OMB APPROVAL
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
OMB Number:        3235-0145
Expires:                                   October 31, 1997
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SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No.     )*
TRIAD SYSTEMS CORPORATION                    
(Name of Issuer)


Common Stock, $.001 Par Value                          
(Title of Class of Securities)


                           895818201                           
(CUSIP Number)

Stephen M. Schultz, Esq., Kleinberg, Kaplan, Wolff & Cohen, P.C.
 551 Fifth Avenue, 18th Floor
 New York, New York  10176, Tel:  (212) 986-6000          
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)


                      January 20, 1997                      
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box .

Check the following box if a fee is being paid with the statement .  (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)

Note:  Six copies of this statement, including all exhibits, should be filed
with the Commission.  See Rule 13d-1(a) for other parties to whom copies are 
to be sent.

*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 7 Pages                                    SCHEDULE 13D

CUSIP No.   895818201         
Page   2   of    7    Pages 
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Elliott Associates, L.P., a Delaware Limited Partnership
2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) 
                                                                             
  
(b) 
3SEC USE ONLY4SOURCE OF FUNDS*
00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 
ITEMS 2(d) or 2(e)                                                           
             
6CITIZENSHIP OR PLACE OF ORGANIZATION

                   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
  1,257,260 

8 SHARED VOTING POWER
  0 

9 SOLE DISPOSITIVE POWER
  1,257,260

10 SHARED DISPOSITIVE POWER
   0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   1,257,260
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   7.05%
14 TYPE OF REPORTING PERSON*
             PN
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

ITEM 1.      Security and Issuer

             This statement relates to the Common Stock, $.001 par value (the
"Common Stock"), of Triad Systems Corporation (the "Issuer").  The Issuer's
principal executive office is located at 3055 Triad Drive, Livermore, California
94550.

ITEM 2.      Identity and Background

             (a)-(c)       The name of the person filing this statement on
Schedule 13D is:  Elliott Associates, L.P., a Delaware limited partnership,
and its wholly-owned subsidiaries ("Elliott").  Paul E. Singer ("Singer") and
Braxton Associates, L.P., a New Jersey limited partnership ("Braxton LP"), 
which is controlled by Singer, are the general partners of Elliott.   


ELLIOTT

The business address of Elliott is 712 Fifth Avenue, 36th Floor, New
York, New York  10019.  

The principal business of Elliott is to purchase, sell, trade and
invest in securities.


     SINGER

     Singer's business address is 712 Fifth Avenue, 36th Floor, New
     York, New York  10019.

     Singer's principal occupation or employment is that of serving
     as general partner of Elliott and Braxton LP.


      BRAXTON LP

      The business address of Braxton LP is 712 Fifth Avenue, 36th
      Floor, New York, New York 10019.

      The principal business of Braxton LP is the furnishing of
      investment advisory services. 

       The names, business addresses, and present principal
       occupation or employment of the general partners of Braxton LP are
       as follows:

        NAME ADDRESS OCCUPATION Paul E. Singer, 712 Fifth Avenue
        36th Floor New York, New York 10019
        General partner of Elliott and Braxton LP
        Braxton Associates, Inc., 712 Fifth Avenue
        36th Floor New York, New York  10019

The principal business of Braxton Associates, Inc. is serving as
general partner of Braxton LP
                   The name, business address, and present principal occupation
             or employment of each director and executive officer of Braxton
             Associates, Inc. are as follows:

             NAME
ADDRESSOCCUPATION  Paul E. Singer
             712 Fifth Avenue
             36th Floor
             New York, New York 10019
General partner of
Elliott and Braxton LP
             (d) and (e)  During the last five years, none of the persons or
entities above has been (i) convicted in a criminal proceeding (excluding 
traffic violations or similar misdemeanors); or (ii) a party to a civil 
proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal
or state securities laws or finding any violation with respect to such laws.  

             (f)  All of the natural persons listed above are citizens of the
United States of America.


ITEM 3.      Source and Amount of Funds or Other Consideration

             The source and amount of funds used by Elliott in making purchases
of the Common Stock beneficially owned by it are set forth below.

                         SOURCE OF FUNDS
 
AMOUNT OF FUNDSMargin accounts maintained at
Merrill Lynch, Pierce, Fenner and
Smith Inc., Broadcort Capital
Corp., Smith Barney, Inc. and Bear,
Stearns & Co. Inc.
$11,993,608.28

ITEM 4.      Purpose of Transaction

             Elliott acquired the Common Stock beneficially owned by it in the
ordinary course of its trade or business of purchasing, selling, trading and
investing in securities.

             Depending upon market conditions and other factors that it may deem
material, Elliott may purchase additional Common Stock or may dispose of all or
a portion of the Common Stock that it now beneficially owns or may hereafter
acquire.

             Elliott has no plans or proposals which relate to or would
result in any of the actions set forth in subparagraphs (a) through (j) of
Item 4.


ITEM 5.      Interest in Securities of the Issuer

             (a)  Elliott owns 1,257,260 shares of Common Stock, representing
7.05% of the class of Common Stock.  

             (b)  Elliott has the power to vote or direct the vote of, and to
dispose or direct the disposition of, the Common Stock beneficially owned by
it. 


             (c)  The following transactions were effected by Elliott during the
past sixty (60) days:



DATE
SECURITYAMOUNT BOUGHT
(SOLD)
PRICE,
EXCLUDING
COMMISSION
TYPE OF
TRANSACTION
12/24/96Common Stock10,000$ 8.875Over-the-
counter (in New
York)
12/27/96Common Stock12,000$ 9.063Over-the-
counter (in New
York)
12/30/96Common Stock22,800$ 9.250Over-the-
counter (in New
York)
12/30/96Common Stock18,000$ 9.205Over-the-
counter (in New
York)
12/31/96Common Stock3,000$ 9.250Over-the-
counter (in New
York)
01/02/97Common Stock3,900$ 9.375Over-the-
counter (in New
York)
01/03/97Common Stock16,900$ 9.382Over-the-
counter (in New
York)
01/03/97Common Stock27,000$ 9.375Over-the-
counter (in New
York)
01/07/97Common Stock1,500$ 9.375Over-the-
counter (in New
York)
01/07/97Common Stock30,000$ 9.550Over-the
counter (in New
York)
01/08/97Common Stock13,000$ 9.563Over the
counter (in New
York)
01/08/97Common Stock 1,800$ 9.438Over-the-
counter (in New
York)
01/08/97Common Stock  360$ 9.250Over-the-
counter (in New
York)
01/09/97Common Stock1,200$ 9.344Over-the-
counter (in New
York)
01/10/97Common Stock25,000$ 9.250Over-the-
counter (in New
York)
01/10/97Common Stock28,500$ 9.323Over-the-
counter (in New
York)
01/10/97Common Stock6,000$ 9.375Over-the-
counter (in New
York)
01/13/97Common Stock18,600$ 9.500Over-the-
counter (in New
York)
01/14/97Common Stock34,000$ 9.500Over-the-
counter (in New
York)
01/14/97Common Stock15,000$ 9.520Over-the-
counter (in New
York)
01/15/97Common Stock18,000$ 9.417Over-the-
counter (in New
York)
01/16/97Common Stock82,500$ 9.250Over-the-
counter (in New
York)
01/16/97Common Stock5,400$ 9.188Over-the-
counter (in New
York)
01/17/97Common Stock25,000$ 9.250Over-the-
counter (in New
York)
01/17/97Common Stock20,000  $ 9.500Over-the-
counter (in New
York)

01/20/97Common Stock21,700$ 9.688Over-the-
counter (in New
York)
01/20/97Common Stock14,900$ 9.625Over-the-
counter (in New
York)
01/20/97Common Stock155,600$ 9.598Over-the-
counter (in New
York)
01/21/97Common Stock121,600$ 9.688Over-the-
counter (in New
York)
01/22/97Common Stock70,000$ 9.688Over-the-
counter (in New
York)
01/22/97Common Stock274,000$ 9.625Privately
negotiated
transaction (in
New York)
01/23/97Common Stock82,500$ 9.688Over-the-
counter (in New
York)
01/23/97Common Stock15,000$ 9.646Over-the-
counter (in New
York)
01/24/97Common Stock62,500$ 9.375Over-the-
counter (in New
York)


             (d)  No person other than Elliott has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the shares of Common Stock beneficially owned by Elliott.  

             (e)  Not applicable.


ITEM 6.      Contracts, Arrangements, Understandings or 
             Relationships With Respect to Securities of the Issuer

             Not applicable.


ITEM 7.      Material To Be Filed As Exhibit

             Not applicable.


                                      SIGNATURE

             After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this 
statement is
true, complete, and correct.

Dated:       January 30, 1997                ELLIOTT ASSOCIATES, L.P.


By:                                                                      
          
                   Paul E. Singer
                   General Partner