KNOWLTON WINTHROP
13F-NT, 2000-12-07
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 13F

       INFORMATION REQUIRED OF INSTITUTIONAL INVESTMENT MANAGERS PURSUANT
           TO SECTION 13(f) OF THE SECURITIES EXCHANGE ACT OF 1934 AND
                                RULES THEREUNDER

        Report for the Calendar Year or Quarter Ended September 30, 2000
                                                      -------------------

(Please read instructions before preparing form.)

If amended report check here:

Winthrop Knowlton
--------------------------------------------------------------------------------
Name of Institutional Investment Manager

Knowlton Brothers, Inc.  530 Fifth Avenue   New York       NY         10036
--------------------------------------------------------------------------------
Business Address         (Street)           (City)       (State)      (Zip)

Winthrop Knowlton                                           212-764-3602
--------------------------------------------------------------------------------
Name, Phone No., and Title of Person Duly Authorized to Submit This Report

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

     The  institutional   investment   manager  submitting  this  Form  and  its
attachments  and the  person  by whom it is  signed  represent  hereby  that all
information  contained therein is true,  correct and complete.  It is understood
that all required items,  statements and schedules are considered integral parts
of this  Form and that  the  submission  of any  amendment  represents  that all
unamended items,  statements and schedules remain true,  correct and complete as
previously submitted.

     Pursuant  to the  requirements  of  Securities  Exchange  Act of 1934,  the
undersigned institutional investment manager has caused this report to be signed
on its  behalf  in the City of New York and State of New York on the 13th day of
November, 2000.

                                      Winthrop Knowlton
                                     ---------------------------------------
                                     (Name of Institutional Investment Manager)

                                      /s/ Winthrop Knowlton
                                     ---------------------------------------
                                     (Manual Signature of Person Duly
                                     Authorized to Submit This Report)

Name and 13F file numbers of ALL Institutional  Investment Managers with respect
to which this schedule is filled (other than the one filing this report):  (List
in alphabetical order).

13F File Numbers will be assigned to  Institutional  Investment  Managers  after
they file their first report.

<TABLE>
<CAPTION>
Name:                             13F File No.:        Name                               13F File No.:
-----                             -------------        ----                               -------------
<S>                               <C>                  <C>                                <C>
1.
  --------------------------      -------------        ---------------------------        -------------

2.
  --------------------------      -------------        ---------------------------        -------------
</TABLE>



<PAGE>

Page 2 of 2

                          Winthrop Knowlton - Form 13F

In accordance with General  Instruction B to Form 13F, the information  required
to be  contained  in this  Form 13F is being  reported  on  behalf  of  Winthrop
Knowlton by Knowlton Brothers, Inc.




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