SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No._____1_____)*
INSCI Corp.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
45765T106
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(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>
CUSIP No. 45765T106 13G Page 2 of 7 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J. Morton Davis
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES 237,000
BENEFICIALLY --------------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 0
REPORTING --------------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 237,000
--------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
260,700
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
CUSIP No. 45765T106 13G Page 3 of 7 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
D.H. Blair Investment Banking Corp.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 237,000
REPORTING --------------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
237,000
- ----------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
237,000
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.7%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
BD
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Page 4 of 7 Pages
Item 1. (a) Name of Issuer:
INSCI Corp.
(b) Address of Issuer's Principal Executive Offices:
Two Westborough Business Park
Westborough, MA 01581
Item 2. (a) Name of Person Filing:
J. Morton Davis and D.H. Blair Investment Banking
Corp. ("Blair Investment") (together, the "Reporting
Parties") (1). See attached Exhibit A which is a copy of
their agreement in writing to file this statement on
behalf of each of them.
(b) Address of Principal Business Office:
Mr. Davis' and Blair Investment's business
address is 44 Wall Street, New York, New York 10005.
(c) Citizenship:
Mr. Davis is a United States citizen. Blair Investment
is incorporated in the State of Delaware.
(d) Title of Class of Securities:
Common Stock, $.01 par value ("shares")
(e) CUSIP Number:
45765T106
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) [X] 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) [ ] Investment Adviser 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 Section
240.13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with Section
240.13d-1(b)(1)(ii)(G)
(h) ( ) Group, in accordance with Section 240.13d-
1(b)(1)(ii)(H)
______________________________________________________________________________
(1) J. Morton Davis is an investment banker and sole shareholder of Blair
Investment, a broker-dealer registered under the Securities Exchange Act of
1934. Prior to May 1, 1996, Blair Investment was a wholely-owned subsidiary
of D.H. Blair Holdings, Inc. ("Blair Holdings"), which was solely owned by Mr.
Davis. As of May 1, 1996, Blair Holdings merged into Blair Investment, with
Blair Investment being the surviving corporation.
<PAGE>
Page 5 of 7 Pages
Item 4. Ownership.
(a) (b) As of December 31, 1996, Mr. Davis may be deemed to
beneficially own 260,700 shares or 6.2% of the Issuer's
shares issued and outstanding as follows: (i) 136,333 shares
owned by Blair Investment, (ii) 64,000 shares underlying 128,000
Warrants (2) owned by Blair Investment, (iii) 36,667 shares
underlying 36,667 Warrants (3) owned by Blair Investment,
and (iv) 23,700 shares owned by Rosalind Davidowitz (4).
As of December 31, 1996, Blair Investment may be deemed to
beneficially own 237,000 shares or 5.7% of the Issuer's
shares issued and outstanding as indicated in (i) - (iii)
above.
(c) Mr. Davis has sole power to vote or to direct the vote,
to dispose or to direct the disposition of those shares owned by
Blair Investment. Rosalind Davidowitz has sole power to vote or
to direct the disposition of those shares owned directly by her.
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.
___________________________________________________________________________
(2) Each Warrant entitles the holder to purchase one half of one share
subject to adjustment until April 14, 1998. Two Warrants may be exercised
at an aggregate exercise price of $9.00.
(3) Each Warrant entitles the holder to purchase one share at $7.50 per
share through February 9, 1997.
(4) Rosalind Davidowitz is Mr. Davis' wife. Filing of this statement
shall not be deemed an admission by J. Morton Davis that he beneficially owns
the securities attributed to Rosalind Davidowitz for any purpose. J. Morton
Davis expressly disclaims beneficial ownership of all securities held by
Rosalind Davidowitz for any purpose.
<PAGE>
Page 6 of 7 pages
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below we certify that, to the best of our 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,
we certify that the information set forth in this statement is true,
complete and correct.
Date: February 10, 1997
By: /s/ J. Morton Davis
-------------------------------
J. Morton Davis
Date: February 10, 1997
D.H. Blair Investment Banking Corp.
By: /s/ David Nachamie
-------------------------------
David Nachamie
Treasurer
Page 7 of 7 pages
EXHIBIT A
AGREEMENT
JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree to jointly prepare and file with regulatory
authorities a Schedule 13G and any future amendments thereto reporting each of
the undersigned's ownership of securities of INSCI Corp. and hereby affirm
that such Schedule 13G is being filed on behalf of each of the undersigned.
Date: February 10, 1997
By: /s/ J. Morton Davis
-------------------------------
J. Morton Davis
Date: February 10, 1997
D.H. Blair Investment Banking Corp.
By: /s/ David Nachamie
-------------------------------
David Nachamie
Treasurer
