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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___) /1/
Prophet 21, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
743459 10 9
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(CUSIP Number)
______________
/1/ The remainder of this cover page shall be filled out for a reporting
person's 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 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. 743459 10 9 13G Page 2 of 5 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Neil Jaffe ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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NUMBER OF 5 SOLE VOTING POWER 218,364
SHARES ------------------
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BENEFICIALLY 6 SHARED VOTING POWER N/A
OWNED BY
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EACH 7 SOLE DISPOSITIVE POWER 218,364
REPORTING ------------------
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PERSON WITH 8 SHARED DISPOSITIVE POWER N/A
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
218,364
------------------
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [_]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.6%
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12 TYPE OF REPORTING PERSON* IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1(a). Name of Issuer:
The issuer of the securities to which this statement relates is
Prophet 21, Inc., a Delaware corporation.
Item 1(b). Address of Issuer's Principal Executive Offices:
The issuer's principal executive offices are located at 19 West
College Avenue, Yardley, Pennsylvania 19067.
Item 2(a). Name of Person Filing:
The person filing is Neil Jaffe.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The principal business office is Prophet 21, Inc., 19 West College
Avenue, Yardley, Pennsylvania 19067.
Item 2(c). Citizenship:
The citizenship is U.S.A.
Item 2(d). Title of Class of Securities:
The title of the class of securities is common stock, $0.01 par
value.
Item 2(e). CUSIP Number:
The CUSIP number is 743459 10 9.
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
check whether the person filing is a:
Selection of a filing category pursuant to Rules 13d-1(b) or 13d-
2(b) is not applicable.
Item 4. Ownership.
(a) The number of shares beneficially owned by Neil Jaffe is
218,364, which includes an aggregate of 2,000 shares owned
of record by Mr. Jaffe as custodian for his minor children
and 80,000 shares subject to options.
(b) The percent of the class held by Neil Jaffe is 5.6%,
assuming the exercise of the options.
(c) (i) Neil Jaffe has sole power to vote or to direct the vote
of 218,364 shares, assuming the exercise of the options.
(ii) The shared power to vote or to direct the vote of shares
is not applicable.
(iii) Neil Jaffe has sole power to dispose or to direct the
disposition of 218,364 shares, assuming the exercise of
the options.
(iv) The shared power to dispose or to direct the disposition
of shares is not applicable.
Item 5. Ownership of Five Percent or Less of a Class.
The ownership of five percent or less of a class is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
The ownership of more than five percent on behalf of another person
is not applicable.
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Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
The identification and classification of the subsidiary which acquired
the security being reported on by the parent holding company is not
applicable.
Item 8. Identification and Classification of Members of the Group.
The identification and classification of members of the group is not
applicable.
Item 9. Notice of Dissolution of Group.
The notice of dissolution of a group is not applicable.
Item 10. Certification.
The certification regarding Rule 13d-1(b) is not applicable.
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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 7, 1997 /s/ Neil Jaffe
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Neil Jaffe (Shareholder)
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Note. Six copies of this statement, including all exhibits, should be
filed with the Commission.
Attention. Intentional misstatements or omissions of fact constitute
Federal criminal violations. (See 18 U.S.C. 1001.)
