UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
THE PANDA PROJECT, INC
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
69833F104
(CUSIP Number)
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).
Page 1 of 4
<PAGE> Page 2 of 4 Pages
CUSIP 69833F104 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STANFORD W. CRANE, JR.
###-##-####
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 OF AMERICA
5 SOLE VOTING POWER
NUMBER OF 2,283,000
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 204,860 JOINTLY WITH WIFE
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH
2,283,000
8 SHARED DISPOSITIVE POWER
204,860 JOINTLY WITH WIFE
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,487,860
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
[ ] NOT APPLICABLE
11 PERCENT OR CLASS REPRESENTED BY AMOUNT IN ROW (9)
20.4%
12 TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP No. 69833F104 13G Page 3 of 4 Pages
UNITED STATES SECURITIES AND EXCHANGE COMMISSION SCHEDULE 13G
ITEM 1(A) NAME OF ISSUER: The Panda Project, Inc.
ITEM 1(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
901 Yamato Road
Boca Raton, Florida 33431
ITEM 2(A) NAME OF PERSON FILING: Stanford W. Crane, Jr.
ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
901 Yamato Road
Boca Raton, Florida 33431
ITEM 2(C) CITIZENSHIP: United States of America
ITEM 2(D) TITLE OF CLASS OF SECURITIES: Common Stock
ITEM 2(E) CUSIP NUMBER: 69833F104
ITEM 3 TYPE OF REPORTING PERSON: Not Applicable
ITEM 4 OWNERSHIP: Please see Items 5-11 of the Cover Page
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 GROUP: Not Applicable
ITEM 10 CERTIFICATION: Not Applicable
<PAGE>
CUSIP No. 69833F104 13G Page 4 of 4 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, it is certified that the information set forth in this
statement is true, complete and correct.
Dated February 2, 1998
/s/ STANFORD W. CRANE, JR.
---------------------------
Stanford W. Crane, Jr.
