UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Name of Issuer: Mediware Information Systems, Inc.
Title of Class of Securities: Common Stock
CUSIP Number: 584946107
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Norman S. Schleifer
c/o Oracle Partners, L.P.
712 Fifth Avenue, 45th Floor
New York, New York 10019
(Date of Event which Requires Filing of this Statement)
April 17, 1998
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*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. 584946107
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Larry N. Feinberg
2. Check the appropriate box if a member of a group
a.
b.
3. SEC Use Only
4. SOURCE OF FUNDS
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) of 2(e)
6. Citizenship or Place of Organization
U.S.
7. Sole Voting Power
986,236
8. Shared Voting Power
9. Sole Dispositive Power
986,236
10. Shared Dispositive Power
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
986,236
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
17.87%
14. Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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This Amendment No. 2 to Schedule 13D is being filed on
behalf of Larry Feinberg to report a material change in his
beneficial ownership of shares of common stock ("Common Stock")
of Mediware Information Systems, Inc. ("Mediware") from 16.19% to
17.87%.
Item 1. SECURITY AND ISSUER
No change.
Item 2. IDENTITY AND BACKGROUND
No change.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As of the date hereof, Mr. Feinberg is deemed to
beneficially own 986,236 shares of Mediware's Common Stock (the
"Shares"). The Shares are held by the Partnerships and managed
accounts over which Mr. Feinberg has investment discretion. The
986,236 Shares were purchased for an aggregate purchase price of
$3,740,596. The funds for the purchase of Shares held in the
Partnerships, over which Mr. Feinberg has investment discretion,
came from capital contributions to the Partnerships by their
general and limited partners. The funds for the purchase of the
Shares held in the managed accounts, over which Mr. Feinberg has
investment discretion, came from each managed account's own
funds. No leverage was used to purchase the Shares.
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Item 4. PURPOSE OF TRANSACTION
The primary interest of Mr. Feinberg is to maximize the
value of the Partnerships' and managed accounts' investment in
Mediware. Mr. Feinberg intends to continually review Mediware's
business affairs, financial position, and future prospects, as
well as conditions in the securities markets and general economic
and industry conditions. Based on such evaluation, review, and
other factors Mr. Feinberg will continue to consider various
alternative courses of action and will in the future take such
actions with respect to the Partnerships' and managed accounts'
investments in Mediware as he deems appropriate. Such actions
may include, but are not limited to, the following:
1. Seeking representation on the Board of Directors of
Mediware;
2. Making recommendations to management concerning various
business strategies, including acquisitions and
dispositions;
3. Recommending hiring an investment banker to evaluate
strategies to enhance shareholder value;
4. Recommending eliminating related party transactions; and
5. Recommending implementing a new incentive compensation
plan for company employees.
Such actions may involve the purchase of additional shares of
Common Stock and, alternatively, may involve the sale of all or a
portion of the Shares held by the Partnerships and managed
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accounts in the open market or in privately negotiated
transactions to one or more financial or strategic purchasers.
As a result of the foregoing, Mr. Feinberg's position with
respect to Mediware may not be considered solely that of a
passive investor. There can be no assurance, however, that
Mr. Feinberg will take any of the actions set forth above.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
As of the date hereof, Mr. Feinberg is deemed to be the
beneficial owner of 986,236 Shares. Based on information
obtained from Mediware's most recent filing on Form 10-Q, there
are believed to be 5,517,722 Shares outstanding. Therefore,
Mr. Feinberg is deemed to beneficially own 17.87% of Mediware's
outstanding shares of Common Stock. Mr. Feinberg has the power
to vote, direct the vote, dispose of or direct the disposition of
all the shares of Mediware Common Stock that he is currently
deemed to beneficially own.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF
THE ISSUER
No change.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
Attached hereto as Exhibit A is a description of the
transactions in the shares of Mediware Common Stock that were
effected by Mr. Feinberg during the past 60 days.
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Signature
The undersigned, after reasonable inquiry and to the
best of his knowledge and belief, certifies that the information
set forth in this statement is true, complete and correct.
April 23, 1998
/s/ Larry N. Feinberg
_____________________
Larry N. Feinberg
00751001.AY7
EXHIBIT A
Daily Transactions
____________________
Trade Date Number of Shares Price Per Share Value
__________ ________________ _______________ _____
4/21/98 2,500 $8.25 $20,625
4/17/98 30,000 8.00 240,000
4/17/98 4,500 8.25 37,125
4/16/98 10,000 8.125 81,250
4/13/98 2,500 8.25 20,625
4/9/98 5,000 8.375 41,875
4/9/98 5,000 8.375 41,875
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00751001.AY7