PLATINUM SOFTWARE CORP
10-C, 1996-06-20
PREPACKAGED SOFTWARE
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.   20549


                                   FORM 10-C


                REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
                          INTERDEALER QUOTATION SYSTEM


  FILED PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
                      AND RULE 13A-17 OR 15D-17 THEREUNDER


                         PLATINUM SOFTWARE CORPORATION
                 (Exact name of issuer as specified in charter)

                 195 Technology Drive, Irvine, California 92718
                    (Address of principal executive offices)


Issuer's telephone number, including area code    (714) 453-4000

                   I.  CHANGE IN NUMBER OF SHARES OUTSTANDING

Indicate any change (increase or decrease) of 5% or more in the number of
shares outstanding:

1.     Title of security:       Common Stock, par value $.001 per share

2.     Number of shares outstanding before the change:            16,029,261
3.     Number of shares outstanding after the change:             17,558,249
4.     Effective date of change:                                  June 19, 1996
5.     Method of change:
       Specify method:  Stock issuance
       Give brief description of transaction:  As disclosed in a current report
       on 8-K filed with the Securities Exchange Commission on June 14, 1996 the
       Registrant will be issuing 1,528,988 shares of Common Stock, $.001 par
       value, in repayment of an amended and restated exchangeable, convertible,
       subordinated debenture in the principal amount of $15,000,000, plus
       accrued interest.



                                                /s/ MICHAEL J. SIMMONS     
                                                -----------------------------
       June 20, 1996                            Michael J. Simmons
                                                Chief Financial Officer


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