UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 3 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
1. Name and Address of Reporting Person
Webb, Timothy
7012 Quill Leaf Cove
Austin, TX 78750
2. Date of Event Requiring Statement (Month/Day/Year)
8/28/98
3. I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)
4. Issuer Name and Ticker or Trading Symbol
PSW Technologies, Inc. (PSWT)
5. Relationship of Reporting Person to Issuer (Check all applicable)
[X] Director [ ] 10% Owner
[X] Officer (give title below) [ ] Other (specify below)
Chief Executive Officer
6. If Amendment, Date of Original (Month/Day/Year)
09/10/98
7. Individual or Joint/Group Filing (Check Applicable Line)
[X] Form filed by One Reporting Person
[ ] Form filed by More than One Reporting Person
<TABLE>
<CAPTION>
Table I Non-Derivative Securities Beneficially Owned
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1)Title of Security 2)Amount of 3) 4)Nature of
Securities D Indirect
Beneficially or Beneficial
Owned I Ownership
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<S> <C> <C> <C>
<CAPTION>
Table II Derivative Securitites Beneficially Owned
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1)Title of Derivative Security 2)Date Exercisable 3)Title and Amount of 4)Conver- 5)Ownership 6)Nature of
and Expiration Date Securities Underlying sion or Form of Indirect
(Month/Day/Year) Derivative Security exercise Derivative Beneficial
price of Security Ownership
Date Expira- Amount or Deri- Direct(D)
Exer- tion Number of vative or
cisable Date Title Shares Security Indirect(I)
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<S> <C> <C> <C> <C> <C> <C> <C>
Incentive Stock Option (right to(1) 08/28/08 Common Stock 199,997 $3.5000 D Direct
buy)
Non-Qualified Stock Option (2) 08/28/08 Common Stock 300,003 $3.5000 D Direct
(right to buy)
<FN>
Explanation of Responses:
(1) The option shall be exercisable for 28,571 shares as of August 28, 1998 and
shall become exercisable for: (i) an additional 28,571 shares upon Optionee's
continuation in Service through January 1, 1999, (ii) an additional 28,571
shares upon continuation in Service through January 1, 2000, (iii) an additional
28,571 shares upon continuation in Service through January 1, 2001, (iv) an
additional 28,571 shares upon continuation in Service through January 1, 2002,
(v) an additional 28,571 shares upon continuation in Serivce through January 1,
2003 and (vi) the remaining 28,571 shares upon continuation in Service through
January 1, 2004.
The options vest over six years as follows: (i) 40,000 shares upon Optionee's
continuation in Service through February 28, 1999, (ii) an additional 39,999
shares upon continuation in Service through August 28, 2000, (iii) an additional
34,285 shares upon continuation in Service through August 28, 2001, (iv) an
additional 15,714 shares upon continuation in Service through August 28, 2002,
(v) an additional 30,000 shares upon continuation in Service through August 28,
2003 and (vi) the remaining 39,999 shares upon continuation in Service through
August 28, 2004.
(2) The options are immediately exerciseable. The options vest over six years as
follows: (i) 60,000 shares upon Optionee's continuation in Service through
February 28, 1999, (ii) an additional 60,001 shares upon continuation in Service
through August 28, 2000, (iii) an additional 65,715 shares upon continuation in
Service through August 28, 2001, (iv) an additional 9,286 shares upon
continuation in Service through August 28, 2002, (v) an additional 45,000 shares
upon continuation in Service through August 28, 2003, and (vi) the remaining
60,001 shares upon Optionee's continuation in Service through August 28, 2004.
</FN>
</TABLE>
SIGNATURE OF REPORTING PERSON
/S/ Webb, Timothy
DATE 10/01/98
