UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3 )*
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CATALYST INTERNATIONAL, INC.
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(name of Issuer)
Common Stock
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(Title of Class of Securities)
14887T105
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(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 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>
CUSIP NO. 14887 T105 Page 2 of 5 pages
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13G
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Douglas B. Coder ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) _____
Not Applicable (b) _____
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5 SOLE VOTING POWER
NUMBER OF 745,875
SHARES --------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 37,271
EACH --------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 745,875
WITH --------------------------------------------------
8 SHARED DISPOSITIVE POWER
37,271
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
788,146
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES *
Not Applicable
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.10%
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12 TYPE OF REPORTING PERSON *
IN
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 14887 T105 13G Page 3 of 5
ITEM 1. (a) NAME OF ISSUER:
Catalyst International, Inc.
ITEM 1. (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
8989 North Deerwood Drive
Milwaukee, Wisconsin 53223
ITEM 2. (a) NAME OF PERSON FILING:
Douglas B. Coder
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF
NONE, RESIDENCE:
8711 East Pinnacle Peak Road #127
Phoenix, Arizona 85255
(c) CITIZENSHIP:
United States
(d) TITLE OF CLASS OF SECURITIES:
Common Stock
(e) CUSIP NUMBER:
14887 T105
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO 13d-1(b),
OR 13d-2(b), CHECK WHETHER THE PERSON FILING IS A:
Not Applicable
ITEM 4. OWNERSHIP:
(a) Amount Beneficially Owned:
788,146
(b) Percent of Class:
11.10%
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CUSIP No. 14887 T105 13G Page 4 of 5
(c) Number of shares as to which each person has:
(i) sole power to vote or to direct the vote
745,875+
(ii) shared power to vote or to direct the vote
37,271++
(iii) sole power to dispose or to direct the
disposition of
745,875+
(iv) shared power to dispose or to direct
the disposition of
37,271++
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 SECURITIES BEING
REPORTED ON BY THE PARENT HOLDING COMPANY:
Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF
THE GROUP:
Not Applicable
ITEM 9. NOTE OF DISSOLUTION OF GROUP:
Not Applicable
<PAGE>
CUSIP No. 14887 T105 13G Page 5 of 5
ITEM 10. CERTIFICATION:
Not Applicable
+Includes 286,240 shares held by S & S Partnership. The
reporting person disclaims beneficial ownership of the securities
in excess of his pecuniary interest. Includes 104,498 shares
held in trusts for the benefit of the reporting person's
children. The reporting person disclaims beneficial ownership of
these securities, and this report shall not be deemed an
admission that the reporting person is the beneficial owner of
such securities for purposes of Section 13 or for any other
purpose.
++Includes 37,271 shares held by the reporting person's spouse.
The reporting person disclaims beneficial ownership of these
securities, and this report shall not be deemed an
admission that the reporting person is the beneficial owner of
such securities for purposes of Section 13 or for any other
purpose.
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.
DATE: February 08, 1999
SIGNATURE: /s/ Douglas B. Coder
NAME/TITLE: Douglas B. Coder
Chairman of the Board
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