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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Intersolv, Inc.
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(Name of Issuer)
Common
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(Title of Class of Securities)
46070J 10 6
---------------------------------------------
(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).
(Continued on following pages(s))
Page 1 of 5 Pages
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CUSIP No. 46070J 10 6 13G Page 2 of 5
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
U.S. Trust Company of New York 13-5459866
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2
N/A (a) / /
(b) / /
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SEC USE ONLY
3
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CITIZENSHIP OR PLACE OF ORGANIZATION
4
New York
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SOLE VOTING POWER
5
- 0 -
NUMBER OF -------------------------------------------------
SHARES SHARED VOTING POWER
BENEFICIALLY 6
OWNED BY See p. 4, Item 5.
EACH -------------------------------------------------
REPORTING SOLE DISPOSITIVE POWER
PERSON 7
WITH - 0 -
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SHARED DISPOSITIVE POWER
8
See 6
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
See 6
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
10
N/A
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
See 6
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TYPE OF REPORTING PERSON
12
HC/BK
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Issuer
Intersolv, Inc.
Item 1 (b) Address of Issuer's Principal Executive Office
9420 Key West Ave.
Rockville, MD 20850
Item 2 (a) Name of Person Filing:
U.S. Trust Company of New York
Item 2 (b) Address or Principal Place of Business
114 West 47th Street
New York, NY 10036
Item 2 (c) Citizenship:
NY
Item 2 (d) Title of Class of Securities:
Common
Item 2 (e) CUSIP Number:
46070J 10 6
Item 3 If this statement is filed pursuant to
Rules 13d-1(b), or 13d-2(b), check whether
the person filing is a:
(a) Not applicable
(b) (X) United States Trust Company of New
York, a bank as defined in Section
3(a)(6) of Act.
(c) Not applicable
(d) Not applicable
(e) Not applicable
(f) Not applicable
(g) (X) U.S. Trust Corporation is a parent
holding company, in accordance with
section 240.13d-1(b)(1)(ii)(G).
(h) Not applicable
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Item 4 (a) Amount Beneficially Owned:
See Item 5
(b) Percent of Class:
See Item 5
(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 See Item 5
(iii) sole power to dispose or to
direct the disposition of
-0-
(iv) shared power to dispose or to
direct the disposition of
See Item 5
Item 5 Ownership of Five Percent or Less of a Class
The Reporting Persons Beneficially Own no
longer more than 5%.
Item 6 Ownership of More than Five Percent on Behalf of
Another Person.
N/A
Item 7 Identification and Classification of the Subsidiary
which Acquired the Security Being Reported on by
the Parent Holding Company.
See Items 1 and 12 of Page 2 and Item 3 herein.
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Item 8 Identification and Classification of the Members
of the Group.
Not applicable
Item 9 Notice of Dissolution of Group.
Not applicable
Item 10 Certification. By signing below we certify that,
to the best of our 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 purpose or effect.
Signature. After reasonable inquiry and to the best
of our knowledge and belief, we certify that the
information set forth in this statement is true,
complete and correct.
Date: February 6, 1998
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UNITED STATES TRUST COMPANY OF NEW YORK
By: /s/ Joseph A. Tricarico
_____________________________________
Name: Joseph A. Tricarico
Title: Vice President and
Trust Counsel
