<PAGE>

   As filed with the Securities and Exchange Commission on June 6, 1997
                                            Registration No. 333-___________

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

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549
                                                      
                                       FORM S-8
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933

                                ----------------------
 
                               PSW TECHNOLOGIES, INC.
                (Exact name of registrant as specified in its charter)

            DELAWARE                               74-2796054
 (State or other jurisdiction            (IRS Employer Identification No.)
of incorporation or organization)

                   6300 BRIDGEPOINT PARKWAY, BUILDING 3, SUITE 200
                                 AUSTIN, TEXAS  78730
                 (Address of principal executive offices) (Zip Code)
                                                       
                                ----------------------

                                PSW Technologies, Inc.
                        1996 STOCK OPTION/STOCK ISSUANCE PLAN
                             EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of the Plans)
                                                      
                                ----------------------

                                  DR. W. FRANK KING
                               CHIEF EXECUTIVE OFFICER
                   6300 BRIDGEPOINT PARKWAY, BUILDING 3, SUITE 200
                                 AUSTIN, TEXAS  78730
                       (Name and address of agent for service)
                                    (512) 343-6666
            (Telephone number, including area code, of agent for service)
                                                       
                                ----------------------

                           CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
                                                   Proposed     Proposed      
       Title of                                     Maximum      Maximum     
      Securities                  Amount           Offering     Aggregate    Amount of
        to be                      to be             Price       Offering  Registration
      Registered                Registered(1)     per Share(2)   Price(2)       Fee     
      ----------                -------------     ------------   -----          ---
<S>                             <C>               <C>           <C>        <C>
1996 STOCK OPTION/STOCK ISSUANCE PLAN:

Options to purchase
Common Stock                       1,715,000         N/A           N/A          N/A

Common Stock                    1,715,000 shares     9.00       15,435,000    4,677.27
$ 0.01 par value

EMPLOYEE STOCK PURCHASE PLAN:

Common Stock, $0.01 par value   400,000 shares     9.00        3,600,000    1,090.90

Aggregate filing fee                                                         $5,769
      
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
</TABLE>
                                                                               
(1) This Registration Statement shall also cover any additional shares of
    Common Stock which become issuable under the PSW Technologies, Inc. 1996
    Stock Option/Stock Issuance Plan and Employee Stock Purchase Plan, by
    reason of any stock dividend, stock split, recapitalization or other
    similar transaction effected without the receipt of consideration which
    results in an increase in the number of the outstanding shares of Common
    Stock of PSW Technologies, Inc.

(2) Calculated solely for purposes of this offering under Rule 457(h) of the
    Securities Act of 1933, as amended, on the basis of the initial public 
    offering price per share of Common Stock of PSW Technologies, Inc.


<PAGE>

                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

    PSW Technologies, Inc. (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission ("SEC"):

    (a)  The Registrant's Prospectus filed with the SEC pursuant to Rule 424(b)
         of the Securities Act of 1933, as amended (the "1933 Act"), in
         connection with Registration Statement No. 333-21565, filed with the
         SEC on February 11, 1997, and the amendments thereto, in which there
         is set forth audited financial statements for the Registrant's fiscal
         year ended December 31, 1994, 1995 and 1996; 

    (b)  The Registrant's Registration Statement No. 00-22327 on Form 8-A filed
         with the SEC on May 29, 1997, pursuant to Section 12(g) of the
         Securities Exchange Act of 1934 (the "1934 Act"), in which there is
         described the terms, rights and provisions applicable to the
         Registrant's outstanding Common Stock.

    All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.  Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  DESCRIPTION OF SECURITIES

    Not Applicable.

Item 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

    Not Applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

    The Company's Certificate of Incorporation provides that, except to the 
extent prohibited by the Delaware General Corporation Law ("DGCL"), its 
directors shall not be personally liable to the Company or its stockholders 
for monetary damages for any breach of fiduciary duty as directors of the 
Company.  Under Delaware law, the directors have a fiduciary duty to the 
Company that is not eliminated by this provision of the Certificate of 
Incorporation and, in appropriate circumstances, equitable remedies such as 
injunctive or other forms of non-monetary relief will remain available.  In 
addition, each director will continue to be subject to liability under 
Delaware law for breach of the director's duty of loyalty to the Company, for 
acts or omissions which are found by a court of competent jurisdiction to be 
not in good faith or involving intentional misconduct, for knowing violations 
of law, for actions leading to improper personal benefit to the director, and 
for payment of dividends or approval of stock repurchases or redemptions that 
are prohibited by Delaware law.  This provision also does not affect the 
directors' responsibilities under any other laws, such as the Federal 
securities laws or state or Federal environmental laws.  If commercially 
feasible, the Company intends to obtain liability insurance for its officers 
and directors.

<PAGE>

    The Certificate of Incorporation also provides that the Company shall
indemnify, to the fullest extent permitted by Section 145 of the DGCL, all of
its present and former officers and directors, and any party agreeing to serve
as an officer, director or trustee of any entity at the Company's request, in
connection with any civil or criminal proceeding threatened or instituted
against such party by reason of actions or omissions while serving in such
capacity.  Indemnification by the Company includes payment of expenses in
defense of the indemnified party in advance of any proceeding or final
disposition thereof.  The rights to indemnification provided in this provision
do not preclude the exercise of any other indemnification rights by any party
pursuant to any law, agreement or vote of the stockholders or the disinterested
directors of the Company.

    Section 145 of the DGCL generally allows the Company to indemnify the
parties described in the preceding paragraph for all expenses, judgments, fines
and amounts in settlement actually paid and reasonably incurred in connection
with any proceedings so long as such party acted in good faith and in a manner
reasonably believed to be in or not opposed to the Company's best interests and,
with respect to any criminal proceedings, if such party had no reasonable cause
to believe his or her conduct to be unlawful.  Indemnification may only be made
by the Company if the applicable standard of conduct set forth in Section 145
has been met by the indemnified party upon a determination made (i) by the Board
of Directors by a majority vote of the directors who are not parties to such
proceedings (even though less than a quorum), or (ii) if there are no such
directors, or if such directors so direct, by independent legal counsel in a
written opinion, or (iii) by the stockholders.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

    Not Applicable.

Item 8.  EXHIBITS

Exhibit 
Number   Exhibit
-------  -------
  4      Instruments Defining the Rights of Stockholders.  Reference is made to
         the Registrant's Registration No.00-22327 on Form 8-A which is
         incorporated herein by reference pursuant to Item 3(b) to this
         Registration Statement.
  5      Opinion and Consent of Brobeck, Phleger & Harrison LLP.
  23.1   Consent of Ernst & Young LLP, Independent Auditors.
  23.2   Consent of Margolin, Winer & Evens LLP, Independent Accountants.
  23.3   Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
  24     Power of Attorney.  Reference is made to page II-4 of this
         Registration Statement.
  99.1   1996 Stock Option/Stock Issuance Plan.
  99.2   Notice of Grant.
  99.3   Stock Option Agreement.
  99.4   Addendum to Stock Option Agreement re: Involuntary Termination
         Following Corporate Transaction/Change in Control.
  99.5   Addendum to Stock Option Agreement (Limited Stock Appreciation
         Rights).
  99.6   Employee Stock Purchase Plan.
  99.7   Stock Purchase Agreement.
  99.8   Enrollment/Change Form.


                                    II-2
<PAGE>


Item 9.  UNDERTAKINGS

    A.   The undersigned Registrant hereby undertakes:  (1) 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 1933 Act to reflect in the prospectus any facts or
events arising after the effective date of this 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 this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; PROVIDED, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act 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 and (3) 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 Registrant's 1996
Stock Option/Stock Issuance Plan and/or Employee Stock Purchase Plan.

    B.   The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this 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.

    C.   Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers or controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that, in the opinion of the SEC, such indemnification is against public
policy as expressed in the 1933 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 1933 Act
and will be governed by the final adjudication of such issue.


                                    II-3

<PAGE>

                                      SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 City of Austin, State of Texas, on this 6th day
of June, 1997.

                             PSW TECHNOLOGIES, INC.



                             By:  /s/ W. Frank King
                                  ------------------------------------------
                                  Dr. W. Frank King
                                  President and Chief Executive Officer

                             POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENTS:

         That the undersigned officers and directors of PSW Technologies, Inc.,
a Delaware corporation, do hereby constitute and appoint Dr. W. Frank King and
Jonathan D. Wallace, the lawful attorneys-in-fact and agents with full power and
authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, determine may be necessary or
advisable or required to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules or regulations or requirements of the
Securities and Exchange Commission in connection with this Registration
Statement.  Without limiting the generality of the foregoing power and
authority, the powers granted include the power and authority to sign the names
of the undersigned officers and directors in the capacities indicated below to
this Registration Statement, to any and all amendments, both pre-effective and
post-effective, and supplements to this Registration Statement, and to any and
all instruments or documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereof, and each of the
undersigned hereby ratifies and confirms that said attorneys and agents, shall
do or cause to be done by virtue hereof.  This Power of Attorney may be signed
in several counterparts.

         IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

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

<TABLE>
<CAPTION>

Signature                                Title                             Date
---------                                -----                             ----
<S>                         <C>                                       <C>

/s/ W. Frank King           President and Chief Executive Officer     June 6, 1997
-------------------------   (Principal Executive Officer)                         
Dr. W. Frank King                                                                 
                                                                                  
                                                                                  
Patrick D. Motola           Senior Vice President, Chief Financial    June 6, 1997
-------------------------   Officer and Secretary                                 
Patrick D. Motola           (Principal Financial Officer)                         
                                                                                  
                                                                                  
Keith D. Thatcher           Vice President of Finance and Treasurer   June 6, 1997
-------------------------   (Principal Accounting Officer)                        
Keith D. Thatcher           

</TABLE>


                                    II-4
<PAGE>

<TABLE>
<CAPTION>

Signature                                Title                             Date
---------                                -----                             ----
<S>                         <C>                                       <C>

/s/ Wade E. Saadi           Chairman of the Board of Directors        June 6, 1997
-------------------------                                                         
Wade E. Saadi                                                                     
                                                                                  
                                                                                  
/s/ Edward C. Ateyeh, Jr.   Director                                  June 6, 1997
-------------------------                                                         
Edward C. Ateyeh, Jr.                                                             
                                                                                  
                                                                                  
/s/ Jonathan D. Wallace     Director                                  June 6, 1997
-------------------------                                                         
Jonathan D. Wallace, Esq.                                                         
                                                                                  
                                                                                  
/s/ Kevin B. Kurtzman       Director                                  June 6, 1997
-------------------------                                                         
Kevin B. Kurtzman                                                                 
                                                                                  
                                                                                  
/s/ Michael J. Maples       Director                                  June 6, 1997
-------------------------                                                         
Michael J. Maples                                                                 
                                                                                  
                                                                                  
/s/ Thomas A. Herring       Director                                  June 6, 1997
-----------------------     
Thomas A. Herring

</TABLE>

                                      II-5
<PAGE>



                          SECURITIES AND EXCHANGE COMMISSION

                                   WASHINGTON, D.C.



                                       EXHIBITS

                                          TO

                                       FORM S-8

                                        UNDER

                                SECURITIES ACT OF 1933


                                PSW TECHNOLOGIES, INC.


<PAGE>

                                    EXHIBIT INDEX


Exhibit 
Number   Exhibit
-------  -------
  4      Instruments Defining the Rights of Stockholders.  Reference is made to
         the Registrant's Registration No.00-22327 on Form 8-A which is
         incorporated herein by reference pursuant to Item 3(b) to this
         Registration Statement.
  5      Opinion and Consent of Brobeck, Phleger & Harrison LLP.
  23.1   Consent of Ernst & Young LLP, Independent Auditors.
  23.2   Consent of Margolin, Winer & Evens LLP, Independent Accountants.
  23.3   Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
  24     Power of Attorney.  Reference is made to page II-4 of this
         Registration Statement.
  99.1   1996 Stock Option/Stock Issuance Plan.
  99.2   Notice of Grant.
  99.3   Stock Option Agreement.
  99.4   Addendum to Stock Option Agreement re: Involuntary Termination
         Following Corporate Transaction/Change in Control.
  99.5   Addendum to Stock Option Agreement (Limited Stock Appreciation
         Rights).
  99.6   Employee Stock Purchase Plan.
  99.7   Stock Purchase Agreement.
  99.8   Enrollment/Change Form.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22696}]
{"company-data": {"conformed-name": "PSW TECHNOLOGIES INC", "cik": "0001030487", "assigned-sic": "7373", "irs-number": "742796054", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-28739", "film-number": "97620562"}, "business-address": {"street1": "6300 BRIDGEPOINT PKWY BLDG 3", "street2": "STE 200", "city": "AUSTIN", "state": "TX", "zip": "78730", "phone": "5123436666"}, "mail-address": {"street1": "9050 CAPITAL OF", "street2": "9050 CAPITAL OF TEXAS HIGHWAY NORTH", "city": "AUSTIN", "state": "TX", "zip": "78759"}}
As filed with the Securities and Exchange Commission on June 6, 1997
                                            Registration No. 333-___________

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

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549
                                                      
                                       FORM S-8
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933

                                ----------------------
 
                               PSW TECHNOLOGIES, INC.
                (Exact name of registrant as specified in its charter)

            DELAWARE                               74-2796054
 (State or other jurisdiction            (IRS Employer Identification No.)
of incorporation or organization)

                   6300 BRIDGEPOINT PARKWAY, BUILDING 3, SUITE 200
                                 AUSTIN, TEXAS  78730
                 (Address of principal executive offices) (Zip Code)
                                                       
                                ----------------------

                                PSW Technologies, Inc.
                        1996 STOCK OPTION/STOCK ISSUANCE PLAN
                             EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of the Plans)
                                                      
                                ----------------------

                                  DR. W. FRANK KING
                               CHIEF EXECUTIVE OFFICER
                   6300 BRIDGEPOINT PARKWAY, BUILDING 3, SUITE 200
                                 AUSTIN, TEXAS  78730
                       (Name and address of agent for service)
                                    (512) 343-6666
            (Telephone number, including area code, of agent for service)
                                                       
                                ----------------------

                           CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
                                                   Proposed     Proposed      
       Title of                                     Maximum      Maximum     
      Securities                  Amount           Offering     Aggregate    Amount of
        to be                      to be             Price       Offering  Registration
      Registered                Registered(1)     per Share(2)   Price(2)       Fee     
      ----------                -------------     ------------   -----          ---
1996 STOCK OPTION/STOCK ISSUANCE PLAN:

Options to purchase
Common Stock                       1,715,000         N/A           N/A          N/A

Common Stock                    1,715,000 shares     9.00       15,435,000    4,677.27
$ 0.01 par value

EMPLOYEE STOCK PURCHASE PLAN:

Common Stock, $0.01 par value   400,000 shares     9.00        3,600,000    1,090.90

Aggregate filing fee                                                         $5,769
      
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
(1) This Registration Statement shall also cover any additional shares of
    Common Stock which become issuable under the PSW Technologies, Inc. 1996
    Stock Option/Stock Issuance Plan and Employee Stock Purchase Plan, by
    reason of any stock dividend, stock split, recapitalization or other
    similar transaction effected without the receipt of consideration which
    results in an increase in the number of the outstanding shares of Common
    Stock of PSW Technologies, Inc.

(2) Calculated solely for purposes of this offering under Rule 457(h) of the
    Securities Act of 1933, as amended, on the basis of the initial public 
    offering price per share of Common Stock of PSW Technologies, Inc.
PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

    PSW Technologies, Inc. (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission ("SEC"):

    (a)  The Registrant's Prospectus filed with the SEC pursuant to Rule 424(b)
         of the Securities Act of 1933, as amended (the "1933 Act"), in
         connection with Registration Statement No. 333-21565, filed with the
         SEC on February 11, 1997, and the amendments thereto, in which there
         is set forth audited financial statements for the Registrant's fiscal
         year ended December 31, 1994, 1995 and 1996; 

    (b)  The Registrant's Registration Statement No. 00-22327 on Form 8-A filed
         with the SEC on May 29, 1997, pursuant to Section 12(g) of the
         Securities Exchange Act of 1934 (the "1934 Act"), in which there is
         described the terms, rights and provisions applicable to the
         Registrant's outstanding Common Stock.

    All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.  Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  DESCRIPTION OF SECURITIES

    Not Applicable.

Item 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

    Not Applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

    The Company's Certificate of Incorporation provides that, except to the 
extent prohibited by the Delaware General Corporation Law ("DGCL"), its 
directors shall not be personally liable to the Company or its stockholders 
for monetary damages for any breach of fiduciary duty as directors of the 
Company.  Under Delaware law, the directors have a fiduciary duty to the 
Company that is not eliminated by this provision of the Certificate of 
Incorporation and, in appropriate circumstances, equitable remedies such as 
injunctive or other forms of non-monetary relief will remain available.  In 
addition, each director will continue to be subject to liability under 
Delaware law for breach of the director's duty of loyalty to the Company, for 
acts or omissions which are found by a court of competent jurisdiction to be 
not in good faith or involving intentional misconduct, for knowing violations 
of law, for actions leading to improper personal benefit to the director, and 
for payment of dividends or approval of stock repurchases or redemptions that 
are prohibited by Delaware law.  This provision also does not affect the 
directors' responsibilities under any other laws, such as the Federal 
securities laws or state or Federal environmental laws.  If commercially 
feasible, the Company intends to obtain liability insurance for its officers 
and directors.
The Certificate of Incorporation also provides that the Company shall
indemnify, to the fullest extent permitted by Section 145 of the DGCL, all of
its present and former officers and directors, and any party agreeing to serve
as an officer, director or trustee of any entity at the Company's request, in
connection with any civil or criminal proceeding threatened or instituted
against such party by reason of actions or omissions while serving in such
capacity.  Indemnification by the Company includes payment of expenses in
defense of the indemnified party in advance of any proceeding or final
disposition thereof.  The rights to indemnification provided in this provision
do not preclude the exercise of any other indemnification rights by any party
pursuant to any law, agreement or vote of the stockholders or the disinterested
directors of the Company.

    Section 145 of the DGCL generally allows the Company to indemnify the
parties described in the preceding paragraph for all expenses, judgments, fines
and amounts in settlement actually paid and reasonably incurred in connection
with any proceedings so long as such party acted in good faith and in a manner
reasonably believed to be in or not opposed to the Company's best interests and,
with respect to any criminal proceedings, if such party had no reasonable cause
to believe his or her conduct to be unlawful.  Indemnification may only be made
by the Company if the applicable standard of conduct set forth in Section 145
has been met by the indemnified party upon a determination made (i) by the Board
of Directors by a majority vote of the directors who are not parties to such
proceedings (even though less than a quorum), or (ii) if there are no such
directors, or if such directors so direct, by independent legal counsel in a
written opinion, or (iii) by the stockholders.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

    Not Applicable.

Item 8.  EXHIBITS

Exhibit 
Number   Exhibit
-------  -------
  4      Instruments Defining the Rights of Stockholders.  Reference is made to
         the Registrant's Registration No.00-22327 on Form 8-A which is
         incorporated herein by reference pursuant to Item 3(b) to this
         Registration Statement.
  5      Opinion and Consent of Brobeck, Phleger & Harrison LLP.
  23.1   Consent of Ernst & Young LLP, Independent Auditors.
  23.2   Consent of Margolin, Winer & Evens LLP, Independent Accountants.
  23.3   Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
  24     Power of Attorney.  Reference is made to page II-4 of this
         Registration Statement.
  99.1   1996 Stock Option/Stock Issuance Plan.
  99.2   Notice of Grant.
  99.3   Stock Option Agreement.
  99.4   Addendum to Stock Option Agreement re: Involuntary Termination
         Following Corporate Transaction/Change in Control.
  99.5   Addendum to Stock Option Agreement (Limited Stock Appreciation
         Rights).
  99.6   Employee Stock Purchase Plan.
  99.7   Stock Purchase Agreement.
  99.8   Enrollment/Change Form.

                                    II-2
Item 9.  UNDERTAKINGS

    A.   The undersigned Registrant hereby undertakes:  (1) 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 1933 Act to reflect in the prospectus any facts or
events arising after the effective date of this 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 this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; PROVIDED, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act 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 and (3) 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 Registrant's 1996
Stock Option/Stock Issuance Plan and/or Employee Stock Purchase Plan.

    B.   The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this 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.

    C.   Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers or controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that, in the opinion of the SEC, such indemnification is against public
policy as expressed in the 1933 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 1933 Act
and will be governed by the final adjudication of such issue.

                                    II-3
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 City of Austin, State of Texas, on this 6th day
of June, 1997.

                             PSW TECHNOLOGIES, INC.

                             By:  /s/ W. Frank King
                                  ------------------------------------------
                                  Dr. W. Frank King
                                  President and Chief Executive Officer

                             POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

         That the undersigned officers and directors of PSW Technologies, Inc.,
a Delaware corporation, do hereby constitute and appoint Dr. W. Frank King and
Jonathan D. Wallace, the lawful attorneys-in-fact and agents with full power and
authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, determine may be necessary or
advisable or required to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules or regulations or requirements of the
Securities and Exchange Commission in connection with this Registration
Statement.  Without limiting the generality of the foregoing power and
authority, the powers granted include the power and authority to sign the names
of the undersigned officers and directors in the capacities indicated below to
this Registration Statement, to any and all amendments, both pre-effective and
post-effective, and supplements to this Registration Statement, and to any and
all instruments or documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereof, and each of the
undersigned hereby ratifies and confirms that said attorneys and agents, shall
do or cause to be done by virtue hereof.  This Power of Attorney may be signed
in several counterparts.

         IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

         Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature                                Title                             Date
---------                                -----                             ----
/s/ W. Frank King           President and Chief Executive Officer     June 6, 1997
-------------------------   (Principal Executive Officer)                         
Dr. W. Frank King                                                                 
                                                                                  
                                                                                  
Patrick D. Motola           Senior Vice President, Chief Financial    June 6, 1997
-------------------------   Officer and Secretary                                 
Patrick D. Motola           (Principal Financial Officer)                         
                                                                                  
                                                                                  
Keith D. Thatcher           Vice President of Finance and Treasurer   June 6, 1997
-------------------------   (Principal Accounting Officer)                        
Keith D. Thatcher
II-4
Signature                                Title                             Date
---------                                -----                             ----
/s/ Wade E. Saadi           Chairman of the Board of Directors        June 6, 1997
-------------------------                                                         
Wade E. Saadi                                                                     
                                                                                  
                                                                                  
/s/ Edward C. Ateyeh, Jr.   Director                                  June 6, 1997
-------------------------                                                         
Edward C. Ateyeh, Jr.                                                             
                                                                                  
                                                                                  
/s/ Jonathan D. Wallace     Director                                  June 6, 1997
-------------------------                                                         
Jonathan D. Wallace, Esq.                                                         
                                                                                  
                                                                                  
/s/ Kevin B. Kurtzman       Director                                  June 6, 1997
-------------------------                                                         
Kevin B. Kurtzman                                                                 
                                                                                  
                                                                                  
/s/ Michael J. Maples       Director                                  June 6, 1997
-------------------------                                                         
Michael J. Maples                                                                 
                                                                                  
                                                                                  
/s/ Thomas A. Herring       Director                                  June 6, 1997
-----------------------     
Thomas A. Herring
II-5
SECURITIES AND EXCHANGE COMMISSION

                                   WASHINGTON, D.C.

                                       EXHIBITS

                                          TO

                                       FORM S-8

                                        UNDER

                                SECURITIES ACT OF 1933

                                PSW TECHNOLOGIES, INC.
EXHIBIT INDEX

Exhibit 
Number   Exhibit
-------  -------
  4      Instruments Defining the Rights of Stockholders.  Reference is made to
         the Registrant's Registration No.00-22327 on Form 8-A which is
         incorporated herein by reference pursuant to Item 3(b) to this
         Registration Statement.
  5      Opinion and Consent of Brobeck, Phleger & Harrison LLP.
  23.1   Consent of Ernst & Young LLP, Independent Auditors.
  23.2   Consent of Margolin, Winer & Evens LLP, Independent Accountants.
  23.3   Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
  24     Power of Attorney.  Reference is made to page II-4 of this
         Registration Statement.
  99.1   1996 Stock Option/Stock Issuance Plan.
  99.2   Notice of Grant.
  99.3   Stock Option Agreement.
  99.4   Addendum to Stock Option Agreement re: Involuntary Termination
         Following Corporate Transaction/Change in Control.
  99.5   Addendum to Stock Option Agreement (Limited Stock Appreciation
         Rights).
  99.6   Employee Stock Purchase Plan.
  99.7   Stock Purchase Agreement.
  99.8   Enrollment/Change Form.