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
Kirk, Julie
6300 Bridgepoint Parkway
Building Three, Suite 200
Austin, TX 78730
2. Date of Event Requiring Statement (Month/Day/Year)
4/28/98
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)
[ ] Director [ ] 10% Owner
[X] Officer (give title below) [ ] Other (specify below)
Vice President of Human Resources
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
- -----------------------------------------------------------------------------------------------------
1)Title of Security 2)Amount of 3) 4)Nature of
Securities D Indirect
Beneficially or Beneficial
Owned I Ownership
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock 183 D Direct
<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)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Non-Qualified Stock Option (1) 01/31/04 Common Stock 2,462 $0.0400 D Direct
(right to buy)
Non-Qualified Stock Option (2) 09/25/05 Common Stock 4,923 $0.4400 D Direct
(right to buy)
Non-Qualified Stock Option (3) 09/27/06 Common Stock 8,000 $3.9000 D Direct
(right to buy)
Non-Qualified Stock Option (4) 06/05/07 Common Stock 4,000 $9.0000 D Direct
(right to buy)
<FN>
Explanation of Responses:
- -
Note: Julie Kirk was previously a Section 16 Individual and filed an exit Form
5 in January, 1998. This Form 3 is filed to reinstate Julie Kirk as a
Section 16 Individual as of April 28, 1998.
(1) Options to purchase 2,462 shares are currently exercisable.
(2) Options to purchase 2,461 shares are currently exercisable. The remaining
options become exercisable in two(2)equal annual installments commencing on
September 25, 1998.
(3) Options to purchase 2,000 shares are currently exercisable. The remaining
options become exercisable in three (3)equal annual installments commencing
on September 27, 1998.
(4) Options to purchase 1,803 shares are currently exercisable. The remaining
options become exercisable on January 4, 2001.
</FN>
</TABLE>
SIGNATURE OF REPORTING PERSON
/S/ Kirk, Julie
DATE 05/08/98
