June 29, 1995
BY EDGAR
Securities Exchange Commission
OFICS Filer Support
SEC Operations Center
6432 General Green Way
Alexandria, VA 22312-2413
Washington, DC 20549
Re: Lotus Development Corporation Profit Sharing
and 401(k) Plan Annual Report on Form 11-K
Dear Sir or Madam:
Accompanying this electronic transmission for filing on behalf
of Lotus Development Corporation, a Delaware corporation (the
"Company"), pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and Item 101 under Regulation S-T,
is the Company's Annual Report on Form 11-K for the Lotus
Development Corporation Profit Sharing and 401(k) Plan (formerly
the Lotus Development Corporation Capital Accumulation Plan)
(the "Plan").
In addition, please note that pursuant to Item 311 of Regulation
S-T, the Company has submitted today the financial statements
and related schedules for the Plan prepared in accordance with
the financial reporting requirements of ERISA in paper under
cover of Form S-E.
Kindly direct any comments or questions about these above
referenced materials to the undersigned by telephone (617)
693-1403 or by fax at (617) 693-4814.
Sincerely yours,
/s/Larry J. Braverman
- ---------------------
Larry J. Braverman
Senior Corporate Counsel
enclosures
cc: Thomas M. Lemberg, Esq., General Counsel
_________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
__
/X/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED].
For the fiscal year ended: December 31, 1994
__
/__/ TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED].
For the transition period from _____to______
Commission file number: 0-11626
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
Lotus Development Corporation Profit Sharing and 401k Plan
B. Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office:
Lotus Development Corporation
55 Cambridge Parkway
Cambridge, MA 02142
__________________________________________________________________________
REQUIRED INFORMATION
Financial statements and schedules prepared in accordance with
the financial reporting requirements of ERISA have been filed in
paper copy under cover of Form SE in accordance with Item 311 of
Regulation S-T.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee
benefit plan) have duly caused this annual report to be signed
on its behalf by the undersigned hereunto duly authorized.
Lotus Development Corporation Profit Sharing and 401k Plan
Date: June 28, 1995 By:/s/Russell Campanello
Russell Campanello, Trustee
__________________________________________________________________________
EXHIBIT INDEX
Exhibit No. Description
24 Consent of Coopers & Lybrand
__________________________________________________________________________
EXHIBIT 24
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement of Lotus Development Corporation
on Form S-8 and in the related prospectus to the Lotus
Development Corporation Profit Sharing and 401(k)
Plan (File No. 33-15857) of our report dated May 19, 1995, on our
audits of the financial statements of the Lotus Development
Corporation Profit Sharing and 401(k) Plan as of December 31, 1994
and 1993 and for the year ended December 31, 1994,
which report is included in this Annual Report on Form 11-K.
/S/COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
June 28, 1995
