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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G - AMENDMENT 1
(Name of Issuer)
Progress Software Corporation
(Title of Class of Securities)
Common Stock
(CUSIP Number)
743312100
NAME OF REPORTING PERSON
Private Capital Management, Inc.
I.R.S. IDENTIFICATION NO.
59-2756929
MEMBER OF A GROUP?
(b) X
PLACE OF ORGANIZATION
Florida
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
SOLE VOTING POWER 0
SHARED VOTING POWER 0
SOLE DISPOSITIVE POWER 0
SHARED DISPOSITIVE POWER 1824200
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1824200
PERCENT OF CLASS REPRESENTED BY AGGREGATE AMOUNT BENEFICIALLY
OWNED
14.4%
TYPE OF REPORTING PERSON
IA
NAME OF REPORTING PERSON
Bruce S. Sherman
I.R.S. IDENTIFICATION NO.
###-##-####
MEMBER OF A GROUP?
(b) X
CITIZENSHIP
U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
SOLE VOTING POWER 33800
SHARED VOTING POWER 4500
SOLE DISPOSITIVE POWER 33800
SHARED DISPOSITIVE POWER 2039400
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2073200
AGGREGATE AMOUNT BENEFICIALLY OWNED EXCLUDES CERTAIN SHARES
(yes)
PERCENT OF CLASS REPRESENTED BY AGGREGATE AMOUNT BENEFICIALLY
OWNED
16.4%
TYPE OF REPORTING PERSON
IN
NAME OF REPORTING PERSON
Michael J. Seaman
I.R.S. IDENTIFICATION NO.
###-##-####
MEMBER OF A GROUP?
(b) X
CITIZENSHIP
U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
SOLE VOTING POWER 0
SHARED VOTING POWER 5000
SOLE DISPOSITIVE POWER 0
SHARED DISPOSITIVE POWER 5000
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5000
AGGREGATE AMOUNT BENEFICIALLY OWNED EXCLUDES CERTAIN SHARES
(yes)
PERCENT OF CLASS REPRESENTED BY AGGREGATE AMOUNT BENEFICIALLY
OWNED
0.0%
TYPE OF REPORTING PERSON
IN
NAME OF REPORTING PERSON
Gregg J. Powers
I.R.S. IDENTIFICATION NO.
###-##-####
MEMBER OF A GROUP?
(b) X
CITIZENSHIP
U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
SOLE VOTING POWER 5000
SHARED VOTING POWER 0
SOLE DISPOSITIVE POWER 5000
SHARED DISPOSITIVE POWER 0
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5000
AGGREGATE AMOUNT BENEFICIALLY OWNED EXCLUDES CERTAIN SHARES
(yes)
PERCENT OF CLASS REPRESENTED BY AGGREGATE AMOUNT BENEFICIALLY
OWNED
0.0%
TYPE OF REPORTING PERSON
IN
NAME OF REPORTING PERSON
SPS Partners, L.P.
I.R.S. IDENTIFICATION NO.
65-0496234
MEMBER OF A GROUP?
(b) X
PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
SOLE VOTING POWER 0
SHARED VOTING POWER 0
SOLE DISPOSITIVE POWER 0
SHARED DISPOSITIVE POWER 210700
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
210700
PERCENT OF CLASS REPRESENTED BY AGGREGATE AMOUNT BENEFICIALLY OWNED
1.7%
TYPE OF REPORTING PERSON
IA
ITEMS 1 - 10 OF GENERAL INSTRUCTIONS
Item 1.
(a)Name of Issuer: Progress Software Corporation
(b)Address of Issuer: 14 Oak Park, Bedford, MA 01730
Item 2.
(a)Name of Person Filing: See Exhibit 1
(b)Address of Person Filing:3003 Tamiami Trail N., Naples, FL 33940
(c)Citizenship: See Exhibit 1
(d)Title of Class of Securities: Common Stock
(e)CUSIP Number: 743312100
Item 3.
The reporting person is filing as an Investment Adviser registered
under section 203 of the Investment Advisers Act of 1940.
Item 4. Ownership
(a)Amount Beneficially Owned: See Exhibit 1
(b)Percent of Class: See Exhibit 1
(c)Number of Shares as to which such person has:
(i)sole power to vote or to direct the vote:
See Exhibit 1
(ii)shared power to vote or to direct the vote:
See Exhibit 1
(iii)sole power to dispose or to direct the disposition of:
See Exhibit 1
(iv)shared power to dispose or to direct the disposition of:
See Exhibit 1
Item 5. Ownership of Five Percent or Less of Class:
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another
Person: N/A
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company: N/A
Item 8. Identification and Classification of Members of the Group:
See Exhibit 1
Item 9. Notice of Dissolution of Group:
N/A
Item 10. Certification:
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired
for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any
transaction having such purposes or effect.
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.
Date: See Exhibit 2
Signature: See Exhibit 2
Name/Title: See Exhibit 2
Exhibit 1
Item 2.
(a) Name of Person Filing
1) Private Capital Management, Inc.
2) *Bruce S. Sherman
3) *Michael J. Seaman
4) *Gregg J. Powers
5) SPS Partners, L.P.
(c)Citizenship
1) Florida
2) U.S.
3) U.S.
4) U.S.
5) Maryland
Item 4.
(a) Amount Beneficially Owned
1) 1824200
2) 2073200
3) 5000
4) 5000
5) 210700
(b) Percent of Class
1) 14.4%
2) 16.4%
3) 0.0%
4) 0.0%
5) 1.7%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
1) 0
2) 33800
3) 0
4) 5000
5) 0
(ii) shared power to vote or to direct the vote
1) 0
2) 4500
3) 5000
4) 0
5) 0
(iii) sole power to dispose or to direct the disposition of
1) 0
2) 33800
3) 0
4) 5000
5) 0
(iv) shared power to dispose or to direct the disposition of
1) 1824200
2) 2073200
3) 5000
4) 0
5) 210700
*Bruce S. Sherman is President of Private Capital Management, Inc.
("PCM") and exercises shared dispositive power with respect to
shares held by it on behalf of its clients. Mr. Sherman is also the
Managing General Partner of SPS Partners, LP ("SPS") which act as
the Investment Advisor for the Entrepreneurial Value Fund, L.P. ("EVF"),
and exercises shared dispositive power with respect to those shares.
Messrs. Seaman and Powers are employee of PCM or affiliates therof and
they (i) do not exercise sole or shared dispositive or voting powers
with respect to shares held by PCM or SPS, (ii) disclaim beneficial
ownership of shares held by Mr. Sherman, PCM and SPS, and (iii)
disclaim, along with Mr. Sherman, the existence of a group.
Exhibit 2
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.
Date: February 14, 1997
______________________________________
Bruce S. Sherman
President of Private Capital Management, Inc.
______________________________________
Bruce S. Sherman
Managing Director of SPS Partners, LLC
______________________________________
Bruce S. Sherman
Individually
______________________________________
Michael J. Seaman
Individually
______________________________________
Gregg J. Powers
Individually