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
Zacharias, Elizabeth
6300 Bridgepoint Parkway
Building Three, Suite 200
Austin, TX 78730
2. Date of Event Requiring Statement (Month/Day/Year)
8/1/99
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)
Associate VP Recruiting
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 734 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) 09/29/08 Common Stock 1,000 $1.9375 D Direct
(right to buy)
Non-Qualified Stock Option (2) 09/27/06 Common Stock 738 $2.5800 D Direct
(right to buy)
Non-Qualified Stock Option (3) 06/15/09 Common Stock 5,000 $3.0000 D Direct
(right to buy)
Non-Qualified Stock Option (4) 02/09/09 Common Stock 7,000 $3.8750 D Direct
(right to buy)
Non-Qualified Stock Option (5) 05/18/08 Common Stock 2,500 $6.1250 D Direct
(right to buy)
Non-Qualified Stock Option (6) 06/04/07 Common Stock 800 $9.0000 D Direct
(right to buy)
<FN>
Explanation of Responses:
- -
(1) Options to purchase 1,000 shares become exercisable in four (4) equal annual installments commencing on September 29, 1999.
(2) Options to purchase 553 shares are currently exercisable. The remaining options become exercisable on June 24, 2000.
(3) Options to purchase 5,000 shares become exercisable in four (4) equal annual installments commencing on June 15, 2000.
(4) Options to purchase 7,000 shares become exercisable in four (4) equal annual installments commencing on February 9,
2000.
(5) Options to purchase 625 shares are currently exercisable. The remaining options become exercisable in three (3) equal
annual installments commencing on May 18, 2000.
(6) Options to purchase 200 shares are currently excercisable. The remaining
options become exercisable in two (2) equal annual installments commencing on June 4, 2000.
</FN>
</TABLE>
SIGNATURE OF REPORTING PERSON
/S/ Zacharias, Elizabeth
DATE: 8/11/99
