SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13D-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13D-1(B), (C), AND (D) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13D-2(B)
(AMENDMENT NO. __)1
Exchange Applications, Inc.
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
300867108
(CUSIP Number)
December 31, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[x] Rule 13d-1(d)
_________________
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 ("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. 300867108 13G Page 2 of 6 Pages
____________________________________________________________________________
1 NAMES OF REPORTING PERSONS (ENTITIES ONLY)
Andrew J. Frawley
____________________________________________________________________________
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
The United States of America
____________________________________________________________________________
5 SOLE VOTING POWER
NUMBER OF 1,007,337 (See Item 4.)
SHARES ________________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH None
REPORTING ________________________________________________
PERSON 7 SOLE DISPOSITIVE POWER
WITH 1,007,337 (See Item 4.)
________________________________________________
8 SHARED DISPOSITIVE POWER
None
____________________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,007,337 (See Item 4.)
____________________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
____________________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.4%
____________________________________________________________________________
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
____________________________________________________________________________
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CUSIP No. 300867108 13G Page 3 of 6 Pages
ITEM 1(A). NAME OF ISSUER:
Exchange Applications, Inc.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
89 South Street
Boston, Massachusetts 02111
ITEM 2(A). NAME OF PERSON FILING:
Andrew J. Frawley
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
89 South Street
Boston, Massachusetts 02111
ITEM 2(C). CITIZENSHIP:
The United States of America
ITEM 2(D). TITLE OF CLASS OF SECURITIES:
Common Stock, par value $.001 per share
ITEM 2(E). CUSIP NUMBER:
300867108
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CUSIP No. 300867108 13G Page 4 of 6 Pages
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR 13D-2(B) OR
(C), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the Exchange Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act;
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Exchange Act;
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act;
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Rule 13d-1(b) (1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of an investment
company under Section (c)(14) of the Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this
box. [ ]
ITEM 4. OWNERSHIP:
(a) Amount beneficially owned: 1,007,337
(b) Percent of class: 10.4%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 1,007,337
(ii) Shared power to vote or direct the vote: None
(iii) Sole power to dispose or direct the disposition of: 1,007,337
(iv) Shared power to dispose or direct the disposition of: None
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CUSIP No. 300867108 13G Page 5 of 6 Pages
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not applicable.
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.
<PAGE>
CUSIP No. 300867108 13G 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, 1999
(Date)
/s/ Andrew J. Frawley
------------------------
Andrew J. Frawley
