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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)and(c)AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No.4)(1)
Cambridge Technology Partners (Massachusetts), Inc.
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
132524 10 9
(CUSIP Number)
(1) 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 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).
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CUSIP NO. 132524 10 9 13G
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Safeguard Scientifics, Inc. 23-1609753
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
5. SOLE VOTING POWER
6. SHARED VOTING POWER 8,922,389
7. SOLE DISPOSITIVE POWER
8. SHARED DISPOSITIVE POWER 8,922,389
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
8,922,389
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* / /
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.2%
12. TYPE OF REPORTING PERSON*
CO
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CUSIP NO. 132524 10 9 13G
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Safeguard Scientifics (Delaware), Inc. 51-0291171
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
5. SOLE VOTING POWER
6. SHARED VOTING POWER 8,922,389
7. SOLE DISPOSITIVE POWER
8. SHARED DISPOSITIVE POWER 8,922,389
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,922,389
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* / /
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.2%
12. TYPE OF REPORTING PERSON*
CO
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Item 1 (a) Name of Issuer:
Cambridge Technology Partners (Massachusetts), Inc.
Item 1 (b) Address of Issuer's Principal Executive Offices:
304 Vassar Street
Cambridge, MA 02139
Item 2 (a) Name of Person Filing:
(1) Safeguard Scientifics, Inc.
(2) Safeguard Scientifics (Delaware), Inc.
Item 2 (b) Address of Principal Business Office:
(1) 800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087-1945
(2) 103 Springer Building
3411 Silverside Road
Wilmington, DE 19803
Item 2 (c) Citizenship:
(1) Pennsylvania
(2) Delaware
Item 2 (d) Title of Class of Securities:
Common Stock, $.01 par value per share
Item 2 (e) CUSIP Number:
132524 10 9
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) / / 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 of 1940.
(e) / / Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940.
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(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 13d-1(b)(1)(ii)(F).
(g) / / Parent Holding Company, in accordance with
Rule 13d-1(b)(ii)(G); see Item 7.
(h) / / Group, in accordance with Rule 13d-
1(b)(1)(ii)(H).
Not Applicable
Item 4 Ownership:
(a) Amount Beneficially Owned:
8,922,389 shares of Common Stock
(b) Percent of Class:
16.2%
(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:
8,922,389
(iii) sole power to dispose or to direct the disposition of:
0
(iv) shared power to dispose or to direct the disposition
of:
8,922,389
Safeguard Scientifics (Delaware), Inc., a wholly owned
subsidiary of Safeguard Scientifics, Inc., is the record holder
of 8,922,389 shares of common stock.
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
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Company:
Safeguard Scientifics (Delaware), Inc., a Delaware corporation,
is a wholly owned subsidiary of Safeguard Scientifics, Inc.
Item 8 Identification and Classification of Members of the Group:
Safeguard Scientifics (Delaware), Inc. and Safeguard
Scientifics, Inc. are members of a group for purposes of
Sections 13(d) and 13(g) of the Securities Exchange Act of 1934.
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 purpose 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.
In executing this statement, the undersigned agrees, to the extent required by
Rule 13d-1(f), that this statement is being filed on behalf on each of the
Reporting Persons herein.
SAFEGUARD SCIENTIFICS, INC.
By: /s/ James A. Ounsworth
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James A. Ounsworth
Sr. Vice President and General Counsel
Dated: February 5, 1998
SAFEGUARD SCIENTIFICS (DELAWARE), INC.
By: /s/ James A. Ounsworth
----------------------------
James A. Ounsworth
Vice President
Dated: February 5, 1998
