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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. )*
CE SOFTWARE, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
125178.10.3
(CUSIP Number)
Check the following box if a fee is being paid with this statement __. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*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
SEC 1745 (10-88)
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CUSIP No.125178.10.3 13G Page 2 of 4 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Donald M. Brown
SS# ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
N/A (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 5 SOLE VOTING POWER
SHARES 102,270
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH -0-
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH 102,270
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
102,270
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.0%
12 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No.125178.10.3 13G Page 3 of 4 Pages
Item 1 Issuer:
(a) CE Software, Inc.
(b) 1801 Industrial Circle
West Des Moines, Iowa 50265
Item 2 Person Filing:
(a) Donald M. Brown
(b) 2917 Meadow Lane
West Des Moines, IA 50265
(c) U.S.A. Citizenship
(d) Common Stock
(e) CUSIP No. 125178 10 3
Item 3 Statement Filed Pursuant to Rule 13d-1(b) or 13d-2(b):
Not Applicable.
Item 4 Ownership:
(a) Amount beneficially owned: 102,270
(b) Percent of class: 9.0%
(c) Number of shares as to which the person has:
i. Sole power to vote or to direct the vote: 102,270
ii. Shared power to vote or to direct the vote: 0
iii. Sole power to dispose or to direct the
disposition of: 102,270
iv. Shares power to dispose or to direct the
disposition of: 0
As of the effective time of the spin-off of the shares of the Issuer
by CE Software Holdings, Inc., at the close of business on April 28,
2000, the Reporting Person beneficially owns 102,270 shares of Common
Stock of the Issuer, representing 9.0% of the issued and outstanding
shares of Common Stock. The Reporting person has the sole power to
vote or direct the vote, and has the sole power to dispose or to
direct the disposition of, all of such shares of Common Stock.
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.
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CUSIP No.125178.10.3 13G Page 4 of 4 Pages
Item 8 Identification and Classification of Members of the Group:
Not Applicable
Item 9 Notice of Dissolution of Group:
Not Applicable.
Item 10 Certification:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in
any transaction having that purpose or effect.
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.
May 8, 2000
/s/ Donald M. Brown
___________________________
Donald M. Brown, Individual
