<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
PRISM SOFTWARE CORP (psof)
-----------------------------------------
(Name of Issuer)
Common Stock
-----------------------------------------
(Title of Class of Securities)
74264610
-----------------------------------------
(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
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).
(Continued on following page(s))
Page 1 of 6 Pages
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CUSIP NO. 74264610 13G PAGE 2 OF 6 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kennedy Capital Management, Inc. Tax ID #43-1225960
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri Corporation
5 SOLE VOTING POWER
7,477,778 19.7%
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 7,477,778 19.7%
8 SHARED DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
7,477,778 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
19.7%
12 TYPE OF REPORTING PERSON*
IA
============================================
CUSIP NO. 74264610 13G
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Conrad Von Bibra
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
None
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH None
8 SHARED DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
4,400,000 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
11.6%
12 TYPE OF REPORTING PERSON*
IN
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 10549
---------------------------------
SCHEDULE 13G UNDER THE SECURITIES
EXCHANGE ACT OF 1934
---------------------------------
Item 1. (a). Name of Issuer:
PRISM SOFTWARE CORP
(b). Address of Issuer's Principal Executive
Offices:
23696 Birthher
Lake Forest, CA 92630
Item 2. (a). Name of Person Filing:
Kennedy Capital Management, Inc.
Conrad Von Bibra
(b). Address of Principal Business Office:
Kennedy Capital Management, Inc.
10829 Olive Blvd.
St. Louis, MO 63141
Conrad Von Bibra
c/o Kennedy Capital Management, Inc.
10829 Olive Blvd.
St. Louis, MO 63141
Page 3 of 6 Pages
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Item 2. (c). Citizenship:
Kennedy Capital Management, Inc. is a Missouri Corporation.
Conrad Von Bibra is a United States citizen.
(d). Title of Class of Securities:
Common Stock
(e). CUSIP Number:
74264610
Item 3. This statement is filed pursuant to Rule
13d-1(b)(ii)(E) as to Kennedy Capital Management, Inc.,
which is an investment adviser registered under
Section 203 of the Investment Advisers
Act of 1940.
The statement is filed pursuant to Rule 13d-1(c) as to
Conrad Von Bibra.
Item 4. Ownership.
(a). Amount Beneficially Owned
7,477,778 shares including 4,400,000 shares
held for the account of Conrad Von Bibra
(b). Percent of Class:
19.7% including 11.6% held for the account
of Conrad Von Bibra.
(c). Number of Shares as to which such entity has:
(i) sole power to vote or to direct the
vote: 7,477,778 shares for Kennedy Capital
Kennedy Capital Management, Inc. and none
For Conrad Von Bibra.
(ii) shared power to vote or to direct
the vote: None for Kennedy Capital
Management, Inc. and none for Conrad
Von Bibra.
(iii) sole power to dispose or to direct
the disposition of: 7,477,778 shares for Kennedy
Capital Management, Inc. and none for
Conrad VonBibra.
(iv) shared power to dispose or to direct
the disposition of: None for Kennedy Capital
Management, Inc. and none for Conrad Von Bibra.
Page 4 of 6 Pages
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Item 5. If this statement is being filed to report
the fact that as of the date hereof the
reporting person has ceased to be the
beneficial owner of more than five
percent of the class of securities, check
the following. [ ]
Item 6. Ownership of More Than Five Percent on
Behalf of Another Person:
Item 7. Identification and Classification of
Subsidiaries which Acquired the Security
Being Reported on by the Parent Holding
Company:
Item 8. Identification and Classification of Members
of the Group:
Page 5 of 6 Pages
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Item 9. Notice of Dissolution of Group:
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 purpose or effect.
Signature: 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.
By: Gerald Kennedy
----------------------------
Title: President
Dated: 8/7/98
Exhibit A
Agreement
This agreement is made as of August 1, 1998 by and between
Kennedy Capital Management, Inc. (KCM) and Conrad Von
Bibra, both individually and as Trustee of the Edith H. Von Bibra
Trust dated 12/9/69 (Von Bibra).
Whereas, KCM is an investment adviser registered with the
Securities and Exchange Commission pursuant to Section
203 of the Investment Advisers Act of 1940, as amended, and
Whereas, Von Bibra has retained KCM as an investment adviser, and
Whereas, KCM, in the exercise of its investment discretion,
purchased shares of Prism Software Corp. (PSOF) for the
accounts of Von Bibra,
Now, therefore, in consideration of the premises and the
covenants set forth below, KCM and Von Bibra agree as follows:
1. Von Bibra represents that he has not acquired the
securities of PSOF with any purpose, or with the effect of,
changing or influencing the control of PSOF, or in connection
with or as a participant in any transaction having that purpose
or effect.
2. KCM and Von Bibra shall, so long as both parties are
required to report beneficial ownership of PSOF pursuant
to Section 13 of the Securities Exchange Act of 1934, as
amended, and the rules of the Securities and Exchange
Commission thereunder and are permitted to file such reports
on Schedule 13G, file one statement with respect to the
beneficial ownership of KCM and Von Bibra of the outstanding
common stock of PSOF.
3. KCM shall prepare and file such Schedule 13G.
4. This agreement shall be attached as an exhibit to such
Schedule 13G.
Conrad Von Bibra, individually
And as Trustee for the Edith H.
Von Bibra Trust dated 12/9/69
/s/ Conrad Von Bibra
- ---------------------------
Conrad Von Bibra
Kennedy Capital Management, Inc.
/s/ Gerald T. Kennedy
- -----------------------------
Gerald T. Kennedy
President
