SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                                  FORM 10-K/A

                         (AMENDMENT NO. 1 TO FORM 10-K)
                        FOR ANNUAL AND TRANSITION REPORTS
                     PURSUANT TO SECTIONS 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

(Mark One)
|X|  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the fiscal year ended  December 31, 2001
                           -----------------

                                       OR

|_|  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from             to
                               -----------    -----------

                        Commission File Number 000-30277

                         SERVICEWARE TECHNOLOGIES, INC.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)


              Delaware                                 25-1647861
   -------------------------------         ------------------------------------
   (State or Other Jurisdiction of         (I.R.S. Employer Identification No.)
    Incorporation or Organization)


333 Allegheny Avenue, Suite 301 North, Oakmont, Pennsylvania              15139
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                              (Zip Code)


Registrant's telephone number, including area code (412) 826-1158
                                                  ------------------------------

Securities  registered pursuant to Section 12(b) of the Act:

    Title of each class                Name of Each Exchange on Which Registered
----------------------------           -----------------------------------------
           None                                     Not applicable

Securities registered pursuant to Section 12(g) of the Act:


                    Common Stock, par value $0.01 per share
--------------------------------------------------------------------------------
                                (Title of Class)


--------------------------------------------------------------------------------
                                (Title of Class)


<PAGE>

     Indicate by check mark  whether the  registrant:  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.


                         Yes:  X              No:
                             -----               -----

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-K/A or any  amendment to
this Form 10-K/A.  |_|

     State  the  aggregate  market  value of the  voting  common  stock  held by
non-affiliates of the registrant: $6,689,233 at April 22, 2002 based on the last
sales price on that date.

     Indicate  the  number of  shares  outstanding  of each of the  registrant's
classes of common stock, as of April 22, 2002.

     Class                             Number of Shares
     -----                             ----------------

     Common Stock, $0.01 par value        23,863,167



<PAGE>

                                EXPLANATORY NOTE

     This  Amendment  No. 1 on Form 10-K/A amends the Annual Report on Form 10-K
of ServiceWare Technologies,  Inc. (the "Company," "ServiceWare," "we" or "us"),
filed with the  Securities  and Exchange  Commission  on April 1, 2002,  for its
fiscal year ended  December 31, 2001.  This Form 10-K/A is being filed solely to
add the information required by Part III (Items 10, 11, 12 and 13) of Form 10-K.


<PAGE>

                                    PART III

ITEM 10.     DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY.

BOARD OF DIRECTORS

     At our 2002 Annual Meeting of  Stockholders  (the  "Meeting"),  among other
items,  two Class II directors are to be elected to hold office until the Annual
Meeting of Stockholders to be held in 2005 and until their successors shall have
been elected and qualified.

     We  currently  have  six  directors.  As set  forth in our  certificate  of
incorporation and our bylaws, the terms of office of the members of the Board of
Directors are divided into three classes: Class I, whose term will expire at the
2004 Annual  Meeting of  Stockholders;  Class II,  whose term will expire at the
2002 Annual  Meeting of  Stockholders;  and Class III, whose term will expire at
the 2003 Annual Meeting of Stockholders.  Effective October 11, 2001, Kevin Hall
resigned as a Class II member of our Board of Directors.  Effective  January 24,
2002, Mark Tapling resigned as a Class III member of our Board of Directors.  On
February 28, 2002, the remaining  members of the Board elected George Goodman as
a Class II  director  and Kent  Heyman  as a Class  III  director,  filling  the
vacancies on the Board and re-constituted the various committees of the Board of
Directors,  as necessary,  to replace the resigning members thereof.  Therefore,
the current Class I directors are Thomas Unterberg and Robert Hemphill, Jr., the
current  Class II  directors  are  Timothy  Wallace  and George  Goodman and the
current  Class III  directors  are Bruce Molloy and Kent Heyman.  At each Annual
Meeting of  Stockholders,  the  successors to directors  whose terms then expire
will be elected to serve from the time of election and  qualification  until the
third  annual  meeting  following  election.  Our  bylaws  permit  our  Board of
Directors  to  increase  or  decrease  the size of the Board of  Directors.  Any
additional  directorships  resulting from an increase in the number of directors
will be distributed among the three classes so that, as nearly as possible, each
class  will  consist  of  one-third  of the  total  number  of  directors.  This
classification  of our Board of  Directors  may have the effect of  delaying  or
preventing changes in control or management of ServiceWare.

     In the event any of the nominees  should  become  unavailable  or unable to
serve as a  director,  it is intended  that votes will be cast for a  substitute
nominee  designated  by the Board of  Directors.  The Board of Directors  has no
reason to  believe  that the  nominees  named  below  will be unable to serve if
elected.  Each of the nominees  has  consented to being named in our 2002 Annual
Meeting Proxy Statement (the "Proxy Statement") and to serve if elected.

     The current  nominees  for  election as Class II  directors to the Board of
Directors at the Meeting are as follows:

                                         SERVED AS A      POSITION(S) WITH
  NAME                           AGE    DIRECTOR SINCE       THE COMPANY
  ----                           ---    --------------       -----------
  Timothy Wallace...........      44         1994         Class II Director

  George Goodman............      71         2002         Class II Director


                                     - 2 -
<PAGE>

     The principal  occupations and business  experience,  for at least the past
five years, of each nominee is as follows:

     Timothy  Wallace  joined our Board of Directors in July 1994.  Mr.  Wallace
currently is the Chairman and Chief Executive Officer of Full Tilt Solutions,  a
business-to-business  professional  service company,  which he joined in January
2000.  Prior to Full Tilt,  Mr.  Wallace was the President  and Chief  Executive
Officer of Xerox Connect, a network integration technology company from May 1998
through  December  1999.  From May 1996  until May  1998,  Mr.  Wallace  was the
President,  Chief Executive Officer and a director of XLConnect Solutions, which
he founded.  Xerox Connect  acquired  XLConnect in May 1998. From August 1991 to
March 1996, Mr. Wallace was the Vice President of  Professional  Services of The
Future Now, a national  systems  integration  company.  Mr.  Wallace  received a
Bachelor of Science degree in Business Administration from Indiana University of
Pennsylvania  and a  Master's  degree  in  Business  Administration  from  Miami
University of Ohio.

     George  Goodman joined our Board of Directors in February 2002. Mr. Goodman
currently serves as the Chief Executive Officer of Adam Smith Global Television.
Mr. Goodman hosted the weekly Emmy nominated  show,  "Adam Smith's Money World,"
on PBS for  thirteen  years.  Mr.  Goodman  currently  serves as a  director  of
Cambrex, and previously served as a director of Hyatt Hotels and US Airways. Mr.
Goodman also serves as a Life Trustee of The Urban Institute in Washington, D.C.
and as a member of the Advisory Council of the Center for International  Affairs
at Princeton  University.  Mr.  Goodman is a graduate magna cum laude of Harvard
College and was a Rhodes Scholar at Oxford.

     Each  elected  Class II  director  will hold  office  until the 2005 Annual
Meeting of  Stockholders  and until his successor is duly elected and qualified.
None of the  nominees  are related to any other  nominee,  director or executive
officer of the Company.

     We have six members on our Board of Directors.  The current  composition of
our Board of Directors is as follows:

                                       SERVED AS A            POSITIONS WITH
  NAME                         AGE    DIRECTOR SINCE           THE COMPANY
  ----                         ---    --------------          --------------

  Thomas Unterberg..........    71         2001            Class I Director

  Robert Hemphill...........    57         2001            Class I Director

  Timothy Wallace...........    44         1994            Class II Director

  George Goodman............    71         2002            Class II Director

  Bruce Molloy..............    48         1999            Class III Director

  Kent Heyman...............    46         2002            President, Chief
                                                           Executive Officer and
                                                           Class III Director

                                     - 3 -
<PAGE>

     Thomas Unterberg has served as a director since June 2001. Mr. Unterberg is
a co-founder  and, since June 1989, has served as a Chairman of C.E.  Unterberg,
Towbin, an investment banking firm. Mr. Unterberg currently serves on the boards
of directors of Electronics for Imaging,  Inc., Systems and Computer  Technology
Corporation,  StorageEngine, Inc. (f/k/a ECCS, Inc.), Centrax Corporation, Inc.,
Rumson-Fair Haven Bank & Trust Company, AES Corporation,  and Club One, LLC. Mr.
Unterberg is a graduate of Princeton  University and received a Master's  degree
in Business Administration from the Wharton School, University of Pennsylvania.

     Robert Hemphill, Jr. has served as a director since June 2001. Mr. Hemphill
is a co-founder and Managing  Director of Toucan Capital Corp., a private equity
and venture capital  investment company formed in 1998. Prior to founding Toucan
Capital Corp.,  from 1981 to 1998, Mr.  Hemphill  co-founded and was employed by
AES Corporation, a leading global power company, most recently as Executive Vice
President.  Mr.  Hemphill  serves on the board of directors of AES  Corporation,
Selecterra.com,  the National Museum of American History (Smithsonian Institute)
and on the advisory board of other private  companies.  Mr. Hemphill  received a
Bachelor's  degree from Yale University,  a graduate degree in Political Science
from the University of California, Los Angeles and a Master's degree in Business
Administration from George Washington University.

     Bruce Molloy has served as a director  since July 1999.  Mr. Molloy founded
the Molloy Group and served as its Chief  Executive  Officer and Chairman of the
Board from  October  1992  until its  acquisition  by the  Company in July 1999.
Subsequent  to the  acquisition  of the Molloy  Group,  Mr.  Molloy  served as a
consultant with us from July 1999 through January 2001.  Since January 2001, Mr.
Molloy has been pursuing personal interests and has not been affiliated with any
outside entity. Mr. Molloy is the inventor of the patented  Cognitive  Processor
used in our products. Mr. Molloy received a Bachelor of Arts degree in Music and
Physics from Columbia University.

     Kent Heyman joined our Board of Directors in February  2002. Mr. Heyman was
appointed our President and Chief Executive Officer effective as of September 5,
2001. Prior to joining ServiceWare, from June 1996 to December 2000 he served as
senior   vice   president   at   Mpower   Communications,   a   facilities-based
communications  provider.  Prior to his tenure at Mpower,  Mr.  Heyman served as
litigation department chairman and lead trial counsel for Dowling Magarian Aaron
and Heyman.  Mr. Heyman earned a doctor of law (J.D.) degree from  University of
the  Pacific's  McGeorge  School of Law, and  received a bachelor's  degree from
California State University, Fresno.

     For the biographical information of our Class II directors, Timothy Wallace
and George Goodman, see the above list of nominees.

     Each Class I Director  will hold office  until the 2004  Annual  Meeting of
Stockholders  and until his successor is duly elected and qualified.  Each Class
III Director will hold office until the 2003 Annual Meeting of Stockholders  and
until his successor is duly elected and qualified. None of the Company's current
directors or related to any other  director or to any  executive  officer of the
Company.



                                     - 4 -
<PAGE>

EXECUTIVE OFFICERS

     The following table identifies our current executive officers:

                                    CAPACITIES IN            IN CURRENT
NAME                          AGE   WHICH SERVED             POSITION SINCE
----                          ---   ------------             --------------

Kent Heyman................   46    President and Chief      September 2001
                                    Executive Officer

Scott Schwartzman(1).......   39    Chief Operating          October 2001/
                                    Officer and              September 2001
                                    Treasurer                (Vice President of
                                                             Global Enterprise
                                                             Services since
                                                             October 2000)

Richard Liebman(2).........   46    Chief Financial          January 2002
                                    Officer

Charles Rudisill(3)........   39    Vice President of        December 2000
                                    Business Development

(1)  Mr.  Schwartzman  has served as our Chief  Operating  Officer since October
     2001 and was named  Treasurer  in  September  2001.  From  October  2000 to
     October  2001,  Mr.  Schwartzman  served  as our Vice  President  of Global
     Enterprise Services. From September 1998 to September 2000, Mr. Schwartzman
     served as Vice  President of  Professional  Services at  Firepond,  Inc., a
     provider of  e-business  selling  solutions.  From  February 1994 to August
     1998, Mr. Schwartzman served in a variety of positions,  including Director
     of Professional  Services, for SAP America, an Enterprise Resource Planning
     (ERP) software  company.  Prior to his tenure at SAP, Mr.  Schwartzman held
     positions in operations and systems management at Star Dynamic Corporation,
     Dep Corporation and Revlon Corporation. Mr. Schwartzman received a Bachelor
     of Science degree in Business Administration from Syracuse University.

(2)  Mr.  Liebman  joined  ServiceWare  in January  2002 as our Chief  Financial
     Officer.  Prior to joining us, from October 1998 until  January  2001,  Mr.
     Liebman was Chief  Financial  Officer for eCal  Corporation,  a provider of
     Internet-based  calendar  services.  Prior to that,  from  January  1997 to
     October  1998,  Mr.  Liebman  was Senior  Vice  President  of  Pennsylvania
     Merchant  Group,  Ltd.,  an investment  banking firm.  From June 1994 until
     January 1997, Mr. Liebman was Managing  Director of Liebman Capital,  Inc.,
     which  focused on investing in  businesses  in the  technology  field.  Mr.
     Liebman  received  his  Bachelor  of Arts  degree in  economics  from Brown
     University  and  his  Masters  in  Business  Administration  from  Columbia
     Business School.

(3)  Mr. Rudisill has served as our Vice President of Business Development since
     December  2000,  except for the period from July 2001 to November 2001. Mr.
     Rudisill  resigned from Company  effective  July 10, 2001, but rejoined the
     Company on November 19,  2001.  Mr.  Rudsill was not  employed  during such
     period.  From October 1999 to November 2000,  Mr.  Rudisill was employed as
     Managing  Director of  Trans@ctive  Partners,  Inc., an investment  banking
     firm.  From  June  1994 to June  1999,  Mr.  Rudisill  served  as  Investor
     Relations  Director  and  Director  of  Corporate  Development  at  Mastech
     Corporation  (now  iGATE  Capital  Corporation).  Mr.  Rudisill  received a
     Bachelor  of Science  degree in  Business  Administration  from  Shenandoah
     University.



                                     - 5 -
<PAGE>

     None of our executive  officers are related to any other executive  officer
or to any of our directors.  Our executive  officers are elected annually by the
Board of  Directors  and serve  until  their  successors  are duly  elected  and
qualified.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires
our directors,  officers and  stockholders who beneficially own more than 10% of
any class of our  equity  securities  registered  pursuant  to Section 12 of the
Securities  Exchange  Act of  1934,  as  amended,  to file  initial  reports  of
ownership  and  reports  of  changes  in  ownership  with  respect to our equity
securities with the Securities and Exchange  Commission.  All reporting  persons
are required by Securities and Exchange Commission regulation to furnish us with
copies of all reports that such  reporting  persons file with the Securities and
Exchange Commission pursuant to Section 16(a).

     Based  solely on our review of the copies of such forms  received by us and
upon written representations of the our reporting persons received by us, except
as described below, each such reporting person has filed all of their respective
reports pursuant to Section 16(a) on a timely basis.

     Kent Heyman, our President and Chief Executive  Officer,  filed a Form 3 on
September  26, 2001.  This filing  should have been made within 10 days from the
date Mr.  Heyman  commenced  his  employment  with us on September  5, 2001.  In
addition,  based on  information  available  to us, we believe  C.E.  Unterberg,
Towbin LP may have failed to timely file a Form 4 reporting  sales of our Common
Stock made during November 2001. In addition, based on a lack of representations
to the Company,  we believe that certain of our  directors and each of the Named
Executives  failed to timely file a Form 5 with respect to certain  transactions
occurring during 2001.




                                     - 6 -
<PAGE>

ITEM 11.    EXECUTIVE COMPENSATION.

COMPENSATION OF DIRECTORS

     Our directors do not receive any cash  compensation  for their  services as
directors,  but we reimburse  directors for  reasonable  and necessary  expenses
incurred in connection with attendance at meetings of the Board of Directors and
other Company business.  On March 15, 2001,  pursuant to our 2000 Stock Plan, we
granted to certain of our then current directors  (Messrs.  Enand,  Hall, Molloy
and Wallace and Ms.  Harrison)  options to purchase  50,000 shares of our Common
Stock at an exercise price of $1.00 per share. The options vest to the extent of
one-fourth  of the shares on each of March 15,  2002,  2003,  2004 and 2005.  In
consideration  of their service on our Board of Directors  during 2001, on March
19,  2002,  pursuant  to our 2000  Stock  Plan,  we  granted  to each of Messrs.
Hemphill, Unterberg, Wallace and Molloy options to purchase 60,000 shares of our
Common  Stock at an exercise  price of $0.37 per share.  The options vest to the
extent  of  one-half  of the  shares  on each of March  21,  2003 and  2004.  In
addition,  on March 21,  2002,  pursuant  to our 2000  Stock  Plan,  each of our
non-employee  directors  (Messrs.  Hemphill,  Unterberg,  Wallace,  Goodman  and
Molloy)  received a grant of options to  purchase  225,000  shares of our Common
Stock at an exercise price of $0.40 per share. The options vest to the extent of
one-half of the shares on each of March 21, 2003 and 2004.

     From  time-to-time,  members of the Board of Directors have previously been
granted options to purchase  shares of our Common Stock.  See "ITEM 12. SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT."



                                     - 7 -
<PAGE>

SUMMARY OF COMPENSATION IN FISCAL 2001, 2000 AND 1999

     The following Summary Compensation Table sets forth information  concerning
compensation  for services in all  capacities  awarded to,  earned by or paid to
each  person who served as our Chief  Executive  Officer at any time during 2001
and each  other of our  executive  officers  whose  agregate  cash  compensation
exceeded  $100,000  at the end of 2001  (collectively  referred to as the "Named
Executives") during the years ended December 31, 2001, 2000 and 1999.

<TABLE>
<CAPTION>
                          SUMMARY COMPENSATION TABLE(1)
------------------------------------------------------------------------------------------------------------
                                                                            LONG-TERM
                                               ANNUAL COMPENSATION         COMPENSATION
                                                                              AWARDS
                                        --------------------------------------------------
                                                                            SECURITIES
                                                                            UNDERLYING         ALL OTHER
   NAME AND PRINCIPAL           YEAR        SALARY          BONUS            OPTIONS          COMPENSATION
        POSITION                              ($)            ($)               (#)                ($)
           (A)                   (B)          (C)            (D)               (G)                (I)
------------------------------------------------------------------------------------------------------------
<S>                             <C>         <C>              <C>               <C>              <C>
Mark Tapling(2)..............   2001        150,550              --            100,000          408,586(3)
    President and Chief         2000        200,000          70,000            300,000            6,600(4)
    Executive Officer           1999        185,417          45,000            310,000           39,190(5)

Kent Heyman(6)...............   2001         74,063              --            500,000               --
    President and Chief
    Executive Officer

Scott Schwartzman(7).........   2001        175,000              --            500,000               --
    Chief Operating Officer     2000         30,513              --            200,000               --

Charles Rudisill(8)..........   2001         98,606              --            175,000           51,250(9)
    Vice President of           2000          6,250              --            150,000               --
    Business Development

Roberto Aguas(10)............   2001        130,958           7,292            500,000           52,849(11)
    Vice President of           2000        116,846          76,208            212,000            1,285(12)
    Products and Technology

Michael Chaplo(13)...........   2001         96,792           6,000             50,000           89,458(14)
    Vice President of Global    2000          9,311          35,000            200,000               --
    Sales and Marketing
</TABLE>

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

(1)  The costs of certain benefits are not included because they did not exceed,
     in the case of each  Named  Executive,  the lesser of $50,000 or 10% of the
     total annual salary and bonus reported in the above table.

(2)  Mr. Tapling served as our President and Chief  Executive  Officer from July
     1999 to September 2001 and our President,  Chief Operating Officer and Vice
     President of Worldwide  Sales at various  times  during 1999.  Mr.  Tapling
     resigned  from his position  with the Company  effective as of September 5,
     2001. Mr. Tapling  resigned from our Board of Directors  effective  January
     24, 2002.


                                     - 8 -
<PAGE>

(3)  Includes  severance  payments  to Mr.  Tapling of $50,000,  forgiveness  of
     certain loans to Mr. Tapling and related  payments for applicable  federal,
     state  and local  income  taxes  totaling  $348,267,  contributions  by the
     Company under its 401(k) plan of $3,719 and automobile  allowances totaling
     $6,600.

(4)  Represents automobile allowances.

(5)  Includes  $35,340  in  commissions  paid  while  Mr.  Tapling  was our Vice
     President of Worldwide Sales and automobile allowances totaling $3,850.

(6)  Mr. Heyman was appointed President and Chief Executive Officer effective as
     of September 5, 2001.  Mr.  Heyman's  salary will initially be $225,000 per
     year and he will be eligible to  initially  receive a bonus of $100,000 per
     year.

(7)  Mr. Schwartzman joined the Company in October 2000. Mr.  Schwartzman's base
     salary is $175,000  per year and he is eligible to receive an annual  bonus
     of $75,000.

(8)  Mr.  Rudisill  served as our Vice  President of Business  Development  from
     December 18, 2000 through July 10,  2001.  Mr.  Rudisill  left his position
     with the Company effective as of July 10, 2001, but rejoined the Company on
     November 19, 2001. Mr. Rudisill's base salary is $150,000 per year.

(9)  Represents severance payments to Mr. Rudisill for the period from July 2001
     to November 2001.

(10) Mr. Aguas served as our Vice  President  of Products  and  Technology  from
     March 31, 2000 to September 24, 2001.  Mr. Aguas resigned from his position
     with the Company effective as of September 24, 2001.

(11) Includes  contributions  by the Company under its 401(k) plan of $4,849 and
     severance payments to Mr. Aguas of $48,000.

(12) Amount  represents  the  discount  received  on shares of our Common  Stock
     purchased through the Company's Employee Stock Purchase Program.

(13) Mr. Chaplo served as our Vice  President of Global Sales and Marketing from
     December 17, 2000 to July 10, 2001.  Mr. Chaplo  resigned from his position
     with the Company effective as of July 10, 2001.

(14) Represents severance payments to Mr. Chaplo.



                                     - 9 -
<PAGE>

OPTION GRANTS IN 2001

     The following table sets forth information  concerning individual grants of
stock options made during 2001 to each of the Named Executives.

<TABLE>
<CAPTION>
                        OPTION GRANTS IN LAST FISCAL YEAR
---------------------------------------------------------------------------------------------------
                            INDIVIDUAL GRANTS
---------------------------------------------------------------------------------------------------
                                                                             POTENTIAL REALIZABLE
                                       PERCENT OF                                  VALUE AT
                            NUMBER OF     TOTAL                              ASSUMED ANNUAL RATES
                           SECURITIES    OPTIONS                                   OF STOCK
                           UNDERLYING  GRANTED TO   EXERCISE                  PRICE APPRECIATION
                             OPTIONS    EMPLOYEES   OR BASE                       FOR OPTION
                             GRANTED    IN FISCAL     PRICE    EXPIRATION          TERM (3)
                                                                            -----------------------
          NAME              (#) (1)     YEAR (2)     ($/SH)       DATE         5%($)      10%($)
          (A)                 (B)          (C)         (D)         (E)          (F)         (G)
---------------------------------------------------------------------------------------------------

<S>                           <C>        <C>           <C>       <C>           <C>         <C>
Mark Tapling.........          75,000     1.7%         1.09      9/30/01       51,412      130,288
                               25,000     0.6%         1.09      6/29/02       17,137       43,429

Kent Heyman..........         500,000    11.5%         0.25      9/25/11       78,612      199,218

Scott Schwartzman....          50,000     1.1%         1.09      2/26/11       34,275       86,859
                              450,000    10.3%         0.25      9/25/11       70,751      179,296

Charles Rudisill.....          37,497     0.9%         1.09      7/10/01       25,704       65,139
                               12,503     0.3%         1.09      4/10/02        8,571       21,720
                              125,000     2.9%         0.24     11/19/11       18,867       47,812

Roberto Aguas........          74,997     1.7%         1.09      9/24/01       51,410      130,283
                               25,003     0.6%         1.09      6/22/02       17,139       43,435
                              400,000     9.2%         0.25      6/22/02       62,889      159,374

Michael Chaplo.......          37,497     0.9%         1.09      7/10/01       25,704       65,139
                               12,503     0.3%         1.09      4/10/02        8,571       21,720
</TABLE>
-----------

(1)  Such options were granted pursuant to and in accordance with our 2000 Stock
     Plan.  For a  complete  description  of  such  plan,  see  Proposal  No.  4
     "Amendments  to the  ServiceWare  Technologies,  Inc. 2000 Stock  Incentive
     Plan."

(2)  Based on 4,355,025  options granted to all employees during the 2001 fiscal
     year, including options granted to the Named Executives.

(3)  Based on a grant date fair market  value  equal to the grant date  exercise
     price per share of the applicable  option for each of the Named  Executives
     and assumes no adjustments to the grant date exercise price. The 5% and 10%
     assumed annual rates of compounded stock price appreciation are mandated by
     rules of the  Securities  and Exchange  Commission.  Our actual stock price
     appreciation  over the 10-year  option  term will likely  differ from these
     assumed  annual  rates.  Unless  the  market  price  of  our  Common  Stock
     appreciates over the option term, no value will be realized from the option
     grants made to the Named Executives.


                                     - 10 -
<PAGE>

AGGREGATED OPTION EXERCISES IN 2001 AND YEAR END OPTION VALUES

     The  following  table sets forth  information  concerning  each exercise of
options  during 2001 by each of the Named  Executives  and the year end value of
unexercised in the money options.

                 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                        AND FISCAL YEAR END OPTION VALUES
--------------------------------------------------------------------------------
                                                    NUMBER OF
                                                    SECURITIES        VALUE OF
                                                    UNDERLYING      UNEXERCISED
                                                   UNEXERCISED      IN-THE-MONEY
                                                    OPTIONS AT       OPTIONS AT
                          SHARES                      FISCAL           FISCAL
                        ACQUIRED                     YEAR-END         YEAR-END
                            ON         VALUE           (#)             ($)(1)
                         EXERCISE     REALIZED     EXERCISABLE/     EXERCISABLE/
         NAME              (#)          ($)       UNEXERCISABLE    UNEXERCISABLE
          (A)              (B)          (C)            (D)              (E)
--------------------------------------------------------------------------------

Mark Tapling.........       --           --         157,500/0           0/0

Kent Heyman..........       --           --         0/500,000         0/35,000

Scott Schwartzman....       --           --       50,000/650,000      0/31,500

Charles Rudisill.....       --           --       35,555/125,000      0/10,000

Roberto Aguas........       --           --         153,570/0         7,000/0

Michael Chaplo.......       --           --          62,500/0           0/0

----------

(1)  Based on a year end fair market value of the underlying securities equal to
     $0.32 per share, less the exercise price payable for such shares.



                                     - 11 -
<PAGE>

EMPLOYMENT   CONTRACTS,   TERMINATION   OF  EMPLOYMENT   AND   CHANGE-IN-CONTROL
ARRANGEMENTS

     All of our  executive  officers  serve at the  discretion  of our  Board of
Directors.

     Under the  provisions of Kent Heyman's  letter of  employment,  dated as of
August 23, 2001,  Mr.  Heyman is entitled to a salary of $225,000  per year,  is
eligible  for a bonus of  $100,000  per year  based  upon  specific  performance
criteria  to be  determined  by the Board and was  offered  options to  purchase
1,000,000  shares of our  Common  Stock.  In  accordance  with such  letter,  on
September 25, 2001, Mr. Heyman  received  options to purchase  500,000 shares of
our Common  Stock with an exercise  price of $0.25 per share.  In  addition,  on
January 1, 2002, Mr. Heyman also received  options to purchase 500,000 shares of
our Common Stock with an exercise  price of $0.32 per share.  Mr. Heyman is also
entitled to participate in all of our standard benefit plans.

     Under the terms of Mark  Tapling's  letter of  employment,  Mr. Tapling was
entitled to a severance  package  equal to six months of his base salary  should
his employment with us be terminated, whether voluntarily or not, without cause.
Mr.  Tapling  resigned  from his  position  with  the  Company  effective  as of
September  5, 2001 and from our Board of  Directors  on January  24,  2002.  His
severance  payments  began on October 1, 2001.  During 2001, we paid Mr. Tapling
approximately $50,000 in severance payments.

     In  connection  with Mr.  Rudisill's  separation  from the  Company for the
period  from July 2001 to  November  2001,  we paid Mr.  Rudisill  approximately
$51,250 in severance  payments.  In connection with Mr. Aguas's  separation from
the  Company in  September  2001,  during 2001 we paid Mr.  Aguas  approximately
$48,000 in severance  payments.  In connection with Mr. Chaplo's separation from
the Company in July 2001, during 2001 we paid Mr. Chaplo  approximately  $89,458
in severance payments. In addition, we entered into severance  arrangements with
each of Messrs.  Enand,  Finkel and Joslin  pursuant to which we made  severance
payments in 2001 of $99,999, $68,750 and $75,200, respectively.

     During the 2000  fiscal  year,  we made  loans to certain of our  executive
officers to purchase  shares of our Common Stock in connection with the exercise
of certain of their outstanding options. Since the loans were due and payable 30
days from the date of termination  of the  executive's  employment  (including a
termination in connection with a change of control),  and immediately if we were
to be acquired in a transaction that valued our shares at a price per share less
than  these  executives  paid for  their  shares,  or if these  executives  were
otherwise  terminated  at a time when our shares were worth less than the amount
these  executives  paid for their  shares,  these  executives  would  experience
immediate  and  material  financial  losses.  Such losses  would be equal to the
difference of the amount  received by the  executives  for the shares  purchased
with the proceeds of the loans and the amount due on the loans. Accordingly,  in
order to ensure the continued  employment of these executives and to ensure that
these executives diligently performed their duties without distraction, on March
12, 2001, our Board of Directors  adopted a Change of Control  Benefit Plan. The
Change of  Control  Benefit  Plan  provided  that,  in the event of a "Change of
Control,"  as  defined  in the  Change  of  Control  Benefit  Plan,  or upon any
termination of the  executive's  employment  without  "cause," as defined in our
2000 Stock Plan, or their resignation upon certain  detrimental changes in their
employment  status,  (i) all shares  obtained upon option  exercises  which were
"restricted"  (that is, subject to forfeiture) would have such restriction lapse
and (ii) the amount owed on the loans for



                                     - 12 -
<PAGE>

the  executives  covered by the plan would be reduced by the value of the shares
pledged as security for the loans,  which shares would be surrendered to us, and
the  remaining  loan amount  would be forgiven by us. In  addition,  the covered
executives  will be provided with payments with respect to income and employment
taxes  incurred as a result of the loan  forgiveness.  In connection  with their
separation from the Company, such loans were forgiven for each of Messrs. Enand,
Tapling,  Finkel and Joslin. For information  relating to such loan forgiveness,
please see ITEM 13. "CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS."

     Under our 2001 bonus plan as  approved by our Board,  all senior  executive
officers are entitled to a severance  package  equal to six months of their base
salary should their  employment with us be terminated as a result of a change of
control. Additionally,  100% of their annual bonus is automatically payable as a
result of a change of control,  with 50% paid at the closing of the  transaction
and 50% paid at the earlier of six months  after the closing of the  transaction
or upon termination as a result of the change of control.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     The  Compensation  Committee  currently  consists of Thomas  Unterberg  and
Timothy  Wallace.  From  January  1,  2001 to June 11,  2001,  the  Compensation
Committee was comprised of Mr. Wallace and Susanne Harrison,  when Mr. Unterberg
replaced  Ms.  Harrison  who  decided not to stand for  re-election  at the 2001
Annual Meeting of Stockholders.

     In May 2002, we intend to enter into a Note Purchase  Agreement with Thomas
Unterberg,  a member of our Board of Directors,  C.E. Unterberg,  Towbin Private
Equity Partners II, L.P.,  certain  entities  affiliated with Mr.  Unterberg and
other investors  pursuant to which we expect to issue and sell to such investors
in  two  separate  closings,  10%  convertible  promissory  notes  for  up to an
aggregate  principal  amount  of  $3,000,000.  The  promissory  notes  will bear
interest at 10% per annum payable  semi-annually,  at our option, in cash, or in
additional  promissory  notes  or a  combination  of cash  and  such  additional
promissory  notes. The promissory notes shall be due and payable within eighteen
months of the applicable  closing date, at which time, unless earlier converted,
the notes  shall be repaid at 100% of the  principal  amount,  plus  accrued and
unpaid interest.  Subject to stockholder approval, the promissory notes shall be
convertible  at any time,  at the option of the  investors,  into  shares of our
Common Stock.

     In connection with the execution of the Note Purchase Agreement,  we intend
to enter into a registration rights agreement pursuant to which we will register
for  resale by the  investors  the  Common  Stock,  if  issued,  underlying  the
promissory notes. Under the registration  rights agreement,  we will be required
to file a  registration  statement  relating  to the resale of the Common  Stock
underlying  the promissory  notes within 30 days of the first closing,  and that
registration statement must be declared effective by the Securities and Exchange
Commission  within 120 days of such date.  If these filing  dates and  effective
dates are not met or the registration  statement's  effectiveness lapses for any
reason, we will be required to pay to the investors, in either cash or notes, an
amount equal to 5% per annum of the principal amount of the promissory notes and
any additional promissory notes.



                                     - 13 -
<PAGE>

     The Note Purchase  Agreement  will require us to pay the  placement  agent,
C.E.  Unterberg,  Towbin,  an aggregate cash fee of up to $250,000,  $125,000 of
which will be paid on the date the first closing,  and the remaining $125,000 of
which shall be payable,  if at all, upon the issuance in full of the  promissory
notes  at the  second  closing.  Thomas  Unterberg,  a  member  of our  Board of
Directors,  currently serves as the managing director of C.E. Unterberg,  Towbin
Private Equity Partners II, L.P., and is the Chairman of the placement agent.

     The foregoing  description of the proposed  promissory note  transaction is
based solely on information available to us as of the date of this filing and is
subject to change as a result of negotiations between the parties.

     Neither  of the  members  of our  Compensation  Committee  has ever been an
officer or employee of the Company. None of our executive officers has served or
serves as a member of the Board of  Directors or  compensation  committee of any
entity  that has one or more  executive  officers on our Board of  Directors  or
Compensation   Committee.   There  are  no,  and  during  2001,  there  were  no
Compensation Committee interlocks.




                                     - 14 -
<PAGE>

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     There were, as of March 31, 2002,  approximately  366 holders of record and
approximately  1,674 beneficial holders of our Common Stock. The following table
sets forth certain  information,  as of March 31, 2002, with respect to holdings
of our Common Stock by (i) each person known by us to be the beneficial owner of
more than 5% of the total number of shares of the Common Stock outstanding as of
such date,  based on currently  available  Schedules  13D and 13G filed with the
Securities and Exchange  Commission,  (ii) each of our directors (which includes
all nominees) and Named  Executives,  and (iii) all directors,  Named Executives
and executive officers as a group.

<TABLE>
<CAPTION>
                                                AMOUNT AND NATURE OF        PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER(1)        BENEFICIAL OWNERSHIP(1)      OF CLASS(2)
------------------------------------           --------------------         --------
<S>                                                   <C>                     <C>
(i)   Certain Beneficial Owners:

C.E. Unterberg, Towbin L.P..................          4,657,660(3)            19.5%
      350 Madison Avenue
      New York, NY  10017

Norwest Equity Partners V, LP...............          2,655,570(4)            11.1%
      Suite 250
      245 Lytton Avenue
      Palo Alto, CA  94301

Jeffrey Pepper..............................          1,864,164(5)             7.8%
      c/o Eldervision.Net Inc.
      215 Allegheny Avenue
      Oakmont, PA  15139

Geocapital III, L.P.........................          1,788,574(6)             7.5%
      2 Executive Drive
      Fort Lee, NJ  07024

Bruce Molloy................................          1,397,662(7)             5.9%
      15 Brook Hollow Road
      Gladstone, NJ  07934

Rajiv Enand.................................          1,244,470(8)             5.2%
      526 Salem Drive
      Gibsonia, PA  15044

(ii)  Directors (which includes all
      nominees) and Named Executives:

Mark Tapling................................            292,500(9)             1.2%
Kent Heyman.................................                 --(10)             *
Scott Schwartzman...........................             50,000(11)             *
Charles Rudisill............................             50,000(12)             *
Roberto Aguas...............................            228,000(13)             *
Michael Chaplo..............................             62,500(14)             *
Thomas Unterberg............................          4,895,059(15)           20.5%
Robert Hemphill, Jr.........................                 --                 *
Timothy Wallace.............................             94,500(16)             *
George Goodman..............................                 --                 *
Bruce Molloy................................          1,397,662(17)            5.9%

(iii) All directors, Named Executives and
    executive officers as a group (12
    persons):...............................          7,070,221(18)           28.7%
</TABLE>

---------------
* Less than 1%.



                                     - 15 -
<PAGE>


(1)  Except  as set  forth  in the  footnotes  to  this  table  and  subject  to
     applicable  community  property  law, the person and entities  named in the
     table have sole voting and investment power with respect to all shares.

(2)  Applicable  percentage  of ownership for each holder is based on 23,863,167
     shares of Common Stock outstanding on March 31, 2002, plus any Common Stock
     equivalent and presently exercisable stock options or warrants held by each
     such  holder,  and options or warrants  held by each such holder which will
     become exercisable within 60 days after March 31, 2002.

(3)  Includes  4,604,441  shares of our  Common  Stock  owned by,  and  warrants
     exercisable  for 53,219  shares of our Common Stock held by, the  following
     entities with which Mr.  Unterberg is affiliated:  C.E.  Unterberg,  Towbin
     Capital Partners I, L.P.;  Unterberg  Harris Private Equity  Partners,  LP;
     C.E.  Unterberg,  Towbin Private Equity Partners II, L.P.; C.E.  Unterberg,
     Towbin  Private Equity  Partners II-Q,  L.P.;  Tamar  Technology  Investors
     (Delaware),  L.P.;  Unterberg Harris Interactive Media Limited Partnership,
     CV; Unterberg Harris Private Equity Partners,  CV; Marjorie and Clarence E.
     Unterberg Foundation, Inc.; C.E. Unterberg Towbin, LLC; and C.E. Unterberg,
     Towbin  (a  California  Limited   Partnership).   Mr.  Unterberg  disclaims
     beneficial  ownership of the 4,657,660  shares of Common Stock and warrants
     described in the preceding sentence except as to his proportionate interest
     in such entities.

(4)  Includes  2,584,237  shares of our  Common  Stock  owned by,  and  warrants
     exercisable  for 71,333 shares of our Common Stock held by,  Norwest Equity
     Partners V, LP. The sole general  partner of Norwest is Itasca  Partners V,
     L.L.P.,  whose  managing  partners are John E. Lindahl and George J. Still,
     Jr., and whose  administrative  partner is John P.  Whaley.  As a result of
     these relationships, Itasca Partners, Mr. Lindahl, Mr. Still and Mr. Whaley
     may be deemed to own beneficially  the Common Stock owned by Norwest.  Each
     of  Itasca  Partners,  Mr.  Lindahl,  Mr.  Still  and Mr.  Whaley  disclaim
     beneficial  ownership  of our Common Stock owned  beneficially  by Norwest,
     other than,  with respect to Itasca  Partners,  its beneficial  interest in
     such  securities  as general  partner of Norwest  and,  with respect to Mr.
     Lindahl, Mr. Still and Mr. Whaley, their respective beneficial interests in
     such  securities  through  their  interest in Itasca.  Kevin Hall, a former
     member of our Board of  Directors,  may be deemed to own  beneficially  the
     securities  owned by Norwest  because  he is  affiliated  with the  general
     partner  of  Norwest.  Mr.  Hall  disclaims  beneficial  ownership  of  the
     securities  owned  beneficially  by  Norwest,  except  for  his  beneficial
     interest in such securities  through his interest in the general partner of
     Norwest.  Mr. Hall resigned from our Board of Directors  effective  October
     11, 2001.

(5)  Includes an  aggregate of 210,000  shares  owned by two separate  trusts of
     which Mr.  Pepper is  co-trustee  and his children are  beneficiaries.  Mr.
     Pepper  is  one of our  co-founders  and  previously  served  as our  Chief
     Executive Officer.

(6)  As  disclosed  on a Schedule  13G filed with the  Securities  and  Exchange
     Commission  on  February  14,  2001,  assuming  no  changes  in  beneficial
     ownership since such filing.

(7)  As  disclosed  on a Schedule  13G filed with the  Securities  and  Exchange
     Commission on February 14, 2002. Includes 25,000 shares of our Common Stock
     owned by Mr. Molloy's wife and 26,625 shares of our Common Stock underlying
     options  which are  exercisable  as of March 31, 2002 or 60 days after such
     date.

(8)  Includes  1,000,000  shares  owned by Oak  Haven  Partners,  a  partnership
     controlled  by Mr. Enand and an  aggregate  of 119,000  shares owned by two
     separate  trusts of which Mr.  Enand is  co-trustee  and his  children  are
     beneficiaries. Mr. Enand is one of our co-founders and previously served as
     our Chief Executive Officer and Chairman of our Board of Directors.

(9)  Includes  292,500 shares of our Common Stock  underlying  options which are
     exercisable  as of March 31, 2002 or 60 days after such date.  Mr.  Tapling
     resigned as our President and Chief Executive Officer  effective  September
     5, 2001. Mr. Tapling resigned from our Board of Directors as of January 24,
     2002.


                                     - 16 -
<PAGE>

(10) Mr.  Heyman  was  appointed  our  President  and  Chief  Executive  Officer
     effective as of September 5, 2001.

(11) Includes  50,000  shares of our Common Stock  underlying  options which are
     exercisable as of March 31, 2002 or 60 days after such date.

(12) Includes  50,000  shares of our Common Stock  underlying  options which are
     exercisable as of March 31, 2002 or 60 days after such date.

(13) Includes  228,000 shares of our Common Stock  underlying  options which are
     exercisable  as of March 31,  2002 or 60 days after such  date.  Mr.  Aguas
     resigned from his position with the Company as of September 24, 2001.

(14) Includes  62,500  shares of our Common Stock  underlying  options which are
     exercisable  as of March 31,  2002 or 60 days after such date.  Mr.  Chaplo
     resigned from his position with the Company as of July 10, 2001.

(15) Includes  4,604,441  shares of our  Common  Stock  owned by,  and  warrants
     exercisable  for 53,219  shares of our Common Stock held by, the  following
     entities with which Mr.  Unterberg is affiliated:  C.E.  Unterberg,  Towbin
     Capital Partners I, L.P.;  Unterberg  Harris Private Equity  Partners,  LP;
     C.E.  Unterberg,  Towbin Private Equity Partners II, L.P.; C.E.  Unterberg,
     Towbin  Private Equity  Partners II-Q,  L.P.;  Tamar  Technology  Investors
     (Delaware),  L.P.;  Unterberg Harris Interactive Media Limited Partnership,
     CV; Unterberg Harris Private Equity Partners,  CV; Marjorie and Clarence E.
     Unterberg Foundation, Inc.; C.E. Unterberg Towbin, LLC; and C.E. Unterberg,
     Towbin  (a  California  Limited   Partnership).   Mr.  Unterberg  disclaims
     beneficial  ownership of the 4,657,660  shares of Common Stock and warrants
     described in the preceding sentence except as to his proportionate interest
     in  such  entities.  Also  includes  231,225  shares  of our  Common  Stock
     beneficially  owned by Mr.  Unterberg.  Also  includes  4,125 shares of our
     Common Stock underlying  options which are exercisable as of March 31, 2002
     or 60 days after such date.  Also includes 2,049 warrants  exercisable  for
     shares of our Common Stock as of March 31, 2002 or 60 days after such date.
     Excludes 12,500 shares of our Common Stock owned by Mr.  Unterberg's  wife,
     as to which Mr. Unterberg disclaims beneficial ownership.

(16) Includes  94,500  shares of our Common Stock  underlying  options which are
     exercisable as of March 31, 2002 or 60 days after such date.

(17) Includes  25,000 shares of our Common Stock owned by Mr.  Molloy's wife and
     26,625 shares of our Common Stock underlying  options which are exercisable
     as of March 31, 2002 or 60 days after such date.

(18) See Notes 9 through 17.




                                     - 17 -
<PAGE>

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     For  information  relating  to  the  proposed  sale  and  issuance  of  10%
convertible  promissory  notes in the aggregate  principal amount of $3,000,000,
certain  registration  rights  and the  payment  of  certain  placement  fees in
connection with such transaction involving Mr. Unterberg,  who currently serves,
and during 2001 served,  as a member of our Compensation  Committee,  please see
ITEM 11 "EXECUTIVE COMPENSATION -- COMPENSATION COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION."

     On July 20,  2001,  we  completed  the sale of all our  rights,  title  and
interest  in and to the  property  and assets  used by our  Content  Business to
RightAnswers  LLC  ("RightAnswers").  The  Content  Business  was engaged in the
business of providing a subscription  based service that enables users to access
a  continuously  updated  database  of  problem  solution  pairs to solve  their
technical support problems.  The sale was completed in accordance with the terms
of a Purchase and Sale Agreement (the "Agreement"), dated July 29, 2001, between
the Company and RightAnswers.

     RightAnswers was organized to acquire our Content  Business.  RightAnswers'
Chief  Executive  Officer,  Mark Finkel,  was our Chief  Financial  Officer from
January 2000 to July 2001.

     The consideration we received for the transactions  contemplated  under the
Agreement   consisted  of  an  assumption  of  approximately   $500,000  of  net
liabilities  associated  with our Content  Business by RightAnswers in excess of
the assets and properties  transferred to RightAnswers,  subject to post-closing
adjustments.  Our Board of Directors  unanimously  approved the  Agreement,  the
transactions  contemplated  under  the  Agreement  and the  consideration  to be
received by us under the Agreement.

     In connection with Mr.  Finkel's  separation from the Company in July 2001,
we paid Mr. Finkel approximately  $68,750 in severance payments during 2001 and,
in exchange for the  forfeiture of 300,000  shares of our Common Stock,  forgave
loans to Mr. Finkel in the aggregate amount of approximately $288,046, including
certain related payments for applicable federal, state and local income taxes.

     In connection with Mr.  Tapling's  separation from the Company in September
2001, we paid Mr. Tapling  approximately  $50,000 in severance  payments  during
2001 and, in exchange for the  forfeiture of 340,000 shares of our Common Stock,
forgave loans to Mr. Tapling in the aggregate amount of approximately  $348,267,
including  certain  related  payments for  applicable  federal,  state and local
income taxes.

     In connection  with the separation of Rajiv Enand,  our former  Chairman of
the  Board,  from the  Company  in June 2001,  we paid Mr.  Enand  approximately
$99,999 in severance payments during 2001 and, in exchange for the forfeiture of
100,000 shares of our Common Stock,  forgave loans to Mr. Enand in the aggregate
amount  of  approximately  $229,703,  including  certain  related  payments  for
applicable federal, state and local income taxes.




                                     - 18 -
<PAGE>

     In  connection  with the  separation  of Richard  Joslin,  our former  Vice
President of Customer  Care,  from the Company in June 2001,  we paid Mr. Joslin
approximately $75,200 in severance payments during 2001 and, in exchange for the
forfeiture of 61,750 shares of our Common Stock,  forgave loans to Mr. Joslin in
the  aggregate  amount  of  approximately  $95,723,  including  certain  related
payments for applicable federal, state and local income taxes.




                                     - 19 -
<PAGE>

                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934,  the  registrant  has duly caused  Amendment No. 1 to this
report to be signed on its behalf by the undersigned,  thereunto duly authorized
in the City of Oakmont, Commonwealth of Pennsylvania on April 30, 2002.

                                          SERVICEWARE TECHNOLOGIES, INC.


                                          By:  /s/ Kent Heyman
                                             --------------------------------
                                             KENT HEYMAN
                                             Chief Executive Officer

<PAGE>

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the dates indicated.

        Signature                        Capacity                   Date
        ---------                        --------                   ----

  /s/ Kent Heyman                President, Principal            April 30, 2002
---------------------------      Executive Officer and
Kent Heyman                      Director


  /s/ Richard Liebman            Interim Chief Financial         April 30, 2002
---------------------------      Officer, Principal
Richard Liebman                  Financial and Accounting
                                 Officer


            *                    Director                        April 30, 2002
---------------------------
Thomas Unterberg

            *                    Director                        April 30, 2002
---------------------------
George Goodman

            *                    Director                        April 30, 2002
---------------------------
Robert Hemphill

            *                    Director                        April 30, 2002
---------------------------
Bruce Molloy

            *                    Director                        April 30, 2002
---------------------------
Timothy Wallace

*  By the  signatures  set forth below,  the  undersigned,  pursuant to the duly
   authorized  powers  of  attorney  filed  with  the  Securities  and  Exchange
   Commission  has signed this  Amendment  to the Annual  Report on Form 10-K on
   behalf of the persons indicated.

/s/  Kent Heyman
---------------------------
Kent Heyman
(Attorney-in-Fact)


/s/  Richard Liebman
---------------------------
Richard Liebman
(Attorney-in-Fact)