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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
Donald M. Brown
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
756,100
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
756,100
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
756,100
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
13.2%
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:
Donald M. Brown
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:
As of December 31, 1996, the Reporting Person beneficially owns
756,100 shares of Common Stock of the Issuer, including 11,000 shares
underlying stock purchase options exercisable within 60 days of
December 31, 1996, representing 13.2% of the issued and outstanding
shares of Common Stock. The Reporting Person has the sole power to
vote or direct the vote, and has the sole power of dispose or to
direct the disposition of, all of such 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 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/ Donald M. Brown
______________________________
Donald M. Brown, Individual
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