UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)
MLC Holdings, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
55305V-10-7
(CUSIP Number)
February 9, 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:
/_/ Rule 13d-1(b)
/X/ 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 the disclosures provided
in a prior cover page.
The information required in 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).
CUSIP No. 55305V-10-7 Page 1 of 4 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vincent W. Marino
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /_/
(b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE VOTING POWER
372,386
6 SHARED VOTING POWER
N/A
7 SOLE DISPOSITIVE POWER
372,386
8 SHARED DISPOSITIVE POWER
N/A
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
372,386
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
N/A
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.13%
12 TYPE OF REPORTING PERSON
IN SCHEDULE 13G
The information contained herein is filed with respect to the
common stock, par value $0.01 per share, of MLC Holdings, Inc.
by Vincent W. Marino.
Item 1. (a) Name of Issuer: MLC Holdings, Inc.
(b) Address of Issuer's Principal Executive Offices:
11150 Sunset Hills Road, Suite 110, Reston, VA
20190-5321
Item 2. (a) Name of Person Filing: Vincent W. Marino
(b) Address of Principal Business Office or, if none,
Residence: 130 Futura Drive, P.O. Box 479,
Pottstown, PA 19460
(c) Citizenship: United States
(d) Title of Class of Securities: Common Stock, par value $0.01
per share
(e) CUSIP Number: 55305V-10-7
Item 3. If this statement is filed pursuant to Rule 13d-1(b),
or 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
ss.240.13d-1(b)(1)(ii)(E)
(f) /_/ An employee benefit plan or endowment fund in
accordance with ss.240.13d-1(b)(1)(ii)(F)
(g) /_/ A parent holding company, in accordance with
ss.240.13d-1(b)(ii)(G)
(h) /_/ A savings associations as defined in Section
3(b) of the Federal Deposit Insurance Act (12
U.S.C. 1813)
(i) /_/ 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
ss.240.13d-1(b)(1)(ii)(J)
If this statement is filed pursuant to ss.240.13d-1(c),
check this box /X/.
Item 4. Ownership
(a) Amount Beneficially Owned: 372,386
(b) Percent of Class: 6.13%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
372,386
(ii) shared power to vote or to direct the vote:
N/A
(iii) sole power to dispose or to direct the
disposition of: 372,386
(iv) shared power to dispose or to direct the
disposition of: N/A
Instruction. For computations regarding securities
which represent a right to acquire an underlying
security see ss.240.13d-3(d)(1).
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.
N/A
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the
Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the
Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
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.
SIGNATURE
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: March 3, 1998 VINCENT W. MARINO
Vincent W. Marino
The original statement shall be signed by each person
on whose behalf the statement is filed or his
authorized representative. If the statement is signed
on behalf of a person by his authorized representative
other than an executive officer or general partner of
the filing person, evidence of the representative's
authority to sign on behalf of such person shall be
filed with the statement, provided, however, that a
power of attorney for this purpose which is already on
file with the Commission may be incorporated by
reference. The name and any title of each person who
signs the statement shall be typed or printed beneath
his signature.
Attention: Intentional misstatements of omissions
of fact constitute Federal criminal violations
(See 18 U.S.C. 1001)
A:13G-MLC.ED9
