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: OMB NUMBER: ... 3235-0104 :
: Expires: September 30, 1998 :
: Estimated average burden :
: hours per response.......0.5 :
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: FORM 3 : U.S. SECURITIES AND EXCHANGE COMMISSION
:-----------: WASHINGTON, DC 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange
Act of 1934, Section 17(a) of the Public Utility Holding
Company Act of 1935 or Section 30(f) of the
Investment Company Act of 1940
THIS DOCUMENT IS A COPY OF THE FORM 3 FILED ON MAY 12, 1998 PURSUANT TO A RULE
201 TEMPORARY HARDSHIP EXEMPTION.
1. Name and Address of Reporting Person:*
Lewis, Mark C.
370 Amapola Avenue, Suite 212
Torrance, California 90501
2. Date of Event Requiring Statement (Month/Day/Year)
05/1/98
3. IRS or Social Security Number of Reporting Person (Voluntary)
<PAGE>
4. Issuer Name and Ticker or Trading Symbol
TEKGRAF, INC. (TKGFA, TKGFW)
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
[ ] Director [ X ] 10% Owner
[ ] Officer (give title below) [ ] Other (specify below)
6. If Amendment, Date of Original (Month/Day/year)
N/A
7. Individual or Joint/Group Filing (Check applicable line)
[ X ] Form filed by one Reporting Person
[ ] Form filed by more than one Reporting Person
<TABLE>
TABLE I - NON-DERIVATIVE SECURITIES BENEFICIALLY OWNED
<CAPTION>
1. Title of Security 2. Amount of Securities 3. Ownership Form: 4. Nature of Indirect Beneficial
(Instr. 4) Beneficially Owned Direct (D) or Ownership
(Instr. 4) Indirect (I) (Instr. 5)
(Instr. 5)
_____________________ ________________________ ___________________ _________________________________
<S> <C> <C> <C>
Class A Common Stock 180,000 D
Class A Common Stock 120,000(1) I As Representative.(1)
Explanation of Responses:
(1) Includes: (i) 60,000 shares that are being held in escrow pursuant to, and
that will be released in accordance with, the terms of an Escrow Agreement
by and among the Issuer, Tekgraf Sub II, Inc. ("Sub"), Martec, Inc.
("Martec"), Mark Lewis (the "Company Shareholder"), Mark Lewis (the
"Shareholder Representative") and First Union National Bank (the "Escrow
Agreement"); and, (ii) 60,000 shares that are being held in escrow
pursuant to, and that will be released in accordance with, a Pledge,
Security and Escrow Agreement by and among the Issuer, Sub, Martec,
the Company Shareholders, Mark Lewis (the "Indemnification Representative")
and First Union National Bank (the "Pledge Agreement," together with the
Escrow Agreement, the "Escrow Agreements"). As the Shareholder
Representative and the Indemnification Representative (in both capacities,
the "Representative"), Mr. Lewis has voting control of the shares being
held pursuant to the Escrow Agreements.
</TABLE>
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
* If the form is filed by more than one person, see Instruction 5(b)(v).
<TABLE>
TABLE II - DERIVATIVE SECURITIES BENEFICIALLY OWNED
(e.g., PUTS, CALLS, WARRANTS, OPTIONS, CONVERTIBLE SECURITIES)
<CAPTION>
1.Title of 2.Date Exer- 3.Title and 4.Conver- 5.Ownership 6.Nature
Deriva- cisable and Amount of sion or Form of of
tive Expiration Securities Exercise Deriva- Indirect
Security Date Underlying Price of tive Bene-
(Instr.4) (Month/ Derivative Deriva- Security: ficial
Day/Year) Security tive Direct Owner-
--------------- (Instr. 4) Security (D) or ship
Date Expi- ------------- Indirect (Instr.5)
Exer- ration Title Amount (I)
cisable Date or No. (Instr. 5)
of
Shares
___________ ______ ______ _____ ______ _________ ___________ __________
<S> <C> <C> <C> <C> <C> <C> <C>
N/A
Explanation of Responses:
</TABLE>
/s/ Mark C. Lewis 5/7/98
_______________________________ _____________
**Signature of Reporting Person Date
**Intentional misstatements or omissions of facts constitute
Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note. File three copies of this form, one of which must be manually
signed. If space provided is insufficient, see Instructions 6 for procedure.
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB Number.
