UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1)*


                       Effective Management Systems, Inc.
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                          Common Stock, $.01 par value
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   282017 10 2
    ------------------------------------------------------------------------
                                 (CUSIP Number)


                               December 31, 1998
- --------------------------------------------------------------------------------
            (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)

                         |_| Rule 13d-1(c)

                         |X| 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).









CUSIP No. 282017 10 2                                          Page 2 of 6 Pages




  1        NAMES OF REPORTING PERSONS
           I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
           Michael D. Dunham

  2
           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*           (a)   [ ]
                                                                       (b)   [ ]
           Not applicable.

  3
           SEC USE ONLY

  4
           CITIZENSHIP OR PLACE OF ORGANIZATION


           United States


         NUMBER OF         5          SOLE VOTING POWER

                                      640,300
          SHARES


        BENEFICIALLY       6          SHARED VOTING POWER

                                      0

         OWNED BY


           EACH            7          SOLE DISPOSITIVE POWER

                                      640,300
        REPORTING


          PERSON           8          SHARED DISPOSITIVE POWER

                                      0

           WITH                       




9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

        640,300

10      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) 
        EXCLUDES CERTAIN SHARES*                                             [ ]

        Not applicable.

11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

        15.5%

12      TYPE OF REPORTING PERSON*

        IN

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!
                      INCLUDE BOTH SIDES OF THE COVER PAGE,
                 RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF
                  THE SCHEDULE, AND THE SIGNATURE ATTESTATION.










CUSIP No. 282017 10 2                                          Page 3 of 6 Pages



Item 1(a).       Name of Issuer:
                 Effective Management Systems, Inc.

Item 1(b).       Address of Issuer's Principal Executive Offices:
                 12000 West Park Place
                 Milwaukee, Wisconsin  53224

Item 2(a).       Name of Person Filing:
                 Michael D. Dunham

Item 2(b).       Address of Principal Business Office or, if none, Residence:
                 12000 West Park Place
                 Milwaukee, Wisconsin  53224

Item 2(c).       Citizenship:
                 United States

Item 2(d).       Title of Class of Securities:
                 Common Stock, $.01 par value

Item 2(e).       CUSIP Number:
                 282017 10 2

Item 3.          If this statement is filed pursuant to Rules 13d-1(b), or 
                 13d-2(b), check whether the person filing is a:
                 Not Applicable







CUSIP No. 282017 10 2                                         Page 4 of 6 Pages



Item 4. Ownership:
        (a) Amount Beneficially Owned:
            640,300 shares

        (b) Percent of Class:
            15.5%

        (c) Number of shares as to which such person has:

            (i)   sole power to vote or to direct the vote:              640,300

            (ii)  shared power to vote or to direct the vote:                  0

            (iii) sole power to dispose or to direct the 
                  disposition of:                                        640,300

            (iv)  shared power to dispose or to direct the 
                  disposition of:                                              0

Item 5. Ownership of Five Percent or Less of a Class.
        Not Applicable.

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.







CUSIP No. 282017 10 2                                          Page 5 of 6 Pages



Item 8.  Identification and Classification of Members of the Group.
         Not Applicable.

Item 9.  Notice of Dissolution of Group.
         Not Applicable.

Item 10. Certification.
         Not Applicable.






                                    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.



 Dated February 4, 1999



 /S/Michael D. Dunham
    Michael D. Dunham