UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
META Group, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
591002 10 0
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(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marc Butlein
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 5 SOLE VOTING POWER
SHARES 714,160 shares.
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 220,000 shares.
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 714,160 shares.
PERSON 8 SHARED DISPOSITIVE POWER
WITH 220,000 shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
934,160 shares.
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.2%
12 TYPE OF REPORTING PERSON *
IN
Item 1(a). Name of Issuer: META Group, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
208 Harbor Drive
Stamford, CT 06912
Item 2(a). Name of Person Filing: Marc Butlein.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of Marc Butlein
is c/o META Group, Inc., 208 Harbor Drive, Stamford, CT 06912.
Item 2(c). Citizenship: United States.
Item 2(d). Title of Class of Securities: Common Stock, $.01 par value.
Item 2(e). CUSIP Number: 591002 10 0
Item 3. If this statement is filed pursuant to Rules 13d-1(b),
or 13d-2(b), check whether the person filing is a:
(a) Broker or dealer registered under Section 15 of the
Securities Exchange Act of 1934 (the "Act").
(b) Bank as defined in Section 3(a)(6) of the Act.
(c) Insurance Company as defined in Section 3(a)(19) of the Act.
(d) Investment Company registered under Section 8 of the
Investment Company Act of 1940.
(e) Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940.
(f) Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see Rule
13d-1(b)(1)(ii)(F) of the Act.
(g) Parent Holding Company, in accordance with Rule 13d-1
(b)(ii)(G) of the Act.
(h) Group,in accordance with Rule 13d-1(b)(1)(ii)(H) of the Act.
Not applicable. This Schedule 13G is not being filed
pursuant to Rule 13d-1(b) or 13d-2(b).
Item 4. Ownership.
(a) Amount Beneficially Owned: Marc Butlein is the record
owner of 402,160 shares as of December 31, 1996, holds
an option to purchase 312,000 shares, which option is
exercisable within 60 days after December 31, 1996, and
may be deemed to own beneficially 220,000 shares held by
a trust of which Mr. Butlein is a trustee. Therefore,
Mr. Butlein may be deemed to own beneficially an aggregate
of 934,160 shares as of December 31, 1996.
(b) Percent of Class: 14.2%. The foregoing percentage is
calculated based on the 6,254,296 shares of Common Stock
reported to be outstanding in the Quarterly Report on
Form 10-Q of META Group, Inc. for the period ending
September 30, 1996, as adjusted pursuant to Rule 13d-3(d)(1).
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 714,160 shares.
(ii) shared power to vote or to direct the vote: 220,000 shares.
(iii) sole power to dispose or to direct the disposition of:
714,160 shares.
(iv) shared power to dispose or to direct the disposition of:
220,000 shares.
Marc Butlein disclaims beneficial ownership of all shares of
Common Stock except for the shares he holds of record.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable. This statement on Schedule 13G is not filed
pursuant to Rule 13d-1(b).
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
February 13, 1997
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Date
/s/ Marc Butlein
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Signature
Marc Butlein/Director
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Name/Title
