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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
BENTHOS, INC.
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(Name of Issuer)
Common Stock, $.06 2/3 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 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 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ronald K. Church, individually
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)/X/
(b)/ /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
Number of 5 SOLE VOTING POWER
Shares None
Beneficially
Owned by 6 SHARED VOTING POWER
Each 128,250
Reporting
Person 7 SOLE DISPOSITIVE POWER
with None
8 SHARED DISPOSITIVE POWER
128,250
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
128,250
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.4%
12 TYPE OF REPORTING PERSON
IN
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SCHEDULE 13G
CUSIP No. 082641 10 1 Page 3 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ronald K. Church, as trustee of the Ronald K. Church 1996 Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)/X/
(b)/ /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
Number of 5 SOLE VOTING POWER
Shares None
Beneficially
Owned by 6 SHARED VOTING POWER
Each 128,250
Reporting
Person 7 SOLE DISPOSITIVE POWER
with None
8 SHARED DISPOSITIVE POWER
128,250
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
128,250
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.4%
12 TYPE OF REPORTING PERSON
00
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SCHEDULE 13G
CUSIP No. 082641 10 1 Page 4 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nancy O. Church, as trustee of the Ronald K. Church 1996 Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)/X/
(b)/ /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
Number of 5 SOLE VOTING POWER
Shares None
Beneficially
Owned by 6 SHARED VOTING POWER
Each 128,250
Reporting
Person 7 SOLE DISPOSITIVE POWER
with None
8 SHARED DISPOSITIVE POWER
128,250
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
128,250
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.4%
12 TYPE OF REPORTING PERSON
00
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SCHEDULE 13G
CUSIP No. 082641 10 1 Page 5 of 7 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 Persons
(a) The names of the persons filing this Schedule are Ronald K.
Church, individually, and Ronald K. Church and Nancy O.
Church, as trustees of the Ronald K. Church 1996 Trust (the
"Reporting Persons").
(b) The address of the Reporting Persons is 46 Riddle Hill Road,
Falmouth, Massachusetts 02540.
(c) The Reporting Persons are citizens of the United States of
America
(d) The title of the class of securities to which this Schedule
relates is Common Stock, $.06 2/3 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 though 11 of the Cover Pages 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
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Not Applicable
CUSIP No. 082641 10 1 Page 6 of 7 Pages
Item 7 Identification and Classification of Subsidiary, etc.
Not Applicable
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SCHEDULE 13G
CUSIP No. 082641 10 1 Page 7 of 7 Pages
Item 8 Identification and Classification of Members of the Group
This Schedule is being filed on behalf of each of Ronald K. Church,
individually, and Ronald K. Church and Nancy O. Church, as trustees of
the Ronald K. Church 1996 Trust. Under Section 13(d) of the Securities
Exchange Act of 1934, said persons may be deemed to be a "group".
Mr. and Mrs. Church are co-trustees of the trust which was established
by Mr. Church in 1996. The trust instrument provides that it is
revocable by Mr. Church at his sole election.
Item 9 Notice of Dissolution of Group
Not Applicable
Item 10 Certifications
Not Applicable
Signature
After reasonable inquiry and to the best of our knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 10 ,2000
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Date
RONALD K. CHURCH
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Ronald K. Church
RONALD K. CHURCH
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Ronald K. Church, Trustee
NANCY O. CHURCH
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Nancy O. Church, Trustee