UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Amendment No. _______)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ROGUE WAVE SOFTWARE, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
775369 10 1
(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).
CUSIP No. 775369 10 1
(1) Names of Reporting Persons I.R.S. Identification Nos.
of Above Persons (entities only)
Aris Antanas Buinevicius
(2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) / /
(b) / /
(3) SEC Use Only
___________________________________________________________
(4) Citizenship or Place of Organization
United States
Number of Shares (5) Sole Voting Power 490,615
Beneficially Owned (6) Shared Voting Power -0-
by Each Reporting (7) Sole Dispositive Power 490,615
Person With (8) Shared Dispositive Power -0-
(9) Aggregate Amount Beneficially Owned by Each Reporting
Person
490,615
(10) Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)
/___/
(11) Percent of Class Represented by Amount in Row (9)
4.69%
(12) Type of Reporting Person (See Instructions)
IN
ITEM 1(a)
Name of Issuer: Rogue Wave Software, Inc. ("Issuer")
ITEM 1(b)
Address of Issuer's Principal Executive Offices:
5500 Flatiron Parkway, Boulder, CO 80301
ITEM 2(a)
Name of Person(s) Filing: Aris Antanas Buinevicius
ITEM 2(b)
Address of Principal Business Office or, if none, Residence:
404 Westwood Drive, Chapel Hill, NC 27516
ITEM 2(c)
Citizenship: United States
ITEM 2(d)
Title of Class of Securities: Common Stock
ITEM 2(e)
CUSIP Number: 775369 10 1
ITEM 3
Not Applicable
ITEM 4
Ownership
(a) Amount Beneficially Owned: 490,615
(b) Percent of Class: 4.69%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 490,615
(ii) shared power to vote or to direct the vote: -0-
(iii) sole power to dispose or to direct the disposition of: 490,615
(iv) shared power to dispose or to direct the disposition of: -0-
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 / X /
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.
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, 1999
Date
/s/ Aris Antanas Buinevicius
Signature
Aris Antanas Buinevicius
Name/Title
