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CUSIP NO. 90385D107 13G Page 1 of 8 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
SCHEDULE 13G
(Rule 13d-102)
Information Statement
Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
Ultimate Software Group, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
90385D107
(CUSIP Number)
February 12, 1999
(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-(c)
x Rule 13d-1(d)
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1. NAMES OF REPORTING PERSONS J.P. Morgan & Co. Incorporated
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
13-2625764
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5. SOLE VOTING POWER 0 SHARES
6. SHARED VOTING POWER 899,032 SHARES
7. SOLE DISPOSITIVE POWER 0 SHARES
8. SHARED DISPOSITIVE POWER 899,032 SHARES
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
899,032 SHARES
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.6%
12. TYPE OF REPORTING PERSON*
HC
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1. NAMES OF REPORTING PERSONS J.P. Morgan Capital
Corporation
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
13-3610583
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5. SOLE VOTING POWER 0 SHARES
6. SHARED VOTING POWER 899,032 SHARES
7. SOLE DISPOSITIVE POWER 0 SHARES
8. SHARED DISPOSITIVE POWER 899,032 SHARES
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
899,032 SHARES
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.6%
12. TYPE OF REPORTING PERSON*
CO
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1. NAMES OF REPORTING PERSONS J.P. Morgan Investment
Corporation
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
51-0304608
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5. SOLE VOTING POWER 0 SHARES
6. SHARED VOTING POWER 899,032 SHARES
7. SOLE DISPOSITIVE POWER 0 SHARES
8. SHARED DISPOSITIVE POWER 899,032 SHARES
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
899,032 SHARES
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.6%
12. TYPE OF REPORTING PERSON*
CO
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Item 1 (a). Name of Issuer:
Ultimate Software Group, Inc.
Item 1 (b). Address of Issuer's Principal Executive Offices:
3111 Stirling Road, Suite 308
Fort Lauderdale, FL 33312
Item 2 (a). Name of Person Filing:
J.P. Morgan & Co. Incorporated, J.P. Morgan Capital
Corporation, J.P. Morgan Investment Corporation
Item 2 (b). Address of Principal Business Office or, if None,
Residence:
60 Wall Street
New York, NY 10260-0060
Item 2(c). Citizenship:
Delaware
Item 2(d) Title of Class of Securities:
Common Stock
Item 2 (e). CUSIP Number:
90385D107
Item 3. If this statement is filed pursuant to Rules 13d-
1(b), or 13d-2(b), check whether the person filing is
a:
(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) x Parent Holding Company, in accordance with Rule 13d-1
(b) (ii) (G);
(h) Group, in accordance with Rule 13d-1 (b) (1) (ii) (H).
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Item 4. Ownership.
If the percent of the class owned, as of December 31 of the
year covered by the statement, or as of the last day of any month
described in Rule 13d-1 (b) (2), if applicable, exceeds five
percent, provide the following information as of that date and
identify those shares which there is a right to acquire.
(a) Amount beneficially owned:
899,032 Shares
(b) Percent of class:
5.6%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote 0 Shares,
(ii) Share power to vote or to direct the vote
899,032 Shares.
(iii) Sole power to dispose or to direct the disposition of
0 Shares,
(iv) Shared power to dispose or to direct the disposition of
899,032 Shares,
Instruction. For computations regarding securities which
represent a right to acquire an underlying security, see Rule
13d-3 (d) (1).
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
[ ].
Instruction. Dissolution of a group requires response to this
item.
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.
See Exhibit 1
Item 8. Identification and Classification of Members of the
Group.
Not Applicable
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Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
Not Applicable
AFTER REASONABLE INQUIRY AND TO THE BEST OF EACH OF THE UNDERSIGNED'S
KNOWLEDGE AND BELIEF, EACH OF THE UNDERSIGNED CERTIFY THAT THE INFORMA-
TION SET FORTH IN THIS STATEMENT IS TRUE, COMPLETE AND CORRECT.
J.P. MORGAN & CO. INCORPORATED
By: /s/ Travis F. Epes
Title: Managing Director and
Assistant General Counsel
J.P. MORGAN INVESTMENT CORPORATION
By: /s/ J. Edmund Colloton
Title: Vice-President
J.P. MORGAN CAPITAL CORPORATION
By: /s/ J. Edmund Colloton
Title: Vice-President
EXHIBIT 1
The shares of Ultimate Software Group, Inc. reported herein
are directly held by J.P. Morgan Investment Corporation, a
directly held subsidiary of J.P. Morgan Capital Corporation,
which is a directly held subsidiary of J.P. Morgan & Co.
Incorporated.
The undersigned hereby consent and agree to the joint filing
on behalf of each of them of this Amendment No. 1 to Schedule
13G.
Date: February 12, 1999
J.P. MORGAN & CO. INCORPORATED
By: /s/ Travis F. Epes
Title: Managing Director and
Assistant General Counsel
J.P. MORGAN INVESTMENT CORPORATION
By: /s/ J. Edmund Colloton
Title: Vice-President
J.P. MORGAN CAPITAL CORPORATION
By: /s/ J. Edmund Colloton
Title: Vice-President
