FORM 4 OMB APPROVAL
OMB Number: 3235-0287
[ ] Check this box if no longer Expires: September 30, 1998
subject to Section 16. Estimated average burden
Form 4 or Form 5 obligations hours per response . . . 0.5
may continue. See Instruc-
tion 1(b).
- NEW -
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act
of 1934, Section 17(a) of the Public Utility Holding
Company Act of 1935 or Section 30(f) of the
Investment Company Act of 1940
(Print or Type Responses)
1. Name and Address of Reporting Person
MacDonald Robert R.
(Last) (First) (Middle)
550 Alameda Street
(Street)
Sante Fe New Mexico 87501
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Level 8 Systems, Inc. (LVEL)
3. IRS or Social Security Number of Reporting Person
(Voluntary)
4. Statement for Month/Year
May 1997
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all
applicable)
_X_ Director ___ 10% Owner
__ Officer (give title below) ___ Other (specify below)
FORM 4 (continued)
7. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
Table I -- Non-Derivative Securities Acquired, Disposed of,
or Beneficially owned
1. Title of Security (Instr. 3)
Common Stock
Common Stock
2. Transaction Date(Month/Day/Year)
5/8/97
5/8/97
3. Transaction Code (Instr. 8)
Code V
M
F
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and
5)
Amount (A) or (D) Price
58,610 A $6.60
29,756 D $13.00
5. Amount of Securities Beneficially Owned at End of Month
(Instr. 3 and 4)
(blank line intentionally inserted)
76,823
6. Ownership Form: Direct (D) or Indirect (I)(Instr. 4)
(blank line intentionally inserted)
D
7. Nature of Indirect Beneficial Ownership (Instr. 4)
Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly
* If the form is filed by more than one reporting person, see
Instructions 4(b)(v)
SEC 1474 (7-96)
FORM 4 (continued)
Table II -- Derivative Securities Acquired, Disposed of, or
Beneficially Owned (e.g., puts, calls, warrants,
options, convertible securities)
1. Title of Derivative Security (Instr. 3)
Employee Stock Option (Right to Buy)
2. Conversion or Exercise Price of Derivative Security
$6.60
3. Transaction Date (Month/Day/Year)
5/8/97
4. Transaction Code (Instr. 8)
Code V
M
5. Number of Derivative Securities Acquired (A) or Disposed of
(D) (Instr. 3, 4, and 5)
(A) (D)
58,610
6. Date Exercisable and Expiration Date (Month/Day/Year)
Date Exercisable Expiration Date
7/96 7/05
7. Title and Amount of Underlying Securities (Instr. 3 and 4)
Title Amount or Number of Shares
Common Stock 58,610
8. Price of Derivative Security (Instr. 5)
9. Number of Derivative Securities Beneficially Owned at End of
Month (Instr. 4)
None
10. Ownership Form of Derivative Security: Direct (D) or Indirect
(I) (Instr. 4)
11. Nature of Indirect Beneficial Ownership (Instr. 4)
SEC 1474 (7-96)
FORM 4 (continued)
/s/ Robert R. MacDonald 6/2/97
**Signature of Reporting Person Date
Explanation of Responses:
** Intentional misstatements or omissions of facts constitute
Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be
manually signed.
If space provided is insufficient, see Instruction
6 for procedure.
Potential persons who are to respond to the collection of
information contained in this form are not required to respond
unless the form displays a currently valid OMB Number.
