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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1. Name and Address of Reporting Person * SCHERR MARC D   2. Issuer Name and Ticker or Trading Symbol ULTIMATE SOFTWARE GROUP INC [ULTI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Vice-Chairman & COO (Last) (First) (Middle) 2000 ULTIMATE WAY 3. Date of Earliest Transaction (Month/Day/Year) 05/17/2005 (Street) WESTON, FL 33326 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

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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

Employee Stock Options (right to buy) (1)

$ 15.9

05/17/2005

05/17/2005

A

15,000

05/17/2005

05/17/2015

Common Stock

15,000

$ 15.9

15,000

D

Employee Stock Options (right to buy) (1)

$ 15.9

05/17/2005

05/17/2005

A

15,000

05/17/2006

05/17/2015

Common Stock

15,000

$ 15.9

15,000

D

Employee Stock Options (right to buy) (1)

$ 15.9

05/17/2005

05/17/2005

A

15,000

05/17/2007

05/17/2015

Common Stock

15,000

$ 15.9

15,000

D

Employee Stock Options (right to buy) (1)

$ 15.9

05/17/2005

05/17/2005

A

15,000

05/17/2008

05/17/2015

Common Stock

15,000

$ 15.9

15,000

D

Restricted Stock Award (2)

$ 15.9

05/17/2005

05/17/2005

A

15,000

05/17/2009

12/15/2014

Common Stock

15,000

$ 15.9

15,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SCHERR MARC D 2000 ULTIMATE WAY WESTON, FL 33326	X		Vice-Chairman & COO

Signatures

Felicia Alvaro by Power of Attorney for Marc D. Scherr		05/19/2005
**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)	The option grant was approved by Ultimate Software's Board of Directors on April 19, 2005, with the effectiveness of such grant subject to shareholder approval of the stock option plan under which the option was granted (the "2005 Equity and Incentive Plan"). The 2005 Equity and Incentive Plan was approved by Ultimate Software's shareholders on May 17, 2005.
(2)	The restricted stock award was approved by Ultimate Software's Board of Directors on April 19, 2005, with the effectiveness of such award subject to shareholder approval of the plan under which the restricted stock award was granted (the "2005 Equity and Incentive Plan"). The 2005 Equity and Incentive Plan was approved by Ultimate Software's shareholders on May 17, 2005. The vesting and expiration for the restricted stock award are based on the terms set forth in the 2005 Equity and Incentive Plan filed as Exhibit 10.1 to the Current Report on Form 8-K with the Securities Exchange Commission on May 18, 2005.

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