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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.: 4
Name of Issuer: GenRad, Inc.
Title of Class of Securities: Common Stock
CUSIP Number: 372447102
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] 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 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
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:
1,971,865
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,971,865
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares
11. Percent of Class Represented by Amount in Row (9)
7.0%
12. Type of Reporting Person
IA
2
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1. Name of Reporting Person
Thomas N. Barr
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:
11,600
6. Shared Voting Power:
None
7. Sole Dispositive Power:
11,600
8. Shared Dispositive Power:
1,971,865
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,983,465
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
3
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1. Name of Reporting Person
Robert A. Bernhard
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:
46,300
6. Shared Voting Power:
None
7. Sole Dispositive Power:
None
8. Shared Dispositive Power:
1,971,865
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,971,865
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares
11. Percent of Class Represented by Amount in Row (9)
7.0%
12. Type of Reporting Person
IN
4
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1. Name of Reporting Person
Robert A. Geddes
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:
1,971,865
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,994,365
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
5
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1. Name of Reporting Person
P. Benjamin Grosscup
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:
11,500
6. Shared Voting Power:
None
7. Sole Dispositive Power:
11,500
8. Shared Dispositive Power:
1,971,865
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,983,365
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
6
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1. Name of Reporting Person
Henry J. Langworthy
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:
8,900
6. Shared Voting Power:
None
7. Sole Dispositive Power:
7,600
8. Shared Dispositive Power:
1,971,865
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,979,465
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
7
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1. Name of Reporting Person
Christine Munn
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:
1,971,865
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,975,365
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
8
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1. Name of Reporting Person
Orson D. Munn
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:
56,401
6. Shared Voting Power:
None
7. Sole Dispositive Power:
None
8. Shared Dispositive Power:
1,971,865
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,971,865
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares
11. Percent of Class Represented by Amount in Row (9)
7.0%
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:
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
10
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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:
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
and are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held 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 12, 1999
_______________________
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 and
are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held 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 12, 1999
_______________________
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 and
are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held 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 12, 1999
_______________________
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 and
are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held 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 12, 1999
_______________________
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 and
are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held 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 12, 1999
________________________
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 and
are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held 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 12, 1999
_______________________
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 and
are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held 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 12, 1999
_______________________
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 and
are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held 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 12, 1999
_______________________
Date
19
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Agreement
The undersigned hereby agree pursuant to the provisions
of Rule 13d-1(k)(1)(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,
February 12, 1999 as an individual
____________________
Date
20
01811001.AD1
