SEC 1745
(02-02)

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UNITED STATES

OMB APPROVAL

SECURITIES AND EXCHANGE COMMISSION

OMB Number:
3235-0145

Washington, D.C. 20549

Expires: December 31, 2005

SCHEDULE 13G

Estimated average burden hours per response. . 11

[     ]

Rule 13d-1(b)

[ X ]

Rule 13d-1(c)

[     ]

Rule 13d-1(d)

CUSIP No.  552620 20 5

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Canyon Capital Advisors LLC
95-4688436

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
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,655,100

6.

Shared Voting Power
0

7.

Sole Dispositive Power
1,655,100

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,655,100

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [     ]

11.

Percent of Class Represented by Amount in Row (9)
11.4%

12.

Type of Reporting Person (See Instructions)
IA

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Mitchell R. Julis

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
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
1,655,100

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
1,655,100

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,655,100

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [     ]

11.

Percent of Class Represented by Amount in Row (9)
11.4%

12.

Type of Reporting Person (See Instructions)
IN

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Joshua S. Friedman

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
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
1,655,100

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
1,655,100

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,655,100

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [     ]

11.

Percent of Class Represented by Amount in Row (9)
11.4%

12.

Type of Reporting Person (See Instructions)
IN

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
R. Christian B. Evensen

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
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
1,655,100

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
1,655,100

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,655,100

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [     ]

11.

Percent of Class Represented by Amount in Row (9)
11.4%

12.

Type of Reporting Person (See Instructions)
IN

Item 1.

(a)

Name of Issuer
MAI Systems Corporation

(b)

Address of Issuer's Principal Executive Offices
9601 Jeronimo Road
Irvine, California  92618

Item 2.

(a)

Name of Person Filing
This Schedule 13G is being filed on behalf of the following persons*:

(i)

Canyon Capital Advisors LLC (“CCA”)

(ii)

Mitchell R. Julis

(iii)

Joshua S. Friedman

(iv)

R. Christian B. Evensen

CCA is the investment advisor to the following persons:

(i)

Canyon Value Realization Fund, L.P. (“VRF”)

(ii)

The Canyon Value Realization Fund (Cayman), Ltd. (“CVRF”)

(iii)

GRS Partners II (“GRS”)

(iv)

CPI Securities LP (“CPI”)

*

Attached as Exhibit A is a copy of an agreement among the persons filing (as specified hereinabove) that this Schedule 13G is being filed on behalf of each of them.

(b)

Address of Principal Business Office or, if none, Residence
The principal business office of the persons comprising the group filing this Schedule 13G is located at 9665 Wilshire Boulevard, Suite 200, Beverly Hills, CA 90212.

(c)

Citizenship

CCA:

a Delaware limited liability company

VRF:

a California limited partnership

CVRF:

a Cayman Island corporation

GRS:

an Illinois general partnership

CPI:

a California limited partnership

Mitchell R. Julis:

United States

Joshua S. Friedman:

United States

R. Christian B. Evensen:

United States

(d)

Title of Class of Securities
The class of securities beneficially owned by the persons filing this statement is common stock.

(e)

CUSIP Number
552620 20 5

Item 3.

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

Not applicable as this Schedule 13G is filed pursuant to Rule 13d-1(c).

(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 associations 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)

[  ]

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership

The information in items 1 and 5 through 11 on the cover pages (pp. 2 - 5) on this Schedule 13G is hereby incorporated by reference.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:   

(b)

Percent of class:   

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

(ii)

Shared power to vote or to direct the vote   

(iii)

Sole power to dispose or to direct the disposition of   

(iv)

Shared power to dispose or to direct the disposition of   

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

CCA is an investment advisor to various managed accounts, including VRF, CVRF, GRS, and CPI, with the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of the securities held by, such managed accounts.  Messrs. Julis, Friedman and Evensen control entities which own 100% of CCA.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

Item 8.

Identification and Classification of Members of the Group

Not applicable.

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 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.

February 13, 2003

Date

CANYON CAPITAL ADVISORS LLC,

a Delaware limited liability company

/s/ Joshua S. Friedman

Signature

Joshua S. Friedman
Managing Director

Name/Title

/s/ Joshua S. Friedman

Signature

JOSHUA S. FRIEDMAN

Name/Title

/s/ Mitchell R. Julis

Signature

MITCHELL R. JULIS

Name/Title

/s/ R. Christian B. Evensen

Signature

R. CHRISTIAN B. EVENSEN

Name/Title

By:

/s/ Joshua S. Friedman

Name:

Joshua S. Friedman

Title:

Managing Director

/s/ Joshua S. Friedman

/s/ Mitchell R. Julis

/s/ R. Christian B. Evensen