UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 5
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
[X] Check box if no longer subject to Section 16. Form 4 or Form 5 obligations
may continue.
[ ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported
1. Name and Address of Reporting Person(s)
Cason, William C.
6300 Bridgepoint Parkway
Building Three, Suite 200
Austin, TX 78730
2. Issuer Name and Ticker or Trading Symbol
PSW Technologies, Inc. (PSWT)
3. I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)
4. Statement for Month/Year
12/98
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all applicable) [ ]
Director [ ] 10% Owner [X] Officer (give title below) [ ] Other (specify
below) Senior Vice President
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 Acquired, Disposed of, or Beneficially Owned
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1)Title of Security 2)Trans- 3.Trans- 4.Securities Acquired(A) 5)Amount of 6) 7)Nature of
action action or Disposed of (D) Securities Indirect
Date Code A Beneficially D Beneficial
(Month/ or Owned at or Ownership
Day/Year) Code Amount D Price End of Year I
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<S> <C> <C> <C> <C><C> <C> <C><C>
<CAPTION>
Table II (PART 1) Derivative Securitites Acquired, Disposed of, or Beneficially Owned (Columns 1 through 6)
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1)Title of Derivative 2)Conversion 3)Trans- 4)Trans- 5)Number of Derivative 6)Date Exercisable and
Security or Exercise action action Securities Acquired (A) Expiration Date
Price of Date Code or Disposed of (D)
Derivative
Security Code A D Exercisable Expiration
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Non-Qualified Stock Option $0.0400 (1) 02/27/04
(right to buy)
Non-Qualified Stock Option $0.0400 (1) 09/29/04
(right to buy)
Non-Qualified Stock Option $0.4400 (2) 09/25/05
(right to buy)
Non-Qualified Stock Option $0.4400 (3) 01/15/06
(right to buy)
Non-Qualified Stock Option $1.9375 09/29/98 A 30,000 (4) 09/29/08
(right to buy)
Non-Qualified Stock Option $1.9375 09/29/98 A 25,000 (5) 09/29/08
(right to buy)
Non-Qualified Stock Option $2.5800 (6) 05/15/06
(right to buy)
Non-Qualified Stock Option $3.9000 (7) 09/27/06
(right to buy)
Non-Qualified Stock Option $9.0000 09/29/98 D 25,000 (5) 03/17/07
(right to buy)
Non-Qualified Stock Option $11.6250 09/29/98 D 30,000 (4) 07/10/07
(right to buy)
<CAPTION>
Table II (PART 2) Derivative Securitites Acquired, Disposed of, or Beneficially Owned (Columns 1,3 and 7 through 11)
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1)Title of Derivative 3)Trans- 7)Title and Amount 8)Price 9)Number of 10) 11)Nature of
Security action of Underlying of Deri- Derivative Indirect
Date Securities vative Securities D Beneficial
Amount or Security Beneficially or Ownership
Number of Owned at I
Title Shares End of Year
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Non-Qualified Stock Option Common Stock 12,308 12,308 D Direct
(right to buy)
Non-Qualified Stock Option Common Stock 12,308 12,308 D Direct
(right to buy)
Non-Qualified Stock Option Common Stock 6,154 6,154 D Direct
(right to buy)
Non-Qualified Stock Option Common Stock 6,154 6,154 D Direct
(right to buy)
Non-Qualified Stock Option 09/29/98 Common Stock 30,000 D Direct
(right to buy)
Non-Qualified Stock Option 09/29/98 Common Stock 25,000 55,000 D Direct
(right to buy)
Non-Qualified Stock Option Common Stock 12,308 12,308 D Direct
(right to buy)
Non-Qualified Stock Option Common Stock 12,308 12,308 D Direct
(right to buy)
Non-Qualified Stock Option 09/29/98 Common Stock 25,000 0 D Direct
(right to buy)
Non-Qualified Stock Option 09/29/98 Common Stock 30,000 0 D Direct
(right to buy)
<FN>
Explanation of Responses:
(1) Options to purchase 12,308 shares are presently exercisable.
(2) Options to purchase 4,615 shares are currently exercisable. The remaining
options become exercisable on September 25, 1999.
(3) Options to purchase 6,154 shares are presently exercisable.
(4) Cancellation of option in connection with grant of replacement option on
September 29,1998. The reported transaction involved the repricing of an
existing option and a new vesting schedule. Options become exercisable in four
(4) equal annual installments commencing on September 29, 1999.
(5) Cancellation of option in connection with grant of replacement option on
September 29,1998. The reported transaction involved the repricing of an
existing option and a new vesting schedule. Options become exercisable on
September 29, 2005.
(6) Options to purchase 6,154 shares are currently exercisable. The remaining
options become exercisable in two (2) equal annual installments commencing on
May 15, 1999.
(7) Options to purchase 6,154 shares are currently exercisable. The remaining
options become exercisable in two (2) equal annual installments commencing on
September 27, 1999.
</FN>
</TABLE>
SIGNATURE OF REPORTING PERSON
/S/ Cason, William C.
DATE 01/15/99
