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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5 )*
CE SOFTWARE HOLDINGS, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
125175.10.9
(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).
Page 1 of 4 Pages
SEC 1745 (10-88)
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CUSIP No.125175.10.9 13G Page 2 of 4 Pages
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John S.Kirk
SS# ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
N/A (a)
(b)
3.
SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
359,100
6. SHARED VOTING POWER
220,000
7. SOLE DISPOSITIVE POWER
359,100
8. SHARED DISPOSITIVE POWER
220,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
579,100 Mr. Kirk disclaims beneficial ownership of 207,620 shares
included in this amount which are registered in the name of a family
investment partnership, of which Mr. Kirk and his children are partners.
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.1%
12. TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No.125175.10.9 13G Page 3 of 4 Pages
Item 1 Issuer:
CE Software Holdings, Inc.
SEC File No. 0-18809
1801 Industrial Circle
West Des Moines, Iowa 50265
Item 2 Person Filing:
John S. Kirk
1801 Industrial Circle
West Des Moines, Iowa 50265
U.S.A. Citizenship
Common Stock, $.02 par value
CUSIP No. 125175 10 9
Item 3 Statement Filed Pursuant to Rule 13d-1(b) or 13d-2(b):
Not Applicable.
Item 4 Ownership:
The Reporting Person beneficially owns 579,100 shares of Common Stock
of the Issuer, representing 10.1% of the issued and outstanding
shares of Common Stock. The total includes 9,000 shares of under-
lying stock purchase options held by him, exercisable within 60 days
of December 31, 1996.
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:
Mr. Kirk disclaims beneficial ownership of 207,620 shares included in
the shares reported herein; which are registered in the name of a
family investment partnership of which Mr. Kirk and his children are
partners.
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:
CUSIP No.125175.10.9 13G Page 4 of 4 Pages
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Not Applicable
Item 9 Notice of Dissolution of Group:
Not Applicable.
Item 10 Certification:
Not Applicable.
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.
February 14, 1997.
/s/ John S. Kirk
______________________________
John S. Kirk, Individual
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