SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
SCHEDULE 13G
________________
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
THIS DOCUMENT IS A COPY OF THE SCHEDULE 13-G FILED ON FEBRUARY 18, 1997
PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION.
(AMENDMENT NO. )*
Quarterdeck Corporation
(NAME OF ISSUER)
Common Stock, par value $0.001
(TITLE OF CLASS OF SECURITIES)
747712 10 7
(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).
PAGE 1 OF 6 PAGES
<PAGE>
13G
CUSIP No. 747712 10 7
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Fletcher Asset Management, Inc.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
0
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
3,995,900
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
3,995,900
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
3,995,900
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
9.6%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
CO
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 2 OF 6 PAGES
<PAGE>
13G
CUSIP No. 747712 10 7
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Alphonse Fletcher, Jr.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
0
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
3,995,900
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
3,995,900
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
3,995,900
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
9.6%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 3 OF 6 PAGES
<PAGE>
ITEM 1(a). NAME OF ISSUER: Quarterdeck Corporation
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
13160 Mindanao Way, Marina Del Ray, California, 90292
ITEM 2(a). NAME OF PERSON FILING:
Fletcher Asset Management, Inc. and Alphonse Fletcher, Jr.
ITEM 2(b). ADDRESS OF PRINCIPAL OFFICE OR, IF NONE, RESIDENCE:
767 Fifth Avenue, 48th Floor, New York, New York 10153
ITEM 2(c). CITIZENSHIP:
Fletcher Asset Management, Inc. is a corporation
organized under the laws of the State of Delaware.
Alphonse Fletcher, Jr. is a citizen of the United
States.
ITEM 2(d). TITLE OF CLASS OF SECURITIES: Common Stock, par value $0.001
ITEM 2(e). CUSIP NUMBER: 747712 10 7
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) [x] 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 Rule 13d-
1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with Rule 13d-
1(b)(ii)(G); see item 7
(h) ( ) Group, in accordance with Rule 13d-1(b)(1)(ii)(H)
PAGE 4 OF 6 PAGES
<PAGE>
ITEM 4. OWNERSHIP.
(a) Amount beneficially owned: 3,995,900
(b) Percent of class:
9.6% (based on the 41,643,282 shares of Common Stock (the "Common
Stock") of Quarterdeck Corporation (the "Company"), including those reported
to be outstanding as of November 30, 1996, as reflected in the Company's
annual report on Form 10-K filed with the Securities and Exchange Commission
by the Company for the fiscal year ended September 30, 1996 and the shares of
Common Stock underlying convertible securities held by the Discretionary
Account (as defined below) that are convertible within 60 days of December 31,
1996.)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
0
(ii) shared power to vote or to direct the vote
3,995,900
(iii) sole power to dispose or to direct the disposition of
0
(iv) shared power to dispose or to direct the disposition
of 3,995,900
The amount of Common Stock reported to be beneficially owned
includes 3,977,400 shares of Common Stock issuable upon conversion of 200,000
shares of Preferred Stock of the Company. The Preferred Stock is convertible
to Common Stock within 60 days of December 31, 1996. The number of shares of
Common Stock issuable upon conversion of the Preferred Stock is in part
dependent on the average daily trading price of the Common Stock over a
specified period. Accordingly, the number of shares so issuable will vary
from time to time. The holdings reported reflect the amount of Common Stock
that would have been held had the Preferred Stock been converted on December
31, 1996.
By virtue of Mr. Fletcher's position as President of Fletcher
AssetManagement, Inc., a Delaware corporation ("FAM"), Mr. Fletcher may be
deemed tohave the shared power to vote or direct the vote of, and the shared
power todispose or direct the disposition of, the 3,995,900 shares of Common
Stock of theCompany held by Fletcher International, Ltd., a discretionary
account managed byFAM (the "Discretionary Account"), and, therefore, Mr.
Fletcher may be deemed tobe the beneficial owner of such 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.
This Schedule 13G is filed by FAM, which is an investmentadviser
registered under Section 203 of the Investment Advisers Act of 1940,as
amended, with respect to the 3,995,900 shares of Common Stock held at December
31, 1996 by the Discretionary Account managed by FAM. By reason of the
provisionsof Rule 13d-3 under the Act, FAM and Mr. Fletcher may each be deemed
to ownbeneficially the shares of Common Stock owned by the Discretionary
Account. TheDiscretionary Account has the right to receive or the power to
direct the receiptof dividends from, or the proceeds from the sale of, such
Common Stock purchasedfor its account.
Pursuant to a swap transaction between the Discretionary Account and
Lehman Brothers, Lehman Brothers has the right to receive the dividends from
a portion of the Common Stock held by the Discretionary Account.
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.
PAGE 5 OF 6 PAGES
<PAGE>
ITEM 10. CERTIFICATION. (if filing pursuant to Rule 13d-1(b))
By signing below Fletcher Asset Management, Inc. and Alphonse
Fletcher, Jr. certify that, to the best of their knowledge and belief, the
securities referred to above were acquired in the ordinary course of business,
were not acquired for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were not acquired
in connection with or as a participant in any transaction having such purposes
or effect.
SIGNATURE
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
February 14, 1997
/s/ ALPHONSE FLETCHER, JR.
Alphonse Fletcher, Jr., as President of
Fletcher Asset Management, Inc.
/s/ ALPHONSE FLETCHER, JR.
Alphonse Fletcher, Jr.
PAGE 6 OF 6 PAGES
