SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13G
(RULE 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) AND (c) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No. 1)1/
PACIFIC GATEWAY EXCHANGE, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
69432710
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(CUSIP Number)
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1/ 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 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. 69432710 13G Page 2 of 5 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Howard A. NeckowitzSS# ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 5 SOLE VOTING POWER 3,803,033
SHARES -----------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER -0-
OWNED BY EACH -----------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER 1,663,236
PERSON WITH -----------------------------------------------------------
8 SHARED DISPOSITIVE POWER 238,826
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,803,033
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [x]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 20.0%
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12 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 3 of 5 Pages
Item 1(a). Name of Issuer: PACIFIC GATEWAY EXCHANGE, INC.
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Item 1(b). Address of Issuer's Principal Executive Offices: 533 Airport
Blvd., Suite 505, Burlingame, California 94010
Item 2(a). Name of Person Filing: Howard A. Neckowitz.
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Item 2(b). Address of Principal Business Office or, if None, Residence:
533 Airport Blvd., Suite 505, Burlingame, California 94010
Item 2(c). Citizenship: United States of America.
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Item 2(d). Title of Class of Securities: Common Stock
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Item 2(e). CUSIP Number: 69432710
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Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a: Not applicable,
filed pursuant to Rule 13d-1(c)
(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
13d-1(b)(1)(ii)(F),
(g) [ ] Parent Holding Company, in accordance with Rule
13d-1(b)(ii)(G); see Item 7,
(h) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
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Page 4 of 5 Pages
Item 4. Ownership: As of December 31, 1997, Howard A. Neckowitz beneficially
owned an aggregate of 3,803,033 shares of Common Stock of the Company
which represented approximately 20.0% of the outstanding shares. The
shares beneficially owned by Mr. Neckowitz include (1) 88,236 shares
issuable upon the exercise of stock options that are either currently
exercisable or will be exercisable within 60 days and (2) 75,000
shares of restricted stock. The shares beneficially owned by
Mr. Neckowitz also include (1) 119,640 shares held by his wife, (2)
96,045 shares held by the Howard A. & Cheryl Neckowitz Family Trust,
a trust of which he is co-trustee,(3) 23,141 shares held by the
Genisis Foundation, a charitable trust of which he is a co-trustee
and (4) 196,191 shares held in an exchange fund. The shares held by
Mr. Neckowitz's wife, the Howard A. & Cheryl Neckowitz Family Trust,
the Genisis Foundation and the exchange fund are subject to an
irrevocable proxy granting Mr. Neckowitz the right to vote such
shares. Mr. Neckowitz disclaims beneficial ownership of such shares
owned by his wife, the Howard A. & Cheryl Neckowitz Family Trust, the
Genisis Foundation and the exchange fund. The shares beneficially
owned by Mr. Neckowitz further include 1,609,780 shares held by
Ronald L. Jensen and 100,000 shares held by the Ronald L. Jensen
Foundation Trust for which Mr. Neckowitz has been given an
irrevocable proxy to vote such shares until July 31, 2003 or until
either party terminates the proxy after July 31, 1999 pursuant to the
terms of the proxy or if earlier, the date upon which Mr. Neckowitz
becomes unable to perform his duties as an officer of the Company due
to his voluntary resignation, termination for cause, long-term
disability, physical incapacity or death. As such a proxy holder,
Mr. Neckowitz may be deemed to be the beneficial owner of such
shares, but Mr. Neckowitz disclaims beneficial ownership of all such
shares.
Item 5. Ownership of Five Percent or Less of a Class: Not Applicable.
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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.
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Item 10. Certification: Not Applicable.
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Page 5 of 5 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true,
complete and correct.
Date: 2/13/98 /s/ Howard A. Neckowitz
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Howard A. Neckowitz
