SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
SCHEDULE 13G
(Rule 13d-102)
(Date of Event Which Requires Filing of this Statement: December 31, 1997)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1(b), (c) AND (d) AND
AMENDMENTS THERETO FILED PURSUANT TO 13d-2
(Amendment No. 1)*
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).
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 or Endowment Fund; see Rule
13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company or control person, in
accordance with Rule 13d-1(b)(1)(ii)(G)
(h) [ ] Savings Association as defined in Section 3(b) of
the Federal Deposit Insurance Act
(i) [ ] Church Plan that is excluded from the definition of
an investment company under Section 3(c)(14) of the
Investment Company Act of 1940
(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.
Not Applicable
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 [X].
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. (if filing pursuant to Rule 13d-1(b))
Not applicable.
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 17 , 1998
/s/ ALPHONSE FLETCHER, JR.
Alphonse Fletcher, Jr., as President of
Fletcher Asset Management, Inc.
/s/ ALPHONSE FLETCHER, JR.
Alphonse Fletcher, Jr.
