<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
CDW COMPUTER CENTERS, INC.
(Name of Issuer)
__________
COMMON STOCK
(Title of Class of Securities)
125129 10 6
(CUSIP Number)
__________
ALAN B. PATZIK, ESQ.
SAITLIN, PATZIK, FRANK & SAMOTNY LTD.
150 SOUTH WACKER DRIVE, SUITE 900
CHICAGO, ILLINOIS 60606
(312) 551-8300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
__________
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 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).
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CUSIP NO 125129 10 6 13G Page 2 of 5 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MICHAEL P. KRASNY ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
NOT APPLICABLE
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
12,808,857
NUMBER OF ---------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ---------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 8,901,723
PERSON ---------------------------------------------------
WITH 8 SHARED DISPOSITIVE POWER
554,736
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,808,857
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
NOT APPLICABLE [ ]
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
59.5%
- --------------------------------------------------------------------------------
12 TYPE OF REPORT PERSON*
IN
- --------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO 125129 10 6 13G Page 3 of 5 Pages
Item 1(a) Name of Issuer:
CDW Computer Centers, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
1020 East Lake Cook Road, Buffalo Grove, Illinois 60089
Item 2(a) Name of Person Filing:
Michael P. Krasny
Item 2(b) Address of Principal Business Office or, if none, Residence:
1020 East Lake Cook Road, Buffalo Grove, Illinois 60089
Item 2(c) Citizenship:
USA
Item 2(d) Title of Class of Securities:
Common Shares
Item 2(e) CUSIP Number:
125129 10 6
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a:
NOT APPLICABLE
Item 4: Ownership:
(a) Amount Beneficially Owned as of February 5, 1997:
12,808,857 shares (includes 3,343,838 shares subject to
the MPK Stock Option Plan and 554,736 shares subject to
the MPK Restricted Stock Plan, with respect to such
shares Mr. Krasny disclaims beneficial ownership and
8,560 shares held by minor son). Pursuant to the terms
of these Plans, Mr. Krasny has the right to vote these
shares and receive dividends thereon, if any, until
options are exercised or shares vest, respectively.
Pursuant to the terms of the MPK Stock Option Plan,
non-forfeitable options to purchase 3,343,838 shares
with an exercise price of $.017 per share remain
outstanding and become exercisable at the rate of 29,138
upon December 31, 1996 and then 621,506 per year on each
December 31 thereafter until all options are
exercisable. In the event that an optionee shall cease
to be employed by the Issuer for any reason, all
unexercised options shall become immediately
exercisable. Pursuant to the terms of the MPK
Restricted Stock Plan, such shares are held in escrow
until January 1, 2000, at which date eligible employees
will be vested and such shares will be distributed to
eligible employees. Upon the termination of employment
of eligible employees prior to such date, such shares
revert to Mr. Krasny.
(b) Percent of Class: 59.5%
(i) sole power to vote or to direct the vote
12,808,857
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CUSIP NO 125129 10 6 13G Page 4 of 5 Pages
(ii) shared power to vote or to direct the vote
0
(iii) sole power to dispose or direct the disposition of
8,901,723
(iv) shared power to dispose or to direct the
disposition of
554,736
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
Item 10. Certification:
NOT APPLICABLE
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CUSIP NO 125129 10 6 13G Page 5 of 5 Pages
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.
February 5, 1997
------------------------------
Date
/s/ Michael P. Krasny
------------------------------
Signature
Michael P. Krasny, Chairman of the Board,
Chief Executive Officer, Secretary and Treasurer
------------------------------------------------
Name/Title
