UNITED STATES
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
ENTERPRISE SYSTEMS, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
293797106
(CUSIP Number)
*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 the 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)
1.NAME OF REPORTING PERSON Duncan-Hurst Capital Management
Inc.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
33-0403387
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF ORGANIZATION
Duncan-Hurst Capital Management Inc. is a California corporation.
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12. TYPE OF REPORTING PERSON*
IA, CO
1. NAME OF REPORTING PERSON William H. Duncan, Jr.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12. TYPE OF REPORTING PERSON*
IA
Item 1(a) Name of Issuer
ENTERPRISE SYSTEMS, INC.
Item 1(b) Address of Issuers Principal Executive Offices
1400 SOUTH WOLF ROAD, SUITE 500
WHEELING, IL 60090
Item 2(a) Name of Person Filing
Duncan-Hurst Capital Management Inc.
Item 2(b) Address of Issuers Principal Business or, if none, Residence
4365 Executive Drive, Suite 1520
San Diego, California 92121
Item 2c Citizenship
Reference is hereby made to item 4 to the cover pages incorporated by
reference herein
Item 2(d) Title of Class of Securities
Common
Item 2(e) Cusip Number
293797106
Item 3 Type of person reporting
Duncan-Hurst Capital Management Inc. is an
Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940 and William H.
Duncan, Jr. is its principal shareholder, sole
director, Chief Executive Officer and Chief
Investment Officer.
Item 4 Ownership
Reference is hereby made to Items 5-9 and 11 of the
cover pages of this Schedule 13G, which items are
incorporated by reference herein.
Item 5 Ownership of Five Percent or Less of a Class
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 that five
percent of the class of securities, check the
following [X]
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
Item 10 Certification
By signing below the undersigned certify that, to the
best of their 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.
SIGNATURE
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set
forth in this statement is true, complete and correct.
Date: February 17, 1998
DUNCAN-HURST CAPITAL MANAGEMENT INC.
By /s/ Rebecca M. La Ferney
_____________________________________
REBECCA M. LA FERNEY
Vice President
/s/ William H. Duncan, Jr.
_____________________________________
WILLIAM H. DUNCAN, JR.
Chief Investment Officer
and Sole Director
February 17, 1998
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549-1004
RE:Schedule 13G Filings
Ladies and Gentlemen:
We file herewith via EDGAR one executed Schedule 13G
relating to the common stock of Enterprise Systems, Inc.
By copy of this letter, we are simultaneously sending copies
of the Schedule by certified mail to the Nasdaq System.
Thank you for your assistance.
Sincerely,
Rebecca M. La Ferney
Vice President
cc: Nasdaq System (w/encl.)
