UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
System Software Associates
(Name of Issuer)
Common
(Title of Class of Securities)
87183910
(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 I; 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. 87183910
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE PERSON
Gardner Lewis Asset Management 23-2778393
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) __
(b) __
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
285 Wilmington - West Chester Pike, Chadds Ford, PA 19317
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
3,831,325
6 SHARED VOTING POWER
48,600
7 SOLE DISPOSITIVE POWER
4,213,124
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,213,124
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* __
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.86%
12 TYPE OF REPORTING PERSON *
IA
*SEE INSTRUCTION BEFORE FILLING OUT!
Item 1.
(a) Name of Issuer. System Software Associates
(b) Address of Issuer's Principal Executive Offices. 500 West Madison Street,
32nd Floor, Chicago, IL 60661
Item 2.
(a) Name of Person Filing. Gardner Lewis Asset Management, L.P.
(b) Address of Principal Business Office or, if none, Residence.
285 Wilmington - West Chester Pike, Chadds Ford, PA 19317
(c) Citizenship. USA
(d) Title of Class of Securities. Common
(e) CUSIP Number. 87183910
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) X Investment Advisor 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
240.13d-1(b)(1)(ii)(F)
(g) __ Parent Holding Company, in accordance with 240.13d-1(b)(1)(ii)(G) (Note:
See Item 7)
(h) __ Group, in accordance with 240.13d-1(b)(1)(ii)(H)
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.
(a) Amount Beneficially Owned 4,213,124
(b) Percent of Class 9.86%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 3,831,325
(ii) shared power to vote or to direct the vote 48,600
(iii) sole power to dispose or to direct the disposition of
4,213,124
(iv) shared power to dispose or to direct the disposition of 0
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 __.
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
The following certification shall be included if the statement is filed
pursuant to Rule 13d-1(b):
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 have 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.
02/13/98
Date
Signature
W. Whitfield Gardner Chairman and CEO
Name/Title
