UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
BGS SYSTEMS, INC.
(Name of Issuer)
COMMON STOCK $.10 PAR VALUE
(Title of Class of Securities)
55-44-2107
(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).
CUSIP No. 55-44-2107
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harold S. Schwenk, Jr.
###-##-####
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
5. SOLE VOTING POWER
1,035,077 (12/31/97)
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6. SHARED VOTING POWER
N.A.
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7. SOLE DISPOSITIVE POWER
1,035,077 (12/31/97)
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8. SHARED DISPOSITIVE POWER
N.A.
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,229,150 (12/31/97)
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* / /
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
19.5% (12/31/97)
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12. TYPE OF REPORTING PERSON
IN
Item 1.
(a) Name of Issuer
BGS Systems, Inc.
(b) Address of Issuer's Principal Executive Offices:
One First Avenue
Waltham, MA 02254-9111
Item 2.
(a) Name of Person Filing
Harold S. Schwenk, Jr.
(b) Address of Principal Business Office
c/o BGS Systems, Inc.
One First Avenue
Waltham, MA 02254-9111
(c) Citizenship
United States of America
(d) Title of Class of Securities
Common Stock $.10 Par Value
(e) CUSIP Number
55-44-2107
Item 3. Type of Reporting Person: See Item 12 of Cover Page
Item 4. Ownership
(a) Amount Beneficially Owned: Harold S. Schwenk, Jr. may
be deemed beneficial owner of 1,229,150 shares of Issuer.
(b) Percent of Class: 19.5%
(c) Dr. Schwenk may be deemed to own beneficially within the
meaning of Rule 13d-3, 1,229,150 shares of Issuer as follows:
1) 916,317 shares registered in his name of which Dr.
Schwenk has sole voting and dispositive power.
2) 100,000 shares which Dr. Schwenk has the right to acquire
within 60 days of December 31, 1997 through the exercise of
options of which Dr. Schwenk has sole voting and dispositive
power.
3) 182,503 shares registered in the name of The Schwenk Family Remainder
Trust - 1995 with respect to which shares Dr. Schwenk s wife and an
unrelated trustee serve as trustees and have shared power to vote and
control the disposition. (Dr. Schwenk disclaims beneficial ownership of
these shares).
4) 6,470 shares held by Dr. Schwenk's wife. (Dr. Schwenk
disclaims beneficial ownership of these shares and has no voting
or dispositive power with respect thereto).
5) 18,360 shares held by Dr. Schwenk as custodian for his
daughters. Dr. Schwenk has voting and investment power as to
these shares. (Dr. Schwenk disclaims beneficial ownership of
these shares).
6) 400 shares held by Dr. Schwenk as custodian for one of his
sons. Dr. Schwenk has voting and investment power as to these
shares. (Dr. Schwenk disclaims beneficial ownership of these
shares).
7) 5,100 shares held by Dr. Schwenk's wife as custodian for
their son. (Dr. Schwenk disclaims beneficial ownership of these
shares and has no voting or dispositive power with respect
thereto).
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.
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 acquired in the
ordinary course of business and 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 my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: January 14, 1998
/S/Harold S. Schwenk, Jr.
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Signature
Harold S. Schwenk, Jr.
Director, Chief Executive Officer
and President
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Name/Title
