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)
President and Chief Executive Officer
6. If Amendment, Date of Original (Month/Day/Year)
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 194,998 $3.5000 D Direct
buy) *
Non-Qualified Stock Option 08/28/98 08/28/08 Common Stock 305,002 $3.5000 D Direct
(right to buy) *
<FN>
Explanation of Responses:
- -
* The options vest over six years as follows: (i) 100,000 shares upon competion
of six months employment with the Company; (ii) an additional 100,000 shares
upon completion of two years employment with the Company; (iii) an additional
100,000 shares upon completion of three years employment with the Company; (iv)
an additional 25,000 shares upon completion of four years employment with the
Company; (v) an additional 75,000 shares upon completion of five years
employment with the Company; and (vi) an additional 100,000 shares upon
completion of six years employment with the Company, contingent upon continued
service to the Company and must be exercised within ten years from the date of
grant.
(1) The option is exercisable as follows: (i) 28,571 shares exercisable
immediately; (ii) 28,571 shares as of February 28, 1999 (iii) an additional
28,571 shares as of August 28, 2000; (iv) an additional 28,571 shares as of
August 28, 2001; (v) an additional 23,572 shares as of August 28, 2002; (vi) an
additional 28,571 shares as of August 28, 2003; and (vii) an additional 28,571
as of August 28, 2004.
</FN>
</TABLE>
SIGNATURE OF REPORTING PERSON
/S/ Webb, Timothy
DATE 09/10/98
