to Massachusetts, and also paid Mr. Warnock a related Tax Payment totaling
approximately $55,716. On January 14, 1997, the due date of the bridge loan,
approximately $68,071 of such loan was repaid from the proceeds of such sale,
and the Company forgave the remaining balance of approximately $26,929 and paid
Mr. Warnock a related Tax Payment of approximately $29,883.

During the fourth quarter of 1995, the Company and David D. Clark, a
director of FTP, entered into an oral consulting agreement pursuant to which the
Company has retained Dr. Clark as a consultant in the areas of technology,
strategy, product development and technology diligence related to corporate
transactions, among other things, at a fee of $3,000 per day. During 1996, the
Company paid Dr. Clark approximately $22,125 for services rendered under this
agreement. No services were performed by Dr. Clark under this agreement during
1995.

-10-
13

REPORT OF THE COMPENSATION COMMITTEE

The Compensation Committee is composed of three independent non-employee
directors.

The Company's executive compensation program is designed to reward and
retain executives who are capable of leading the Company in achieving its
strategic and financial objectives in the competitive and rapidly changing
networking software industry.

Compensation for the Company's executive officers generally consists of an
annual salary, incentive cash bonuses and stock-based incentive compensation.
Each of the Company's executive officers has an annual base salary at a level
that the Committee believes is competitive for technology companies of
comparable size (measured by revenue and anticipated growth) and that allows the
Company to attract and retain experienced executives. Mr. David H. Zirkle's and
Mr. Glenn C. Hazard's 1996 annual salary rates of $300,000 and $275,000,
respectively, were determined based on such factors. The Compensation Committee
relies in part on annual industry salary surveys and has occasionally in the
past commissioned independent surveys. Historically, in addition to base salary,
each of the Company's executive officers has been eligible to receive an
incentive cash bonus at the end of each fiscal year based upon the Company's
financial performance in that fiscal year, typically measured by total revenues
and net income from operations for the year and cash balances at the end of the
year. Because the Company did not meet its financial objectives for 1995, the
Company did not establish an incentive cash bonus plan for 1996. In connection
with the hiring of Mr. Hazard as President and Chief Operating Officer in April
1996, the Company agreed to pay him a bonus for 1996 of $62,000. In connection
with the hiring of Mr. John G. McAughtry as Senior Vice President of Global
Sales in September 1996, the Company agreed to pay him the sum of $75,000, being
the amount of the bonus that would have been payable to him for 1996 by his
former employer. Sales executives have also been eligible for commissions based
on the Company's sales revenue.

The Compensation Committee believes that the Company's achievement of its
strategic goals and objectives will be reflected in long-term stock price
appreciation. Accordingly, the Company seeks to create long-term performance
incentives for its employees by aligning their economic interests with the
interests of the Company's long-term shareholders through the Company's
stock-based incentive compensation program. Stock options are granted at a price
equal to the fair market value of the Company's Common Stock on the date of
grant, and, as a result, receipt of value by the employee is dependent upon an
increase in the price of the Company's Common Stock. Initial stock option grants
are made to executive officers by reference to the number of stock options held
by employees in comparable positions within both the Company and technology
companies of comparable size. Subsequent awards are based on the actual and
anticipated contributions by such employees in helping the Company achieve its
strategic goals and objectives.

In adopting and administering executive compensation plans and
arrangements, the Compensation Committee will consider whether the deductibility
of such compensation will be limited under Section 162(m) of the Internal
Revenue Code of 1986 and, in appropriate cases, may attempt to structure such
compensation so that any such limitation will not apply.

In connection with the hiring of Mr. Hazard as President and Chief
Operating Officer in April 1996, the Compensation Committee granted him an
option to purchase 300,000 shares of the Company's Common Stock on the terms
described elsewhere in this Proxy Statement. In June 1996, to provide further
long term incentive to Mr. Hazard and in anticipation of the upcoming retirement
of Mr. Zirkle as Chief Executive Officer of the Company and the anticipated
election of Mr. Hazard to fill such position, the Compensation Committee granted
Mr. Hazard an option to purchase 200,000 shares of the Company's Common Stock on
the terms described elsewhere in this Proxy Statement. Based upon studies
commissioned by the Compensation Committee during 1995 and information provided
by its advisors, the Compensation Committee determined in 1995 that chief
executive officers of businesses comparable to the Company generally had option
positions equal to approximately 3.5% to 5% of the outstanding common stock. The
June 1996 option grant to Mr. Hazard brought his option position to
approximately 1.5% of the Company's outstanding Common Stock. In February 1997,
the Compensation Committee granted Mr. Hazard an option to purchase an
additional 300,000 shares of the Company's Common Stock, which brought his
option position to approximately 2.5% of the Company's outstanding Common Stock.

-11-
14

With respect to the above matters, the Compensation Committee submits this
report.

COMPENSATION COMMITTEE

Vinton G. Cerf
F. David Fowler
Louise A. Mathews

PERFORMANCE GRAPH

COMPARISON OF CUMULATIVE TOTAL RETURN AMONG FTP COMMON STOCK,
S&P 500 COMPOSITE INDEX AND S&P COMPUTER SOFTWARE & SERVICES INDEX*
-------------------------------------------------------------------

[PERFORMANCE GRAPH APPEARS HERE]

BASE
COMPANY/INDEX PERIOD
16-NOV-93 DEC-93 DEC-94 DEC-95 DEC-96

FTP SOFTWARE, INC. 100 139.47 166.44 152.63 31.58
S&P 500 INDEX 100 100.60 101.93 140.23 172.43
S&P COMPUTER SOFTWARE
& SERVICES 100 95.64 113.05 158.88 246.99

* Assumes $100 invested in the Company's Common Stock, S&P 500 Composite
Index and S&P Computer Software and Services Index on November 16,
1993, the date of the Company's initial public offering. Assumes
reinvestment of dividends.

The stock prices in the foregoing Performance Graph are not necessarily
indicative of future stock price performance. Each of the Report of the
Compensation Committee of the Board of Directors set forth above under "Report
of the Compensation Committee" and the Performance Graph shall not be deemed
incorporated by reference by any general statement incorporating this Proxy
Statement into any filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934, except to the extent that the Company specifically
incorporates such information by reference, and shall not otherwise be deemed
filed under such Acts.

AUDIT MATTERS

Coopers & Lybrand L.L.P. has been selected to audit the Company's financial
statements for the year ending December 31, 1997, and to report the results of
their audit. A representative of Coopers & Lybrand is expected to be present at
the Meeting and will be given the opportunity to make a statement if he or she
desires to do so and to respond to appropriate questions.

-12-
15

ADJOURNMENT OF MEETING

If sufficient votes in favor of the election of the Nominees are not
received by the date of the Meeting, the persons named as proxies in the
enclosed proxy may propose one or more adjournments of the Meeting to permit
further solicitation of proxies. Any such adjournment will require the
affirmative vote of a majority of the shares of Common Stock present in person
or by proxy at the session of the Meeting to be adjourned. The persons named as
proxies in the enclosed proxy will vote in favor of such adjournment those
proxies which they are entitled to vote in favor of the Nominees. They will vote
against any such adjournment those proxies withholding authority to vote for any
Nominee. The Company will pay the costs of any additional solicitation and of
any adjournment session.

QUORUM, REQUIRED VOTES AND METHOD OF TABULATION

Under Massachusetts law and the Company's Articles and By-laws, a majority
of the outstanding shares of Common Stock entitled to vote on matters which come
before the Meeting, present at the Meeting in person or by proxy, will
constitute a quorum as to such matters. Votes cast at the Meeting, in person or
by proxy, will be counted by a person appointed by the Company to act as
election inspector for the Meeting.

The two nominees for election as Class I Directors at the Meeting who
receive the greatest number of votes properly cast for the election of directors
shall be elected directors.

With respect to each matter to be voted on at the Meeting, the election
inspector will count shares represented by proxies that reflect abstentions and
"broker non-votes" (i.e., shares represented at the Meeting held by brokers or
nominees as to which (i) instructions have not been received from the beneficial
owners of, or persons entitled to vote, such shares and (ii) the broker or
nominee does not have discretionary voting power on such matter) only as shares
that are present and entitled to vote on such matter for purposes of determining
the presence of a quorum. Neither abstentions nor broker non-votes will have any
effect on the outcome of the vote on the election of directors.

STOCKHOLDER PROPOSALS

Proposals of stockholders intended to be considered at the 1998 Annual
Meeting of Stockholders must be received by the Company no later than January 2,
1998 to be considered for inclusion in the Company's proxy statement and form of
proxy relating to that meeting.

OTHER BUSINESS

The Board of Directors knows of no business that will come before the
Meeting for action except as described in the accompanying Notice of 1997
Annual Meeting of Stockholders. However, as to any such business, the persons
designated as proxies in the enclosed proxy will have discretionary authority
to act in their best judgment.

FORM 10-K

A COPY OF FTP'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31,
1996 FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS AVAILABLE WITHOUT
CHARGE BY WRITING TO: FTP SOFTWARE, INC., ATTN: CHERYL L.K. BOLAND, MANAGER OF
INVESTOR RELATIONS, 100 BRICKSTONE SQUARE, ANDOVER, MASSACHUSETTS 01810.

-13-
16
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE

- -------------------------------------------------------------------------------
FTP SOFTWARE, INC.
- -------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR.

1. Election of the following nominees as Class I Directors:

With- For All
For hold Except
DAVID D. CLARK [ ] [ ] [ ]
F. DAVID FOWLER

If you wish to withhold your vote for any individual nominee, mark the "For
All Except" box and strike a line through that nominee's name.

RECORD DATE SHARES:

The shares represented by this proxy, if properly executed, will be voted in
accordance with the instructions appearing herein. IN THE ABSENCE OF
SPECIFIC INSTRUCTIONS, THE SHARES REPRESENTED BY THIS PROXY, IF PROPERLY
EXECUTED, WILL BE VOTED "FOR" PROPOSAL 1 AND IN ACCORDANCE WITH THE
DISCRETION OF THE PERSON VOTING THE PROXY WITH RESPECT TO ANY OTHER
BUSINESS PROPERLY BROUGHT BEFORE THE MEETING.

Receipt of the Notice of 1997 Annual Meeting of Stockholders and Proxy
Statement dated April 30, 1997 relating to the Meeting is hereby
acknowledged.

Please be sure to sign and date this Proxy. Date
-----------------------------

Stockholder sign here ---------------------------------------------------------

Co-owner sign here ------------------------------------------------------------

Mark box at right if an address change has been noted on the
reverse side of this card. [ ]

DETACH CARD DETACH CARD

FTP SOFTWARE, INC.

Dear Stockholder,

Please take note of the important information enclosed with this proxy card.

Your vote counts, and you are strongly encouraged to exercise your right to
vote your shares.

Please mark the boxes on this proxy card to indicate how your shares will be
voted. Then sign the card, detach and return it in the enclosed postage paid
envelope.

Your vote must be received prior to the 1997 Annual Meeting of Stockholders,
June 19, 1997. Whether or not you plan to be personally present at the meeting,
please complete, date and sign the enclosed proxy and return it promptly in
the enclosed envelope. If you later desire to revoke your proxy, you may do so
at any time before it is exercised by following the instructions on page one of
the accompanying Proxy Statement.

Thank you in advance for your prompt consideration.

Sincerely,

FTP Software, Inc.

17
FTP SOFTWARE, INC. [FTP SOFTWARE LOGO]

1997 ANNUAL MEETING OF STOCKHOLDERS
OF FTP SOFTWARE, INC., JUNE 19, 1997
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby constitutes and appoints Douglas F. Flood, James A.
Tholen and John F. Geraghty, and each of them singly, with full power of
substitution, as proxies to vote and act at the FTP Software, Inc. 1997 Annual
Meeting of Stockholders to be held on June 19, 1997 at 10:00 a.m., and at any
and all postponements and adjournments thereof (the "Meeting"), upon and with
respect to the number of shares of the common stock of FTP Software, Inc., $.01
par value per share, as to which the undersigned may be entitled to vote or
act. The undersigned instructs such proxies, or their substitutes, to vote in
such manner as they may determine on any matters which may come before the
Meeting, all as indicated in the accompanying Notice of 1997 Annual Meeting of
Stockholders and Proxy Statement, and to vote on the proposal listed on the
reverse side hereof as specified by the undersigned on the reverse side. All
proxies heretofore given by the undersigned in respect of the Meeting are
hereby revoked.

UNLESS OTHERWISE SPECIFIED IN THE BOXES PROVIDED ON THE REVERSE SIDE HEREOF,
THIS PROXY WILL BE VOTED IN FAVOR OF ALL NOMINEES FOR DIRECTORS NAMED IN THE
PROXY STATEMENT AND IN THE DISCRETION OF THE NAMED PROXIES AS TO ANY OTHER
MATTER THAT MAY COME BEFORE THE MEETING.

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| |
| PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY IN |
| THE ENCLOSED ENVELOPE. |
| |
-------------------------------------------------------------------------

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| |
| Please sign exactly as name(s) appear(s) hereon. Joint owners should |
| each sign. If a corporation, sign in full corporate name by president |
| or authorized officer. If a partnership, sign in partnership name by |
| authorized person. When signing as attorney, executor, administrator, |
| trustee or guardian, please give your full title as such. |
| |
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