METROWERKS FOURTH QUARTER REVENUES UP
TO RECORD US$6.2 MILLION

Company Records Profit of US$155,000 for Quarter

AUSTIN, Texas-August 28, 1997- Metrowerks Inc. (NASDAQ: MTWKF, TSE/ME:MWK),
one of the world's leading providers of software development tools, today
announced its results of operations for the fourth quarter of fiscal year
ending
July 31, 1997 (Q4FYJuly97).

Revenues for Q4FYJuly97 totaled US$6.2 million, an increase of 78% over
revenues of US$3.5 million for the corresponding Q4FYJuly96, and an
increase of 72% over revenues of US$3.6 million for the previous quarter,
Q3FYJuly97.

The Company reported a net profit of US$155,000 (US$0.01 per share on a
fully diluted basis), compared to a net loss of US$178,000 (US$0.02 per
share) for the corresponding Q4FYJuly96, and compared to a net loss of
US$5.9 million for the previous quarter, Q3FYJuly97.

"We are very happy with the results for the fourth quarter," said Jean
Belanger, Metrowerks CEO and Chairman of the Board. "We have made
significant investments in new products and infrastructure throughout
Fiscal 1997, and we are starting to realize the benefits of these
investments both in revenue growth and in profitability."

Revenues for Q4FYJuly97 break down as follows: 35% were related to embedded
market revenues and 65% were related to desktop market revenues, which
includes all Mac OS- and Windows-related sales. Revenues for Q4FYJuly97 can
also be broken down as to 80% for embedded and desktop market product
sales, and 20% product agreement revenues for both embedded and desktop
markets.

Cost of goods sold for Q4FYJuly97 were 17% of net revenues compared to an
average cost of goods sold of 29% for the first three quarters of Fiscal
1997. The reduction in cost of goods sold is the result of increased
efficiencies in fulfillment and production operations.

In Q4FYJuly97, R&D expenses totaled US$2.3 million as compared to US$1.8
million in Q3FYJuly97. This represents an increase of 24% as compared to
the increase in R&D expenses from Q2FYJuly97 to Q3FYJuly97 of 38%.

SG&A and technical support expenses totaled US$2.4 million in Q4FYJuly97 as
compared to US$2.2 million for Q3FYJuly97, an increase of 11%.
Comparatively, the increase in SG&A and technical support expenses from
Q2FYJuly97 to Q3FYJuly97 was 22%.

The company had approximately US$5.0 million of cash and cash equivalents
on hand at July 31, 1997.

This release, other than historical financial information, may consist of
forward-looking statements that involve risks and uncertainties. These
statements may differ materially from actual future events or results. For
instance, factors which could cause results to differ from future events
include the state of the Mac OS tools market, the timing of product
deliveries, competitive pricing actions and marketing programs, among
others. Additional information on these and other factors which could
affect the Company's financial results are included in the Company's 1996
annual report to shareholders and most recent quarterly reports on file
with the Securities and Exchange Commission.

Earnings Table
All figures are reported in '000s US dollars (except per share amount):

Metrowerks Inc. Consolidated Statements of Operations

Yr End Yr End Qtr End Qtr End Qtr End Qtr End Qtr End

7/31/97 7/31/96 7/31/97 4/30/97 1/31/97 10/31/96 7/31/96

Revenues, net 18,293 10,619 6,228 3,615 4,684 3,766 3,504

Cost of goods
sold 4,563 2,663 1,062 958 1,449 1,094 1,069
SG&A and
tech support 8,121 4,620 2,437 2,203 1,813 1,636 1,386
R & D 6,486 3,251 2,272 1,828 1,327 1,091 1,217
Depreciation 1,154 355 360 324 261 209 160
Non-recurring
charge 4,297 - - 4,297 - - -
Interest income (353) (375) (58) (75) (91) (129) (150)
--------------------------------------------------------
24,268 10,514 6,073 9,535 4,759 3,901 3,682

Net earnings/
(loss) (5,975) 105 155 (5,920) (75) (135) (178)

Earnings (loss)
per share (0.52) 0.01 0.01 (0.51) (0.01) (0.01) (0.02)

Weighted avg
# of shares
outstanding 11,523 10,620 11,646 11,529 11,520 11,505 11,282

About CodeWarrior
CodeWarrior is an intuitive suite of software development tools that
includes an award-winning Integrated Development Environment (IDE) complete
with project manager, resource and text editors, debugger, class browser,
online documentation and tutorials. CodeWarrior's cross-platform compilers
support C, C++, Java and Pascal, and allow programmers to build
applications for a number of different target platforms, all from one
development environment.

About Metrowerks
Founded in 1985, Metrowerks develops, markets and supports a complete line
of programming tools used for software development for a number of
operating systems and microprocessors. Intended for use on desktop
computers or embedded systems, these operating systems include Mac OS,
Windows 95, Windows NT, PlayStation OS, BeOS and Palm OS, running on
68K, PowerPC, MIPS and x86 microprocessors. Metrowerks' CodeWarrior
products are used by over 90,000 registered users in 70 countries.

Press Contacts:
Gordy Davies Jim Welch
Media Relations Chief Financial Officer
Metrowerks Inc. Metrowerks Inc.
(512) 873-4797 (512) 873-4777
gdavies@metrowerks.com welch@metrowerks.com