Sec Form 4 Filing - LIPKIN JEFFREY A @ QAD INC - 2005-05-24

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person LIPKIN JEFFREY A 2. Issuer Name and Ticker or Trading Symbol QAD INC [ QADI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 6450 VIA REAL 3. Date of Earliest Transaction (MM/DD/YY) 05/24/2005 (Street) CARPINTERIA, CA93013 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 05/24/2005 D( 1 ) 2,000,000 D $ 7.4 1,002,778 I By partnership ( 2 )

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) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LIP KIN JEFFREY A 6450 VIA REAL CARPINTERIA, CA93013 X Signatures Jeffrey A. Lipkin 05/25/2005 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Recovery Equity Investors II, L.P., a Delaware limited partnership ("REI"), and QAD Inc. entered into a sale agreement on May 24, 2005, pursuant to which REI has agreed to sell to QAD Inc. 2,000,000 shares of QAD Inc. common stock for a price of $7.40 per share. The closing of the transaction will take place on May 26, 2005. ( 2 )REI beneficially owns the securities listed above for the purposes of Rule 16a-1(a)(1). Recovery Equity Partners II, L.P., a Delaware limited partnership ("REP"), is the sole general partner of REI, and the reporting person is one of the two general partners of REP. Accordingly, the reporting person may be deemed to beneficially own such securities for purposes of Rule 16a-1(a)(1). The reporting person disclaims beneficial ownership of the securities reported on this Form 4, except to the extent of his pecuniary interest therein, and this Form 4 shall not be deemed an admission that the reporting person is a beneficial owner of such securities for purposes of Section 16 or for any other purpose. The securities as to which the reporting person has a pecuniary interest is significantly less than that set forth above in accordance with Rule 16a-1(a)(1).

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 Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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