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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
UNDER THE SECURITIES AND EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )
MYSOFTWARE CO.
(NAME OF ISSUER)
COMMON STOCK
(TITLE OF CLASS OF SECURITIES)
628633109
(CUSIP NUMBER)
(1) Name of Reporting Persons PaineWebber Group Inc.
S.S. or I.R.S. Identification 13-2760086
Nos. of Above Persons
(2) Check the Appropriate Box if a Member of (a)
Group (b) X
(See Instructions)
(3) SEC Use Only
<TABLE>
<S> <C> <C> <C>
(4) Citizenship of Place of Organization State of Delaware
Number of Shares Beneficially Owned by (5) Sole Voting Power 0
Reporting Person With (6) Shared Voting Power 0
(7) Sole Dispositive 0
(8) Shared Dispositive Power 0
</TABLE>
(9) Aggregate Amount Beneficially Owned by 0
Each Reporting Person
(10) Check if the Aggregate Amount in Row 9
Excludes Certain Shares (See
Instructions)
(11) Percent of Class Represented by Amount 0
in Row 9
(12) Type of Reporting Person (See CO, HC
Instructions)
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Item 1 (a) Name of Issuer MYSOFTWARE CO.
Item 1 (b) Address of Issuer's Principal Executive Offices
2197 E. Bayshore Road
Palo Alto, CA 94303
Item 2 (a) Name of Person Filing
PaineWebber Group Inc.
Item 2 (b) Address of Principal Business office:
1285 Avenue of the Americas
New York, N.Y. 10019-6028
Item 2 (c) Citizenship:
State of Delaware
Item 2 (d) Title of Class of Securities.
COMMON STOCK
Item 2 (e) CUSIP Number.
628633109
Item 3 The person filing this statement pursuant to Rule 13-1 (b) or
13-d-2 is:
(g) Parent Holding Company, in accordance with 240.13d-1(b) ii(g)
Item 4 Ownership
<TABLE>
<S> <C> <C>
(a) Amount Beneficially Owned 0
(b) Percent of Class 0
(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 0
(iii) sole power to dispose or to direct the disposition of 0
(iv) shared power to dispose or to direct the disposition of 0
</TABLE>
Item 5 Ownership of Five Percent or Less of a Class.
|X|
Item 6 Ownership of More than Five Percent on Behalf of Another Person
Inapplicable
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Item 7 Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company
MHAM 0
Mitchell Hutchins Institutional Investors Inc. ("MHII") and
Financial Counselors, Inc. ("FCI") are wholly-owned subsidiaries
of Mitchell Hutchins Asset Management Inc. ("MHAM"), which in turn
is a wholly-owned subsidiary of PaineWebber Incorporated ("PWI"),
which is in turn a wholly-owned subsidiary of PaineWebber Group
Inc. ("PWG"). PWG is a parent holding company as that term is
defined by Rule 13d-1(b) (1) (ii) (G) of the Securities Exchange
Act of 1934 (the "Act"). PWI and MHAM are broker-dealers
registered under Section 15 of the Act. PWI, MHAM, and FCI are
investment advisers registered under Section 203 of the Investment
Advisers Act of 1940.
Item 8 Identification and Classification of Members of the Group
Inapplicable
Item 9 Notice of Dissolution of the Group.
Inapplicable
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 transactions having
such purposes or effect.
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: February 12, 1998
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Signature: /s/ Regina Dolan
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Name and Title:
Vice President and Chief Financial
Officer
