SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
Standex International Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
854231107
(CUSIP Number)
Deborah A. Rosen, Standex International Corporation, 6 Manor
Parkway, Salem,
New Hampshire, 03079, 603-893-9701
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and
Communications)
December 31, 1998
(Date of Event which Requires Filing of this Statement)
If filing person has previously filed a statement on
Schedule 13G to report the acquisition which is subject to
this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Schedules filed in paper format shall include asigned
original and five copies for the schedules including all exhibits.
See Rule 240.13d-7(b) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing of 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).
CUSIP No. 854231107
1) Names of reporting persons I.R.S. identification numbers of above
persons (entities only)-Standex International Corporation Employees'
Stock Ownership Trust.
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) /_/
(b) /_/
Not Applicable
3) SEC Use Only
4) Source of Funds SC
5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e) /_/
Not Applicable
6) Citizenship or Place of Organization Boston, Massachusetts
Number of 7) Sole Voting Power 0
Shares Bene-
ficially
Owned by 8) Shared Voting Power 0
Each Report-
ing Person
with 9) Sole Dispositive Power 1,246,121
10) Shared Dispositive Power 0
11) Aggregate Amount Beneficially Owned by each Report Person 1,246,121
12) Check if the Aggregate Amount in Row (11) excludes certain shares /_/
13) Percent of Class Represented by Amount in Row (11) 9.58%
as of December 31, 1998
14) Type of Reporting Person EP
ITEM 1. Security and Issuer.
This statement relates to the Common Stock of Standex
International Corporation, the issuer of such securities,
which has executive offices at 6 Manor Parkway, Salem, New
Hampshire 03079.
ITEM 2. Identity and Background
(a) The Standex International Corporation Employees'
Stock Ownership Trust (the "Trust"), which is filing this
Schedule 13D, is a trust formed in Massachusetts in 1975.
The State Street Bank and Trust Company, located at 225
Franklin Street, Boston, Massachusetts 02101, is the trustee
and Standex International Corporation is the sponsor.
(b) Not Applicable
(c) Not Applicable
(d) The Trust has not, in the last five years, been
convicted in any criminal proceeding nor has it been
subjected to any judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
(e) See (d) above
(f) Not Applicable
ITEM 3. Source and Amount of Funds or Other Considerations
Not Applicable
ITEM 4. Purpose of Transaction
The shares of Standex International Corporation are
being acquired, distributed or disposed of, by the Trust in
order to respectively fund or make distributions to
participants in connection with the Standex International
Corporation Employees' Stock Ownership Plan (the "Plan"),
which is an employee stock ownership plan under Section
401(a) of the Internal Revenue Code. The Trust will
continue to acquire shares of the Common Stock of Standex
International Corporation as funds are made available to it
through contributions by Standex International Corporation.
ITEM 5. Interest in Securities of the Issuer
(a) The Trust beneficially owns 1,246,121 shares of
the Common Stock of Standex International Corporation which
represents 9.58% of the issued and outstanding Common Stock
as of December 31, 1998
(b) the Trustee of the Trust has the sole power to
dispose or direct the disposition of shares from the Trust
but only pursuant to the Standex International Corporation
Employees' Stock Ownership Trust Agreement (the "Trust
Agreement") and the Plan.
Participants in the Plan have the power to vote the
shares allocated to their respective accounts under the
Plan.
(c) Not Applicable
(d) Not Applicable
(e) Not Applicable
ITEM 6. Contracts, Arrangements, Understandings or
Relationships with
Respect to Securities of Issuer
Not Applicable
ITEM 7. Material to be Filed as Exhibits
Not Applicable
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.
Standex International Corporation
Employees'Stock Ownership Trust
By:/s/Deborah A. Rosen
Deborah A. Rosen
for the Administrative Committee
Attention: Intentional misstatements or omissions of
fact constitute Federal criminal violations (see 17 U.S.C.
1001).
