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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.: 3
Name of Issuer: GenRad, Inc.
Title of Class of Securities: Common Stock
CUSIP Number: 372447102
Check the following line 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 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).
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Munn, Bernhard & Associates, Inc.
Tax ID: 13-3139625
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Citizenship or Place of Organization
New York
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
None
6. Shared Voting Power:
None
7. Sole Dispositive Power:
None
8. Shared Dispositive Power:
1,914,534
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,914,534
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares
11. Percent of Class Represented by Amount in Row (9)
7.1%
12. Type of Reporting Person
IA
2
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Thomas N. Barr
Tax ID: ###-##-####
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Citizenship or Place of Organization
U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
10,700
6. Shared Voting Power:
None
7. Sole Dispositive Power:
10,700
8. Shared Dispositive Power:
1,914,534
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,925,234
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares
11. Percent of Class Represented by Amount in Row (9)
7.2%
12. Type of Reporting Person
IN
3
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Robert A. Bernhard
Tax ID: ###-##-####
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Citizenship or Place of Organization
U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
12,500
6. Shared Voting Power:
None
7. Sole Dispositive Power:
None
8. Shared Dispositive Power:
1,914,534
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,914,534
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares
11. Percent of Class Represented by Amount in Row (9)
7.1%
12. Type of Reporting Person
IN
4
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Robert A. Geddes
Tax ID: ###-##-####
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Citizenship or Place of Organization
U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
22,500
6. Shared Voting Power:
None
7. Sole Dispositive Power:
22,500
8. Shared Dispositive Power:
1,914,534
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,937,034
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares
11. Percent of Class Represented by Amount in Row (9)
7.2%
12. Type of Reporting Person
IN
5
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
P. Benjamin Grosscup
Tax ID: ###-##-####
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Citizenship or Place of Organization
U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
12,000
6. Shared Voting Power:
None
7. Sole Dispositive Power:
12,000
8. Shared Dispositive Power:
1,914,534
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,926,534
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares
11. Percent of Class Represented by Amount in Row (9)
7.2%
12. Type of Reporting Person
IN
6
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Henry J. Langworthy
Tax ID: ###-##-####
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Citizenship or Place of Organization
U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
5,700
6. Shared Voting Power:
None
7. Sole Dispositive Power:
4,400
8. Shared Dispositive Power:
1,914,534
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,918,934
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares
11. Percent of Class Represented by Amount in Row (9)
7.2%
12. Type of Reporting Person
IN
7
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Christine Munn
Tax ID: ###-##-####
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Citizenship or Place of Organization
U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
3,500
6. Shared Voting Power:
None
7. Sole Dispositive Power:
3,500
8. Shared Dispositive Power:
1,914,534
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,918,034
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares
11. Percent of Class Represented by Amount in Row (9)
7.2%
12. Type of Reporting Person
IN
8
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Orson D. Munn
Tax ID: ###-##-####
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Citizenship or Place of Organization
U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
40,001
6. Shared Voting Power:
None
7. Sole Dispositive Power:
None
8. Shared Dispositive Power:
1,914,534
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,914,534
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares
11. Percent of Class Represented by Amount in Row (9)
7.1%
12. Type of Reporting Person
IN
9
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Item 1(a) Name of Issuer: GenRad, Inc.
(b) Address of Issuer's Principal Executive Offices:
7 Technology Park Drive
Westford, MA 01886-0033
Item 2(a) Name of Person Filing:
Munn, Bernhard & Associates, Inc.
and Orson D. Munn, Robert A. Bernhard, Robert A. Geddes,
Henry J. Langworthy, Thomas N. Barr, P. Benjamin
Grosscup and Christine Munn
(b) Address of Principal Business Office:
6 East 43rd Street
New York, New York 10017
(c) Citizenship
Incorporated by reference to Item 4 of the cover page
pertaining to each reporting person.
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 372447102
Item 3. The person filing is:
(e) an investment adviser registered under Section 203 of
the Investment Advisers Act of 1940.
Item 4. Ownership.
The information in rows 5 through 9 and 11 on each cover
page of this Schedule 13G is incorporated herein by
reference.
Item 5. Ownership of Five Percent or Less of a Class.
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Accounts managed on a discretionary basis by Munn,
Bernhard & Associates, Inc. are known to have the right
to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the
common stock of the Issuer. No such account holds more
than five percent of the class.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported by the Parent
Holding Company.
10
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N/A
Item 8. Identification and Classification of Members of the
Group.
N/A
Item 9. Notice of Dissolution of the Group.
N/A
Item 10. Certification.
11
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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 of 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.
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.
Munn, Bernhard & Associates, Inc.
By: /s/ Gerald Rosenberg
_______________________
Name: Gerald Rosenberg
Title: Vice President
February 11, 1998
____________________
Date
12
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By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above on the cover
page of this Schedule 13G applicable to me were acquired in
the ordinary course of business and were not acquired for
the purpose of 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.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information regarding me set
forth in this statement is true, complete and correct.
/s/ Thomas N. Barr
_______________________
Thomas N. Barr,
as an individual
February 11, 1998
____________________
Date
13
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By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above on the cover
page of this Schedule 13G applicable to me were acquired in
the ordinary course of business and were not acquired for
the purpose of 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.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information regarding me set
forth in this statement is true, complete and correct.
/s/ Robert A. Bernhard
________________________
Robert A. Bernhard,
as an individual
February 11, 1998
____________________
Date
14
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By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above on the cover
page of this Schedule 13G applicable to me were acquired in
the ordinary course of business and were not acquired for
the purpose of 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.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information regarding me set
forth in this statement is true, complete and correct.
/s/ Robert A. Geddes
________________________
Robert A. Geddes,
as an individual
February 11, 1998
____________________
Date
15
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By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above on the cover
page of this Schedule 13G applicable to me were acquired in
the ordinary course of business and were not acquired for
the purpose of 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.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information regarding me set
forth in this statement is true, complete and correct.
/s/ P. Benjamin Grosscup
________________________
P. Benjamin Grosscup,
as an individual
February 11, 1998
____________________
Date
16
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By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above on the cover
page of this Schedule 13G applicable to me were acquired in
the ordinary course of business and were not acquired for
the purpose of 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.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information regarding me set
forth in this statement is true, complete and correct.
/s/ Henry J. Langworthy
________________________
Henry J. Langworthy,
as an individual
February 11, 1998
____________________
Date
17
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By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above on the cover
page of this Schedule 13G applicable to me were acquired in
the ordinary course of business and were not acquired for
the purpose of 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.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information regarding me set
forth in this statement is true, complete and correct.
/s/ Christine Munn
________________________
Christine Munn,
as an individual
February 11, 1998
____________________
Date
18
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By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above on the cover
page of this Schedule 13G applicable to me were acquired in
the ordinary course of business and were not acquired for
the purpose of 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.
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.
/s/ Orson D. Munn
________________________
Orson D. Munn,
as an individual
February 11, 1998
____________________
Date
19
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Agreement
The undersigned hereby agree pursuant to the provisions of
Rule 13d-1(f)(iii) under the Securities and Exchange Act of 1934
that the Schedule 13G to which this Agreement is attached is
filed on behalf of each of the undersigned.
Munn, Bernhard & Associates, Inc.
By: /s/ Gerald Rosenberg /s/ Thomas N. Barr
__________________________ _______________________
Name: Gerald Rosenberg Thomas N. Barr,
Title: Vice President as an individual
/s/ Robert A. Bernhard
________________________
Robert A. Bernhard,
as an individual
/s/ Robert A. Geddes
________________________
Robert A. Geddes,
as an individual
/s/ P. Benjamin Grosscup
________________________
P. Benjamin Grosscup,
as an individual
/s/ Henry J. Langworthy
________________________
Henry J. Langworthy,
as an individual
/s/ Christine Munn
________________________
Christine Munn,
as an individual
/s/ Orson D. Munn
________________________
Orson D. Munn,
as an individual
February 11, 1998
____________________
Date
20
01811001.AC3
