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                                                                    Exhibit 99.1

                                 CERTAIN FACTORS

        Project Software & Development, Inc. (the "Company") is filing this
Exhibit with the Securities and Exchange Commission in order to set forth in a
readily available document certain significant risks and uncertainties that are
important considerations to be taken into account in conjunction with
consideration and review of the Company's reports, registration statements,
information statements, press releases, and other publicly-disseminated
documents (including oral statements concerning Company business information
made by others on behalf of the Company) that include forward-looking
information.

        The nature of forward-looking information is that such information
involves assumptions, risks and uncertainties. Certain public documents of the
Company and oral statements made by authorized officers, directors, employees,
agents and representatives of the Company, acting on its behalf, may include
forward-looking information which will be influenced by the following and other
assumptions, risks and uncertainties. Forward-looking information requires
management of the Company to make assumptions, estimates, forecasts and
projections regarding the Company's future results as well as the future
effectiveness of the Company's strategic plans and future operational decisions.
Forward-looking statements made by or on behalf of the Company are subject to
the risk that the forecasts, projections, and expectations of management, or
assumptions underlying such forecasts, projections and expectations, may become
inaccurate. Accordingly, actual results and the Company's implementation of its
plans and operations may differ materially from forward-looking statements made
by or on behalf of the Company. The following discussion identifies certain
important factors that could affect the Company's actual results and actions and
could cause such results and actions to differ materially from any
forward-looking statements made by or on behalf of the Company that related to
such results and actions. Other factors, which are not identified herein, could
also have such an effect.

GENERAL ECONOMIC RISK FACTORS

        Forward-looking statements of the Company are subject to the risk that
assumptions made by management of the Company concerning future general economic
conditions such as recession, inflation, interest rates, tax rates, corporate
spending and credit and other future conditions having an impact on software
markets and the Company's business may prove to be incorrect. Adverse changes in
such future economic conditions could have an adverse effect on the Company's
business.

RAPID TECHNOLOGICAL CHANGE

        The computer software industry is characterized by rapid technological
advances, changes in customer requirements and frequent product introductions
and enhancements. The Company's success depends upon its ability to continue to
enhance its current products and to develop and introduce new products that keep
pace with technological developments, respond 




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to evolving customer requirements and achieve market acceptance. In particular,
the Company believes that it must continue to respond quickly to users' needs
for broad functionality and to advances in hardware and operating systems. Any
failure by the Company to anticipate or respond adequately to technological
developments and customer requirements, or any significant delays in product
development or introduction, could result in a loss of competitiveness and
revenues. There can be no assurance that the Company will be successful in
developing and marketing new products or product enhancements, or that the
Company will not experience significant delays in developing such new products
or product enhancements, which delays could have a material adverse effect on
the Company's results of operations. In addition, there can be no assurance that
new products and product enhancements developed by the Company will achieve
market acceptance.

     The Company will be releasing MAXIMO 4.0 in the near future. The failure of
MAXIMO 4.0 to achieve market acceptance would have a material adverse effect on
the Company's business and financial results.

DEPENDENCE ON MAXIMO

     The Company's revenues are primarily attributable to the licensing of its
MAXIMO product, introduced in 1991, and to related services and support.
Revenues from licenses of MAXIMO and related services and support accounted for
approximately 93.0% of the Company's total revenues in fiscal 1997. The
Company's financial performance in fiscal 1998 will depend on continued market
acceptance of MAXIMO. The Company believes that continued market acceptance of
MAXIMO will largely depend on its ability to enhance and broaden the
capabilities of MAXIMO, by, among other things, developing additional
application modules for MAXIMO, versions of MAXIMO and by developing and
incorporating into the MAXIMO product technologies that are emerging in
connection with the Internet. Any factor adversely affecting sales of MAXIMO,
such as delays in development, significant software flaws, incompatibility with
significant hardware platforms, operating systems or databases, increased
competition or negative evaluations of the products, would have a material
adverse effect on the Company's business and financial results.

FLUCTUATIONS IN QUARTERLY OPERATING RESULTS; SEASONALITY

     The Company has experienced, and may in the future experience, significant
period-to-period fluctuations in revenues and operating results. The Company's
revenues and income from operations typically grow at a lower rate or decline in
the first quarter of each fiscal year, compared to the fourth quarter of the
preceding fiscal year. In addition, revenues are typically higher in the fourth
quarter than in other quarters of the year. The Company believes that these
quarterly patterns are partly attributable to the Company's sales commission
policies,




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which compensate members of the Company's direct sales force for meeting or
exceeding annual quotas. In addition, the Company's quarterly revenues and
operating results have fluctuated historically, due to the number and timing of
product introductions and enhancements, the budgeting and purchasing cycles of
customers, the timing of product shipments and the timing of marketing and
product development expenditures. The Company typically realizes more than 60%
of its revenue from licenses of software in the last two weeks of a quarter,
frequently in the last weeks or even days of a quarter. Large software license
contracts may have a significant impact on revenues for any quarter and could
therefore result in significant fluctuations in quarterly revenues and operating
results. Accordingly, the Company believes that period-to-period comparisons of
its results of operations are not necessarily meaningful and should not be
relied upon as an indication of future performance.

     The Company generally ships its products upon receipt of orders and
maintains no significant backlog. As a result, revenues from license fees in any
quarter are substantially dependent on orders booked and shipped in that
quarter. A delay in or loss of orders can cause significant variations in
operating results. A significant portion of the Company's operating expenses are
fixed in the short term, and planned expenditures are based primarily on sales
forecasts. Accordingly, if revenues do not meet the Company's expectations in
any given quarter, operating results may be materially adversely affected.

COMPETITION

     The market for applications software is intensely competitive and rapidly
changing. While the Company believes that it has competed effectively to date,
competition in its industry is likely to intensify as current competitors expand
their product lines and new companies enter the market. To remain successful in
the future, the Company must respond promptly and effectively to the challenges
of technological change, evolving standards and its competitors' innovations by
continually enhancing its own product, services and support offerings, as well
as its marketing programs. There can be no assurance that the Company will
continue to be able to compete successfully in the future.

     The market for asset maintenance software is fragmented by geography, by
hardware platform and by industry orientation, and is characterized by a large
number of competitors. Currently, the Company's client/server versions of
MAXIMO, MAXIMO Enterprise and Workgroup, compete with products of a number of
large vendors which have traditionally provided maintenance software running on
mainframes and minicomputers and are now offering systems for use in the
client/server environment. MAXIMO Enterprise also competes with integrated
enterprise resource planning systems which are provided by several large vendors
and which include maintenance modules. MAXIMO ADvantage competes with a number
of competitors, including a national vendor and other various small regional
companies. The Company expects that in the future MAXIMO Enterprise and
Workgroup may encounter




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competition from vendors of low cost maintenance management systems designed
initially for use by a single user or limited number of users as vendors of
these products upgrade their functionality in an attempt to enter the
client/server market.

        Certain of the Company's competitors have greater financial, marketing,
service and support and technological resources than the Company. To the extent
that such competitors increase their focus on the asset maintenance or planning
and cost systems markets, the Company could be at a competitive disadvantage.

INTERNATIONAL OPERATIONS

        A significant portion of the Company's total revenues are derived from
operations outside the United States. The Company derived 43.8%, 40.5%, and
38.4% of its total revenue from sales outside the United States in fiscal years
1997, 1996, and 1995, respectively. This international business is subject to
various risks common to international activities, including exposure to currency
fluctuations, greater difficulty in collecting accounts receivable, political
and economic instability, the greater difficulty of administering business
abroad and the need to comply with a wide variety of foreign import and United
States export laws and regulatory requirements. A significant portion of the
Company's total revenue is derived from international operations which are
conducted in foreign currencies. Changes in the values of these foreign
currencies relative to the United States dollar have in the past adversely
affected, and may in the future affect, the Company's results of operations and
financial position. Gains and losses on translation to United States dollars and
settlement of receivables from international subsidiaries may contribute to
fluctuations in the Company's results of operations. To date, the Company has
not engaged in currency hedging transactions. The Company may in the future
undertake currency hedging, although there can be no assurance that hedging
transactions, if entered into, would materially reduce the effects of
fluctuations in foreign currency exchange rates on the Company's results of
operations.

DEPENDENCE ON THIRD PARTIES

        MAXIMO Enterprise operates with the Oracle 7 and SYBASE database
management systems. MAXIMO Workgroup operates with SQLBase, SQLServer and Oracle
7 Workgroup Server database management systems. MAXIMO ADvantage runs on the
Microsoft Access database. Introduction and increased market acceptance of
database management systems with which the Company's products do not operate, or
failure of Oracle, SYBASE, SQLBase, SQLServer or Access to achieve continued
market acceptance, could adversely affect the market for the Company's products.

        The Company has entered into non-exclusive license agreements with
Centura Corporation, Scribe Technologies, Incorporated, Cognos




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Corporation and Netronic Software GmbH, pursuant to which the Company
incorporates into its products software providing certain application
development, user interface, business intelligence, workflow and graphics
capabilities developed by these companies. If the Company were unable to renew
these licenses, or if any of such vendors were to become unable to support and
enhance its products, the Company could be required to devote additional
resources to the enhancement and support of these products or to acquire or
develop software providing equivalent capabilities, which could cause delays in
the development and introduction of products incorporating such capabilities.

PRODUCT DEVELOPMENT:  INTERNET

        The Company is currently developing software to incorporate into the
MAXIMO product technologies emerging in conjunction with the Internet. Internet
technologies and applications generally are developing and gaining acceptance
rapidly in the market. There can be no assurance that the Company will
successfully anticipate trends in this market, that the Company will be
successful in Internet technology development or acquisition efforts or that the
Company's Internet applications, if developed, will achieve market acceptance.

LIMITED INTELLECTUAL PROPERTY PROTECTION

        The Company's success is dependent upon proprietary technology. The
Company currently has no patents and protects its technology primarily through
copyrights, trademarks, trade secrets and employee and third party
non-disclosure agreements. The Company's software products are often licensed to
customers under "shrink wrap" licenses included as part of the product
packaging. Although, in larger sales, the Company's shrink wrap licenses may be
accompanied by specifically negotiated agreements signed by the licensee, in
many cases its shrink wrap licenses are not negotiated with or signed by
individual licensees. Certain provisions of the Company's shrink wrap licenses,
including provisions protecting against unauthorized use, copying, transfer and
disclosure of the licensed program, may be unenforceable under the laws of
certain jurisdictions. In addition, the laws of some foreign countries do not
protect the Company's proprietary rights to the same extent as do the laws of
the United States. There can be no assurance that the steps taken by the Company
to protect its proprietary rights will be adequate to prevent misappropriation
of its technology or development by others of similar technology. Although the
Company believes that its products and technology do not infringe on any
existing proprietary rights of others, there can be no assurance that third
parties will not assert infringement claims in the future.

DEPENDENCE ON KEY PERSONNEL

        The Company is highly dependent on certain key executive officers and
technical employees, the loss of one or more of whom could have an adverse
impact on the future




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operations of the Company. The Company does not have employment contracts with,
and does not maintain key person life insurance policies on, any personnel
although it does have an arrangement relating to severance payments with David
M. Sample, the Company's President, Chief Executive Officer and Chairman of the
Board. In addition, the Company may need to hire additional skilled personnel to
support the continued growth of its business. There can be no assurance that the
Company will be able to retain its existing personnel or attract additional
qualified employees.

MAXIMO ADVANTAGE; MAINTENANCE AUTOMATION CORPORATION

        The core of the software constituting MAXIMO ADvantage was acquired by
the Company through its acquisition of Maintenance Automation Corporation
("MAC"). MAC's product, Chief ADvantage, has been renamed MAXIMO ADvantage and
enhanced since the acquisition. The software architecture for PC-based MAXIMO
ADvantage is significantly different from the client/server architecture of
MAXIMO Enterprise and Workgroup. Since its acquisition of MAC, the Company has
incurred significant additional and unexpected costs in developing a new release
of MAXIMO ADvantage that meets the quality and functionality standards demanded
by the Company. In addition to these unexpected costs, there was a delay in
excess of six months in completing a new release of this product. The Company
has restructured MAC's telesales distribution operation for MAXIMO ADvantage. No
assurance can be given that MAC will in the future be profitable or that its
telesales distribution operation for MAXIMO ADvantage will achieve the Company's
goals.

POSSIBLE CONTINUED VOLATILITY OF STOCK PRICE

        Fiscal 1997 was marked by significant fluctuations in the market price
of the common stock, par value $.01 per share, of the Company (the "Common
Stock"). Factors such as announcements of technological innovations or new
products by the Company, its competitors and other third parties, as well as
quarterly variations in the Company's results of operations and market
conditions in the industry, may cause the market price of the Common Stock to
continue to fluctuate significantly. In addition, the stock market in general
has recently experienced substantial price and volume fluctuations, which have
particularly affected the market prices of many software companies and which
have often been unrelated to the operating performance of such companies. These
broad market fluctuations also may adversely affect the market price of the
Common Stock.

LITIGATION RISKS

        The Company is subject to the normal risks of litigation with respect to
its business operation.

FACTORS AFFECTING THE COMPANY'S BUSINESS ARE SUBJECT TO CHANGE



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        This Exhibit contains cautionary statements concerning certain factors
that may influence the business of the Company and are made as of the date of
this Exhibit. Such factors are subject to change. The cautionary statements set
forth in this Exhibit are not intended to cover all of the factors that may
affect the Company's business in the future. Forward-looking information
disseminated publicly by the Company following the date of this Exhibit may be
subject to additional factors hereinafter published by the Company.

NO REVISIONS OR UPDATES TO FORWARD-LOOKING STATEMENTS

        The Company will have no obligation to release publicly any revision or
update to any forward-looking statements to reflect events or circumstances
after the date of such statements or to reflect the occurrence of anticipated or
unanticipated events.



December 23, 1997




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