EXHIBIT 99

                  IMPORTANT FACTORS REGARDING FUTURE RESULTS

   Information provided by the Company or its spokespersons from time to time
may contain forward-looking statements concerning projected financial
performance, market and industry segment growth, product development and
commercialization or other aspects of future operations.  Such statements will
be based on the assumptions and expectations of the Company's management at the
time such statements are made.  The Company cautions investors that its
performance (and, therefore, any forwarding-looking statement) is subject to
risks and uncertainties.  Various important factors, including but not limited
to the following, may cause the Company's future results to differ materially
from those projected in any forward-looking statement.

   Fluctuations in Operating Results.  While the Company's sales cycle varies
substantially from customer to customer, a high percentage of the Company's
revenues are expected to be realized in the third month of each fiscal quarter
and tend to be concentrated in the latter half of that month.  The Company's
orders early in a quarter will not generally be large enough to assure that it
will meet its revenue targets for any particular quarter.  Accordingly, the
Company's quarterly results may be difficult to predict until the end of the
quarter and a shortfall in shipments or contract orders at the end of any
particular quarter may cause the results for that quarter to fall short of
anticipated levels.

   Stock Market Volatility.  Market prices for securities of software companies
have generally been volatile.  In particular, the market price of the Company's
common stock has been and may continue to be subject to significant fluctuations
as a result of factors affecting the computer industry or the securities markets
in general.

   In addition, a large percentage of the Company's common stock traditionally
has been held by institutional investors.  Consequently, actions with respect to
the Company's common stock by certain of these institutional investors could
have a significant impact on the market price for the stock.  For more
information, please see the Company's proxy statement with respect to its most
recent annual meeting of shareholders and Schedules 13D and 13G filed with the
U.S. Securities and Exchange Commission with respect to the Company's common
stock.

   Market Growth. Any Company projections of revenue growth are based on the
assumptions that the Company will be able to continue to penetrate the relevant
market and add to its industry leadership position and that the mechanical
CAD/CAM/CAE market will continue to grow at a predicted annual rate.  Failure of
these assumptions to materialize could adversely impact the Company's operating
results.

   Rapid Technological and Market Changes.  The mechanical CAD/CAM/CAE industry
is highly competitive, and is characterized by rapid technological advances.
Accordingly, the Company's ability to realize its expectations will depend on
its success at enhancing its current offerings, developing new products and
services that keep pace with developments in technology and meet evolving
customer requirements, and delivering those products through appropriate
distribution channels.  This will require, among other things, correctly
anticipating customer needs, hiring and retaining personnel with the necessary
skills and creativity, providing adequate funding for the development efforts,
and managing distribution channels effectively.

   Failure by the Company to anticipate or respond adequately to technological
developments and customer requirements, significant delays in the development,
production, testing, marketing, or availability of new or enhanced products or
services, or the failure of customers to accept such products or services could
adversely affect the Company's competitive position and operating results.

 
   Possibility of New Product Delays.  As is common in the computer software
industry, the Company may from time to time experience delays in its product
development and "debugging" efforts.  Significant delays in developing,
completing or shipping new or enhanced products could adversely affect the
Company's financial performance.  Among other things, such delays could cause
the Company to incorrectly predict the fiscal quarter in which revenue from the
shipment of the new or enhanced product will be realized and give the Company's
competitors a greater opportunity to market competing products.

   Management of Growth Through Acquisitions.  The Company's product range and
customer base have increased in the recent past due in part to acquisitions.
The Company may acquire additional businesses or product lines in the future.
The probability of success of any acquisition may be dependent upon the
Company's ability to integrate the acquired business or products successfully
and to retain key personnel associated with the acquisition.  Failure to do so,
or a material increase in the cost of integration, could cause actual results to
differ from those projected in management's forward-looking statements.

   Competition.  The Company believes that the principal bases for competition
in its markets are product functionality, price/performance characteristics,
product portability, ease of product use, sales and marketing strength, support
services and corporate reputation.  In particular, the Company believes that the
current success of its Pro/ENGINEER product line is due in part to the
mechanical and functional superiority of such products over competitive
offerings.  The Company does not know of any successful development and
marketing of technically equivalent but lower priced personnel computer-based
competitive products.  However, should a competitor successfully bring such a
product to market in the future, the Company's operating results could be
adversely affected. In addition, the Company is aware of ongoing efforts by
competitors, some of whom have greater resources than the Company, to emulate
the performance and functionality of the Company's products, and competitors may
develop equivalent or superior technology.  The Company's future success also
will depend in a large part on its ability to license additional products and
services to its existing customer base as well as the installed customer bases
of traditional mechanical CAD/CAM/CAE suppliers.

   Dependence on Key Personnel.  The Company's success depends upon its ability
to attract and retain highly skilled technical, managerial and sales personnel.
While the Company has not to date experienced any significant difficulty in
hiring or retaining qualified personnel, competition for such personnel in the
computer industry in general, and the mechanical CAD/CAM/CAE industry in
particular, is intense.  Management's projections necessarily assume that the
Company will continue to attract and retain such personnel and the failure to do
so could have a material adverse effect on the Company's ability to develop and
market competitive products and its ability to achieve projected operating
results.

   Risks Associated with International Business.  A significant and growing
portion of the Company's business comes from outside the United States.  A
consequence of the increased international business is that a growing percentage
of the Company's revenue and expenses are denominated in foreign currencies,
which subjects the Company's results of operations to foreign exchange
fluctuations.  Although the Company enters into forward exchange contracts to
offset a portion of the foreign exchange fluctuations, unanticipated foreign
events may materially and adversely affect its results.

   Protection of Intellectual Property and Other Proprietary Rights.  The
Company regards its software products as proprietary and attempts to protect its
intellectual property rights by relying on copyrights, trademarks, patents and
common law safeguards, including trade secret protection, as well as
restrictions on disclosures and transferability in its agreements with other
parties.  Although the Company intends to protect its intellectual property
rights, there can be no assurance that the laws of all jurisdictions in which
the Company's products are or may be developed, manufactured or sold will afford
the same protections to its products and intellectual property, or will be
enforced or enforceable by the Company, to the same extent as under the laws of
the United States.

 
   The software industry is characterized by frequent litigation regarding
copyright, patent and other intellectual property rights. While the Company has
not, to date, had any significant claims of such nature asserted against it,
there can be no assurance that third parties will not assert such claims against
the Company with respect to existing or future products or that, if asserted,
such claims would be resolved in a satisfactory manner.  In the event of
litigation to determine the validity of any third party claims, such litigation
could result in significant expense to the Company and divert the efforts of the
Company's technical and management personnel, whether or not such litigation is
determined in favor of the Company.