GATEWAY DATA SCIENCES CORP
SC 13G/A, 1998-02-17
PREPACKAGED SOFTWARE
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13G


                    Under the Securities Exchange Act of 1934

                               (Amendment No. 1)*


                        Gateway Data Sciences Corporation
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                                  Common Stock
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   367596 10 3
                       ----------------------------------
                                 (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 (the "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).
<PAGE>
- ---------------------                                          -----------------
CUSIP No. 367596 10 3                 13G                      Page 2 of 6 Pages
- ---------------------                                          -----------------
- --------------------------------------------------------------------------------
1.       NAMES OF REPORTING PERSONS I.R.S.  IDENTIFICATION NOS. OF ABOVE PERSONS
         (ENTITIES ONLY)
               Gregory S. Anderson
- --------------------------------------------------------------------------------
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 of America
- --------------------------------------------------------------------------------
                              5.    SOLE VOTING POWER
      NUMBER OF                         66,884
       SHARES             ------------------------------------------------------
    BENEFICIALLY              6.    SHARED VOTING POWER             
      OWNED BY                          756,553
        EACH              ------------------------------------------------------
      REPORTING               7.    SOLE DISPOSITIVE POWER          
       PERSON                           66,884
        WITH              ------------------------------------------------------
                              8.    SHARED DISPOSITIVE POWER        
                                        756,553
- --------------------------------------------------------------------------------
9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
               823,437
- --------------------------------------------------------------------------------
10.      CHECK BOX IF THE AGGREGATE  AMOUNT IN ROW (9) EXCLUDES  CERTAIN SHARES*
                                                                             [ ]

- --------------------------------------------------------------------------------
11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
               25.6%
- --------------------------------------------------------------------------------
12.      TYPE OF REPORTING PERSON*
               IN
- --------------------------------------------------------------------------------
<PAGE>
- ---------------------                                          -----------------
CUSIP No. 367596 10 3                                          Page 3 of 6 Pages
- ---------------------                                          -----------------


Item 1.

         (a)      Name of Issuer - Gateway Data Sciences Corporation

         (b)      Address of Issuer's Principal Executive Offices
                           3410 E. University Drive, Suite 100
                           Phoenix, Arizona  85034

Item 2.

         (a)      Name of Person Filing - Gregory S. Anderson

         (b)      Address of Principal Business Office or, if none, Residence
                           Anderson Wells Company
                           One Arizona Center, Suite 750
                           Phoenix, Arizona  85004

         (c)      Citizenship  or  Place of  Organization  -  United  States  of
                  America

         (d)      Title of Class of Securities - Common Stock

         (e)      CUSIP Number - 367596 10 3

Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check
whether the person filing is a:
         NOT APPLICABLE


         (a)      [ ]      Broker or Dealer  registered  under Section 15 of 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

         (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
                           ss.240.13d-1(b)(1)(ii)(F)

         (g)      [ ]      Parent   Holding   Company,    in   accordance   with
                           ss.240.13d-1(b)(ii)(G)

         (h)      [ ]      Group, in accordance with ss.240.13d-1(b)(1)(ii)(H)
<PAGE>
- ---------------------                                          -----------------
CUSIP No. 367596 10 3                                          Page 4 of 6 Pages
- ---------------------                                          -----------------


Item 4.  Ownership

         If the  percent  of the  class  owned,  as of  December  31 of the year
covered by the statement,  or as of the last day of any month  described in Rule
13d-1(b)(2),  if  applicable,   exceeds  five  percent,  provide  the  following
information  as of that date and identify those shares which there is a right to
acquire.

         (a)      Amount Beneficially Owned - 823,437

         (b)      Percent of Class - 25.6%

         (c)      Number of shares as to which such person has:

                  (i)      sole power to vote or to direct the vote - 66,884
                  (ii)     shared power to vote or to direct the vote - 756,553
                  (iii)    sole power to dispose or to direct the disposition of
                           - 66,884
                  (iv)     shared power to dispose or to direct the  disposition
                           of - 756,553

                           The  amount of  shares  of Common  Stock set forth in
                  Items 4(c)(i) and 4(c)(iii)  above  includes (i) 32,445 shares
                  issuable upon the exercise of warrants,  and (ii) 4,600 shares
                  issuable upon the exercise of stock options.

                           The  amount of  shares  of Common  Stock set forth in
                  Items 4(c)(ii) and 4(c)(iv) above includes 287,654 shares held
                  by Sundance Venture Partners,  L.P. ("SVP") and 223,427 shares
                  issuable  upon  the  exercise  of  warrants  held by SVP.  The
                  reporting  person  is  President  of  Anderson  Wells  Company
                  ("A&W"),  which manages SVP and which is a 1% General  Partner
                  and Manager of SVP.  The  reporting  person also is a director
                  and officer of A&W's wholly owned subsidiary, Sundance Capital
                  Corporation ("SCC"), which is a 99% Limited Partner of SVP.

                           The  amount of  shares  of Common  Stock set forth in
                  Items 4(c)(ii) and 4(c)(iv) above also includes 245,472 shares
                  held by SCC. The reporting person is a director and officer of
                  SCC  and  is  President  of  A&W,   which  owns  100%  of  the
                  outstanding share capital of SCC.

                           The reporting person disclaims  beneficial  ownership
                  of all shares  held by SVP and SCC,  except to the extent that
                  his  individual  interest  in  such  shares  arises  from  his
                  interest in each such entity.

Item 5.  Ownership of Five Percent or Less of a Class

         If this statement is being filed to report the fact that as of the date
hereof the reporting  person has ceased to be the beneficial  owner of more than
five percent of the class of securities, check the following [ ].
<PAGE>
- ---------------------                                          -----------------
CUSIP No. 367596 10 3                                          Page 5 of 6 Pages
- ---------------------                                          -----------------


Item 6.  Ownership of More than Five Percent on Behalf of Another Person

         Certain shares  beneficially  owned by the reporting person are held in
the name of SVP and SCC. As a result,  such  entities  have the right to receive
dividends  from  their  respective  shares or  proceeds  from the sales of their
respective  shares. SVP and SCC each beneficially own more than 5% of the Common
Stock of the  Issuer.  In  addition,  A&W (i)  manages  SVP and is a 1%  General
Partner of SVP, and (ii) beneficially owns 100% of the outstanding share capital
of SCC. As a result,  A&W beneficially  owns more than 5% of the Common Stock of
the Issuer. See response to Item 4.

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
<PAGE>
- ---------------------                                          -----------------
CUSIP No. 367596 10 3                                          Page 6 of 6 Pages
- ---------------------                                          -----------------

                                    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 16, 1998
                       ----------------------------------
                                      Date

                            /s/ Gregory S. Anderson
                       ----------------------------------
                                    Signature

                               Gregory S. Anderson
                     ---------------------------------------
                                   Name/Title


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