UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
LYDALL, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
550819106
(CUSIP Number)
December 31, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[X] Rule 13d-1(b)
*The remainder of this 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 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. 550819106
1. Name of Reporting Person
I.R.S. Identification Number of Above Person
(entities only)
STEIN ROE & FARNHAM INCORPORATED
36-3447638
2. Check the appropriate box if a member of a group
(a) -----
(b) -----
3. SEC USE ONLY
4. Citizenship or place of organization
Delaware Corporation
Number of shares beneficially owned by each reporting person
with
5. Sole voting power -0-
6. Shared voting power -0-
7. Sole dispositive power -0-
8. Shared dispositive power -0-
9. Aggregate amount beneficially owned by each reporting
person -0-
10. Check box if the aggregate amount in Row (9) excludes
certain shares not applicable
11. Percent of class represented by amount in Row 9 0.00%
12. Type of Reporting Person IA
CUSIP No. 550819106
1. Name of Reporting Person
I.R.S. Identification Number of Above Person
(entities only)
SR&F SPECIAL PORTFOLIO
36-4112261
2. Check the appropriate box if a member of a group
(a) -----
(b) -----
3. SEC USE ONLY
4. Citizenship or place of organization
Massachusetts Common law Trust
Number of shares beneficially owned by each reporting person
with
5. Sole voting power -0-
6. Shared voting power -0-
7. Sole dispositive power -0-
8. Shared dispositive power -0-
9. Aggregate amount beneficially owned by each reporting
person -0-
10. Check box if the aggregate amount in Row (9) excludes
certain shares not applicable
11. Percent of class represented by amount in Row 9 0.00%
12. Type of Reporting Person IV
Item 1(a). Name of Issuer: LYDALL, INC.
Item 1(b). Address of Issuer's Principal Executive Offices:
One Colonial Road, Box 151
Manchester, Connecticut 06045
Item 2(a). Name of Person Filing:
Stein Roe & Farnham Incorporated, jointly on its
own behalf and on behalf of SR&F Special Portfolio, a
portfolio series of SR&F Base Trust
Item 2(b). Address of Principal Business Office:
One South Wacker Drive
Chicago, IL 60606
Item 2(c). Citizenship: Delaware Corporation
Massachusetts Common law Trust
Item 2(d). Title of Class of Securities: Common Stock
Item 2(e). CUSIP Number 550819106
Item 3. If this statement is filed pursuant to Sec.
240.13d-1(b) or 240.13d-2(b) or (c), check whether the
person filing is a:
(e) [XX] An investment adviser in accordance with
Sec. 240.13d-1(b)(1)(ii)(E)
(d) [XX] Investment company registered under
section 8 of the Investment Company Act of 1940 (15 U.S.C.
80a-8)
Item 4. Ownership:
(a) Amount beneficially owned: -0-
(b) Percent of Class: 0.00%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
-0-
(ii) shared power to vote or to direct the
vote: -0-
(iii) sole power to dispose or to direct the
disposition: -0-
(iv) shared power to dispose or to direct the
disposition: -0-
Item 5. Ownership of Five Percent or Less of a Class:
This report is being filed to reflect beneficial
ownership of less than 5% of the common stock.
Item 6. Ownership of More than Five Percent on Behalf of
Another Person:
Not Applicable
Item 7. Identification and Classification of the Subsidiary
which Acquired the Security Being Reported on by the Parent
Holding Company:
Not Applicable
Item 8. Identification and Classification of Members of the
Group:
Not Applicable
Item 9. Notice of Dissolution of Group:
Not Applicable
Item 10. CERTIFICATION:
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 that purpose or
effect.
SIGNATURE
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.
Date: February 11, 1999
By: Stein Roe & Farnham Incorporated
/s/ Kenneth J. Kozanda
Kenneth J. Kozanda
Senior Vice President & Chief Financial Officer
SR&&F Base Trust on behalf of its series, SR&F
Special Portfolio
/s/ Heidi J. Walter
Heidi J. Walter
Vice President & Secretary
AGREEMENT WITH REGARD TO JOINT FILING OF SCHEDULE 13G
made this 3rd day of February, 1998, by and between STEIN
ROE & FARNHAM INCORPORATED, a Delaware Corporation ("SR&F")
and SR&F BASE TRUST, a Massachusetts common law trust, on
behalf of its series, SR&F SPECIAL PORTFOLIO ("Special
Portfolio")
WITNESSETH:
Whereas, SR&F has investment discretion with respect to the
portfolio investments of Special Portfolio, and may
therefore be considered a "beneficial owner" of such
portfolio investments pursuant to Regulation 13D-G (the
"Regulation") of the Securities and Exchange Commission;
and,
Whereas, Special Portfolio retains voting authority with
regard to its portfolio investments and may therefore also
be considered a "beneficial owner" of such portfolio
investments pursuant to the Regulation; and,
Whereas, due to such multiple definitions of beneficial
ownership, both SR&F and Special Portfolio may be deemed to
have incurred an obligation to report beneficial ownership
of certain of Special Portfolio's portfolio holdings; and,
Whereas, the Regulation authorizes "joint" filing of a
single Schedule 13G when two or more eligible persons incur
an obligation to report with respect to the same securities;
NOW THEREFORE, SR&F Base Trust on behalf of Special
Portfolio and SR&F agree that SR&F shall be authorized to
file a single Schedule 13G, and any necessary amendments
thereto, on behalf of itself and on behalf of Special
Portfolio, with respect to each of Special Portfolio's
holdings as to which such a report must be made.
SR&F BASE TRUST
/s/ Stacy H. Winick, Vice President and Secretary
Attest:
/s/ Nicolette D. Parrish, Assistant Secretary
STEIN ROE & FARNHAM INCORPORATED
/s/ Kenneth J. Kozanda, Senior Vice President
and Chief Financial Officer
/s/ Scott P. Pedersen, Vice President
