X0202 4/A 2003-05-14 2004-06-16 0000717238 MSC SOFTWARE CORP MNS 0001182654 DAVIS CHARLES 2 MACARTHUR PLACE SANTA ANA CA 92707 0 1 0 0 Vice President Common Stock 2004-03-18 4 A 0 1795 0 A 4165 D Employee Stock Option 6.77 2003-05-14 4 A 0 15000 0 A 2004-05-14 2013-05-14 Common Stock 15000 15000 D Grant of bonus units (payable solely in an equivalent number of shares of the Issuer's Common Stock) under the Issuer's Executive Bonus Plan. This amendment corrects the number of bonus units granted from 1,474 to 1,795. This amendment also corrects the total beneficially owned from 3,844 to 4,165 shares and revises Footnote 2 as follows: As of June 17, 2004, the Reporting Person beneficially owned directly 4,165 shares of the Issuer's Common Stock. Of these shares which are beneficially owned directly, 1,143 shares were acquired under the Issuer's 1996 Employee Stock Purchase Plan, and 3,022 shares were acquired under the Issuer's Executive Stock Bonus Plan. Of the 3,022 shares acquired under the Issuer's Executive Stock Bonus Plan, 1,795 shares were granted as bonus units (payable solely in an equivalent number of shares of the Issuer's Common Stock. Discretionary grant to employee of nonqualified option to buy common stock under Issuer's 2001 Stock Option Plan. Vests in four equal annual installments beginning on May 14, 2004. Charles Davis 2004-06-17