UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities and Exchange Act of 1934
(Amendment No. 2 )
Name of Issuer: Hein-Werner Corp.
Title of Class of Securities: Common
Cusip Number: 423002104
Name, Address and Telephone Number of Person authorized to
receive notices and communications: Kenneth E. Leopold,
Senior Attorney, c/o Neuberger &Berman, 605 Third Avenue,
NY, NY 10158
Date of Event which requires Filing of this statement: May
1, 1998
If the filing person has previously filed a statement on
schedule 13g to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box
* 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).
SCHEDULE 13 D
CUSIP NO. 423002104
1.Name of Reporting Person
S.S. or IRS identification NO. of Above Person
Marvin Schwartz
SS # ###-##-####
2.Check the appropriate box if a member of a group*
a
b
3. Sec use only
4.Source of funds*
P.F.O.O.
5.Check Box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e)
6. Citizenship or place of organization
U.S.A.
7. Sole Voting Power
47,150
8.Shared voting power
0
9.Sole dispositive power
47,150
10. Shared dispositive power
195,668
11. Aggregate amount beneficially owned by each reporting
person
242,818
12.Check box if the aggregate amount in row 11 excludes
certain shares*
13. Percent of class represented by amount in row 11.
8.35%
14.Type of reporting person*
IN
ITEM 1 Security and Issuer
This statement related to the common stock (the "Shares") of
Hein-Werner Corp. (the "Company"). The Address of the
principal executive offices of the company is 2120 N.
Pewaukee Rd. P.O. Box 16006, Waukisha, WI 53188-2404.
ITEM 2 Identity and Background
A) The name of the individual filing this statement is
Marvin Schwartz.
B) The business address of Marvin Schwartz is: c/o Neuberger
& Berman, LLC, 605 Third Avenue, New York, New York 10158-
3698.
C) Marvin Schwartz is a Principal of Neuberger & Berman,
LLC ("N&B"), a limited liability company organized under the
laws of the State of Delaware. N&B is a registered
broker/dealer and registered investment advisor which
conducts a general brokerage, dealer and investment
advisory business. This filing is made by Mr. Schwartz
individually and not in his capacity as Principal of N&B.
The shares are held individually by Mr. Schwartz and others.
The firm of N&B has no voting or dispositive power regarding
these shares.
D) During the last five years Marvin Schwartz has not been
convicted in a criminal proceeding(excluding traffic
violations or similar misdemeanors).
E) During the last five years Marvin Schwartz has not been a
party to a civil proceeding as a result of which he is
subject to judgement, decree or order enjoining future
violations of or prohibiting or mandating activited subject
to Federal or State securities laws or finding any violation
with respect to such laws.
F) Marvin Schwartz is a United States citizen.
ITEM 3 Source and Amounts of Funds
Marvin Schwartz now owns 47,150 shares for his personal
account since the transactions reported in Mr. Schwartz's
original Schedule 13D. Those shares acquired were purchased
with his personal funds.
In addition, Marvin Schwartz now beneficially owns 195,668
shares as follows:
195,668 shares are held in street name as a part of several
accounts for the benefit of Marvin Schwartz's family. Marvin
Schwartz is a beneficial owner of these 195,668 shares based
on his discretionary and shared disposistive power over
these accounts.
ITEM 4 Purpose of Transaction
Marvin Schwartz purchased the shares for investment purposes
only. He does not have any plans or proposals which relate
to or would result in any of the activities or matters
referred to in paragraphs (a) through (j), inclusive of item
4 of Schedule 13D.
ITEM 5 Interest in Securities of the Issuer
A) Marvin Schwartz is the beneficial owner of 242,818 shares
which represents 8.35% of the 2,908,899 shares outstanding.
B) Marvin Schwartz has the sole power to dispose of 47,150
shares and has shared dispositive power with regard to
195,668 shares. Marvin Schwartz has sole voting power with
regard to 47,150 shares and has shared voting power with
regard to 0 shares.
C) During the 60 days surrounding the event triggering this
filing, Marvin Schwartz effected 3 open market transactions
in the shares. The trade dates and prices are noted below:
Trade Date B/S Shares Price
04/30/98 S 5,375 12.5625
05/01/98 S 25,725 12.5
05/01/98 S 2,500 1.5
ITEM 6 Contracts, Agreements, Understandings or Relationship
with Respect to
Securities of Issuer
There are no agreements, contracts or understandings of any
kind between Marvin Schwartz and any other person with
regard to the shares or the issuer.
ITEM 7 Material to be filed as Exhibits
There are no materials to be filed as exhibits.
Certification
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above 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 that purpose or effect.
Signatures
After reasonable inquiry and to the best of his knowledge
and belief, the undersigned certifies that the information
set forth in this statement is true, complete and correct.
Dated:
Marvin Schwartz
