UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(RULE 13d - 102)
Information to be included in statements filed pursuant to
13d-1(b), (c) and (d) and amendments thereto filed pursuant to
13d-2(b)
(Amendment No. 1 )*
Continuus Software Corporation
(Name of Issuer)
Common Stock, $.001 par value per share -
Beneficial ownership held via a Convertible Debenture
(Title of Class of Securities)
21218R104
(CUSIP Number)
December 31, 1999
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
Rule 13d-1(b)X
Rule 13d-1(c)
Rule 13d-1(d)
*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 disclosures
provided in a prior cover page.
The information required on 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).
(Continued on the Following Pages)
(Page 1 of 3 Pages)<PAGE>
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
London Pacific Life & Annuity Company
68-0202880
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
North Carolina
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
5 SOLE VOTING POWER
1,078,167
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
1,078,167
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,078,167
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.70%
12 TYPE OF REPORTING PERSON*
IC
<PAGE>
ITEM 1(a).Name of Issuer:
Continuus Software Corporation (the "Issuer")
Item 1(b).Address of Issuer's Principal Executive Offices:
108 Pacifica
Irvine, CA 92618
Item 2(a).Name of Person Filing:
London Pacific Life & Annuity Company
Item 2(b).Address of Principal Business Office or, if None,
Residence:
3101 Poplarwood Court
Suite 300
Raleigh, NC 24604
Item 2(c).Citizenship:
North Carolina
Item 2(d).Title of Class of Securities
Common Stock, $.001 par value per share -
Beneficial ownership held via a Convertible Debenture
Item 2(e).CUSIP Number: 21218R104
Item 3. If This Statement is Filed Pursuant to Rule 13d-
1(b), or 13d-2(b) or (c), Check Whether the Person
Filing is a:
(a) Broker or dealer registered under Section 15 of
the Exchange Act.
(b) Bank as defined in Section 3(a)(6) of the
Exchange Act.
(c) X Insurance company defined in Section 3(a)(19)
of the Exchange Act.
(d) Investment company registered under Section 8
of the Investment Company Act.
(e) An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
(f) An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F).
(g) A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G).
(h) A savings association as defined in Section
3(b) of the Federal Deposit Insurance Act.
(i) A church plan that is excluded from the
definition of an investment company under
Section 3(c)(14) of the Investment Company Act;
(j) Group, in accordance with Rule
13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c),
check this box
Item 4. Ownership.
Provide the following information regarding the aggregate
number and percentage of the class of securities of the issuer
identified in Item 1.
(a) Amount beneficially owned:
1,078,167
(b) Percent of class:
8.70%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
1,078,167
(ii) Shared power to vote or to direct the vote
Not applicable.
(iii) Sole power to dispose or to direct the
disposition of
1,078,167
(iv) Shared power to dispose or to direct the
disposition of
Not applicable.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ ].
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.
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were acquired and are held in the ordinary course of
business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not
acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge
and belief, the undersigned each certifies that the information
with respect to it set forth in this statement is true, complete
and correct.
Dated: May 10, 2000
London Pacific Life & Annuity Company
by: /s/ Susan Y. Gressel
Susan Y. Gressel
Vice President & Treasurer
