UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
CONTROL DATA SYSTEMS, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
21238F106
(CUSIP Number)
Alan M. Stark
80 Main Street
West Orange, New Jersey 07052
(201)325-8660
(Name Address, and Telephone Number of Person Authorized to Receive
Notices and Communications)
July 9, 1997
(Date of Event which Requires Filing of this Statement)
If this filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4)
check the following box [ ].
Note: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties
to whom copies are to be sent.
*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 disclosures provided in a
prior cover page.
The information required on 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 21238F106
__________________________________________________________________
1) Names of Reporting Person S.S. or I.R.S. Identification
No. of Above Person
LEON G. COOPERMAN
S.S. No. ###-##-####
_________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [ ]
_________________________________________________________________
3) SEC Use Only
_________________________________________________________________
4) Source of Funds:
WC
_________________________________________________________________
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e). . . . . . . . . . . . .
NOT APPLICABLE
_________________________________________________________________
6) Citizenship or place of Organization:
UNITED STATES
_________________________________________________________________
(7) Sole voting Power
Number of 642,800
Shares Bene- ____________________________________________________
ficially (8) Shared Voting Power
owned by 177,200
Each Report- ____________________________________________________
ing Person (9) Sole Dispositive Power
With 642,800
_________________________________________________________________
(10) Shared Dispositive Power
177,200
_________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting
Person: 820,000
_________________________________________________________________
12) Check if the Aggregate Amount in Row (11)
N/A
_________________________________________________________________
13) Percent of Class Represented by Amount in Box (11):
6.5%
_________________________________________________________________
14) Type of Reporting Person
I N
<PAGE>
Item 2. Identity and Background.
This statement is being filed by Leon G. Cooperman,
("Cooperman"). Cooperman is the Managing Member of Omega
Associates, L.L.C. ("Associates"), a limited liability company
organized under the laws of the State of Delaware. Associates is
a private investment firm formed to invest in and act as general
partner of investment partnerships or similar investment vehicles.
Associates is the general partner of three limited partnerships
organized under the laws of Delaware known as Omega Capital
Partners, L.P., Omega Institutional Partners, L.P., and Omega
Equity Partners, L.P. They are private investment firms engaged
in the purchase and sale of securities for investment for their own
accounts. The business address of Cooperman and the principal
business and office of Associates, Omega Capital Partners, L.P.,
Omega Institutional Partners, L.P., and Omega Equity Partners, L.P.
is c/o Omega Advisors, Inc., 88 Pine Street, Wall Street Plaza -
31st Floor, New York, New York 10005. Cooperman is a citizen of
the United States.
Neither Cooperman nor any of the investment entities
controlled by him have, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors), nor has any such person, during the last five years,
been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which any such person
was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Cooperman beneficially owns 820,000 Shares. Of this
amount, 244,700 Shares were purchased by Omega Capital Partners,
L.P., at a cost of $4,486,557; 20,100 Shares were purchased by
Omega Institutional Partners, L.P., at a cost of $396,619; 18,600
Shares were purchased by Omega Equity Partners, L.P., at a cost of
$372,421; 359,400 Shares were purchased by Omega Overseas Partners,
Ltd., at a cost of $7,295,058; and 177,200 Shares were purchased by
the Managed Account at a cost of $3,285,211. The source of funds
for the purchase of all such Shares was investment capital.
Item 5. Interest in Securities of the Issuer.
Based upon the information contained in the Company's
Form 10-Q for the quarterly period ended March 31, 1997 filed with
the Securities & Exchange Commission on May 12, 1997, there were
12,603,942 Shares issued and outstanding as of May 5, 1997. Omega
Capital Partners, L.P., owns 244,700 Shares, or 1.9% of those
outstanding; Omega Institutional Partners, L.P., owns 20,100
Shares, or 0.2% of those outstanding; Omega Equity Partners, L.P.,
owns 18,600 Shares, or 0.1% of those outstanding; Omega Overseas
Partners, Ltd., owns 359,400 Shares, or 2.9% of those outstanding;
and the Managed Account owns 177,200 Shares, or 1.4% of those
outstanding.
The following table details the transactions by each of
Omega Capital Partners, L.P., Omega Institutional Partners, L.P.,
Omega Equity Partners, L.P., Omega Overseas Partners, Ltd., and the
Managed Account in shares of Common Stock within the 60 day period
prior to this filing. All such transactions were open market
transactions.
PURCHASES:
Omega Capital Partners, L.P.
Date of Amount of Price Per
Transaction Shares Share
07/09/97 6,400 $20.08
07/09/97 3,400 20.13
Omega Institutional Partners, L.P.
Date of Amount of Price Per
Transaction Shares Share
07/09/97 600 $20.08
07/09/97 1,200 20.13
Omega Equity Partners, L.P.
Date of Amount of Price Per
Transaction Shares Share
07/09/97 6,700 $20.08
07/09/97 11,300 20.13
Omega Overseas Partners, Ltd.
Date of Amount of Price Per
Transaction Shares Share
07/09/97 34,400 $20.08
07/09/97 57,600 20.13
The Managed Account
Date of Amount of Price Per
Transaction Shares Share
07/09/97 11,900 $20.83
07/09/97 20,500 20.13
SALES:
Omega Capital Partners, L.P.
Date of Amount of Price Per
Transaction Shares Share
07/14/97 9,300 $20.46
Omega Institutional Partners, L.P.
Date of Amount of Price Per
Transaction Shares Share
07/14/97 700 $20.46
Omega Equity Partners, L.P.
Date of Amount of Price Per
Transaction Shares Share
07/14/97 44,400 $20.46
Omega Overseas Partners, L.P.
Date of Amount of Price Per
Transaction Shares Share
07/14/97 14,000 $20.46
The Managed Account
Date of Amount of Price Per
Transaction Shares Share
07/14/97 6,600 $20.46
Signature
After reasonable inquiry and to the best of the
undersigned's knowledge and belief, the undersigned hereby
certifies that the information set forth in this statement is true,
complete and correct.
Dated: July 15, 1997
/s/ Alan M. Stark
ALAN M. STARK on behalf of LEON G.
COOPERMAN, pursuant to Power of
Attorney on file.
<PAGE>
/s/ Alan M. Stark
ALAN M. STARK on behalf of LEON G.
COOPERMAN, as Managing Member of
Omega Associates, L.L.C. on behalf
of Omega Capital Partners, L.P.,
pursuant to Power of Attorney on file.
/s/ Alan M. Stark
ALAN M. STARK on behalf of LEON G.
COOPERMAN, as Managing Member of
Omega Associates, L.L.C. on behalf
of Omega Institutional Partners, L.P.,
pursuant to Power of Attorney on file.
/s/ Alan M. Stark
ALAN M. STARK on behalf of LEON G.
COOPERMAN, as Managing Member of
Omega Associates, L.L.C. on behalf
of Omega Equity Partners, L.P.,
pursuant to Power of Attorney on file.
/s/ Alan M. Stark
ALAN M. STARK on behalf of LEON G.
COOPERMAN, as President of Omega
Advisors, Inc., pursuant to Power
of Attorney on file.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
