UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
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
Jeffrey P. Buzen
###-##-####
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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
1,309,514 (12/31/97)
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6. SHARED VOTING POWER
N.A.
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7. SOLE DISPOSITIVE POWER
1,309,514 (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
1,309,514 (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
20.7% (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
Jeffrey P. Buzen
(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: Jeffrey P. Buzen may be deemed
beneficial owner of 1,309,514 shares of Issuer.
(b) Percent of Class: 20.7%
(c) Jeffrey P. Buzen is deemed to have sole voting and dispositive
power with respect to 1,209,514 shares registered in his name, and
100,000 shares which Dr. Buzen has the right to acquire within 60 days
of December 31, 1997 through the exercise of options.
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/ Jeffrey P. Buzen
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Signature
Jeffrey P. Buzen
Director, Chief Scientist, Senior Vice President,
Clerk and Treasurer
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