diff --git a/setup.py b/setup.py
index 0fa089df..4a7badf7 100644
--- a/setup.py
+++ b/setup.py
@@ -64,8 +64,10 @@ requires = [
     #
     # package                           # low                   high
 
-    # TODO: why do we need to cap this?  breaks tailbone.db zope stuff somehow
-    'zope.sqlalchemy<1.0',              # 0.7                   0.7.7
+    # TODO: previously was capping this to pre-1.0 although i'm not sure why.
+    # however the 1.2 release has some breaking changes which require refactor.
+    # cf. https://pypi.org/project/zope.sqlalchemy/#id3
+    'zope.sqlalchemy<1.2',              # 0.7                   1.1
 
     # TODO: apparently they jumped from 0.1 to 0.9 and that broke us...
     # (0.1 was released on 2014-09-14 and then 0.9 came out on 2018-09-27)
diff --git a/tox.ini b/tox.ini
index a83b1694..3a0faeca 100644
--- a/tox.ini
+++ b/tox.ini
@@ -19,7 +19,7 @@ deps =
         fixture
         mock
         nose
-        SQLAlchemy<1.3
+        SQLAlchemy<1.4
         SQLAlchemy-Utils<0.36.7
 
 [testenv:coverage]