<PAGE>1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
MAI SYSTEMS CORPORATION
______________________________________________________________________
(Name of Issuer)
COMMON STOCK
______________________________________________________________________
(Title of Class of Securities)
552620 20 5
_________________________________________________________
(CUSIP Number)
Check the following box if a fee is being paid with the statement / /. (A
fee is not required only if the reporting 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 disclosures provided in a prior cover page.
The information required on 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).
<PAGE>
<PAGE>2
SCHEDULE 13G
CUSIP No. 552620 20 5
___________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AIF II, L.P.
______________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
______________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
______________________________________________________________________
5 SOLE VOTING POWER
NUMBER OF 144,825 SHARES OF COMMON STOCK
SHARES __________________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH __________________________________________________
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 144,825 SHARES OF COMMON STOCK
______________________________________________________________________
8 SHARED DISPOSITIVE POWER
______________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
144,825 SHARES OF COMMON STOCK
______________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* / /
______________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.2%
______________________________________________________________________
12 TYPE OF REPORTING PERSON*
PN
______________________________________________________________________
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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SCHEDULE 13G
CUSIP No. 552620 20 5
___________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LION ADVISORS, L.P.**
______________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
______________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
______________________________________________________________________
5 SOLE VOTING POWER
NUMBER OF 337,926 SHARES OF COMMON STOCK
SHARES __________________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH __________________________________________________
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 337,926 SHARES OF COMMON STOCK
______________________________________________________________________
8 SHARED DISPOSITIVE POWER
______________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
337,926 SHARES OF COMMON STOCK
______________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* / /
______________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.1%
______________________________________________________________________
12 TYPE OF REPORTING PERSON*
PN
______________________________________________________________________
* SEE INSTRUCTIONS BEFORE FILLING OUT!
** Lion Advisors, L.P. ("Lion") holds its shares benefically for an
investment account under management over which Lion has exclusive
investment, voting and dispositive power.<PAGE>
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Item 1.
______
(a) Name of Issuer: MAI Systems Corporation
(b) Address of Issuer's Principal Executive Offices:
9501 Jeromimo Road
Irvine, California 92718
Item 2.
______
(a) Name of Person Filing: AIF II, L.P./Lion Advisors, L.P.
(b) Address of Principal Business Office or, if none, Residence:
AIF II, L.P.
c/o Apollo Advisors, L.P.
Two Manhattanville Road
Purchase, New York 10577
Lion Advisors, L.P.
1301 Avenue of the Americas
New York, New York 10019
(c) Citizenship: Delaware
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 552620 20 5
Item 3.
______
If this statement is filed pursuant to Rule 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) / / Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
(f) / / Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of
1974 or Endowment Fund; see Section 240.13d-1(b)(1)(ii)(F)
(g) / / Parent Holding Company, in accordance with Section 240.13d-
1(b)(ii)(G)
(h) / / Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)
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Item 4. Ownership
______
If the percent of the class owned, as of December 31 of the year
covered by the statement, or as of the last day of any month described in
Rule 13d-1(b)(2), if applicable, exceeds five percent, provide the
following information as of that date and identify those shares which there
is a right to acquire.
The information set forth in Items 5 through 11 on pages 2 and 3
of this Schedule is incorporated herein by reference.
Instruction: For computations regarding securities which represent a
right to acquire an underlying security see Rule 13d-
3(d)(1).
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 / /.
Instruction: Dissolution of a group requires a response to this
item.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
______
/ /
Item 7. Identification and Classification of the Subsidiary Which
______
Acquired the Security Being Reported on By the Parent Holding
Company
Item 8. Identification and Classification of Members of the Group
______
Item 9. Notice of Dissolution of Group
______
Item 10. Certification
_______
This statement is not filed pursuant to Rule 13d-1(b); therefore,
the certification is not applicable.
<PAGE>
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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 and may be filed jointly with Lion Advisors, L.P.
Dated: February 13, 1996
AIF II, L.P.
By: Apollo Advisors, L.P., its General
Partner
By: Apollo Capital Management, Inc., its
General Partner
By: /s/ Michael D. Weiner
__________________________________
Name: Michael D. Weiner
Title: Vice President, Apollo Capital
Management, Inc.
<PAGE>
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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 and may be filed jointly with AIF II, L.P.
Dated: February 13, 1996
LION ADVISORS, L.P.
By: Lion Capital Management, Inc.,
General Partner
By: /s/ Michael D. Weiner
__________________________________
Name: Michael D. Weiner
Title: Vice President, Lion Capital
Management, Inc.
