<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
--------
Data Translation Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
238015101
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(CUSIP Number)
Check the following box 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).
Page 1 of 14 Pages<PAGE>
CUSIP No. 238015101 13G Page 2 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Berger Associates, Inc. ID No. 13-2750052
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
305,000
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
305,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
305,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [ ]
N/A
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.0%
12 TYPE OF REPORTING PERSON
IA, CO
Page 2 of 14 Pages<PAGE>
CUSIP No. 238015101 13G Page 3 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Berger Small Company Growth Fund, a Portfolio of
Berger Investment Portfolio Trust ID No. 84-1244357
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
305,000
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
305,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
305,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
N/A
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.0%
12 TYPE OF REPORTING PERSON
IV, 00
Page 3 of 14 Pages<PAGE>
CUSIP No. 238015101 13G Page 4 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kansas City Southern Industries, Inc. ID No. 44-0663509
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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 [X]
Excludes shares beneficially owned by Berger Associates, Inc. as to
which beneficial ownership is disclaimed.
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
12 TYPE OF REPORTING PERSON
HC, CO
Page 4 of 14 Pages<PAGE>
SCHEDULE 13 G Page 5 of 12
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CUSIP No. 238015101 Data Translation Inc.
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Item 1.
(a) Name of Issuer: Data Translation Inc.
(b) Address of Issuer's Principal Executive Offices:
100 Locke Drive
Marlborough, MA 01752-1192
Item 2.
(a) Name of Person Filing:
(1) Berger Associates, Inc.
(2) Berger Small Company Growth Fund, a Portfolio of the
Berger Investment Portfolio Trust
(3) Kansas City Southern Industries, Inc.
(b) Address of Principal Business Office:
(1) Berger Associates, Inc.:
210 University Boulevard, Suite 900
Denver, Colorado 80206
(2) Berger Small Company Growth Fund
210 University Boulevard, Suite 900
Denver, Colorado 80206
(3) Kansas City Southern Industries, Inc.
114 West 11th Street
Kansas City, MO 64105
(c) Citizenship:
(1) Berger Associates, Inc.: Delaware
(2) Berger Small Company Growth Fund: Delaware
(3) Kansas City Southern Industries, Inc.: Delaware
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 238015101
Page 5 of 14 Pages<PAGE>
SCHEDULE 13 G Page 6 of 13
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CUSIP No. 238015101 Data Translation Inc.
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Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
(a) ____ Broker or Dealer registered under Section 15 of the Act
(b) ____ Bank as defined in section 3(a)(6) of the Act
(c) ____ Insurance Company as defined in section 3(a)(19) of the
Act
(d) X Investment Company registered under section 8 of the
---- Investment Company Act/1/
(e) X Investment Adviser registered under section 203 of the
---- Investment Advisers Act of 1940/2/
(f) ____ Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income Security
Act of 1974 or Endowment Fund; see
section 240.13d-1(b)(1)(ii)(F)
(g) X Parent Holding Company, in accordance with section
---- 240.13d-1(b)(1)(ii)(G) (Note: See Item 7)/3/
(h) ____ Group, in accordance with section 240.13d-1(b)(1)(ii)(H)
Item 3. Ownership
(a) Amount Beneficially Owned:
(1) Berger Associates, Inc.: 305,000*
-------
*The filing of this statement shall not be construed as
an admission that Berger Associates, Inc. is, for
purposes of Sections 13(d) or 13(g) of the Securities
Exchange Act of 1934, the beneficial owner of any
securities covered by this statement.
____________________
/1/ Berger Small Company Growth Fund is a Portfolio of the Berger
Investment Portfolio Trust, a Delaware business trust and a
registered investment company.
/2/ Berger Associates, Inc. is a registered investment adviser.
/3/ Kansas City Southern Industries, Inc. ("KCSI") is the parent
holding company of Berger Associates, Inc. KCSI owns approximately
80% of Berger Associates, Inc. and is filing this statement solely
as a result of such stock ownership which may be deemed to give
KCSI control over Berger Associates, Inc.
Page 6 of 14 Pages<PAGE>
SCHEDULE 13 G Page 7 of 12
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CUSIP No. 238015101 Data Translation Inc.
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Berger Associates, Inc. is a registered investment
adviser which furnishes investment advice to five mutual
funds and to individual and institutional clients. The
mutual funds, The One Hundred Fund, Inc., the Berger One
Hundred and One Fund, Inc., dba Berger Growth and Income
Fund, Inc., the Berger Small Company Growth Fund, a
portfolio of the Berger Investment Portfolio Trust, the
New England Star Advisers Fund, a series of New England
Funds Trust I, and the Berger Capital Growth Portfolio,
a series of American Skandia Trust (collectively, the
"Funds") are open-end management investment companies
registered under the Investment Company Act of 1940.
As a result of its role as investment adviser or sub-
adviser to the Funds, Berger Associates, Inc. may be
deemed to be the beneficial owner of securities held by
such funds.
(2) Berger Small Company Growth Fund: 305,000
-------
(3) Kansas City Southern Industries, Inc.: 0*
-------
*Kansas City Southern Industries, Inc. ("KCSI") does not
own of record any shares of Data Translation Inc. Common
Stock, it has not engaged in any transaction in Data
Translation Inc. Common Stock, and it does not exercise
any voting or investment power over shares of Data
Translation Inc. Common Stock. All shares reported
herein have been acquired by Berger Associates, Inc.'s
mutual fund clients and KCSI specifically disclaims
beneficial ownership over any shares of Data Translation
Inc. Common Stock.
Accordingly, the filing of this statement shall not be
construed as an admission that KCSI is, for purposes of
Sections 13(d) or 13(g) of the Securities Exchange Act of
1934, the beneficial owner of any securities covered by
this statement.
Page 7 of 14 Pages<PAGE>
SCHEDULE 13 G Page 8 of 12
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CUSIP No. 238015101 Data Translation Inc.
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(b) Percent of Class:
(1) Berger Associates, Inc.: 4.0%*
---
*The filing of this statement shall not be construed as
an admission that Berger Associates, Inc. is, for
purposes of Sections 13(d) or 13(g) of the Securities
Exchange Act of 1934, the beneficial owner of any
securities covered by this statement.
(2) Berger Small Company Growth Fund: 4.0%
---
(3) Kansas City Southern Industries, Inc. 0.0%**
** See Item 4(a)(3). ---
(c) Number of shares as to which such person has:
(1) Berger Associates, Inc.:
(i) sole power to vote or to direct the vote
0
-------
(ii) shared power to vote or to direct the vote
305,000
-------
(iii) sole power to dispose or to direct the disposition
of
0
-------
(iv) shared power to dispose or to direct the
disposition of
305,000
-------
(2) Berger Small Company Growth Fund:
(i) sole power to vote or to direct the vote
0
-------
(ii) shared power to vote or to direct the vote
305,000
-------
Page 8 of 14 Pages<PAGE>
SCHEDULE 13 G Page 9 of 12
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CUSIP No. 238015101 Data Translation Inc.
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(iii) sole power to dispose or to direct the disposition
of
0
-------
(iv) shared power to dispose or to direct the
disposition of
305,000
-------
(3) Kansas City Southern Industries, Inc.
(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
of
0
-------
(iv) shared power to dispose or to direct the
disposition of
0*
-------
* See Item 4(a)(3).
Item 5. Ownership of Five Percent or Less of a Class
This statement is being filed to report the fact that as of
the date hereof Berger Associates, Inc. and Berger Small
Company Growth Fund have ceased to be the beneficial owners of
more than five percent of the class of securities referenced
herein. [X]
Item 6. Ownership of More than Five Percent on Behalf of Another
Person
N/A
Page 9 of 14 Pages<PAGE>
SCHEDULE 13 G Page 10 of 12
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CUSIP No. 238015101 Data Translation Inc.
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Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company
This statement has been filed jointly by KCSI (parent holding
company) and Berger Associates, Inc. (its registered
investment adviser subsidiary) and information relating to
Berger Associates, Inc. has been included herein.
Item 8. Identification and Classification of Members of the Group
N/A
Item 9. Notice of Dissolution of Group
N/A
Item 10. Certification
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.
Page 10 of 14 Pages<PAGE>
SCHEDULE 13 G Page 11 of 12
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CUSIP No. 238015101 Data Translation Inc.
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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.
BERGER ASSOCIATES, INC.:
February 9, 1996
----------------------------------------
Date
Kevin R. Fay
----------------------------------------
Signature
Kevin R. Fay, Vice President -
Finance and Administration
----------------------------------------
Name/Title
BERGER SMALL COMPANY GROWTH FUND, A
PORTFOLIO OF THE BERGER INVESTMENT
PORTFOLIO TRUST
February 9, 1996
----------------------------------------
Date
Kevin R. Fay
----------------------------------------
Signature
Kevin R. Fay, Vice President,
Secretary and Treasurer
----------------------------------------
Name/Title
Page 11 of 14 Pages<PAGE>
SCHEDULE 13 G Page 12 of 12
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CUSIP No. 238015101 Data Translation Inc.
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KANSAS CITY SOUTHERN INDUSTRIES, INC.
February 9, 1996
----------------------------------------
Date
Dan R. Carpenter
----------------------------------------
Signature
Dan R. Carpenter,
Vice President - Finance and Tax
----------------------------------------
Name/Title
Page 12 of 14 Pages<PAGE>
EXHIBIT INDEX
-------------
Exhibit Document Page No.
A Joint Filing Agreement
Page 13 of 14 Pages
Exhibit A
to
SCHEDULE 13G
Berger Associates, Inc.,
Berger Small Company Growth Fund
and
Kansas City Southern Industries, Inc.
-------------------------------------
Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of
1934, Berger Associates, Inc., a Delaware corporation, the Berger Small
Company Growth Fund, a Portfolio of the Berger Investment Portfolio
Trust, a Delaware business trust, and Kansas City Southern Industries,
Inc., a Delaware corporation, hereby agree that the preceding Schedule
13G is being filed on behalf of each of them.
IN WITNESS WHEREOF, the parties hereto have duly executed this
agreement on this 9th day of February, 1996.
BERGER ASSOCIATES, INC.
Kevin R. Fay
-------------------------------------
Kevin R. Fay
Vice President - Finance and
Administration
BERGER SMALL COMPANY GROWTH
FUND, A PORTFOLIO OF THE BERGER
PORTFOLIO INVESTMENT TRUST
Kevin R. Fay
-------------------------------------
Kevin R. Fay
Vice President, Secretary and
Treasurer
KANSAS CITY SOUTHERN INDUSTRIES, INC.
Dan R. Carpenter
-------------------------------------
Dan R. Carpenter,
Vice President - Finance and Tax
Page 14 of 14 Pages
