<PAGE>   1
                                                      Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                      Project Software & Development, Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Massachusetts                                        04-2448516
--------------------------------------------------------------------------------
    (State or other jurisdiction of                           (I.R.S. Employer
     incorporation or organization)                          Identification No.)

100 Crosby Drive, Bedford, Massachusetts                            01730  
--------------------------------------------------------------------------------
(Address of principal executive offices)                         (Zip Code)

                      PROJECT SOFTWARE & DEVELOPMENT, INC.
                           1999 EQUITY INCENTIVE PLAN
                            (Full title of the plan)

                                  Paul D. Birch
                      Project Software & Development, Inc.
                                100 Crosby Drive
                          Bedford, Massachusetts 01730
                                 (781) 280-2000
--------------------------------------------------------------------------------
                          (Name and address, including
              telephone number and area code, of agent for service)

                                 WITH A COPY TO:
                           Peter M. Rosenblum, Esquire
                             Foley, Hoag & Eliot LLP
                             One Post Office Square
                           Boston, Massachusetts 02109
                                 (617) 832-1000

--------------------------------------------------------------------------------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=========================================================================================================
                                                                        Proposed
    Title of                                   Proposed                  Maximum
   Securities               Amount              Maximum                 Aggregate             Amount of
      to be                 to be           Offering Price              Offering             Registration
   Registered             Registered           Per Share                  Price                   Fee
---------------------------------------------------------------------------------------------------------
<S>                        <C>                 <C>                    <C>                       <C>   
Common Stock               925,000             $20.75(1)              $19,193,750(1)            $5,336
($.01 par value)           shares
=========================================================================================================
</TABLE>

         (1) Estimated pursuant to Rule 457(c) and (h) based on the average of
the high and low prices of the Common Stock as reported on the National
Association of Securities Dealers Automated Quotation National Market System on
May 17, 1999.

                   -------------------------------------------





<PAGE>   2




PROSPECTUS


                 THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS
                       COVERING SECURITIES THAT HAVE BEEN
                   REGISTERED UNDER THE SECURITIES ACT OF 1933

                                  MAY 17, 1999


                                  INTRODUCTION

         This Prospectus relates to 925,000 shares of Common Stock, par value
$.01 (the "Common Stock"), to be offered to key employees, officers and
directors of, and individuals providing services to, Project Software &
Development, Inc. (the "Company") under an employee benefit plan providing for
the granting of (i) options to purchase Common Stock intended to qualify as
incentive stock options ("Incentive Options"), as defined in Section 422 of the
Code (as defined below), (ii) options that do not so qualify ("Nonstatutory
Stock Options", and together with Incentive Options, "Options"), (iii) stock
bonuses ("Stock Bonuses"), the terms and conditions of which shall be determined
by the Committee (as defined below), (iv) rights to purchase restricted stock,
the terms and conditions of which shall be determined by the Committee, (v)
rights to receive cash payments based on or measured by appreciation in the
market price of the Common Stock ("Stock Appreciation Rights") and (vi) other
awards based upon the Company's Common Stock on such terms and conditions as the
Committee may determine (together with Incentive Options, Nonstatutory Stock
Options, Stock Bonuses, restricted stock and Stock Appreciation Rights, "Stock
Awards"). This employee benefit plan is designated the Project Software &
Development, Inc. 1999 Equity Incentive Plan (the "1999 Plan").

                                    THE PLAN

PURPOSE

         The purpose of the 1999 Plan is to provide an incentive through which
the Company can continue to attract and retain talented employees, directors and
consultants, and ensure that such employees, directors and consultants will
exert maximum efforts for the success of the Company. The 1999 Plan supersedes
the Company's 1994 Incentive and Nonqualified Stock Option Plan.

CREATION, DURATION, MODIFICATION AND TERMINATION

         On March 4, 1999, the Board of Directors of the Company (the "Board")
adopted and on March 24, 1999 the Company's stockholders approved the 1999 Plan.
A total of 925,000 shares of the Company's Common Stock are reserved for
issuance under the 1999 Plan.

         The Board may amend the 1999 Plan at any time, provided that no
amendment shall be effective unless approved by the stockholders of the Company
to the extent stockholder approval is necessary for the 1999 Plan to satisfy the
requirements of Section 422 of the Code, Section 16b-3 of the Securities Act of
1933, as amended, and the listing or eligibility for quotation




<PAGE>   3



requirements of the NASDAQ Stock Market or any similar organization or of any
national securities exchange upon which shares of the Company's Common Stock are
listed or eligible for trading. The Board of Directors may terminate or suspend
the 1999 Plan at any time. Unless sooner terminated, the 1999 Plan shall
terminate on March 4, 2009.

ADMINISTRATION

         The 1999 Plan is administered by a committee of the Board of Directors
that will consist of not fewer than two members (the "Committee"). All members
of the Committee must qualify as "Non-Employee Directors" within the meaning of
Section 16b-3 under the Securities Exchange Act of 1934, as amended (the "1934
Act") and as "Outside Directors" under Section 162(m) of the Internal Revenue
Code of 1986, as amended (the "Code"). It is anticipated that the Company's
Compensation Committee will act as the Committee. Except as specifically
reserved to the Board under the terms of the 1999 Plan, the Committee shall have
full and final authority to operate, manage and administer the 1999 Plan on
behalf of the Company.

         The 1999 Plan authorizes the Committee to construe and interpret the
1999 Plan and Stock Awards granted under it, to establish, amend and revoke
rules and regulations for the administration of 1999 Plan, and generally, to
exercise such powers and to perform such acts as the Committee deems necessary
or expedient to promote the best interests of the Company with respect to the
1999 Plan.

         Except with respect to certain non-discretionary option grants to
Non-Employee Directors described below, the Committee has the power to select
the persons to whom Stock Awards are granted and to determine whether a Stock
Award will be an Incentive Stock Option, a Nonstatutory Stock Option, a Stock
Bonus, a right to purchase restricted stock, a Stock Appreciation Right, another
stock-based award or a combination of the foregoing. The Committee prescribes
the terms, conditions, restrictions, if any, and provisions of each Stock Award
(which need not be identical) subject to the provisions of the 1999 Plan.

         Members of the Committee serve at the discretion of the Board. As of
the date of this Prospectus, the members of the Committee are Stephen B. Sayre
and Alan L. Stanzler.

         Information about the 1999 Plan and its administration may be obtained
by calling or writing to the Company's Chief Financial Officer, Project Software
& Development, Inc., 100 Crosby Drive, Bedford, Massachusetts 01730, (781)
280-2000.

PARTICIPATION

         Stock Awards under the 1999 Plan may be granted to officers, directors,
employees and consultants of the Company. Incentive Stock Options and Stock
Appreciation Rights appurtenant thereto may be granted only to employees. Other
Stock Awards may be granted to employees, directors or consultants, provided,
however, that Stock Awards may be granted to Non-Employee Directors only as
described below.

         Incentive Options and Nonstatutory Stock Options. Awards of Options
under the 1999



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<PAGE>   4



Plan may be made until March 4, 2009. No Incentive Options may extend for more
than ten years from the date of grant (five years in the case of an optionee who
owns stock possessing more than 10% of the total combined voting power of all
classes of stock of the Company or any parent or subsidiary
("greater-than-ten-percent-stockholders")). The exercise price of Incentive
Options granted under the 1999 Plan must be at least equal to the fair market
value of the Common Stock on the date of grant (110% of fair market value in the
case of a greater-than-ten-percent-stockholder). The aggregate fair market value
(determined at the time of grant) of shares issuable pursuant to Incentive
Options which first become exercisable by an employee or officer in any calendar
year may not exceed one hundred thousand dollars ($100,000). Incentive Options
are non-transferable except by will or by the laws of descent or distribution
and are exercisable, during the optionee's lifetime, only by the optionee.

         The exercise price for Nonstatutory Stock Options will be set by the
Committee at the time of grant. A Nonstatutory Stock Option will be transferable
to the extent permitted under the option agreement governing such Nonstatutory
Stock Option. No Nonstatutory Stock Option may extend for more than ten years
from the date of grant.

         At the discretion of the Committee, Options may include a so-called
"reload" feature pursuant to which an optionee exercising an Option by the
delivery of a number of shares of Common Stock would automatically be granted an
additional Option (with an exercise price equal to the fair market value of the
Common Stock on the date the additional Option is granted, with the same
expiration date as the original option being exercised, and with such other
terms as the Committee may provide) to purchase that number of shares of Common
Stock equal to the number delivered to exercise the original Option.

         Options for Non-Employee Directors. Each Non-Employee Director, upon
first joining the Board of Directors, will automatically be granted a
Nonstatutory Stock Option to purchase 9,000 shares of Common Stock with an
exercise price equal to the fair market value of the Common Stock on the date of
grant. Notwithstanding the preceding sentence, in the event a Non-Employee
Director joins the Board after the second Tuesday in February in a given year
such Non-Employee Director will receive a Nonstatutory Stock Option for a number
of shares equal to 9,000 multiplied by N/12 where "N" is the number of months
remaining between the date of election of such Non-Employee Director and the
next second Tuesday in February. In addition, each Non-Employee Director who
continues to serve as a director following any annual meeting of stockholders of
the Company or special meeting in lieu thereof at which Directors are elected
will automatically be granted, immediately following such meeting of
stockholders, a Nonstatutory Stock Option to purchase 9,000 shares of Common
Stock at an exercise price equal to the Fair Market Value of the Common Stock on
the date of grant. All Options granted to Non-Employee Directors will be vested
in full at the time of grant and will expire on the date which is five years
from the date of grant.

         Stock Bonuses. Each Stock Bonus will be in such form and will contain
such terms and conditions as the Committee shall deem appropriate. A Stock Bonus
may, in the discretion of the Committee, be granted in consideration for past
services actually rendered to the Company for its benefit.



                                        3


<PAGE>   5



         Restricted Stock. Employees and consultants may be granted the right to
purchase restricted stock from the Company under the 1999 Plan. Any restricted
stock purchase agreement shall be in such form and shall contain such terms and
conditions as the Committee shall deem appropriate. The purchase price under
each restricted stock purchase agreement shall be such amount as the Committee
shall determine and designate in such agreement. Except as otherwise provided in
the 1999 Plan, no rights under a restricted stock purchase agreement shall be
assignable by any participant under the 1999 Plan, either voluntarily or by
operation of law, except by will or by the laws of descent and distribution, and
shall be exercisable during the lifetime of the person to whom the rights are
granted only by such person. The purchase price of stock acquired pursuant to a
restricted stock purchase agreement shall be paid either: (i) in cash at the
time of purchase; (ii) at the discretion of the Committee, according to a
deferred payment or other arrangement with the person to whom the stock is sold;
or (iii) in any other form of legal consideration that may be acceptable to the
Committee in its discretion on terms determined by the Committee.

         Stock Appreciation Rights. Each Stock Appreciation Right shall entitle
the holder to a distribution based on the appreciation in the fair market value
per share of a designated amount of the Company's Common Stock. Three types of
Stock Appreciation Rights are authorized for issuance under the 1999 Plan:

                  Tandem Stock Appreciation Rights. Tandem Rights may be granted
                  appurtenant to an Option and will require the holder to elect
                  between the exercise of the underlying Option for shares of
                  Common Stock and the surrender, in whole or in part, of such
                  Option for an appreciation distribution equal to the excess of
                  (A) the fair market value (on the date of Option surrender) of
                  vested shares of Common Stock purchasable under the
                  surrendered Option over (B) the aggregate exercise price
                  payable for such shares. Tandem Rights may be tied to either
                  Incentive Stock Options or Nonstatutory Stock Options. Each
                  such right shall generally be subject to the same terms and
                  conditions applicable to the particular Option to which it
                  pertains. If Tandem Rights are granted appurtenant to an
                  Incentive Option, they must satisfy any applicable Treasury
                  Regulations so as not to disqualify such Option as an
                  Incentive Stock Option under the Code.

                  Concurrent Stock Appreciation Rights. Concurrent Rights will
                  be granted appurtenant to an Option and may apply to all or
                  any portion of the shares of Common Stock subject to the
                  underlying Option and will be exercised automatically at the
                  same time the Option is exercised for those shares. The
                  appreciation distribution to which the holder of such
                  concurrent right shall be entitled upon exercise of the
                  underlying Option shall be in an amount equal to such portion
                  as shall be determined by the Board or the Committee at the
                  time of grant of the excess of (A) the aggregate fair market
                  value (at date of exercise) of the vested shares purchased
                  under the underlying Option with such concurrent rights over
                  (B) the aggregate exercise price paid for those shares.
                  Concurrent Rights may be tied to any or all of the shares of
                  Common Stock subject to any Incentive Stock Option or
                  Nonstatutory Stock Option grant made under the 1999 Plan. A
                  Concurrent Right shall, except as specifically set forth
                  below, be subject to the



                                        4


<PAGE>   6



                  same terms and conditions applicable to the particular option
                  grant to which it pertains.

                  Independent Stock Appreciation Rights. Independent Rights may
                  be granted independently of any Option and will entitle the
                  holder upon exercise to an appreciation distribution equal in
                  amount to the excess of (A) the aggregate fair market value
                  (at date of exercise) of a number of shares of Common Stock
                  equal to the number of vested share equivalents exercised at
                  such time over (B) the aggregate fair market value of such
                  number of shares of Common Stock at the date of grant.
                  Independent Rights will generally be subject to the same terms
                  and conditions applicable to Nonstatutory Stock Options. They
                  will be denominated in share equivalents.

EXERCISE OF OPTIONS; PAYMENT OF EXERCISE PRICE

         Each option granted under the 1999 Plan may be exercised, so long as it
is valid and outstanding, from time to time in part or as a whole, subject to
any limitations with respect to the number of shares for which the option may be
exercised at a particular time and to such other conditions as the Committee in
its discretion may specify upon granting the option.

         Options may be exercised by the delivery of written notice to the
Company setting forth the number of shares of Common Stock the option holder
then desires to purchase and specifying the address to which the certificates
for such shares are to be mailed, together with (i) cash at the time the Option
is exercised equal to the option price of such shares; or (ii) at the discretion
of the Committee either at the time of grant or exercise of the Option (a) by
delivery to the Company of shares of Common Stock of the Company; (b) according
to a deferred payment or other arrangement with the person to whom the Option is
granted or to whom the Option is transferred; or (c) in any other form of legal
consideration that may be acceptable to the Committee on terms determined by the
Committee.

         Shares of Common Stock issued under the 1999 Plan may be either
treasury shares or authorized but unissued shares of the Company. An
optionholder will not pay any fees, commissions or charges to the Company upon
exercise of a Stock Award other than the exercise price applicable to such Stock
Award.

RESALE RESTRICTIONS

         Shares of Company Common Stock sold or awarded under the Plan pursuant
to Stock Bonuses or restricted stock purchase agreements may, but need not, be
subject to a repurchase option in favor of the Company in accordance with a
vesting schedule to be determined by the Committee. Under the 1999 Plan, the
Committee may also, in its discretion, specify upon the granting of an Option
that upon request of the Company or the underwriters managing any underwritten
offering of the Company's securities, the option holder will not, for up to 180
days from the effective date of any registration of securities of the Company,
sell, make any short sale of, loan, grant any option for the purchase of, or
otherwise dispose of any shares issued pursuant to the exercise of such option,
without the prior written consent of the Company or such



                                        5


<PAGE>   7



underwriters, as the case may be.

         Except as described in the preceding paragraph, the shares of Common
Stock obtained under the 1999 Plan will not be subject to any restrictions on
resale under the 1999 Plan. Except in the case of shares issued to affiliates of
the Company, as defined in the Securities Act of 1933, as amended (the "Act"),
the shares of Common Stock issued under the 1999 Plan, if otherwise
unrestricted, will be freely eligible for resale in the public market if they
are issued while a Registration Statement on Form S-8 of which this Prospectus
is a part is effective. If such shares are issued at a time when a Registration
Statement on Form S-8 covering them is not effective, such shares will be
restricted securities and may not be offered or resold except pursuant to an
effective registration statement under the Act or an exemption from the
registration requirements of the Act.

         This Prospectus does not cover resales by affiliates of the Company, as
defined in the Act, of shares of the Common Stock purchased under the 1999 Plan.
Resales by affiliates of Common Stock purchased under the 1999 Plan will be
subject to the restrictions thereon imposed by the Act, and offers and sales by
affiliates may be made only pursuant to an effective registration statement
under the Act or an exemption from the registration requirements of the Act.

         Officers, directors and beneficial owners of greater than 10% of the
outstanding shares of Common Stock who have been granted options under the 1999
Plan may be subject to Section 16 of the 1934 Act and to the rules promulgated
thereunder. Such persons should consult their tax, accounting and legal advisors
with respect to options granted to them under the 1999 Plan and the acquisition
and disposition of shares of Common Stock obtained upon exercise of such
options.

UNITED STATES INCOME TAX INFORMATION

         The following discussion is intended only as a brief overview of
certain of the current United States federal income tax laws applicable to the
1999 Plan. Option holders should consult their tax advisors concerning their own
United States federal income tax situations, as well as concerning state tax and
foreign tax aspects of the acquisition and exercise of options granted to them
under the 1999 Plan. No state tax or foreign tax matters are addressed in the
following discussion.

         A.       Nonstatutory Stock Options

         The grantee of a Nonstatutory Stock Option recognizes no income for
federal income tax purposes on the grant thereof. On the exercise of a
Nonstatutory Stock Option, the difference between the fair market value of the
underlying shares of Common Stock on the exercise date and the option exercise
price is treated as compensation to the holder of the option taxable as ordinary
income in the year of exercise, and such fair market value becomes the basis for
the underlying shares that will be used in computing any capital gain or loss
upon disposition of such shares. In addition, if the purchase price of stock
acquired pursuant to a Nonstatutory Stock Option is paid, in whole or in part,
by delivery to the Company of other shares of Common Stock 



                                        6


<PAGE>   8

of the Company, the option holder will recognize gain to the extent that the 
fair market value of such Common Stock tendered to the Company exceeds such 
option holder's basis in such stock. That gain will be treated as long-term 
capital gain for federal income tax purposes if such option holder held such 
Common Stock for more than one year and short-term capital gain for federal 
income tax purposes if such option holder held such Common Stock for one year 
or less.

         B.       Incentive Options

         The grantee of an Incentive Option recognizes no income for federal
income tax purposes on the grant thereof. There is no tax upon the exercise of
an Incentive Option, except as described below (1) with respect to the
alternative minimum tax; and (2) if the purchase price of stock acquired
pursuant to an Incentive Option is paid, in whole or in part, by delivery to the
Company of shares of Common Stock of the Company.

         The excess of the fair market value of the underlying shares over the
option price at the time of exercise of an Incentive Option will constitute an
item of tax preference for purposes of the alternative minimum tax. Taxpayers
who incur the alternative minimum tax are allowed a credit that may be carried
forward indefinitely to be used as a credit against the taxpayer's regular tax
liability in a later year; however, the alternative minimum tax credit cannot
reduce the regular tax below the alternative minimum tax for that carryover
year.

         If the purchase price of stock acquired pursuant to an Incentive Option
is paid, in whole or in part, by delivery to the Company of shares of Common
Stock of the Company, the option holder will recognize gain to the extent that
the fair market value of such Common Stock tendered to the Company exceeds such
option holder's basis in such stock. That gain will be treated as long-term
capital gain for federal income tax purposes if such option holder held such
Common Stock for more than one year and short-term capital gain for federal
income tax purposes if such option holder held such Common Stock for one year or
less.

         If no disposition of shares acquired upon exercise of the Incentive
Option is made by the option holder within two years from the date of the grant
of the Incentive Option or within one year after exercise of the Incentive
Option, any gain realized by the option holder on the subsequent sale of such
shares is treated as long-term capital gain for federal income tax purposes. If
the shares are sold prior to the expiration of such two-year and one-year
periods (a "Disqualifying Disposition"), the difference between the lesser of
the value of the shares at the date of exercise or at the date of sale and the
exercise price of the Incentive Option is treated as compensation to the option
holder taxable as ordinary income and the excess gain, if any, is treated as
capital gain (which will be long-term capital gain if the shares are held for
more than one year).

         C.       Stock Bonuses

         The grantee of a Stock Bonus will recognize as ordinary income the fair
market value of the Common Stock granted pursuant to a Stock Bonus less the
amount, if any, the grantee paid for such stock in the taxable year the grantee
receives such Common Stock. The grantee's basis in any Common Stock received
pursuant to the grant of a Stock Bonus will be equal to the fair 


                                        7


<PAGE>   9

market value of the Common Stock on the date of receipt of the Common Stock. Any
gain realized by the grantee of a Stock Bonus upon a subsequent disposition of 
such Common Stock will be treated as long-term capital gain if the recipient 
held the shares for more than one year, and short-term capital gain if the 
recipient held the shares for one year or less.

         D.       Rights to Purchase Restricted Stock

         The grantee of a right to purchase restricted stock recognizes no
income for federal income tax purposes on the grant thereof. Furthermore, a
grantee of a right to purchase restricted stock recognizes no income for federal
income tax purposes upon the receipt of Common Stock subject to a substantial
risk of forfeiture in connection with the exercise of such right, unless, as
described below, he otherwise elects. Instead, the grantee will recognize
ordinary income in an amount equal to the fair market value of the Common Stock
acquired pursuant to the exercise of the right to purchase restricted stock on
the date that such stock is no longer subject to a substantial risk of
forfeiture less the amount, if any, the grantee paid for such stock. Such fair
market value becomes the basis for the underlying shares and will be used in
computing any capital gain or loss upon the disposition of such shares. Such
capital gain will be long-term capital gain if the grantee held the Common Stock
acquired pursuant to the exercise of the right to purchase restricted stock for
more than one year after the date on which the shares are no longer subject to a
substantial risk of forfeiture, and short-term capital gain if the recipient
held the Common Stock acquired pursuant to the exercise of the right to purchase
restricted stock for one year or less after the date on which the shares are no
longer subject to a substantial risk of forfeiture.

         Alternatively, the grantee of a right to purchase restricted stock may
elect, pursuant to Section 83(b) of the Code, within 30 days of the acquisition
of Common Stock pursuant to the exercise of a right to purchase restricted
stock, to include in gross income as ordinary income for the year in which the
Common Stock is received, the fair market value of the Common Stock on the date
it is received less the amount, if any, the grantee paid for such stock,
determined without regard to any restriction other than a restriction that by
its terms will never lapse. Such fair market value will become the basis for the
shares and will be used in determining any capital gain or loss upon the
disposition of such shares.

         The proceeds of a disposition of Common Stock acquired pursuant to the
exercise of a right to purchase restricted stock will be taxable as capital gain
to the extent that the proceeds exceed the grantee's basis in such shares. This
capital gain will be long-term capital gain if the disposition is more than one
year after the Common Stock is received, and short-term capital gain if the
disposition is one year or less after the date of receipt. In the event that the
Common Stock acquired pursuant to a right to purchase restricted stock is
forfeited after the grantee has made an election pursuant to Section 83(b), the
grantee will not be entitled to a deduction.

         Grantees of rights to purchase restricted stock who wish to make an
election pursuant to Section 83(b) of the Code in connection with the exercise
of such rights are advised to consult their own tax advisors.



                                        8


<PAGE>   10



         E.       Stock Appreciation Rights

         The grantee of a Stock Appreciation Right recognizes no income for
federal income tax purposes on the grant thereof. On the exercise of a Stock
Appreciation Right, the difference between the fair market value of the
Company's Common Stock on the date of exercise and the exercise price of the
Stock Appreciation Right, multiplied by the number of shares of Common Stock
with respect to which the Stock Appreciation Right is exercised, is treated as
compensation to the grantee and is taxable as ordinary income in the year of
exercise.

         F.       Taxation of the Company

         Generally, subject to certain limitations, the Company may deduct on
its corporate income tax returns, in the year in which a 1999 Plan participant
recognizes ordinary income, an amount equal to the amount recognized by the
grantee as ordinary income upon the occurrence of these events: (1) the exercise
of a Nonstatutory Stock Option, (2) a Disqualifying Disposition of an Incentive
Option, (3) the grant of a Stock Bonus, (4) a lapse of a substantial risk of
forfeiture with respect to stock purchased pursuant to a restricted stock
purchase agreement, (5) a grantee's election to include in income the fair
market value of Common Stock received in connection with the exercise of a right
to purchase restricted stock, and (6) the exercise of a Stock Appreciation
Right.

         The 1999 Plan is not subject to the provisions of the Employee
Retirement Income Security Act of 1974, nor is the 1999 Plan qualified under
Section 401(a) of the Code.

CHANGE IN CONTROL

         The 1999 Plan provides for accelerated vesting in the event the Company
undergoes a Change in Control (as defined below). Upon and following the
occurrence of a Change of Control, the time for exercise of each unvested
installment of any then outstanding Option or Stock Appreciation Right will be
accelerated, so that:

                  (i)      immediately upon such Change of Control, if the
                  holder is then an employee or consultant of the Company
                  twenty-five percent (25%) of any such unvested installment
                  shall be exercisable;

                  (ii)     on the date that is nine months after such Change in
                  Control, if the holder is then an employee or consultant of
                  the Company one third (33 1/3%) of any installment of such
                  Option or Stock Appreciation Right that has not yet vested in
                  accordance with its original terms or by virtue of the 1999
                  Plan's change in control provisions shall become exercisable;

                  (iii)    on the date that is eighteen months after such Change
                  in Control, if the holder is then an employee or consultant of
                  the Company fifty percent (50%) of any installment of such
                  Option or Stock Appreciation Right that has not yet vested in
                  accordance with its original terms or the 1999 Plan's change
                  in control provisions shall become exercisable; and



                                        9


<PAGE>   11



                  (iv)     on the second anniversary of such Change in Control,
                  if the holder is then an employee or consultant of the Company
                  any remaining installment of such Option or Stock Appreciation
                  Right that has not yet vested in accordance with its original
                  terms or the 1999 Plan's change in control provisions shall
                  become exercisable.

         The foregoing clauses (i) through (iv) provide for vesting that is in
addition to, and not in lieu of, the vesting schedule originally provided in any
Option or Stock Appreciation Right outstanding at the time of a Change in
Control, and, except to the extent accelerated by such clauses, each such Option
or Stock Appreciation Right shall continue to vest in accordance with its
original terms.

         Upon the occurrence of a Change of Control, the restrictions and
conditions contained in any Stock Bonus or restricted stock purchase agreement
under the 1999 Plan shall automatically be appropriately modified so that under
its terms additional shares of Common Stock vest in a manner essentially
equivalent to the additional vesting described above for Options and Stock
Appreciation Rights. The determination of the Committee as to such modifications
will be final, binding and conclusive.

         If the Company is merged with or into or consolidated with another
corporation, other than a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) more than fifty percent (50%) of
the combined voting power of the voting securities of the Company or such
surviving entity outstanding immediately after such merger or consolidation or
if the Company is liquidated, or sells or otherwise disposes of substantially
all of its assets to another corporation while unexercised Options remain
outstanding under the 1999 Plan, then in such event either:

                  (i)      subject to the provisions of clause (iii) below,
                  after the effective date of such merger, consolidation,
                  liquidation, sale or disposition, as the case may be, each
                  holder of an outstanding Option will be entitled, upon
                  exercise of such Option, to receive, in lieu of the shares of
                  Common Stock as to which such Option was exercisable
                  immediately prior to such event, the number and class of
                  shares of stock or other securities, cash or property
                  (including, without limitation, shares of stock or other
                  securities of another corporation or common stock) to which
                  such holder would have been entitled pursuant to the terms of
                  the merger, consolidation, liquidation, sale or disposition
                  if, immediately prior to such event, such holder had been the
                  holder of a number of shares of Common Stock equal to the
                  number of shares as to which such Option shall be so
                  exercised;

                  (ii)     the Committee may accelerate the time for exercise of
                  some or all unexercised and unexpired Options or Stock
                  Appreciation Rights so that from and after a date prior to the
                  effective date of such merger, consolidation, liquidation,
                  sale or disposition, as the case may be, specified by the
                  Committee such accelerated Options or Stock Appreciation
                  Rights shall be exercisable in full; or



                                       10


<PAGE>   12



                  (iii)    all outstanding Options and Stock Appreciation
                  Rights, respectively, may be canceled by the Committee as of
                  the effective date of any such merger, consolidation,
                  liquidation, sale or disposition provided that (x) notice of
                  such cancellation shall be given to each holder of an Option
                  or Stock Appreciation Right, and (y) each holder of an Option
                  or Stock Appreciation Right will have the right to exercise
                  such Option or Stock Appreciation Right to the extent that the
                  same is then exercisable or, if the Committee shall have
                  accelerated the time for exercise of all unexercised and
                  unexpired Options or Stock Appreciation Rights, respectively,
                  in full during the 10-day period preceding the effective date
                  of such merger, consolidation, liquidation, sale or
                  disposition.

         If, within two years following a Change in Control, the employment of
any optionee who immediately prior to such Change in Control was employed by the
Company as an officer within the meaning of Section 16 of the 1934 Act (each
such optionee being hereafter referred to as a "Designated Executive") is
terminated by the Company other than for cause, or is terminated by the
Designated Executive for Good Reason (as defined below), then in such event all
unvested Options Stock Appreciation Rights, Stock Bonuses and other Stock Awards
held by such Designated Executive at the date of such termination shall
thereupon immediately become exercisable in full. "Good Reason" for termination
by a Designated Executive of his employment will be deemed to have existed only
if (i) within two years after a Change in Control, the Company, or any successor
entity then employing the Designated Executive, materially diminishes the
responsibilities and authority of the Designated Executive or materially reduces
the rate of compensation of the Designated Executive (including by way of a
change in the method of determining the eligibility of such Designated Executive
to earn bonus or incentive compensation), in either case as compared with his
responsibilities and authority or rate of compensation, as the case may be, in
effect immediately prior to such Change in Control, and (ii) within thirty (30)
days following such diminution or reduction the Designated Executive resigns
from his employment by the Company or such successor entity.

         If, within two years following a Change in Control, a Non-Employee
Director is terminated or resigns from the Board of Directors for Good Reason,
then in such event all unvested Options held by such Non-Employee Director at
the date of such resignation shall thereupon immediately become exercisable in
full. For purposes of this paragraph, "Good Reason" for resignation by a
Non-Employee Director shall be deemed to have existed only if (i) within two
years after a Change in Control, the Company, or any successor entity, shall
materially diminish the responsibilities and authority of the Non-Employee
Director or shall materially reduce the rate of compensation of the Non-Employee
Director, in either case as compared with his responsibilities and authority or
rate of compensation, as the case may be, in effect immediately prior to such
Change in Control, and (ii) within thirty (30) days following such diminution or
reduction the Non-Employee Director shall resign from his position as a
Director.

         Under the 1999 Plan, "Change in Control" means the occurrence of any
one of the following events:

                  (a)      any "person" (as such term is used in Sections 13(d)
                  and 14(d)(2) of the 




                                       11


<PAGE>   13


                  1934 Act) becomes a "beneficial owner" (as such term is
                  defined in Rule 13d-3 promulgated under the 1934 Act) (other
                  than the Company, any trustee or other fiduciary holding
                  securities under an employee benefit plan of the Company, or
                  any corporation owned, directly or indirectly, by the
                  stockholders of the Company in substantially the same
                  proportions as their ownership of stock of the Company),
                  directly or indirectly, of securities of the Company
                  representing fifty percent (50%) or more of the combined
                  voting power of the Company's then outstanding securities; or

                  (b)      persons who constitute the Company's Board
                  immediately prior to any tender offer, proxy contest, consent
                  solicitation, business combination, merger or similar
                  transaction cease to constitute at least a majority of the
                  Board as a result of such tender offer, proxy contest, merger
                  or similar transaction; or

                  (c)      the stockholders of the Company approve a merger or
                  consolidation of the Company with any other corporation or
                  other entity, other than a merger or consolidation which would
                  result in the voting securities of the Company outstanding
                  immediately prior thereto continuing to represent (either by
                  remaining outstanding or by being converted into voting
                  securities of the surviving entity) more than fifty percent
                  (50%) of the combined voting power of the voting securities of
                  the Company or such surviving entity outstanding immediately
                  after such merger or consolidation; or

                  (d)      the stockholders of the Company approve a plan of
                  complete liquidation of the Company or an agreement for the
                  sale or disposition by the Company of all or substantially all
                  of the Company's assets.

WITHDRAWAL FROM THE PLAN;  ASSIGNMENT OF INTERESTS UNDER THE PLAN

         Incentive Stock Options under the 1999 Plan are nontransferable except
by will or by the laws of descent and distribution, and are exercisable, during
the lifetime of the option holder, only by the option holder. A Nonstatutory
Stock Option may be transferable to the extent specified in the Option
Agreement, in which case the Option may be transferred upon such terms and
conditions as are set forth in the Option Agreement, as the Committee shall
determine in its sole discretion.

         Except as otherwise provided in the 1999 Plan, no rights under a Stock
Bonus or restricted stock purchase agreement shall be assignable by any
participant under the 1999 Plan, either voluntarily or by operation of law,
except by will or by the laws of descent and distribution, and shall be
exercisable during the lifetime of the person to whom the rights are granted
only by such person. The person to whom the Stock Award is granted, may, by
delivering written notice to the Company, in a form satisfactory to the Company,
designate a third party who, in the event of the death of such person, shall
thereafter be entitled to exercise the rights held by such person under the
Stock Bonus or restricted stock purchase agreement.

         Options shall terminate on the earlier of: (i) the date of expiration
thereof as established





                                       12


<PAGE>   14


by the Committee in its discretion, or (ii) in the case of termination of
employment or relationship as a consultant (a) three months after termination of
the optionee's employment or relationship with the Company for any reason other
than death or disability or (b) one year following the optionee's termination of
employment or relationship with the Company by reason of death or disability.

CHARGES AND DEDUCTIONS, AND LIENS THEREFOR

         Neither the 1999 Plan, nor any contract in connection therewith,
provides that a person has or may create a lien on any funds, securities or
other property held under the 1999 Plan.

AVAILABILITY OF DOCUMENTS INCORPORATED BY REFERENCE

         A copy of any document incorporated by reference in Item 3 of Part II
of the Registration Statement of which this Prospectus is a part (not including
exhibits), such documents incorporated by reference constituting a prospectus
under Section 10(a) of the Act, and any other documents required to be delivered
to employees pursuant to Rule 428(b) promulgated under the Act, will be provided
without charge to any option holder by the Company upon written or oral request
to the Company's Chief Financial Officer, Project Software & Development, Inc.,
100 Crosby Drive, Bedford, Massachusetts 01730, (781) 280-2000.



                                       13


<PAGE>   15



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated in this Registration Statement by
reference:

         (a)      The Company's Annual Report on Form 10-K for the fiscal year
                  ended September 30, 1998, as filed with the Commission on
                  December 29, 1998, as amended by the Company's Form 10-K/A, as
                  filed with the Commission on January 28, 1999;

         (b)      The Company's Quarterly Report on Form 10-Q for the quarter
                  ended December 31, 1998;

         (c)      The Company's Current Report on Form 8-K dated January 11, 
                  1999;

         (d)      The Company's definitive Proxy Statement used in connection
                  with its 1999 Annual Meeting of Stockholders, as filed with
                  the Commission on March 9, 1999;

         (e)      The Company's Quarterly Report on Form 10-Q for the quarter
                  ended March 31, 1999;

         (f)      The description of the Company's Common Stock contained in the
                  Registration Statement on Form 8-A filed with the Commission
                  on April 14, 1994 under Section 12 of the Securities Exchange
                  Act of 1934, including any amendment or report filed for the
                  purpose of updating such description.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The validity of the securities registered hereby is being passed upon
for the Company by Foley, Hoag & Eliot LLP, Boston, Massachusetts.



                                      II-1


<PAGE>   16



ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article 6 of the Company's Amended and Restated Articles of
Organization provides that a director shall not have personal liability to the
Company or its stockholders for monetary damages arising out of the director's
breach of fiduciary duty as a director of the Company, to the maximum extent
permitted by Massachusetts Law. Section 13(b)(1 1/2) of Chapter 156B of the
Massachusetts Business Corporation Law provides that the articles of
organization of a corporation may state a provision eliminating or limiting the
personal liability of a director to a corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, provided, however,
that such provision shall not eliminate or limit the liability of a director (i)
for any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts of omissions not in good faith or which involve
intentional misconduct or knowing violation of law, (iii) under section 61 or 62
of the Massachusetts Business Corporation Law dealing with liability for
unauthorized distributions and loans to insiders, respectively, or (iv) for any
transaction from which the director derived an improper personal benefit.

         Article 6 of the Company's Amended and Restated Articles of
Organization further provides that the Company shall, to the fullest extent
authorized by Chapter 156B of the Massachusetts General Laws, indemnify each
person who is, or shall have been, a director or officer of the Company or who
is or was a director or employee of the Company and is serving, or shall have
served, at the request of the Company, as director or officer of another
organization or in any capacity with respect to any employee benefit plan of the
Company, against all liabilities and expenses (including judgments, fines,
penalties, amounts paid or to be paid in settlement, and reasonable attorneys'
fees) imposed upon or incurred by any such person in connection with, or arising
out of, the defense or disposition of any action, suit or other proceeding
whether civil or criminal, in which they may be involved by reason of being or
having been such a director or officer or as a result of service with respect to
any such employee benefit plan. Section 67 of Chapter 156B of the Massachusetts
General Laws authorizes a corporation to indemnify its directors, officers,
employees and other agents unless such person shall have been adjudicated in any
proceeding not to have acted in good faith in the reasonable belief that such
action was in the best interests of the corporation or, to the extent such
matter related to service with respect to an employee benefit plan, in the best
interests of the participants or beneficiaries of such employee benefit plan.

         The effect of these provisions would be to permit indemnification by
the Company for, among other liabilities, liabilities arising out of the
Securities Act of 1933, as amended.

         Section 67 of the Massachusetts Business Corporation Law also affords a
Massachusetts corporation the power to obtain insurance on behalf of its
directors and officers against liabilities incurred by them in those capacities.
The Company has procured a directors' and officers' liability and company
reimbursement liability insurance policy that (i) insures directors and officers
of the Company against losses (above a deductible amount) arising from certain
claims made against them by reason of certain acts done or attempted by such
directors or officers and (ii) insures the Company against losses (above a
deductible amount) arising from any such claims, but only if the Company is
required or permitted to indemnify such directors or officers 



                                      II-2


<PAGE>   17


for such losses under statutory or common law or under provisions of the
Company's Amended and Restated Articles of Organization or Restated By-Laws.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

 4.1     Amended and Restated Articles of Organization of the Company (filed as
         Exhibit 3.3 to the Company's registration statement on Form S-1, File
         No. 33-76420, and incorporated herein by reference).

 4.2     Restated By-Laws of the Company, as amended (filed as Exhibit 3.2 to
         the Company's Annual Report on Form 10-K for the fiscal year ended
         September 30, 1996, and incorporated herein by reference).

 4.3     Specimen certificate for the Common Stock of the Company (included as
         Exhibit 4.1 to the Company's Registration Statement on Form S-1,
         Registration No. 33-76420, and incorporated herein by reference).

 4.4     Rights Agreement dated as of January 27, 1998, between Project Software
         & Development, Inc. and BankBoston, N.A. as Rights Agent (included as
         Exhibit 4 (a) to the Company's Current Report on Form 8-K dated
         February 2, 1998, File No. 0-23852, and incorporated herein by
         reference)

 4.5     Form of Certificate of Designation of Series A Junior Participating
         Preferred Stock of Project Software & Development, Inc. (which is
         attached as Exhibit A to the Rights Agreement and included as Exhibit
         4(b) to the Company's Current Report on Form 8-K dated February 2,
         1998, File No. 0-23852, and incorporated herein by reference).

 4.6     Project Software & Development, Inc. 1999 Equity Incentive Plan (filed
         as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the
         quarter ended March 31, 1999, and incorporated herein by reference).

 5.1     Opinion of Foley, Hoag & Eliot LLP.

23.1     Consent of PricewaterhouseCoopers LLP, Independent Accountants.

23.2     Consent of Foley, Hoag & Eliot LLP (included in Exhibit 5.1).

24.1     Power of Attorney (contained on the signature page).



                                      II-3


<PAGE>   18



ITEM 9.  UNDERTAKINGS.

         1.       The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         2.       The undersigned registrant hereby undertakes:

                  (a)      To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration statement:

                           (i)   To include any prospectus required by 
                  Section 10(a)(3) of the Securities Act of 1933;

                           (ii)     To reflect in the prospectus any facts or
                  events arising after the effective date of the registration
                  statement (or the most recent post-effective amendment
                  thereof) which, individually or in the aggregate, represent a
                  fundamental change in the information set forth in the
                  registration statement. Notwithstanding the foregoing, any
                  increase or decrease in volume of securities offered (if the
                  total dollar value of securities offered would not exceed that
                  which was registered) and any deviation from the low or high
                  end of the estimated maximum offering range may be reflected
                  in the form of prospectus filed with the Commission pursuant
                  to Rule 424(b) if, in the aggregate, the changes in volume and
                  price represent no more than 20 percent change in the maximum
                  aggregate offering price set forth in the "Calculation of
                  Registration Fee" table in the effective registration
                  statement.

                           (iii)    To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the Registration Statement or any material change to such
                  information in the Registration Statement;

provided, however, that paragraphs 2 (a)(1)(i) and 2 (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference herein.

                  (b)      That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.



                                      II-4


<PAGE>   19



                  (c)      To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

         3.       Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.



                                      II-5


<PAGE>   20



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Bedford, Commonwealth of Massachusetts, on this 17th
day of May, 1999.

                                    PROJECT SOFTWARE & DEVELOPMENT, INC.



                                    By: /s/ Norman E. Drapeau, Jr.
                                        ----------------------------------------
                                        Norman E. Drapeau, Jr.
                                        President


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Robert L. Daniels, Norman E. Drapeau, Jr.
and Paul D. Birch, and each of them, his true and lawful attorneys-in-fact and
agents with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing which they, or any of them, may deem necessary or advisable
to be done in connection with this Registration Statement, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or any
substitute or substitutes for any or all of them, may lawfully do or cause to be
done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature                                            Title                           Date
---------                                            -----                           ----

<S>                                 <C>                                          <C> 
/s/ Robert S. Daniels               Executive Chairman of the Board              May 17, 1999
--------------------------------
Robert L. Daniels


/s/ Norman E. Drapeau, Jr.          President, Chief Executive                   May 17, 1999
--------------------------------    Officer and Director          
Norman E. Drapeau, Jr.              (principal executive officer)         
</TABLE>




                                      II-6


<PAGE>   21



<TABLE>
<CAPTION>
Signature                                            Title                           Date
---------                                            -----                           ----

<S>                                 <C>                                          <C> 
/s/ Paul D. Birch                   Chief Financial Officer,                     May 17, 1999
--------------------------------    Executive Vice President, Finance and 
Paul D. Birch                       Administration, Treasurer and Director
                                    (principal financial and accounting   
                                    officer)                              


/s/ Stephen B. Sayre                Director                                     May 17, 1999
--------------------------------
Stephen B. Sayre


/s/ Alan L. Stanzler                Director                                     May 17, 1999
--------------------------------
Alan L. Stanzler


/s/ Richard P. Fishman              Director                                     May 17, 1999
--------------------------------
Richard P. Fishman
</TABLE>



                                      II-7


<PAGE>   22


                                  EXHIBIT INDEX

Exhibit
  No.             Description
-------           -----------

 4.1     Amended and Restated Articles of Organization of the Company (filed as
         Exhibit 3.3 to the Company's registration statement on Form S-1, File
         No. 33-76420, and incorporated herein by reference).

 4.2     Restated By-Laws of the Company, as amended (filed as Exhibit 3.2 to
         the Company's Annual Report on Form 10-K for the fiscal year ended
         September 30, 1996, and incorporated herein by reference).

 4.3     Specimen certificate for the Common Stock of the Company (included as
         Exhibit 4.1 to the Company's Registration Statement on Form S-1,
         Registration No. 33-76420, and incorporated herein by reference).

 4.4     Rights Agreement dated as of January 27, 1998, between Project Software
         & Development, Inc. and BankBoston, N.A. as Rights Agent (included as
         Exhibit 4 (a) to the Company's Current Report on Form 8-K dated
         February 2, 1998, File No. 0-23852, and incorporated herein by
         reference)

 4.5     Form of Certificate of Designation of Series A Junior Participating
         Preferred Stock of Project Software & Development, Inc. (which is
         attached as Exhibit A to the Rights Agreement and included as Exhibit
         4(b) to the Company's Current Report on Form 8-K dated February 2,
         1998, File No. 0-23852, and incorporated herein by reference).

 4.6     Project Software & Development, Inc. 1999 Equity Incentive Plan (filed
         as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the
         quarter ended March 31, 1999, and incorporated herein by reference).

 5.1     Opinion of Foley, Hoag & Eliot LLP.

23.1     Consent of PricewaterhouseCoopers LLP, Independent Accountants.

23.2     Consent of Foley, Hoag & Eliot LLP (included in Exhibit 5.1).

24.1     Power of Attorney (contained on the signature page).
[{"type": "S-8", "sequence": "1", "description": "PROJECT SOFTWARE & DEVELOPMENT, INC.", "secsgml_size_bytes": 66329}]
{"company-data": {"conformed-name": "PROJECT SOFTWARE & DEVELOPMENT INC", "cik": "0000920354", "assigned-sic": "7372", "irs-number": "042448516", "state-of-incorporation": "MA", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-78883", "film-number": "99631058"}, "business-address": {"street1": "100 CROSBY DR D", "city": "BEDFORD", "state": "MA", "zip": "01730", "phone": "7812802000"}, "mail-address": {"street1": "100 CROSBY DRIVE", "city": "CAMBRBEDFORD", "state": "MA", "zip": "01730"}}
1
                                                      Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                      Project Software & Development, Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Massachusetts                                        04-2448516
--------------------------------------------------------------------------------
    (State or other jurisdiction of                           (I.R.S. Employer
     incorporation or organization)                          Identification No.)

100 Crosby Drive, Bedford, Massachusetts                            01730  
--------------------------------------------------------------------------------
(Address of principal executive offices)                         (Zip Code)

                      PROJECT SOFTWARE & DEVELOPMENT, INC.
                           1999 EQUITY INCENTIVE PLAN
                            (Full title of the plan)

                                  Paul D. Birch
                      Project Software & Development, Inc.
                                100 Crosby Drive
                          Bedford, Massachusetts 01730
                                 (781) 280-2000
--------------------------------------------------------------------------------
                          (Name and address, including
              telephone number and area code, of agent for service)

                                 WITH A COPY TO:
                           Peter M. Rosenblum, Esquire
                             Foley, Hoag & Eliot LLP
                             One Post Office Square
                           Boston, Massachusetts 02109
                                 (617) 832-1000

--------------------------------------------------------------------------------

                         CALCULATION OF REGISTRATION FEE
=========================================================================================================
                                                                        Proposed
    Title of                                   Proposed                  Maximum
   Securities               Amount              Maximum                 Aggregate             Amount of
      to be                 to be           Offering Price              Offering             Registration
   Registered             Registered           Per Share                  Price                   Fee
---------------------------------------------------------------------------------------------------------
Common Stock               925,000             $20.75(1)              $19,193,750(1)            $5,336
($.01 par value)           shares
=========================================================================================================
(1) Estimated pursuant to Rule 457(c) and (h) based on the average of
the high and low prices of the Common Stock as reported on the National
Association of Securities Dealers Automated Quotation National Market System on
May 17, 1999.

                   -------------------------------------------
2

PROSPECTUS

                 THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS
                       COVERING SECURITIES THAT HAVE BEEN
                   REGISTERED UNDER THE SECURITIES ACT OF 1933

                                  MAY 17, 1999

                                  INTRODUCTION

         This Prospectus relates to 925,000 shares of Common Stock, par value
$.01 (the "Common Stock"), to be offered to key employees, officers and
directors of, and individuals providing services to, Project Software &
Development, Inc. (the "Company") under an employee benefit plan providing for
the granting of (i) options to purchase Common Stock intended to qualify as
incentive stock options ("Incentive Options"), as defined in Section 422 of the
Code (as defined below), (ii) options that do not so qualify ("Nonstatutory
Stock Options", and together with Incentive Options, "Options"), (iii) stock
bonuses ("Stock Bonuses"), the terms and conditions of which shall be determined
by the Committee (as defined below), (iv) rights to purchase restricted stock,
the terms and conditions of which shall be determined by the Committee, (v)
rights to receive cash payments based on or measured by appreciation in the
market price of the Common Stock ("Stock Appreciation Rights") and (vi) other
awards based upon the Company's Common Stock on such terms and conditions as the
Committee may determine (together with Incentive Options, Nonstatutory Stock
Options, Stock Bonuses, restricted stock and Stock Appreciation Rights, "Stock
Awards"). This employee benefit plan is designated the Project Software &
Development, Inc. 1999 Equity Incentive Plan (the "1999 Plan").

                                    THE PLAN

PURPOSE

         The purpose of the 1999 Plan is to provide an incentive through which
the Company can continue to attract and retain talented employees, directors and
consultants, and ensure that such employees, directors and consultants will
exert maximum efforts for the success of the Company. The 1999 Plan supersedes
the Company's 1994 Incentive and Nonqualified Stock Option Plan.

CREATION, DURATION, MODIFICATION AND TERMINATION

         On March 4, 1999, the Board of Directors of the Company (the "Board")
adopted and on March 24, 1999 the Company's stockholders approved the 1999 Plan.
A total of 925,000 shares of the Company's Common Stock are reserved for
issuance under the 1999 Plan.

         The Board may amend the 1999 Plan at any time, provided that no
amendment shall be effective unless approved by the stockholders of the Company
to the extent stockholder approval is necessary for the 1999 Plan to satisfy the
requirements of Section 422 of the Code, Section 16b-3 of the Securities Act of
1933, as amended, and the listing or eligibility for quotation
3

requirements of the NASDAQ Stock Market or any similar organization or of any
national securities exchange upon which shares of the Company's Common Stock are
listed or eligible for trading. The Board of Directors may terminate or suspend
the 1999 Plan at any time. Unless sooner terminated, the 1999 Plan shall
terminate on March 4, 2009.

ADMINISTRATION

         The 1999 Plan is administered by a committee of the Board of Directors
that will consist of not fewer than two members (the "Committee"). All members
of the Committee must qualify as "Non-Employee Directors" within the meaning of
Section 16b-3 under the Securities Exchange Act of 1934, as amended (the "1934
Act") and as "Outside Directors" under Section 162(m) of the Internal Revenue
Code of 1986, as amended (the "Code"). It is anticipated that the Company's
Compensation Committee will act as the Committee. Except as specifically
reserved to the Board under the terms of the 1999 Plan, the Committee shall have
full and final authority to operate, manage and administer the 1999 Plan on
behalf of the Company.

         The 1999 Plan authorizes the Committee to construe and interpret the
1999 Plan and Stock Awards granted under it, to establish, amend and revoke
rules and regulations for the administration of 1999 Plan, and generally, to
exercise such powers and to perform such acts as the Committee deems necessary
or expedient to promote the best interests of the Company with respect to the
1999 Plan.

         Except with respect to certain non-discretionary option grants to
Non-Employee Directors described below, the Committee has the power to select
the persons to whom Stock Awards are granted and to determine whether a Stock
Award will be an Incentive Stock Option, a Nonstatutory Stock Option, a Stock
Bonus, a right to purchase restricted stock, a Stock Appreciation Right, another
stock-based award or a combination of the foregoing. The Committee prescribes
the terms, conditions, restrictions, if any, and provisions of each Stock Award
(which need not be identical) subject to the provisions of the 1999 Plan.

         Members of the Committee serve at the discretion of the Board. As of
the date of this Prospectus, the members of the Committee are Stephen B. Sayre
and Alan L. Stanzler.

         Information about the 1999 Plan and its administration may be obtained
by calling or writing to the Company's Chief Financial Officer, Project Software
& Development, Inc., 100 Crosby Drive, Bedford, Massachusetts 01730, (781)
280-2000.

PARTICIPATION

         Stock Awards under the 1999 Plan may be granted to officers, directors,
employees and consultants of the Company. Incentive Stock Options and Stock
Appreciation Rights appurtenant thereto may be granted only to employees. Other
Stock Awards may be granted to employees, directors or consultants, provided,
however, that Stock Awards may be granted to Non-Employee Directors only as
described below.

         Incentive Options and Nonstatutory Stock Options. Awards of Options
under the 1999

                                        2
4

Plan may be made until March 4, 2009. No Incentive Options may extend for more
than ten years from the date of grant (five years in the case of an optionee who
owns stock possessing more than 10% of the total combined voting power of all
classes of stock of the Company or any parent or subsidiary
("greater-than-ten-percent-stockholders")). The exercise price of Incentive
Options granted under the 1999 Plan must be at least equal to the fair market
value of the Common Stock on the date of grant (110% of fair market value in the
case of a greater-than-ten-percent-stockholder). The aggregate fair market value
(determined at the time of grant) of shares issuable pursuant to Incentive
Options which first become exercisable by an employee or officer in any calendar
year may not exceed one hundred thousand dollars ($100,000). Incentive Options
are non-transferable except by will or by the laws of descent or distribution
and are exercisable, during the optionee's lifetime, only by the optionee.

         The exercise price for Nonstatutory Stock Options will be set by the
Committee at the time of grant. A Nonstatutory Stock Option will be transferable
to the extent permitted under the option agreement governing such Nonstatutory
Stock Option. No Nonstatutory Stock Option may extend for more than ten years
from the date of grant.

         At the discretion of the Committee, Options may include a so-called
"reload" feature pursuant to which an optionee exercising an Option by the
delivery of a number of shares of Common Stock would automatically be granted an
additional Option (with an exercise price equal to the fair market value of the
Common Stock on the date the additional Option is granted, with the same
expiration date as the original option being exercised, and with such other
terms as the Committee may provide) to purchase that number of shares of Common
Stock equal to the number delivered to exercise the original Option.

         Options for Non-Employee Directors. Each Non-Employee Director, upon
first joining the Board of Directors, will automatically be granted a
Nonstatutory Stock Option to purchase 9,000 shares of Common Stock with an
exercise price equal to the fair market value of the Common Stock on the date of
grant. Notwithstanding the preceding sentence, in the event a Non-Employee
Director joins the Board after the second Tuesday in February in a given year
such Non-Employee Director will receive a Nonstatutory Stock Option for a number
of shares equal to 9,000 multiplied by N/12 where "N" is the number of months
remaining between the date of election of such Non-Employee Director and the
next second Tuesday in February. In addition, each Non-Employee Director who
continues to serve as a director following any annual meeting of stockholders of
the Company or special meeting in lieu thereof at which Directors are elected
will automatically be granted, immediately following such meeting of
stockholders, a Nonstatutory Stock Option to purchase 9,000 shares of Common
Stock at an exercise price equal to the Fair Market Value of the Common Stock on
the date of grant. All Options granted to Non-Employee Directors will be vested
in full at the time of grant and will expire on the date which is five years
from the date of grant.

         Stock Bonuses. Each Stock Bonus will be in such form and will contain
such terms and conditions as the Committee shall deem appropriate. A Stock Bonus
may, in the discretion of the Committee, be granted in consideration for past
services actually rendered to the Company for its benefit.

                                        3
5

         Restricted Stock. Employees and consultants may be granted the right to
purchase restricted stock from the Company under the 1999 Plan. Any restricted
stock purchase agreement shall be in such form and shall contain such terms and
conditions as the Committee shall deem appropriate. The purchase price under
each restricted stock purchase agreement shall be such amount as the Committee
shall determine and designate in such agreement. Except as otherwise provided in
the 1999 Plan, no rights under a restricted stock purchase agreement shall be
assignable by any participant under the 1999 Plan, either voluntarily or by
operation of law, except by will or by the laws of descent and distribution, and
shall be exercisable during the lifetime of the person to whom the rights are
granted only by such person. The purchase price of stock acquired pursuant to a
restricted stock purchase agreement shall be paid either: (i) in cash at the
time of purchase; (ii) at the discretion of the Committee, according to a
deferred payment or other arrangement with the person to whom the stock is sold;
or (iii) in any other form of legal consideration that may be acceptable to the
Committee in its discretion on terms determined by the Committee.

         Stock Appreciation Rights. Each Stock Appreciation Right shall entitle
the holder to a distribution based on the appreciation in the fair market value
per share of a designated amount of the Company's Common Stock. Three types of
Stock Appreciation Rights are authorized for issuance under the 1999 Plan:

                  Tandem Stock Appreciation Rights. Tandem Rights may be granted
                  appurtenant to an Option and will require the holder to elect
                  between the exercise of the underlying Option for shares of
                  Common Stock and the surrender, in whole or in part, of such
                  Option for an appreciation distribution equal to the excess of
                  (A) the fair market value (on the date of Option surrender) of
                  vested shares of Common Stock purchasable under the
                  surrendered Option over (B) the aggregate exercise price
                  payable for such shares. Tandem Rights may be tied to either
                  Incentive Stock Options or Nonstatutory Stock Options. Each
                  such right shall generally be subject to the same terms and
                  conditions applicable to the particular Option to which it
                  pertains. If Tandem Rights are granted appurtenant to an
                  Incentive Option, they must satisfy any applicable Treasury
                  Regulations so as not to disqualify such Option as an
                  Incentive Stock Option under the Code.

                  Concurrent Stock Appreciation Rights. Concurrent Rights will
                  be granted appurtenant to an Option and may apply to all or
                  any portion of the shares of Common Stock subject to the
                  underlying Option and will be exercised automatically at the
                  same time the Option is exercised for those shares. The
                  appreciation distribution to which the holder of such
                  concurrent right shall be entitled upon exercise of the
                  underlying Option shall be in an amount equal to such portion
                  as shall be determined by the Board or the Committee at the
                  time of grant of the excess of (A) the aggregate fair market
                  value (at date of exercise) of the vested shares purchased
                  under the underlying Option with such concurrent rights over
                  (B) the aggregate exercise price paid for those shares.
                  Concurrent Rights may be tied to any or all of the shares of
                  Common Stock subject to any Incentive Stock Option or
                  Nonstatutory Stock Option grant made under the 1999 Plan. A
                  Concurrent Right shall, except as specifically set forth
                  below, be subject to the

                                        4
6

                  same terms and conditions applicable to the particular option
                  grant to which it pertains.

                  Independent Stock Appreciation Rights. Independent Rights may
                  be granted independently of any Option and will entitle the
                  holder upon exercise to an appreciation distribution equal in
                  amount to the excess of (A) the aggregate fair market value
                  (at date of exercise) of a number of shares of Common Stock
                  equal to the number of vested share equivalents exercised at
                  such time over (B) the aggregate fair market value of such
                  number of shares of Common Stock at the date of grant.
                  Independent Rights will generally be subject to the same terms
                  and conditions applicable to Nonstatutory Stock Options. They
                  will be denominated in share equivalents.

EXERCISE OF OPTIONS; PAYMENT OF EXERCISE PRICE

         Each option granted under the 1999 Plan may be exercised, so long as it
is valid and outstanding, from time to time in part or as a whole, subject to
any limitations with respect to the number of shares for which the option may be
exercised at a particular time and to such other conditions as the Committee in
its discretion may specify upon granting the option.

         Options may be exercised by the delivery of written notice to the
Company setting forth the number of shares of Common Stock the option holder
then desires to purchase and specifying the address to which the certificates
for such shares are to be mailed, together with (i) cash at the time the Option
is exercised equal to the option price of such shares; or (ii) at the discretion
of the Committee either at the time of grant or exercise of the Option (a) by
delivery to the Company of shares of Common Stock of the Company; (b) according
to a deferred payment or other arrangement with the person to whom the Option is
granted or to whom the Option is transferred; or (c) in any other form of legal
consideration that may be acceptable to the Committee on terms determined by the
Committee.

         Shares of Common Stock issued under the 1999 Plan may be either
treasury shares or authorized but unissued shares of the Company. An
optionholder will not pay any fees, commissions or charges to the Company upon
exercise of a Stock Award other than the exercise price applicable to such Stock
Award.

RESALE RESTRICTIONS

         Shares of Company Common Stock sold or awarded under the Plan pursuant
to Stock Bonuses or restricted stock purchase agreements may, but need not, be
subject to a repurchase option in favor of the Company in accordance with a
vesting schedule to be determined by the Committee. Under the 1999 Plan, the
Committee may also, in its discretion, specify upon the granting of an Option
that upon request of the Company or the underwriters managing any underwritten
offering of the Company's securities, the option holder will not, for up to 180
days from the effective date of any registration of securities of the Company,
sell, make any short sale of, loan, grant any option for the purchase of, or
otherwise dispose of any shares issued pursuant to the exercise of such option,
without the prior written consent of the Company or such

                                        5
7

underwriters, as the case may be.

         Except as described in the preceding paragraph, the shares of Common
Stock obtained under the 1999 Plan will not be subject to any restrictions on
resale under the 1999 Plan. Except in the case of shares issued to affiliates of
the Company, as defined in the Securities Act of 1933, as amended (the "Act"),
the shares of Common Stock issued under the 1999 Plan, if otherwise
unrestricted, will be freely eligible for resale in the public market if they
are issued while a Registration Statement on Form S-8 of which this Prospectus
is a part is effective. If such shares are issued at a time when a Registration
Statement on Form S-8 covering them is not effective, such shares will be
restricted securities and may not be offered or resold except pursuant to an
effective registration statement under the Act or an exemption from the
registration requirements of the Act.

         This Prospectus does not cover resales by affiliates of the Company, as
defined in the Act, of shares of the Common Stock purchased under the 1999 Plan.
Resales by affiliates of Common Stock purchased under the 1999 Plan will be
subject to the restrictions thereon imposed by the Act, and offers and sales by
affiliates may be made only pursuant to an effective registration statement
under the Act or an exemption from the registration requirements of the Act.

         Officers, directors and beneficial owners of greater than 10% of the
outstanding shares of Common Stock who have been granted options under the 1999
Plan may be subject to Section 16 of the 1934 Act and to the rules promulgated
thereunder. Such persons should consult their tax, accounting and legal advisors
with respect to options granted to them under the 1999 Plan and the acquisition
and disposition of shares of Common Stock obtained upon exercise of such
options.

UNITED STATES INCOME TAX INFORMATION

         The following discussion is intended only as a brief overview of
certain of the current United States federal income tax laws applicable to the
1999 Plan. Option holders should consult their tax advisors concerning their own
United States federal income tax situations, as well as concerning state tax and
foreign tax aspects of the acquisition and exercise of options granted to them
under the 1999 Plan. No state tax or foreign tax matters are addressed in the
following discussion.

         A.       Nonstatutory Stock Options

         The grantee of a Nonstatutory Stock Option recognizes no income for
federal income tax purposes on the grant thereof. On the exercise of a
Nonstatutory Stock Option, the difference between the fair market value of the
underlying shares of Common Stock on the exercise date and the option exercise
price is treated as compensation to the holder of the option taxable as ordinary
income in the year of exercise, and such fair market value becomes the basis for
the underlying shares that will be used in computing any capital gain or loss
upon disposition of such shares. In addition, if the purchase price of stock
acquired pursuant to a Nonstatutory Stock Option is paid, in whole or in part,
by delivery to the Company of other shares of Common Stock 

                                        6
8

of the Company, the option holder will recognize gain to the extent that the 
fair market value of such Common Stock tendered to the Company exceeds such 
option holder's basis in such stock. That gain will be treated as long-term 
capital gain for federal income tax purposes if such option holder held such 
Common Stock for more than one year and short-term capital gain for federal 
income tax purposes if such option holder held such Common Stock for one year 
or less.

         B.       Incentive Options

         The grantee of an Incentive Option recognizes no income for federal
income tax purposes on the grant thereof. There is no tax upon the exercise of
an Incentive Option, except as described below (1) with respect to the
alternative minimum tax; and (2) if the purchase price of stock acquired
pursuant to an Incentive Option is paid, in whole or in part, by delivery to the
Company of shares of Common Stock of the Company.

         The excess of the fair market value of the underlying shares over the
option price at the time of exercise of an Incentive Option will constitute an
item of tax preference for purposes of the alternative minimum tax. Taxpayers
who incur the alternative minimum tax are allowed a credit that may be carried
forward indefinitely to be used as a credit against the taxpayer's regular tax
liability in a later year; however, the alternative minimum tax credit cannot
reduce the regular tax below the alternative minimum tax for that carryover
year.

         If the purchase price of stock acquired pursuant to an Incentive Option
is paid, in whole or in part, by delivery to the Company of shares of Common
Stock of the Company, the option holder will recognize gain to the extent that
the fair market value of such Common Stock tendered to the Company exceeds such
option holder's basis in such stock. That gain will be treated as long-term
capital gain for federal income tax purposes if such option holder held such
Common Stock for more than one year and short-term capital gain for federal
income tax purposes if such option holder held such Common Stock for one year or
less.

         If no disposition of shares acquired upon exercise of the Incentive
Option is made by the option holder within two years from the date of the grant
of the Incentive Option or within one year after exercise of the Incentive
Option, any gain realized by the option holder on the subsequent sale of such
shares is treated as long-term capital gain for federal income tax purposes. If
the shares are sold prior to the expiration of such two-year and one-year
periods (a "Disqualifying Disposition"), the difference between the lesser of
the value of the shares at the date of exercise or at the date of sale and the
exercise price of the Incentive Option is treated as compensation to the option
holder taxable as ordinary income and the excess gain, if any, is treated as
capital gain (which will be long-term capital gain if the shares are held for
more than one year).

         C.       Stock Bonuses

         The grantee of a Stock Bonus will recognize as ordinary income the fair
market value of the Common Stock granted pursuant to a Stock Bonus less the
amount, if any, the grantee paid for such stock in the taxable year the grantee
receives such Common Stock. The grantee's basis in any Common Stock received
pursuant to the grant of a Stock Bonus will be equal to the fair 

                                        7
9

market value of the Common Stock on the date of receipt of the Common Stock. Any
gain realized by the grantee of a Stock Bonus upon a subsequent disposition of 
such Common Stock will be treated as long-term capital gain if the recipient 
held the shares for more than one year, and short-term capital gain if the 
recipient held the shares for one year or less.

         D.       Rights to Purchase Restricted Stock

         The grantee of a right to purchase restricted stock recognizes no
income for federal income tax purposes on the grant thereof. Furthermore, a
grantee of a right to purchase restricted stock recognizes no income for federal
income tax purposes upon the receipt of Common Stock subject to a substantial
risk of forfeiture in connection with the exercise of such right, unless, as
described below, he otherwise elects. Instead, the grantee will recognize
ordinary income in an amount equal to the fair market value of the Common Stock
acquired pursuant to the exercise of the right to purchase restricted stock on
the date that such stock is no longer subject to a substantial risk of
forfeiture less the amount, if any, the grantee paid for such stock. Such fair
market value becomes the basis for the underlying shares and will be used in
computing any capital gain or loss upon the disposition of such shares. Such
capital gain will be long-term capital gain if the grantee held the Common Stock
acquired pursuant to the exercise of the right to purchase restricted stock for
more than one year after the date on which the shares are no longer subject to a
substantial risk of forfeiture, and short-term capital gain if the recipient
held the Common Stock acquired pursuant to the exercise of the right to purchase
restricted stock for one year or less after the date on which the shares are no
longer subject to a substantial risk of forfeiture.

         Alternatively, the grantee of a right to purchase restricted stock may
elect, pursuant to Section 83(b) of the Code, within 30 days of the acquisition
of Common Stock pursuant to the exercise of a right to purchase restricted
stock, to include in gross income as ordinary income for the year in which the
Common Stock is received, the fair market value of the Common Stock on the date
it is received less the amount, if any, the grantee paid for such stock,
determined without regard to any restriction other than a restriction that by
its terms will never lapse. Such fair market value will become the basis for the
shares and will be used in determining any capital gain or loss upon the
disposition of such shares.

         The proceeds of a disposition of Common Stock acquired pursuant to the
exercise of a right to purchase restricted stock will be taxable as capital gain
to the extent that the proceeds exceed the grantee's basis in such shares. This
capital gain will be long-term capital gain if the disposition is more than one
year after the Common Stock is received, and short-term capital gain if the
disposition is one year or less after the date of receipt. In the event that the
Common Stock acquired pursuant to a right to purchase restricted stock is
forfeited after the grantee has made an election pursuant to Section 83(b), the
grantee will not be entitled to a deduction.

         Grantees of rights to purchase restricted stock who wish to make an
election pursuant to Section 83(b) of the Code in connection with the exercise
of such rights are advised to consult their own tax advisors.

                                        8
10

         E.       Stock Appreciation Rights

         The grantee of a Stock Appreciation Right recognizes no income for
federal income tax purposes on the grant thereof. On the exercise of a Stock
Appreciation Right, the difference between the fair market value of the
Company's Common Stock on the date of exercise and the exercise price of the
Stock Appreciation Right, multiplied by the number of shares of Common Stock
with respect to which the Stock Appreciation Right is exercised, is treated as
compensation to the grantee and is taxable as ordinary income in the year of
exercise.

         F.       Taxation of the Company

         Generally, subject to certain limitations, the Company may deduct on
its corporate income tax returns, in the year in which a 1999 Plan participant
recognizes ordinary income, an amount equal to the amount recognized by the
grantee as ordinary income upon the occurrence of these events: (1) the exercise
of a Nonstatutory Stock Option, (2) a Disqualifying Disposition of an Incentive
Option, (3) the grant of a Stock Bonus, (4) a lapse of a substantial risk of
forfeiture with respect to stock purchased pursuant to a restricted stock
purchase agreement, (5) a grantee's election to include in income the fair
market value of Common Stock received in connection with the exercise of a right
to purchase restricted stock, and (6) the exercise of a Stock Appreciation
Right.

         The 1999 Plan is not subject to the provisions of the Employee
Retirement Income Security Act of 1974, nor is the 1999 Plan qualified under
Section 401(a) of the Code.

CHANGE IN CONTROL

         The 1999 Plan provides for accelerated vesting in the event the Company
undergoes a Change in Control (as defined below). Upon and following the
occurrence of a Change of Control, the time for exercise of each unvested
installment of any then outstanding Option or Stock Appreciation Right will be
accelerated, so that:

                  (i)      immediately upon such Change of Control, if the
                  holder is then an employee or consultant of the Company
                  twenty-five percent (25%) of any such unvested installment
                  shall be exercisable;

                  (ii)     on the date that is nine months after such Change in
                  Control, if the holder is then an employee or consultant of
                  the Company one third (33 1/3%) of any installment of such
                  Option or Stock Appreciation Right that has not yet vested in
                  accordance with its original terms or by virtue of the 1999
                  Plan's change in control provisions shall become exercisable;

                  (iii)    on the date that is eighteen months after such Change
                  in Control, if the holder is then an employee or consultant of
                  the Company fifty percent (50%) of any installment of such
                  Option or Stock Appreciation Right that has not yet vested in
                  accordance with its original terms or the 1999 Plan's change
                  in control provisions shall become exercisable; and

                                        9
11

                  (iv)     on the second anniversary of such Change in Control,
                  if the holder is then an employee or consultant of the Company
                  any remaining installment of such Option or Stock Appreciation
                  Right that has not yet vested in accordance with its original
                  terms or the 1999 Plan's change in control provisions shall
                  become exercisable.

         The foregoing clauses (i) through (iv) provide for vesting that is in
addition to, and not in lieu of, the vesting schedule originally provided in any
Option or Stock Appreciation Right outstanding at the time of a Change in
Control, and, except to the extent accelerated by such clauses, each such Option
or Stock Appreciation Right shall continue to vest in accordance with its
original terms.

         Upon the occurrence of a Change of Control, the restrictions and
conditions contained in any Stock Bonus or restricted stock purchase agreement
under the 1999 Plan shall automatically be appropriately modified so that under
its terms additional shares of Common Stock vest in a manner essentially
equivalent to the additional vesting described above for Options and Stock
Appreciation Rights. The determination of the Committee as to such modifications
will be final, binding and conclusive.

         If the Company is merged with or into or consolidated with another
corporation, other than a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) more than fifty percent (50%) of
the combined voting power of the voting securities of the Company or such
surviving entity outstanding immediately after such merger or consolidation or
if the Company is liquidated, or sells or otherwise disposes of substantially
all of its assets to another corporation while unexercised Options remain
outstanding under the 1999 Plan, then in such event either:

                  (i)      subject to the provisions of clause (iii) below,
                  after the effective date of such merger, consolidation,
                  liquidation, sale or disposition, as the case may be, each
                  holder of an outstanding Option will be entitled, upon
                  exercise of such Option, to receive, in lieu of the shares of
                  Common Stock as to which such Option was exercisable
                  immediately prior to such event, the number and class of
                  shares of stock or other securities, cash or property
                  (including, without limitation, shares of stock or other
                  securities of another corporation or common stock) to which
                  such holder would have been entitled pursuant to the terms of
                  the merger, consolidation, liquidation, sale or disposition
                  if, immediately prior to such event, such holder had been the
                  holder of a number of shares of Common Stock equal to the
                  number of shares as to which such Option shall be so
                  exercised;

                  (ii)     the Committee may accelerate the time for exercise of
                  some or all unexercised and unexpired Options or Stock
                  Appreciation Rights so that from and after a date prior to the
                  effective date of such merger, consolidation, liquidation,
                  sale or disposition, as the case may be, specified by the
                  Committee such accelerated Options or Stock Appreciation
                  Rights shall be exercisable in full; or

                                       10
12

                  (iii)    all outstanding Options and Stock Appreciation
                  Rights, respectively, may be canceled by the Committee as of
                  the effective date of any such merger, consolidation,
                  liquidation, sale or disposition provided that (x) notice of
                  such cancellation shall be given to each holder of an Option
                  or Stock Appreciation Right, and (y) each holder of an Option
                  or Stock Appreciation Right will have the right to exercise
                  such Option or Stock Appreciation Right to the extent that the
                  same is then exercisable or, if the Committee shall have
                  accelerated the time for exercise of all unexercised and
                  unexpired Options or Stock Appreciation Rights, respectively,
                  in full during the 10-day period preceding the effective date
                  of such merger, consolidation, liquidation, sale or
                  disposition.

         If, within two years following a Change in Control, the employment of
any optionee who immediately prior to such Change in Control was employed by the
Company as an officer within the meaning of Section 16 of the 1934 Act (each
such optionee being hereafter referred to as a "Designated Executive") is
terminated by the Company other than for cause, or is terminated by the
Designated Executive for Good Reason (as defined below), then in such event all
unvested Options Stock Appreciation Rights, Stock Bonuses and other Stock Awards
held by such Designated Executive at the date of such termination shall
thereupon immediately become exercisable in full. "Good Reason" for termination
by a Designated Executive of his employment will be deemed to have existed only
if (i) within two years after a Change in Control, the Company, or any successor
entity then employing the Designated Executive, materially diminishes the
responsibilities and authority of the Designated Executive or materially reduces
the rate of compensation of the Designated Executive (including by way of a
change in the method of determining the eligibility of such Designated Executive
to earn bonus or incentive compensation), in either case as compared with his
responsibilities and authority or rate of compensation, as the case may be, in
effect immediately prior to such Change in Control, and (ii) within thirty (30)
days following such diminution or reduction the Designated Executive resigns
from his employment by the Company or such successor entity.

         If, within two years following a Change in Control, a Non-Employee
Director is terminated or resigns from the Board of Directors for Good Reason,
then in such event all unvested Options held by such Non-Employee Director at
the date of such resignation shall thereupon immediately become exercisable in
full. For purposes of this paragraph, "Good Reason" for resignation by a
Non-Employee Director shall be deemed to have existed only if (i) within two
years after a Change in Control, the Company, or any successor entity, shall
materially diminish the responsibilities and authority of the Non-Employee
Director or shall materially reduce the rate of compensation of the Non-Employee
Director, in either case as compared with his responsibilities and authority or
rate of compensation, as the case may be, in effect immediately prior to such
Change in Control, and (ii) within thirty (30) days following such diminution or
reduction the Non-Employee Director shall resign from his position as a
Director.

         Under the 1999 Plan, "Change in Control" means the occurrence of any
one of the following events:

                  (a)      any "person" (as such term is used in Sections 13(d)
                  and 14(d)(2) of the 

                                       11
13

                  1934 Act) becomes a "beneficial owner" (as such term is
                  defined in Rule 13d-3 promulgated under the 1934 Act) (other
                  than the Company, any trustee or other fiduciary holding
                  securities under an employee benefit plan of the Company, or
                  any corporation owned, directly or indirectly, by the
                  stockholders of the Company in substantially the same
                  proportions as their ownership of stock of the Company),
                  directly or indirectly, of securities of the Company
                  representing fifty percent (50%) or more of the combined
                  voting power of the Company's then outstanding securities; or

                  (b)      persons who constitute the Company's Board
                  immediately prior to any tender offer, proxy contest, consent
                  solicitation, business combination, merger or similar
                  transaction cease to constitute at least a majority of the
                  Board as a result of such tender offer, proxy contest, merger
                  or similar transaction; or

                  (c)      the stockholders of the Company approve a merger or
                  consolidation of the Company with any other corporation or
                  other entity, other than a merger or consolidation which would
                  result in the voting securities of the Company outstanding
                  immediately prior thereto continuing to represent (either by
                  remaining outstanding or by being converted into voting
                  securities of the surviving entity) more than fifty percent
                  (50%) of the combined voting power of the voting securities of
                  the Company or such surviving entity outstanding immediately
                  after such merger or consolidation; or

                  (d)      the stockholders of the Company approve a plan of
                  complete liquidation of the Company or an agreement for the
                  sale or disposition by the Company of all or substantially all
                  of the Company's assets.

WITHDRAWAL FROM THE PLAN;  ASSIGNMENT OF INTERESTS UNDER THE PLAN

         Incentive Stock Options under the 1999 Plan are nontransferable except
by will or by the laws of descent and distribution, and are exercisable, during
the lifetime of the option holder, only by the option holder. A Nonstatutory
Stock Option may be transferable to the extent specified in the Option
Agreement, in which case the Option may be transferred upon such terms and
conditions as are set forth in the Option Agreement, as the Committee shall
determine in its sole discretion.

         Except as otherwise provided in the 1999 Plan, no rights under a Stock
Bonus or restricted stock purchase agreement shall be assignable by any
participant under the 1999 Plan, either voluntarily or by operation of law,
except by will or by the laws of descent and distribution, and shall be
exercisable during the lifetime of the person to whom the rights are granted
only by such person. The person to whom the Stock Award is granted, may, by
delivering written notice to the Company, in a form satisfactory to the Company,
designate a third party who, in the event of the death of such person, shall
thereafter be entitled to exercise the rights held by such person under the
Stock Bonus or restricted stock purchase agreement.

         Options shall terminate on the earlier of: (i) the date of expiration
thereof as established

                                       12
14

by the Committee in its discretion, or (ii) in the case of termination of
employment or relationship as a consultant (a) three months after termination of
the optionee's employment or relationship with the Company for any reason other
than death or disability or (b) one year following the optionee's termination of
employment or relationship with the Company by reason of death or disability.

CHARGES AND DEDUCTIONS, AND LIENS THEREFOR

         Neither the 1999 Plan, nor any contract in connection therewith,
provides that a person has or may create a lien on any funds, securities or
other property held under the 1999 Plan.

AVAILABILITY OF DOCUMENTS INCORPORATED BY REFERENCE

         A copy of any document incorporated by reference in Item 3 of Part II
of the Registration Statement of which this Prospectus is a part (not including
exhibits), such documents incorporated by reference constituting a prospectus
under Section 10(a) of the Act, and any other documents required to be delivered
to employees pursuant to Rule 428(b) promulgated under the Act, will be provided
without charge to any option holder by the Company upon written or oral request
to the Company's Chief Financial Officer, Project Software & Development, Inc.,
100 Crosby Drive, Bedford, Massachusetts 01730, (781) 280-2000.

                                       13
15

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated in this Registration Statement by
reference:

         (a)      The Company's Annual Report on Form 10-K for the fiscal year
                  ended September 30, 1998, as filed with the Commission on
                  December 29, 1998, as amended by the Company's Form 10-K/A, as
                  filed with the Commission on January 28, 1999;

         (b)      The Company's Quarterly Report on Form 10-Q for the quarter
                  ended December 31, 1998;

         (c)      The Company's Current Report on Form 8-K dated January 11, 
                  1999;

         (d)      The Company's definitive Proxy Statement used in connection
                  with its 1999 Annual Meeting of Stockholders, as filed with
                  the Commission on March 9, 1999;

         (e)      The Company's Quarterly Report on Form 10-Q for the quarter
                  ended March 31, 1999;

         (f)      The description of the Company's Common Stock contained in the
                  Registration Statement on Form 8-A filed with the Commission
                  on April 14, 1994 under Section 12 of the Securities Exchange
                  Act of 1934, including any amendment or report filed for the
                  purpose of updating such description.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The validity of the securities registered hereby is being passed upon
for the Company by Foley, Hoag & Eliot LLP, Boston, Massachusetts.

                                      II-1
16

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article 6 of the Company's Amended and Restated Articles of
Organization provides that a director shall not have personal liability to the
Company or its stockholders for monetary damages arising out of the director's
breach of fiduciary duty as a director of the Company, to the maximum extent
permitted by Massachusetts Law. Section 13(b)(1 1/2) of Chapter 156B of the
Massachusetts Business Corporation Law provides that the articles of
organization of a corporation may state a provision eliminating or limiting the
personal liability of a director to a corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, provided, however,
that such provision shall not eliminate or limit the liability of a director (i)
for any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts of omissions not in good faith or which involve
intentional misconduct or knowing violation of law, (iii) under section 61 or 62
of the Massachusetts Business Corporation Law dealing with liability for
unauthorized distributions and loans to insiders, respectively, or (iv) for any
transaction from which the director derived an improper personal benefit.

         Article 6 of the Company's Amended and Restated Articles of
Organization further provides that the Company shall, to the fullest extent
authorized by Chapter 156B of the Massachusetts General Laws, indemnify each
person who is, or shall have been, a director or officer of the Company or who
is or was a director or employee of the Company and is serving, or shall have
served, at the request of the Company, as director or officer of another
organization or in any capacity with respect to any employee benefit plan of the
Company, against all liabilities and expenses (including judgments, fines,
penalties, amounts paid or to be paid in settlement, and reasonable attorneys'
fees) imposed upon or incurred by any such person in connection with, or arising
out of, the defense or disposition of any action, suit or other proceeding
whether civil or criminal, in which they may be involved by reason of being or
having been such a director or officer or as a result of service with respect to
any such employee benefit plan. Section 67 of Chapter 156B of the Massachusetts
General Laws authorizes a corporation to indemnify its directors, officers,
employees and other agents unless such person shall have been adjudicated in any
proceeding not to have acted in good faith in the reasonable belief that such
action was in the best interests of the corporation or, to the extent such
matter related to service with respect to an employee benefit plan, in the best
interests of the participants or beneficiaries of such employee benefit plan.

         The effect of these provisions would be to permit indemnification by
the Company for, among other liabilities, liabilities arising out of the
Securities Act of 1933, as amended.

         Section 67 of the Massachusetts Business Corporation Law also affords a
Massachusetts corporation the power to obtain insurance on behalf of its
directors and officers against liabilities incurred by them in those capacities.
The Company has procured a directors' and officers' liability and company
reimbursement liability insurance policy that (i) insures directors and officers
of the Company against losses (above a deductible amount) arising from certain
claims made against them by reason of certain acts done or attempted by such
directors or officers and (ii) insures the Company against losses (above a
deductible amount) arising from any such claims, but only if the Company is
required or permitted to indemnify such directors or officers 

                                      II-2
17

for such losses under statutory or common law or under provisions of the
Company's Amended and Restated Articles of Organization or Restated By-Laws.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

 4.1     Amended and Restated Articles of Organization of the Company (filed as
         Exhibit 3.3 to the Company's registration statement on Form S-1, File
         No. 33-76420, and incorporated herein by reference).

 4.2     Restated By-Laws of the Company, as amended (filed as Exhibit 3.2 to
         the Company's Annual Report on Form 10-K for the fiscal year ended
         September 30, 1996, and incorporated herein by reference).

 4.3     Specimen certificate for the Common Stock of the Company (included as
         Exhibit 4.1 to the Company's Registration Statement on Form S-1,
         Registration No. 33-76420, and incorporated herein by reference).

 4.4     Rights Agreement dated as of January 27, 1998, between Project Software
         & Development, Inc. and BankBoston, N.A. as Rights Agent (included as
         Exhibit 4 (a) to the Company's Current Report on Form 8-K dated
         February 2, 1998, File No. 0-23852, and incorporated herein by
         reference)

 4.5     Form of Certificate of Designation of Series A Junior Participating
         Preferred Stock of Project Software & Development, Inc. (which is
         attached as Exhibit A to the Rights Agreement and included as Exhibit
         4(b) to the Company's Current Report on Form 8-K dated February 2,
         1998, File No. 0-23852, and incorporated herein by reference).

 4.6     Project Software & Development, Inc. 1999 Equity Incentive Plan (filed
         as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the
         quarter ended March 31, 1999, and incorporated herein by reference).

 5.1     Opinion of Foley, Hoag & Eliot LLP.

23.1     Consent of PricewaterhouseCoopers LLP, Independent Accountants.

23.2     Consent of Foley, Hoag & Eliot LLP (included in Exhibit 5.1).

24.1     Power of Attorney (contained on the signature page).

                                      II-3
18

ITEM 9.  UNDERTAKINGS.

         1.       The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         2.       The undersigned registrant hereby undertakes:

                  (a)      To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration statement:

                           (i)   To include any prospectus required by 
                  Section 10(a)(3) of the Securities Act of 1933;

                           (ii)     To reflect in the prospectus any facts or
                  events arising after the effective date of the registration
                  statement (or the most recent post-effective amendment
                  thereof) which, individually or in the aggregate, represent a
                  fundamental change in the information set forth in the
                  registration statement. Notwithstanding the foregoing, any
                  increase or decrease in volume of securities offered (if the
                  total dollar value of securities offered would not exceed that
                  which was registered) and any deviation from the low or high
                  end of the estimated maximum offering range may be reflected
                  in the form of prospectus filed with the Commission pursuant
                  to Rule 424(b) if, in the aggregate, the changes in volume and
                  price represent no more than 20 percent change in the maximum
                  aggregate offering price set forth in the "Calculation of
                  Registration Fee" table in the effective registration
                  statement.

                           (iii)    To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the Registration Statement or any material change to such
                  information in the Registration Statement;

provided, however, that paragraphs 2 (a)(1)(i) and 2 (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference herein.

                  (b)      That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

                                      II-4
19

                  (c)      To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

         3.       Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-5
20

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Bedford, Commonwealth of Massachusetts, on this 17th
day of May, 1999.

                                    PROJECT SOFTWARE & DEVELOPMENT, INC.

                                    By: /s/ Norman E. Drapeau, Jr.
                                        ----------------------------------------
                                        Norman E. Drapeau, Jr.
                                        President

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Robert L. Daniels, Norman E. Drapeau, Jr.
and Paul D. Birch, and each of them, his true and lawful attorneys-in-fact and
agents with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing which they, or any of them, may deem necessary or advisable
to be done in connection with this Registration Statement, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or any
substitute or substitutes for any or all of them, may lawfully do or cause to be
done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                                            Title                           Date
---------                                            -----                           ----
/s/ Robert S. Daniels               Executive Chairman of the Board              May 17, 1999
--------------------------------
Robert L. Daniels

/s/ Norman E. Drapeau, Jr.          President, Chief Executive                   May 17, 1999
--------------------------------    Officer and Director          
Norman E. Drapeau, Jr.              (principal executive officer)
II-6
21
Signature                                            Title                           Date
---------                                            -----                           ----
/s/ Paul D. Birch                   Chief Financial Officer,                     May 17, 1999
--------------------------------    Executive Vice President, Finance and 
Paul D. Birch                       Administration, Treasurer and Director
                                    (principal financial and accounting   
                                    officer)                              

/s/ Stephen B. Sayre                Director                                     May 17, 1999
--------------------------------
Stephen B. Sayre

/s/ Alan L. Stanzler                Director                                     May 17, 1999
--------------------------------
Alan L. Stanzler

/s/ Richard P. Fishman              Director                                     May 17, 1999
--------------------------------
Richard P. Fishman
II-7
22

                                  EXHIBIT INDEX

Exhibit
  No.             Description
-------           -----------

 4.1     Amended and Restated Articles of Organization of the Company (filed as
         Exhibit 3.3 to the Company's registration statement on Form S-1, File
         No. 33-76420, and incorporated herein by reference).

 4.2     Restated By-Laws of the Company, as amended (filed as Exhibit 3.2 to
         the Company's Annual Report on Form 10-K for the fiscal year ended
         September 30, 1996, and incorporated herein by reference).

 4.3     Specimen certificate for the Common Stock of the Company (included as
         Exhibit 4.1 to the Company's Registration Statement on Form S-1,
         Registration No. 33-76420, and incorporated herein by reference).

 4.4     Rights Agreement dated as of January 27, 1998, between Project Software
         & Development, Inc. and BankBoston, N.A. as Rights Agent (included as
         Exhibit 4 (a) to the Company's Current Report on Form 8-K dated
         February 2, 1998, File No. 0-23852, and incorporated herein by
         reference)

 4.5     Form of Certificate of Designation of Series A Junior Participating
         Preferred Stock of Project Software & Development, Inc. (which is
         attached as Exhibit A to the Rights Agreement and included as Exhibit
         4(b) to the Company's Current Report on Form 8-K dated February 2,
         1998, File No. 0-23852, and incorporated herein by reference).

 4.6     Project Software & Development, Inc. 1999 Equity Incentive Plan (filed
         as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the
         quarter ended March 31, 1999, and incorporated herein by reference).

 5.1     Opinion of Foley, Hoag & Eliot LLP.

23.1     Consent of PricewaterhouseCoopers LLP, Independent Accountants.

23.2     Consent of Foley, Hoag & Eliot LLP (included in Exhibit 5.1).

24.1     Power of Attorney (contained on the signature page).