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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Nobel Education Dynamics, Inc.
(Name of Issuer)
Common Stock, $0.001 Par Value
(Title of Class of Securities)
65488410
(CUSIP Number)
Lisel M. Mittelholzer, Testa, Hurwitz & Thibeault,
125 High Street, Boston, MA (617) 248-7785
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 18, 1995
(Date of Event which Requires Filing of this Statement)
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 ___.
Check the following box if a fee is being paid with the
statement ___. (A fee is not required only if the reporting
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.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for
other parties to whom copies are to be sent.
*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 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).
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SCHEDULE 13D
CUSIP NO. 65488410 Page 2 of 3 Pages
______________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Martin G. Chilek ###-##-####
______________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ___
(b) ___
______________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________
4 SOURCE OF FUNDS*
N/A
______________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ___
PURSUANT TO ITEMS 2(d) or 2(e)
______________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
______________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0
SHARES _________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH less than five (5) percent
REPORTING _________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
_________________________________________________________
10 SHARED DISPOSITIVE POWER
less than five (5) percent
______________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
less than five (5) percent
______________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES ___
CERTAIN SHARES*
______________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than five (5) percent
______________________________________________________________________
14 TYPE OF REPORTING PERSON *
IN
______________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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Item 1. Security and Issuer.
(a) This statement relates to common stock par value
$.001 per share of Nobel Education Dynamics, Inc.,
a Delaware corporation (the "Issuer").
(b) The principal executive offices of the Issuer are
located at Rosetree Corporate Center II, 1400
Providence Road, Suite 3055, Media, PA 19063.
Item 2. Identity and Background.
(a) This statement is being filed by Martin G. Chilek
(the "Reporting Person"). This is an amendment to
Amendment No. 2 of Schedule 13D filed electronically
by the Reporting Person and others on August 29, 1995
("Amendment No. 2").
(b) The residence of the Reporting Person is 100 Foxcroft
Drive, Doylestown, PA 18901.
Item 5. Interest in Securities of the Issuer.
(e) The Reporting Person ceased to be a beneficial owner of
more than five percent of the class of securities of the
Issuer on December 18, 1995.
In all other material respects, the facts set forth in
Amendment No. 2 remain true, complete and correct as of the
date hereof.
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.
January 11, 1996 /s/ Martin G. Chilek
Date Martin G. Chilek
