MICRO FOCUS GROUP PUBLIC LIMITED COMPANY
6-K, 1998-10-02
COMPUTER PERIPHERAL EQUIPMENT, NEC
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<PAGE> 1



                       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 September 30, 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.)



<PAGE>   2



            COMPANY ANNOUNCEMENTS OFFICE OF THE LONDON STOCK EXCHANGE

                     NOTIFICATION OF NEW DIRECTORS INTERESTS


Following  the  completion  of the merger of Micro Focus and  Intersolv  the new
Micro Focus directors have the following interests:

Michel Berty
Shares: Nil
ADS's: Nil
Options: 10,083 option to buy ADS's at an average price of USD 14.69 
This equals 50,415 ord 2p shares @ USD 2.94 
These options were Intersolv  options  converted and vested at merger date.

Kevin Burns
Shares: Nil
ADS's: Nil
Options:  109,313  option to buy  ADS's at an  average  price of USD 10.20  
This equals  546,565 ord 2p shares @ USD 2.04 
These  options were  Intersolv  options converted and vested at merger date.

Gary Greenfield
Shares:  Nil
ADS's: 5,031 equals 25,155 ord 2p shares
Options:  563,910  option to buy  ADS's at an  average  price of USD 10.34  
This equals  2,819,550 ord 2p shares @ USD 2.07 
These options were Intersolv  options converted and vested at merger date.


<PAGE> 3

            COMPANY ANNOUNCEMENTS OFFICE OF THE LONDON STOCK EXCHANGE


                      DEALINGS BY SUBSTANTIAL SHAREHOLDERS


DISCLOSURE OF INTEREST IN SHARES AND  NOTIFICATIONS  IN DEALINGS UNDER THE STOCK
EXCHANGE REQUIREMENTS

All relevant boxes should be completed in block capital letters.


1.   Name of Company

     MICRO FOCUS GROUP PLC

2.   Name of Shareholder having a substantial interest

     FIDELITY INVESTMENTS

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

     AS 2 ABOVE

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

     -

5.   Number of shares/amount of stock acquired
     
     228,093

6.   Percentage of issued Class

     -

7.   Number of Shares/amount of stock disposed

     NIL

8.   Percentage of issued Class

     -

9.   Class of security

     2 p ORDINARY

10.  Date of Transaction

     -

11.  Date company informed

     29th September 1998


<PAGE>  4


12.  Total holding following this notification

     4,574,028

13.  Total percentage holding of issued class following this notification

     3.18%

14.  Any additional information

     -

15.  Name of contact and telephone number for inquiries

     Karin Watt 
     01635 565489

16.  Name and signature of authorized  company  official  responsible for making
     this notification

     Karin Watt 
     Date of Notification  29/9/98                    


London Stock Exchange,  Company  Announcements  Office, Old Broad Street, London
EC2N 1HP
Facsimile:  0171-588 6057, 0171-344 8964/8965/8966 (PLEASE DO NOT POST)
Enquiries:  Continuing Obligations:  0171-797-3850/1639/1972/3150

                                                                     
         
<PAGE> 5

   COMPANY ANNOUNCEMENTS OFFICE OF THE LONDON STOCK EXCHANGE


                      DEALINGS BY SUBSTANTIAL SHAREHOLDERS


DISCLOSURE OF INTEREST IN SHARES AND  NOTIFICATIONS  IN DEALINGS UNDER THE STOCK
EXCHANGE REQUIREMENTS

All relevant boxes should be completed in block capital letters.


1.   Name of Company

     MICRO FOCUS GROUP PLC

2.   Name of Shareholder having a substantial interest

     PRUDENTIAL CORPORATION GROUP

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

     AS 2 ABOVE

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

     -

5.   Number of shares/amount of stock acquired
     
     102,400

6.   Percentage of issued Class

     -

7.   Number of Shares/amount of stock disposed

     NIL

8.   Percentage of issued Class

     -

9.   Class of security

     2 p ORDINARY

10.  Date of Transaction

     -

11.  Date company informed

     28th September 1998


<PAGE>  6


12.  Total holding following this notification

     6,693,583

13.  Total percentage holding of issued class following this notification

     4.66%

14.  Any additional information

     -

15.  Name of contact and telephone number for inquiries

     Karin Watt 
     01635 565489

16.  Name and signature of authorized  company  official  responsible for making
     this notification

     Karin Watt 
     Date of Notification  28/9/98                    


London Stock Exchange,  Company  Announcements  Office, Old Broad Street, London
EC2N 1HP
Facsimile:  0171-588 6057, 0171-344 8964/8965/8966 (PLEASE DO NOT POST)
Enquiries:  Continuing Obligations:  0171-797-3850/1639/1972/3150

                              
<PAGE>   7



                                   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:  October  2, 1998            By:   /s/ Richard Van Hoesen
                                        ---------------------------------------
                                        Richard Van Hoesen
                                        Senior Vice President, Chief Financial
                                        Officer and Secretary



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