MICRO FOCUS GROUP PUBLIC LIMITED COMPANY
6-K, 1998-12-28
COMPUTER PERIPHERAL EQUIPMENT, NEC
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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    FORM 6-K

                            REPORT OF FOREIGN ISSUER
                      PURSUANT TO RULE 13a-16 OR 15d-16 OF
                       THE SECURITIES EXCHANGE ACT OF 1934


For the month of December 23, 1998

                    Micro Focus Group Public Limited Company
                 (Translation of Registrant's Name Into English)

               The Lawn, Old Bath Road, Newbury, England RG14 1QN
                    (Address of Principal Executive Offices)


         (Indicate  by check  mark  whether  the  registrant  files or will file
annual reports under cover of Form 20-F or Form 40-F.)


     Form 20-F   X                                        Form 40-F _____
              -------

         (Indicate  by check mark  whether  the  registrant  by  furnishing  the
information contained in this form is also thereby furnishing the information to
the Commission  pursuant to Rule 12g3-2(b) under the Securities  Exchange Act of
1934.)

         Yes   X                                              No  _____
            -------

         (If "Yes" is marked,  indicate  below the file  number  assigned to the
registrant in connection with Rule 12g3-2 (b): 82-795.)

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December 1998                                                       Schedule 11
- --------------------------------------------------------------------------------

           COMPANY ANNOUNCEMENTS OFFICE OF THE LONDON STOCK EXCHANGE

                                   SCHEDULE 11
           NOTIFICATION OF INTEREST OF DIRECTORS AND CONNECTED PERSONS


AVS No.:


All relevant boxes should be completed in block capital letters.

1.   Name of company:

     MICRO FOCUS GROUP PLC

2.   Name of director:

     J. MICHAEL GULLARD 

3.   Please  state  whether  notification  indicates  that  it  is in respect of
     holding of the  director  named in  2  above  or  holding of  that person's
     spouse or children under the age of 18 or  in  respect of a  non-beneficial
     interest: 

     SAME AS 2 ABOVE

4.   Name the registered holder(s) and, if more than one holder, the number of
     shares held by each of them (if notified):

5.   Please state whether notification relates to a person(s) connected with the
     director named in 2 above and identify the connected person(s):

6.   Please state the nature of the transaction. For PEP transaction pleases
     indicate whether general/single co PEP and if discretionary/non
     discretionary:

7.   Number of shares/amount of stock acquired:

     27,500 SHARES (5,500 ADR'S)

8.   Percentage of issued class:

     0.02%

9.   Number of shares/amount of stock disposed:

10.  Percentage of issued class:

11.  Class of security:
    
     ORDINARY SHARES (5 ORDINARY SHARES TO ONE ADR) 

12.  Price per share:

     USD 9.00 PER ADR

13.  Date of transaction:

     23RD DECEMBER 1998

14.  Date company informed:

     23RD DECEMBER 1998

15.  Total holding following this notification: 

     57,500 (52,500 OF WHICH ARE HELD IN 10,500 ADR'S)

16.  Total percentage holding of issued class following this notification: 

     0.04%

- --------------------------------------------------------------------------------

If a  director  has been  granted  option by the  company  please  complete  the
following boxes.

17.  Date of grant:

18.  Period during which or date on which exercisable:

19.  Total amount paid (if any) for grant of the option:

20.  Description of shares or debentures involved - class, number:

21.  Exercise  price (if fixed at time of grant) or indication  that price is to
     be fixed at time of exercise:

22.  Total number of shares or debentures over which options held following this
     notification:

23.  Any additional information:

24.  Name of contact and telephone number for queries:

     KARIN WATT  (01635  565489)

25.  Name and signature of authorised  company  official  responsible for making
     this notification:

     /s/ KARIN WATT

- --------------------------------------------------------------------------------

London Stock Exchange. Company Announcements Office.  Old Broad Street, London
EC2N 1HP Facsimile: 0171 588 6057.0171 334 896/8965/8966 (PLEASE DO NOT POST)
Enquiries: Continuing Obligations: Telephone 0171 797 3850/1639/1972/3150

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                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.


                                   Micro Focus Group Public Limited Company
                                                  (Registrant)


Date:  December 28, 1998            By: /s/ Kenneth A. Sexton 
                                        ---------------------------------------
                                        Kenneth Sexton 
                                        Chief Financial Officer



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