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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
BENTHOS, INC.
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(Name of Issuer)
Common Stock, $.0667 par value per share
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(Title of Class of Securities)
082641 10 1
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(CUSIP Number)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[x] 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).
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SCHEDULE 13G
CUSIP No. 082641 10 1 Page 2 of 4 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Samuel O. Raymond
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)/ /
(b)/ /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
Number of 5 SOLE VOTING POWER
Shares 140,305
Beneficially
Owned by 6 SHARED VOTING POWER
Each None
Reporting
Person 7 SOLE DISPOSITIVE POWER
with 137,183
8 SHARED DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
140,305
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES /x/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.4%
12 TYPE OF REPORTING PERSON
IN
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SCHEDULE 13G
CUSIP No. 082641 10 1 Page 3 of 4 Pages
Item 1 Issuer
(a) The name of the issuer is Benthos, Inc. (the "Issuer").
(b) The address of the Issuer's principal executive offices is 49 Edgerton
Drive, N. Falmouth, Massachusetts 02556.
Item 2 Reporting Person
(a) The name of the person filing this Schedule is Samuel O. Raymond (the
"Reporting Person").
(b) The principal business address of the Reporting Person is 49 Edgerton
Drive, N. Falmouth, Massachusetts 02556.
(c) The Reporting Person is a citizen of the United States of America.
(d) The title of the class of securities to which this Schedule relates is
Common Stock, $.0667 par value.
(e) The CUSIP number of this class of securities is
082641 10 1.
Item 3 Type of Reporting Person
Not Applicable
Item 4 Ownership
Reference is made to Items 5 through 11 of the Cover Page of this Schedule.
Item 5 Ownership of Five Percent or Less of a Class
Not applicable
Item 6 Ownership of More than Five Percent on Behalf of Another Person
Not Applicable
Item 7 Identification and Classification of Subsidiary, etc.
Not Applicable
Item 8 Identification and Classification of Members of the Group
Not Applicable
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SCHEDULE 13G
CUSIP No. 082641 10 1 Page 4 of 4 Pages
Item 9 Notice of Dissolution of Group
Not Applicable
Item 10 Certifications
Not Applicable
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.
February 4, 1999
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Date
/s/ Samuel O. Raymond
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Signature
Samuel O. Raymond
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Name
