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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _2_)*
Fourth Shift Corporation
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(Name of Issuer)
Common stock
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(Title of Class of Securities)
351128-10-3
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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 l; 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).
SEC 1745 (2/92) Page 1 of 5 pages
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CUSIP No. 351128-10-3 13G Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Perkins Capital Management, Inc.
IRS ID No.: 41-1501962
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /__/
(b) /__/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
730 East Lake Street, Wayzata, MN 55391-1769
5 SOLE VOTING POWER
NUMBER OF 727,900
SHARES 6 SHARED VOTING POWER
0
BENEFICIALLY
OWNED BY 7 SOLE DISPOSITIVE POWER
1,637,487
EACH
REPORTING
PERSON 8 SHARED DISPOSITIVE POWER
0
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,637,487
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.1%
12 TYPE OF REPORTING PERSON*
IA
SEC 1745 (2/92) Page 2 of 5 pages
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CUSIP No. 351128-10-3 13G Page 3 of 5 Pages
Item 1.
(a) Name of Issuer
Fourth Shift Corporation
(b) Address of Issuer's Principal Executive Offices
7900 International Dr., Bloomington, MN 55425
Item 2.
(a) Name of Person Filing
Perkins Capital Management, Inc.
(b) Address of Principal Business Office or, if none, Residence
730 East Lake Street
Wayzata, MN 55391-1769
(c) Citizenship
Minnesota Corporation
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
351128-10-3
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(a) /__/ 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) /X_/ 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 240.13d-l(b)(l)(ii)(F)
(g) /__/ Parent Holding Company, in accordance with
240.13d-l(b)(ii)(G) (Note: See Item 7)
SEC 1745 (2/92) Page 3 of 5 pages
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CUSIP No. 351128-10-3 13G Page 4 of 5 Pages
(h) /__/ Group, in accordance with 240.13d-l(b)(l)(ii)(H)
Item 4. Ownership
If the percent of the class owned, as of December 31 of the year
covered by the statement, or as of the last day of any month described in
Rule 13d-l(b)(2), if applicable, exceeds five percent, provide the
following information as of that date and identify those shares which
there is a right to acquire.
(a) Amount Beneficially Owned
1,637,487
(b) Percent of Class
17.1%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
727,900
(ii) shared power to vote or to direct the vote
0
(iii) sole power to dispose or to direct the dispostion of
1,637,487
(iv) shared power to dispose or to direct the disposition of
0
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.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
SEC 1745 (2/92) Page 4 of 5 pages
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CUSIP No. 351128-10-3 13G Page 5 of 5 Pages
Item 10. Certification
By signing below I certify that, to the best of my 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 purposes or effect.
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
November 7, 1996
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By /s/ Bradley A. Erickson
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Signature
Bradley A. Erickson, Vice President
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Name/Title
SEC 1745 (2/92) Page 5 of 5 pages
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