Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
ALSOP JOSEPH WRIGHT
  2. Issuer Name and Ticker or Trading Symbol
PROGRESS SOFTWARE CORP /MA [PRGS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO
(Last)
(First)
(Middle)
14 OAK PARK
3. Date of Earliest Transaction (Month/Day/Year)
12/18/2006
(Street)

BEDFORD, MA 01730
4. If Amendment, Date 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
(City)
(State)
(Zip)
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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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
Stock Option (right to buy) $ 4.7084 12/18/2006   D(1)     107,000   (1) 03/03/2007 Common Stock 107,000 (1) 0 D  
Stock Option (right to buy) $ 5.2884 12/18/2006   A(1)   107,000     (1) 03/03/2007 Common Stock 107,000 (1) 107,000 D  
Stock Option (right to buy) $ 7.2084 12/18/2006   D(2)     240,000   (2) 02/01/2008 Common Stock 240,000 (2) 0 D  
Stock Option (right to buy) $ 10.5784 12/18/2006   A(2)   240,000     (2) 02/01/2008 Common Stock 240,000 (2) 240,000 D  
Stock Option (right to buy) $ 9 12/18/2006   D(3)     200,000   (3) 09/01/2008 Common Stock 200,000 (3) 0 D  
Stock Option (right to buy) $ 16.19 12/18/2006   A(3)   200,000     (3) 09/01/2008 Common Stock 200,000 (3) 200,000 D  
Stock Option (right to buy) $ 10.4688 12/18/2006   D(4)     62,000   (4) 05/17/2009 Common Stock 62,000 (4) 0 D  
Stock Option (right to buy) $ 13.8788 12/18/2006   A(4)   62,000     (4) 05/17/2009 Common Stock 62,000 (4) 62,000 D  
Stock Option (right to buy) $ 19.25 12/18/2006   D(5)     100,000   (5) 02/18/2010 Common Stock 100,000 (5) 0 D  
Stock Option (right to buy) $ 23 12/18/2006   A(5)   100,000     (5) 02/18/2010 Common Stock 100,000 (5) 100,000 D  
Stock Option (right to buy) $ 12.0625 12/18/2006   D(6)     150,000   (6) 10/06/2010 Common Stock 150,000 (6) 0 D  
Stock Option (right to buy) $ 14.9425 12/18/2006   A(6)   150,000     (6) 10/06/2010 Common Stock 150,000 (6) 150,000 D  
Stock Option (right to buy) $ 9 12/18/2006   D(3)     50,000   (3) 09/01/2008 Common Stock 50,000 (3) 0 D  
Stock Option (right to buy) $ 16.19 12/18/2006   A(3)   50,000     (3) 09/01/2008 Common Stock 50,000 (3) 50,000 D  
Stock Option (right to buy) $ 12.8125 12/18/2006   D(7)     100,000   (7) 04/02/2011 Common Stock 100,000 (7) 0 D  
Stock Option (right to buy) $ 14.3025 12/18/2006   A(7)   100,000     (7) 04/02/2011 Common Stock 100,000 (7) 100,000 D  
Stock Option (right to buy) $ 12.8125 12/18/2006   D(7)     25,000   (7) 04/02/2011 Common Stock 25,000 (7) 0 D  
Stock Option (right to buy) $ 14.3025 12/18/2006   A(7)   25,000     (7) 04/02/2011 Common Stock 25,000 (7) 25,000 D  
Stock Option (right to buy) $ 13.084 12/18/2006   D(8)     75,000   (8) 10/09/2011 Common Stock 75,000 (8) 0 D  
Stock Option (right to buy) $ 17.424 12/18/2006   A(8)   75,000     (8) 10/09/2011 Common Stock 75,000 (8) 75,000 D  
Stock Option (right to buy) $ 13.084 12/18/2006   D(8)     50,000   (8) 10/09/2011 Common Stock 50,000 (8) 0 D  
Stock Option (right to buy) $ 17.424 12/18/2006   A(8)   50,000     (8) 10/09/2011 Common Stock 50,000 (8) 50,000 D  
Stock Option (right to buy) $ 13.24 12/18/2006   D(9)     250,000   (9) 08/01/2012 Common Stock 250,000 (9) 0 D  
Stock Option (right to buy) $ 13.5 12/18/2006   A(9)   250,000     (9) 08/01/2012 Common Stock 250,000 (9) 250,000 D  
Stock Option (right to buy) $ 15.07 12/18/2006   D(10)     125,000   (10) 02/23/2013 Common Stock 125,000 (10) 0 D  
Stock Option (right to buy) $ 16.99 12/18/2006   A(10)   125,000     (10) 02/23/2013 Common Stock 125,000 (10) 125,000 D  
Stock Option (right to buy) $ 18.15 12/18/2006   D(11)     75,000   (11) 05/23/2014 Common Stock 75,000 (11) 0 D  
Stock Option (right to buy) $ 18.75 12/18/2006   A(11)   75,000     (11) 05/23/2014 Common Stock 75,000 (11) 75,000 D  
Stock Option (right to buy) $ 19.25 12/18/2006   D(12)     125,000   (12) 09/26/2014 Common Stock 125,000 (12) 0 D  
Stock Option (right to buy) $ 21.45 12/18/2006   A(12)   125,000     (12) 09/26/2014 Common Stock 125,000 (12) 125,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ALSOP JOSEPH WRIGHT
14 OAK PARK
BEDFORD, MA 01730
  X     CEO  

Signatures

 /s/ Joseph Wright Alsop   12/19/2006
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) These two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the deemend grant of a replacement option. The option was originally granted on March 3, 1997 and vested in 60 equal monthly increments commencing on March 1, 1997.
(2) These two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the deemed grant of a replacement option. The option was originally granted on February 3, 1998 and vested in 60 equal monthly increments commencing on March 1, 1998.
(3) These reported transactions involved the amendment of outstanding options, resulting in the deemed cancellation of the "old" options and the deemed grant of replacement options. The options were originally granted on September 1, 1998 and vested in 60 equal monthly increments commencing on March 1, 1998.
(4) These two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the deemed grant of a replacement option. The option was originally granted on May 17, 1999 and vested in 60 equal monthly increments commencing on March 1, 1999.
(5) These two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the deemed grant of a replacement option. The option was originally granted on February 18, 2000 and vested in 60 equal monthly increments commencing on March 1, 2000.
(6) These two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the deemed grant of a replacement option. The option was originally granted on October 6, 2000 and vested in 60 equal monthly increments commencing on March 1, 2000.
(7) These reported transactions involved the amendment of outstanding options, resulting in the deemed cancellation of the "old" options and the deemed grant of replacement options. The options were originally granted on April 3, 2001 and vested in 60 equal monthly increments commencing on March 1, 2001.
(8) These two reported transactions involved the amendment of outstanding options, resulting in the deemed cancellation of the "old" options and the deemed grant of replacement options. The options were originally granted on October 10, 2001 and vested in 60 equal monthly increments commencing on March 1, 2001.
(9) These two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the deemed grant of a replacement option. The option was originally granted on August 2, 2002 and vests in 60 equal monthly increments commencing on March 1, 2002.
(10) These two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the deemed grant of a replacement option. The option was originally granted on February 24, 2003 and vests in 60 equal monthly increments commencing on March 1, 2003.
(11) These two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the deemed grant of a replacement option. The option was originally granted on May 24, 2004 and vests in 60 equal monthly increments commencing on March 1, 2004.
(12) These two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the deemed grant of a replacement option. The option was originally granted on September 27, 2004 and vests in 60 equal monthly increments commencing on March 1, 2004.
 
Remarks:
Additional holdings of the Reporting Person are set forth in a subsquent filing made by the Reporting Person on the date hereof.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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