OMB APPROVAL

							OMB Number:3235-0145
							Expires:  August 31, 1999
							Estimated average burden
							hours per response 14.90

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

						SCHEDULE 13G

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

					Programmer's Paradise, Inc.
					  (Name of Issuer)

						Common Stock
				(Title of Class of Securities)

						  743205106
						(CUSIP Number)

						September 1, 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:

					/ X /	Rule 13d-1(b)
					/___/	Rule 13d-1(c)
					/___/	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).

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 control number.
SEC 1745 (3-98)			Page 1 of 7

 
CUSIP No. 743205106						Page 2 of 7 Pages

- ----------------------------------------------------------------
1	NAME OF REPORTING PERSONS
	IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Matador Capital Management Corporation
- ----------------------------------------------------------------
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a)/ X /
	(b)/   /
- ----------------------------------------------------------------
3	SEC USE ONLY

- ----------------------------------------------------------------
4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware
- ----------------------------------------------------------------
	  NUMBER OF	5	SOLE VOTING POWER
	   SHARES			202,100
	BENEFICIALLY		---------------------------------------
	  OWNED BY		6	SHARED VOTING POWER
	    EACH			285,400
	 REPORTING		---------------------------------------
	   PERSON		7	SOLE DISPOSITIVE POWER
	    WITH			202,100
					---------------------------------------
				8	SHARED DISPOSITIVE POWER
					285,400
- ----------------------------------------------------------------
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	487,500
- ----------------------------------------------------------------
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See 
Instructions)

- ----------------------------------------------------------------
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	10.1
- ----------------------------------------------------------------
12	TYPE OF REPORTING PERSON (See Instructions)
	CO, IA
- ----------------------------------------------------------------

 
CUSIP No. 743205106						Page 3 of 7 Pages

- ----------------------------------------------------------------
1	NAME OF REPORTING PERSONS
	IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Jeffrey A. Berg
- ----------------------------------------------------------------
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a)/ X /
	(b)/   /
- ----------------------------------------------------------------
3	SEC USE ONLY

- ----------------------------------------------------------------
4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States
- ----------------------------------------------------------------
	  NUMBER OF	5	SOLE VOTING POWER
	   SHARES			202,100
	BENEFICIALLY		---------------------------------------
	  OWNED BY		6	SHARED VOTING POWER
	    EACH			285,400
	 REPORTING		---------------------------------------
	   PERSON		7	SOLE DISPOSITIVE POWER
	    WITH			202,100
					---------------------------------------
				8	SHARED DISPOSITIVE POWER
					285,400
- ----------------------------------------------------------------
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	487,500
- ----------------------------------------------------------------
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See 
Instructions)

- ----------------------------------------------------------------
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	10.1
- ----------------------------------------------------------------
12	TYPE OF REPORTING PERSON (See Instructions)
	IN
- ----------------------------------------------------------------

 
CUSIP No. 743205106				13G			Page 4 of 7 Pages

ITEM 1.

     (a)  The name of the issuer is Programmer's Paradise, Inc.
		(the "Issuer").

     (b)  The principal executive office of the Issuer is located at
		1163 Shrewsbury Avenue, Shrewsbury, NJ 07702.


ITEM 2.

     (a)  The names of the persons filing this statement are
		Matador Capital Management Corporation ("MCMC") and
		Jeffrey A. Berg ("Berg") (collectively, the "Filers").

     (b)  The principal business office of the Filers is located at
		200 1st Avenue North, Suite 203, St. Petersburg, FL 33701.

     (c)  See Item 4 of the cover sheet for each Filer.

     (d)  This statement relates to shares of common stock of the Issuer
		(the "Stock").

     (e)  The CUSIP number of the Stock is 743205106.


 

CUSIP No. 743205106				13G			Page 5 of 7 Pages

ITEM 3.  If this statement is filed pursuant to rule 240.13d-1(b) or 
240.13d-2(b) or (c), check whether the person filing is a:

	(a)	___	Broker or dealer registered under section 15 of the Act (15 
U.S.C. 78o).

	(b)	___	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 
78c).

	(c)	___	Insurance company as defined in section 3(a)(19) of the Act 
(15 U.S.C. 78c).

	(d)	___	Investment company registered under section 8 of the 
Investment Company Act of 1940 (15 U.S.C. 80a-8).

	(e)	___	An investment adviser in accordance with 240.13d-
1(b)(1)(ii)(E).

	(f)	___	An employee benefit plan or endowment fund in accordance 
with 240.13d-1(b)(1)(ii)(F).

	(g)	___	A parent holding company or control person in accordance 
with 240.13d-1(b)(1)(ii)(G)

	(h)	___	A savings association as defined in section 3(b) of the 
Federal Deposit Insurance Act (12 U.S.C. 1813).

	(i)	___	A church plan that is excluded from the definition of an 
investment company under section 3(c)(14) of the Investment Company Act of 
1940 (15 U.S.C. 80a-3).

	(j)	XX	Group, in accordance with section 240.13d-1(b)(1)(ii)(J)




CUSIP No. 743205106				13G			Page 6 of 7 Pages

ITEM 4.  OWNERSHIP

See Items 5-9 and 11 on the cover sheet for each Filer.


ITEM 5.  OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

If this statement is being filed to report the fact that as of the date 
hereof the reporting person has ceased to be the beneficial owner of more 
than five percent of the class of securities, check the following /___/.


ITEM 6.  OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

MCMC is a registered investment adviser whose clients have the right to 
receive or the power to direct the receipt of dividends from, or the 
proceeds from the sale of, the Stock.  No individual client's holdings of 
the Stock are more than five percent of the outstanding Stock.

 

CUSIP No. 743205106				13G			Page 7 of 7 Pages


ITEM 7.  IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED 
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

Not applicable.

ITEM 8.  IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

MCMC is a registered investment adviser.  Berg is MCMC's controlling 
shareholder.

ITEM 9.  NOTICE OF DISSOLUTION OF GROUP

Not applicable.

ITEM 10.  CERTIFICATION

By signing below I certify that, to the best of my knowledge and belief, 
the securities referred to above were acquired and are held in the ordinary 
course of business and were not acquired and are not held for the purpose 
of or with the effect of changing or influencing the control of the issuer 
of the securities and were not acquired and are not held in connection with 
or as a participant in any transaction having that purpose or effect.

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


MATADOR CAPITAL MANAGEMENT CORPORATION

By:	/s/ Jeffery A. Berg
	Jeffrey A. Berg, President



/s/ Jeffery A. Berg
Jeffrey A. Berg



BLD/4267-002/1027647