SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

SLIWKOWSKI PETER

(Last)

(First)

(Middle)

14 OAK PARK

(Street)

BEDFORD

01730

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/09/2004

3. Issuer Name and Ticker or Trading Symbol
PROGRESS SOFTWARE CORP /MA [ PRGS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, ObjectStore

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,594	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Nonqualified Stock Option	03/01/1999⁽¹⁾	02/10/2009	Common Stock	25,707⁽²⁾	$12.8125	D
Incentive Stock Option	03/01/2000⁽³⁾	02/18/2010	Common Stock	7,100⁽⁴⁾	$19.25	D
Nonqualified Stock Option	03/01/2000⁽³⁾	02/18/2010	Common Stock	32,900⁽⁵⁾	$19.25	D
Incentive Stock Option	10/06/2000⁽⁶⁾	10/06/2010	Common Stock	100⁽⁷⁾	$12.0625	D
Nonqualified Stock Option	10/06/2000⁽⁶⁾	10/06/2010	Common Stock	19,900⁽⁸⁾	$12.0625	D
Nonqualified Stock Option	05/01/2001⁽⁹⁾	04/02/2011	Common Stock	50,000⁽¹⁰⁾	$12.8125	D
Nonqualified Stock Option	11/01/2001⁽¹¹⁾	10/09/2011	Common Stock	50,000⁽¹⁰⁾	$13.084	D
Nonqualified Stock Option	09/01/2002⁽¹²⁾	08/01/2012	Common Stock	75,000⁽¹³⁾	$13.24	D
Nonqualified Stock Option	03/01/2003⁽¹⁴⁾	02/23/2013	Common Stock	37,500⁽¹⁵⁾	$15.07	D
Nonqualified Stock Option	12/01/2003⁽¹⁶⁾	11/10/2013	Common Stock	37,500⁽¹⁵⁾	$21.86	D
Nonqualified Stock Option	06/01/2004⁽¹⁷⁾	05/23/2014	Common Stock	25,000⁽¹⁸⁾	$18.15	D

Explanation of Responses:

1. The option vests in equal monthly increments over a sixty (60) month period, commencing March 1, 1999.

2. On July 9, 2004, options to purchase all 25,707 shares were vested.

3. The option vests in equal monthly increments over a sixty (60) month period, commencing March 1, 2000.

4. On July 9, 2004, options to purchase 6,272 shares were vested.

5. On July 9, 2004, options to purchase 29,062 shares were vested.

6. The option vests on the date of the grant with respect to eight-sixtieths (8/60) of the total amount, thereafter in equal monthly increments over a fifty two (52) month period, commencing November 1, 2000.

7. On July 9, 2004, options to purchase 88 shares were vested.

8. On July 9, 2004, options to purchase 15,245 shares were vested.

9. The option vests on the date of the grant with respect to two-sixtieths (2/60) of the total amount, thereafter in equal monthly increments over a fifty eight (58) month period, commencing May 1, 2001.

10. On July 9, 2004, options to purchase 34,167 shares were vested.

11. The option vests on the date of the grant with respect to eight-sixtieths (8/60) of the total amount, thereafter in equal monthly increments over a fifty two (52) month period, commencing November 1, 2001.

12. The option vests on the date of the grant with respect to six-sixtieths (6/60) of the total amount, thereafter in equal monthly increments over a fifty four (54) month period, commencing September 1, 2002.

13. On July 9, 2004, options to purchase 36,250 shares were vested.

14. The option vests in equal monthly increments over a sixty (60) month period, commencing March 1, 2003.

15. On July 9, 2004, options to purchase 10,625 shares were vested.

16. The option vests on the date of the grant with respect to nine-sixtieths (9/60) of the total amount, thereafter in equal monthly increments over a fifty one (51) month period, commencing December 1, 2003.

17. The option vests on the date of the grant with respect to three-sixtieths (3/60) of the total amount, thereafter in equal monthly increments over a fifty seven (57) month period, commencing June 1, 2004.

18. On July 9, 2004, options to purchase 2,083 shares were vested.

Remarks:

	Peter G. Sliwkowski	07/16/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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