SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* RAY HUGH JEFFERSON (Last) (First) (Middle) 14 OAK PARK (Street) BEDFORD MA 01730 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PROGRESS SOFTWARE CORP /MA [ PRGS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) Former Officer
	3. Date of Earliest Transaction (Month/Day/Year) 10/03/2003
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								2,377(1)(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Incentive Stock Options	$13.084							03/01/2002(3)	10/09/2011(4)	Common Stock	33,000		33,000(5)	D
Nonqualified Stock Options	$13.084							03/01/2002(3)	10/09/2011(4)	Common Stock	67,000		48,389(6)	D
Nonqualified Stock Options	$13.24							08/02/2002(7)	08/01/2012(4)	Common Stock	20,000		20,000(8)	D
Nonqualified Stock Options	$15.07							03/01/2003(9)	02/23/2013(4)	Common Stock	30,000		30,000(10)	D
Nonqualified Stock Options	$15.14							06/01/2003(11)	03/14/2013(4)	Common Stock	22,400		22,400(12)	D

Explanation of Responses:

1. This report is being filed to note Mr. Ray's termination of insider status. Effective as of October 3, 2003, Mr. Ray is no longer subject to Section 16 of the Securities Exchange Act of 1934. The reported holdings reflect Mr. Ray's beneficial ownership as of October 3, 2003, the date of termination of service.

2. Includes a purchase made pursuant to the Employee Stock Purchase Plan of 295 shares on July 1, 2003.

3. The options vest in equal monthly increments over a 54 month period, commencing March 1, 2002.

4. As of October 3, 2003, the date of Mr. Ray's termination of service, all unvested options will be cancelled and any vested options will be cancelled on January 1, 2004.

5. As of October 3, 2003, options to purchase 12,222 shares were vested.

6. As of October 3, 2003, options to purchase 6,204 shares were vested.

7. Six-sixtieths of the options vested as of the grant date, August 2, 2002, thereafter the options vest in equal monthly increments over a 54 month period, commencing September 1, 2002.

8. As of October 3, 2003, options to purchase 6,667 shares were vested.

9. The options vest in equal monthly increments over a 60 month period, commencing March 1, 2003.

10. As of October 3, 2003, options to purchase 4,000 shares were vested.

11. Sixteen-sixtieths of the options vested as of June 1, 2003, thereafter the options vest in equal monthly increments over a 44 month period, commencing July 1, 2003.

12. As of October 3, 2003, options to purchase 7,466 shares were vested.

Remarks:

	Hugh Jefferson Ray III	10/03/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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