SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
National Education Corporation
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(Name of Issuer)
Common Stock
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(Title of Class and Securities)
635771108
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(CUSIP Number of Class of Securities)
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 page.
The information required in the remainder of this cover page shall
not be deemed to by "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).
SEC 1745 (10-88)
(Continued on following page(s))
CUSIP No. 635771108 13G
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(1) NAMES OF REPORTING PERSONS
Southeastern Asset Management, Inc. I.D. No. 62-0951781
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Tennessee
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:(5) SOLE VOTING POWER
: (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING PERSON --------------------------------
WITH :(6) SHARED VOTING POWER
: None
--------------------------------
:(7) SOLE DISPOSITIVE POWER
(Discretionary Accounts)
: None
--------------------------------
:(8) SHARED DISPOSITIVE POWER
: None
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(Discretionary & Non-discretionary Accounts)
None
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0 %
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(12) TYPE OF REPORTING PERSON
IA
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CUSIP No. 635771108 13G
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(1) NAMES OF REPORTING PERSONS
O. Mason Hawkins I.D. No. ###-##-####
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Citizen of United States
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:(5) SOLE VOTING POWER
: (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING PERSON --------------------------------
WITH :(6) SHARED VOTING POWER
: None
--------------------------------
:(7) SOLE DISPOSITIVE POWER
: None
--------------------------------
:(8) SHARED DISPOSITIVE POWER
: None
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None (See Item 3 )
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES
-------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
-------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON
IN
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Item 1.
(a). Name of Issuer: National Education Corporation
("Issuer")
(b). Address of Issuer's Principal Executive Offices:
18400 Von Karman Avenue
Irvine, CA 92715-1594
Item 2.
(a) and (b). Names and Principal Business Addresses of
Persons Filing:
(1). Southeastern Asset Management, Inc.
6075 Poplar Ave., Suite 900
Memphis, TN 38119
(2). Mr. O. Mason Hawkins
Chairman of the Board and C.E.O.
Southeastern Asset Management, Inc.
6075 Poplar Ave. Suite 900
Memphis, TN 38119
(c). Citizenship:
Southeastern Asset Management, Inc. - A Tennessee
corporation
Mr. O. Mason Hawkins - U.S. Citizen
(d). Title of Class of Securities: Common Stock, (the
"Securities").
(e). Cusip Number: 635771108
Item 3. If this statement is filed pursuant to Rules 13d-1
(b) or 13d-2 (b), check whether the person filing is a:
(e). Investment Advisor registered under Section 203 of
the Investment Advisers Act of 1940.
(g). Parent Holding Company. This statement is also
being filed by Mr. O. Mason Hawkins, Chairman of
the Board and Chief Executive Officer of
Southeastern Asset Management, Inc. in the event he
could be deemed to be a controlling person of that
firm as the result of his official positions with
or ownership of its voting securities. The
existence of such control is expressly disclaimed.
Item 4. Ownership: None
Item 5. Ownership of Five Percent or Less of a Class: This
Amendment No. 1 is being filed to report the
ownership of 5% or less of the Class.
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 acquired in
the ordinary course of business and were not acquired for the
purpose 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 purposes or effect.
Signatures
After reasonable inquiry and to the best of the knowledge and
belief of the undersigned, the undersigned certifies that the
information set forth in this statement is true, complete and
correct. Dated September 7, 1995
Southeastern Asset Management, Inc. O. Mason Hawkins
Individually
By /s/ Charles D. Reaves
/s/ O. Mason Hawkins
Charles D. Reaves
Vice President and
General Counsel
Joint Filing Agreement
In accordance with Rule 13d-1(f) under the Securities Exchange Act
of 1934, the persons or entities named below agree to the joint
filing on behalf of each of them of this Schedule 13G with respect
to the Securities of the Issuer and further agree that this joint
filing agreement be included as an exhibit to this Schedule 13G. In
evidence thereof, the undersigned hereby execute this Agreement as
of the 7th day of September, 1995.
Southeastern Asset Management, Inc. O. Mason Hawkins
Individually
By /s/ Charles D. Reaves /s/ O. Mason Hawkins
Charles D. Reaves
Vice President and
General Counsel
