UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Barringer Technologies Inc.
____________________
(Name of Issuer)
Common Stock, $.01 Par Value
__________________________
(Title of Class of Securities)
068509603
______________
(CUSIP Number)
Check the following box if a fee is being paid with this statement
[ ]. (A fee is not required only if the filing person: (1) has a
previous statement on file reporting beneficial ownership of more than
five percent of the class of securities described in Item 1; and
(2) has filed no amendment subsequent thereto reporting beneficial
ownership of five percent or less of such class.) (See Rule 13d-7.)
*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 the disclosures provided in a prior
cover page.
The information required in the remainder of the cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Secur-
ities 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).
(Continued on following page(s))
Page 1 of 11 Pages
CUSIP No. 068509603 13G Page 2 of 11
(1) NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William D. Witter, Inc.
F13-2879276
_____________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
_____________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
One Citicorp Center
153 East 53rd Street
New York, New York 10022-4611
NUMBER OF (5) SOLE VOTING POWER 756,800
SHARES ------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER 80,000
OWNED BY ------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER 836,800
REPORTING ------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER None
_____________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
836,800
_____________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
_____________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.3%
_____________________________________________________________________
(12) TYPE OF REPORTING PERSON
IA
CUSIP No. 068509603 13G Page 3 of 11
(1) NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William D. Witter
###-##-####
_____________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
_____________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
One Citicorp Center
153 East 53rd Street
New York, New York 10022-4611
_____________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER 756,800
SHARES -----------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER 80,000
OWNED BY -----------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER 836,800
REPORTING -----------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER None
_____________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
836,800
_____________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
_____________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.3%
_____________________________________________________________________
(12) TYPE OF REPORTING PERSON
IN
CUSIP No. 068509603 13G Page 4 of 11
(1) NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Penfield Partners, L.P. ("The Fund")
F13-3494422
_____________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
_____________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER 80,000
SHARES -----------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER None
OWNED BY -----------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER 80,000
REPORTING -----------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER None
_____________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
80,000
_____________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
_____________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.1%
_____________________________________________________________________
(12) TYPE OF REPORTING PERSON
IV
CUSIP No. 068509603 13G Page 5 of 11
(1) NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Pine Creek Advisers, L.P. ("Pine Creek")
F13-3749534
_____________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
_____________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER None
SHARES -----------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER None
OWNED BY -----------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER 80,000
REPORTING -----------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER None
_____________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
80,000
_____________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
_____________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.1%
_____________________________________________________________________
(12) TYPE OF REPORTING PERSON
IA
Page 6 of 11
Item 1.
[a] Name of Issuer: Barringer Technologies Inc.
[b] Address of Issuer's Principal Executive Offices:
30 Technology Drive
Warren, New Jersey 07059
Item 2.
[a] Name of Person Filing; Address of Principal Business Office;
and Place of Organization:
This statement is filed on behalf of (i) William D. Witter, Inc.
("Witter, Inc."), (ii) William D. Witter, (iii) Penfield Partners,
L.P., a Delaware limited partnership (the "Fund"), and (iv) Pine
Creek Advisers Limited Partnership, a Delaware Limited Partnership
("Pine Creek"). Each of the foregoing is hereinafter individually
referred to as a "Reporting Person" and collectively as the
"Reporting Persons." The principal office and business address of
the Reporting Persons is 153 East 53rd Street, 51st Floor, New York,
New York 10022. The business of the Fund is to acquire, purchase,
invest in, sell, convey, transfer, exchange and otherwise trade in
principally equity and equity related securities. Pine Creek is a
general partner of and investment adviser to the Fund. Pine Creek is
registered as an investment adviser under the Investment Advisers Act
of 1940, as amended. The principal business of Pine Creek is to act
as a general partner of and investment adviser to the Fund.
Witter, Inc. is the sole General Partner of Pine Creek. Witter, Inc.
is a New York corporation registered as an investment adviser under
the Advisers Act of 1940 and also serves as the investment adviser to
institutional and individual clients. William D. Witter is the
President and 98.6% shareholder of Witter, Inc. Mr. Witter is also
an Individual General Partner of the Fund and is principally respon-
sible for the selection, acquisition and disposition of the portfolio
securities by Witter, Inc. on behalf of Pine Creek and the Fund.
Page 7 of 11
[b] Title of Class of Securities: Common Stock
[c] CUSIP Number: 068509603
Item 3. This Schedule is being filed pursuant to Rule 13d-1(b):
[a] ( ) Broker or Dealer registered under Section 15 of the
Act
[b] ( ) Bank as defined in Section 3(a)(6) of the Act
[c] ( ) Insurance Company as defined in Section 3(a)(19) of
the Act
[d] (XX) Investment Company registered under Section 8 of the
Investment Company Act
[e] (XX) Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940
[f] ( ) Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see
$240 13d-1(b)(1)(ii)(F)
[g] ( ) Parent Holding Company, in accordance with
$ 240 13d-1(b)(ii)(G)
[h] ( ) Group, in accordance with $ 240 13d-1(b)(1)(ii)(H)
See Exhibit A attached hereto.
Item 4. Ownership:
[a] Amount Beneficially Owned:
836,800 shares of Common Stock are beneficially owned by Witter, Inc.
and William D. Witter. This amount is composed of 80,000 shares owned
by the Fund and 756,800 shares owned by William D. Witter, Inc.
Page 8 of 11
[ b] Percent of Class:
10.2% of the Common Stock is beneficially owned by Witter, Inc. and
William D. Witter. 1.1% of the Common Stock is owned by the Fund and
Pine Creek.
[c] Number of Shares as to Which such Person has Rights to Vote
and/or Dispose of Securities:
William D. Witter, Inc. has the sole power to vote or direct the vote
of 756,800 shares. William D. Witter has the sole power to vote or to
direct the vote of 756,800 shares by virtue of being the President and
primary owner of Witter, Inc. William D. Witter has shared power to
vote or to direct the vote of 80,000 shares by virtue of being an
Individual General Partner of the Fund. The Fund has the sole power
to vote to direct the vote and to dispose or to direct the disposi-
tion of all securities reported hereby which are beneficially owned by
the Fund (80,000). Witter, Inc., William D. Witter and Pine Creek
have the sole power to dispose or to direct the disposition of all
securities reported hereby which are beneficially owned respectively
by Witter, Inc., William D. Witter and Pine Creek.
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:
The 756,800 shares owned directly by Witter, Inc. are held on behalf
of various clients of the firm. These clients have the right to
receive or power to direct the receipt of dividends from, or the
proceeds, from the sale of, such securities.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
See Exhibit A attached hereto.
Page 9 of 11
Item 8. Identification and Classification of Members of a Group: N/A
Item 9. Notice of Dissolution of Group: N/A
Item 10.Certification:
Each of the undersigned certifies that, to the best of his knowledge
and belief, the securities referred to above were acquired in the
ordinary course of business and were acquired for the purpose of and
do not have the effect of changing or influencing the control of
the issuer of such securities and were not acquired in connection with
or as a participant in any transaction having such purpose or effect.
Page 10 of 11
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
Dated: June 8, 1999
_______________
WILLIAM D. WITTER, INC.
By:/s/ William D. Witter
William D. Witter
President
PENFIELD PARTNERS, L.P.
By:/s/ William D. Witter
William D. Witter
Individual General Partner
PINE CREEK ADVISERS
LIMITED PARTNERSHIP
By:/s/ William D. Witter
William D. Witter
General Partner
Page 11 of 11
EXHIBIT A
This Exhibit explains the relationship between the Reporting Persons.
William D. Witter, Inc. is a New York corporation registered as an
investment adviser under the Advisers Act, and the Sole General
Partner of Pine Creek Advisers Limited Partnership. Witter, Inc.
serves as an investment adviser for individuals and institutions.
William D. Witter is the President of William D. Witter, Inc. and
serves as an Individual General Partner to the Fund. Pine Creek is
registered as an investment adviser under the Advisers Act of 1940.
Witter, Inc. is the Sole General Partner and Jeffrey E. Schuss is the
Sole Limited Partner of Pine Creek.
