SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1(b) AND (c) AND
AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
(AMENDMENT NO. 1 ) 1
Prophet 21, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
743459 10 9
(CUSIP Number)
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1 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 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 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Neil Jaffe
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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NUMBER OF
SHARES 5 SOLE VOTING POWER 214,614
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER N/A
EACH
REPORTING 7 SOLE DISPOSITIVE POWER 214,614
PERSON WITH
8 SHARED DISPOSITIVE POWER N/A
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
214,614
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.0%
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12 TYPE OF REPORTING PERSON* IN
*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
214,614, which includes 2,000 shares owned of record by Mr.
Jaffe as custodian for his minor children, 80,000 shares
subject to options and 750 shares beneficially owned as
executor of the Estate of Eudice Jaffe.
(b) The percent of the class held by Neil Jaffe is 6.0%.
(c) (i) Neil Jaffe has sole power to vote or to direct the vote
of 214,614 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 214,614 shares, assuming the exercise of
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.
<PAGE>
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 12, 1998 /s/ Neil Jaffe
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Neil Jaffe (Stockholder)
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.)
