MICRO FOCUS GROUP PUBLIC LIMITED COMPANY
6-K, 1998-03-12
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-15 OF
                       THE SECURITIES EXCHANGE ACT OF 1934


For the month of March 12, 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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Editorial Contacts:

                  Martin C. Waters                   Giles Sanderson
                  President                          Financial Dynamics
                  Chief Executive Officer            UK: 0171 831 3113
                  US: 650-404-7090

                  MICRO FOCUS RECEIVES APPROVAL BY SHAREHOLDERS
                           ON FIVE FOR ONE STOCK SPLIT

NEWBURY, ENGLAND AND MOUNTAIN VIEW, CALIFORNIA,  (March 12, 1998) -- Micro Focus
Group Plc (NASDAQ:  MIFGY) today announced that  shareholders  have  unanimously
voted in favour of the  sub-division of its shares on a five-for-one  basis. The
intention to split the shares was first  announced  on February  12,  1998.  The
conversion  rights  of the  American  Depository  Shares  (ADS's)  will  also be
adjusted so that each ADS will represent 5 ordinary shares.

The stock split, which was proposed in order to improve the marketability of the
Company's shares,  will take effect at the UK close of business,  Friday,  March
13, 1998. New certificates  reflecting the sub-division  will be posted by March
16, 1998 and dealings in the share capital as sub-divided  are expected to begin
on March 16, 1998.

ABOUT MICRO FOCUS

Micro  Focus  provides   solutions  for   developing  and  managing   enterprise
applications.  The  company's  solutions  focus on  leveraging  the value of the
mainframe application base into newer distributed computing technologies such as
the  Internet.  The company's  products  deliver  outstanding  value and shorten
time-to-solution   through  an   analysis   and   understanding   of   mainframe
applications.  Its  solutions  include  mainframe  application  development  and
maintenance solutions,  Year 2000 compliance solutions and distributed computing
solutions for UNIX, Microsoft Windows NT(TM) and the Internet. (NASDAQ: MIFGY)

Micro  Focus is located at 701 East  Middlefield  Road,  Mountain  View,  Calif.
94043;  telephone  650-938-3700.  In the UK the  company is located at The Lawn,
22-30 Old Bath Road,  Newbury,  Berkshire,  RG14 1QN; telephone 01635 32646. For
additional  information  on Micro Focus and its products,  visit the Micro Focus
Web site at http://www.microfocus.com.


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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: March 12, 1998                          By: /s/ Loren E. Hilllberg
                                              ----------------------------------
                                              Loren E. Hillberg, Secretary



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