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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D. C. 20549

FORM 10-K/A

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|/x/                                          |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|-------------------------------------------- |  | ----------------------------------------------------------------------------------------
|For the Fiscal Year Ended: December 31, 1999
|OR                                          
|/ /                                          |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 000-18908

PREVIEW SYSTEMS, INC.(Exact name of registrant as specified in its charter)

|Delaware(State or other jurisdiction of
incorporationor organization)                     |  | 770485517(I.R.S. Employer
Identification No.)
|----------------------------------------------------------------------------------------- |  | ---------------------------------------------
|1195 West Fremont Boulevard
Sunnyvale, California(Address of principal executive offices) |  | 94087(Zip Code)                              

Registrant's
telephone number, including area code:408-720-3500

Securities registered pursuant to Section 12(b) of the Act:None

Securities registered pursuant to Section 12(g) of the Act:Common Stock, $.0002 par value

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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, or any amendment to this
Form 10-K.  /x/

The
aggregate market value of the voting stock held by non-affiliates of the Registrant is $737,316,577 as of March 10, 2000 based upon the last sales price as reported by the
Nasdaq National Market System.

The
number of shares outstanding of the Registrant's Common Stock as of March 10, 2000 was 16,785,882 shares.

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The
Registrant hereby amends the following section included in Item 1 of its Form 10-K for the fiscal year ended December 31, 1999 filed with the Securities and
Exchange Commission on March 30, 2000:

PART I

ITEM 1. Business

Risk FactorSubstantial sales of our common stock could depress our stock price.

If
our stockholders sell substantial amounts of our common stock in the public market, the market price of our common stock could fall. Based on 16,785,882 shares outstanding as of
March 10, 2000, we had 4,395,912 shares of common stock eligible for sale in the public market. The remaining shares of common stock outstanding are subject to lock-up agreements that prohibit
the sale of shares for 180 days from the date of our initial public offering (December 8, 1999). Immediately after the 180 day lock-up period, the remaining outstanding shares of
our common stock will become available for sale in the public market, except in the case of 4,797,199 shares which are subject to the expiration of one-year holding periods and/or the lapse of our
repurchase options.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

|Date: May 12, 2000 |  | PREVIEW SYSTEMS, INC.
|------------------ |  | ---------------------
|                   |  | By                   

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
indicated on May 12, 2000:

|Signature                                     |  | Title                                                                                           
|--------------------------------------------- |  | ------------------------------------------------------------------------------------------------
|                                              |  |                                                                                                 
|/s/DR. VINCENT PLUVINAGEDr. Vincent Pluvinage |  | President, Chief Executive Officer and Director (Principal Executive Officer)                   
|/s/G. BRADFORD SOLSOG. Bradford Solso         |  | Chief Operating Officer and Chief Financial Officer (Principal Financial and Accounting Officer)
|Gerard H. Langeler                            |  | Chairman of the Board of Directors                                                              
|/s/BRUCE R. BOURBONBruce R. Bourbon           |  | Director                                                                                        
|/s/DONALD L. LUCASDonald L. Lucas             |  | Director                                                                                        
|/s/GARY E. RIESCHELGary E. Rieschel           |  | Director                                                                                        
|/s/DR. R. DOUGLAS RIVERSDr. R. Douglas Rivers |  | Director                                                                                        
|/s/JO ANN HEIDI ROIZENJo Ann Heidi Roizen     |  | Director                                                                                        

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