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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)*
MICROWARE SYSTEMS CORPORATION
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
595150 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 ("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 1 of 4 pages
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SCHEDULE 13G
CUSIP NO. 595150 10 3 PAGE 2 OF 4 PAGES
------------- --- ---
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kenneth B. Kaplan
_____________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / X/
_____________________________________________________________________________
3 SEC USE ONLY
_____________________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
_____________________________________________________________________________
5 SOLE VOTING POWER
4,698,107*
_____________________________________________________
6 SHARED VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY _____________________________________________________
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING 4,779,538*
PERSON
WITH _____________________________________________________
8 SHARED DISPOSITIVE POWER
0
_____________________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
4,779,538*
_____________________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
_____________________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
32.93
_____________________________________________________________________________
12 TYPE OF REPORTING PERSON*
IN
_____________________________________________________________________________
* Includes 7,600 shares held as custodian for reporting person's
step-daughter and son.
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ITEM 1 (a) Name of Issuer: Microware Systems Corporation
ITEM 1 (b) Address of Issuer's Principal Executive Offices:
1500 NW 118th Street, Des Moines, Iowa 50325
ITEM 2 (a) Name of Person Filing: Kenneth B. Kaplan
ITEM 2 (b) Address of Principal Business Office, or, if none, Residence:
1500 NW 118th Street
Des Moines, Iowa 50325
ITEM 2 (c) Citizenship: U.S.
ITEM 2 (d) Title of Class of Securities:
Common Stock, no par value
ITEM 2 (e) CUSIP Number: 595150 10 3
ITEM 3 Not applicable. (This Schedule is filed pursuant to
Rule 13d-1(c).)
ITEM 4 Ownership:
The following information is provided as of December 31, 1997:
(a) Amount Beneficially Owned: 4,779,538* shares. Includes
81,431 shares held by the Microware Profit Sharing Plan
(the "Plan") on behalf of the undersigned and over which
the undersigned has the sole power to direct disposition.
(b) Percent of Class: 32.93%
(c) Undersigned has sole power to vote and dispose of
4,698,107* shares and the sole power to dispose of his
81,431 shares in the Plan.
* Includes 7,600 shares held as custodian for reporting person's step-daughter
and son.
Page 3 of 4 pages
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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 [ ].
ITEM 6 Ownership of More than Five Percent on Behalf of Another Person:
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.
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 10, 1998
---------------------------------
Date
/s/ Kenneth B. Kaplan
---------------------------------
Signature
Kenneth B. Kaplan
---------------------------------
Name/Title
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
Page 4 of 4 pages