UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Transnational Industries, Inc.
____________________
(Name of Issuer)
Common Stock, $.01 Par Value
__________________________
(Title of Class of Securities)
893778209
______________
(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 Secur-
ities 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).
(Continued on following page(s))
Page 1 of 10 Pages
CUSIP No. 893778209 13G Page 2 of 10
(1) NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William D. Witter, Inc.
F13-2879276
_____________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
_____________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
One Citicorp Center
153 East 53rd Street
New York, New York 10022-4611
NUMBER OF (5) SOLE VOTING POWER 134,739
SHARES ------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER None
OWNED BY ------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER 216,499
REPORTING ------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER None
_____________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
216,499
_____________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
_____________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
47.4%
_____________________________________________________________________
(12) TYPE OF REPORTING PERSON
IA
CUSIP No. 893778209 13G Page 3 of 10
(1) NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Penfield Partners, L.P. ("The Fund")
F13-3494422
_____________________________________________________________________
(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 (5) SOLE VOTING POWER 81,760
SHARES -----------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER None
OWNED BY -----------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER 81,760
REPORTING -----------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER None
_____________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
81,760
_____________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
_____________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.9%
_____________________________________________________________________
(12) TYPE OF REPORTING PERSON
IV
CUSIP No. 893778209 13G Page 4 of 10
(1) NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Pine Creek Advisers, L.P. ("Pine Creek")
F13-3749534
_____________________________________________________________________
(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 (5) SOLE VOTING POWER None
SHARES -----------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER None
OWNED BY -----------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER 81,760
REPORTING -----------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER None
_____________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
81,760
_____________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
_____________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.9%
_____________________________________________________________________
(12) TYPE OF REPORTING PERSON
IA
Page 5 of 10
Item 1.
[a] Name of Issuer: Transnational Industries, Inc.
[b] Address of Issuer's Principal Executive Offices:
Post Office Box 198
U.S. Route 1
Chadds Ford, Pennsylvania 19317
Item 2.
[a] Name of Person Filing; Address of Principal Business Office;
and Place of Organization:
This statement is filed on behalf of (i) William D. Witter, Inc.
("Witter, Inc."), (ii) Penfield Partners, L.P., a Delaware limited
partnership (the "Fund"), and (iii) Pine Creek Advisers Limited
Partnership, a Delaware Limited Partnership ("Pine Creek"). Each of
the foregoing is hereinafter individually referred to as a "Reporting
Person" and collectively as the "Reporting Persons." The principal
office and business address of the Reporting Persons is 153 East 53rd
Street, 51st Floor, New York, New York 10022. The business of the
Fund is to acquire, purchase, invest in, sell, convey, transfer,
exchange and otherwise trade in principally equity and equity related
securities. Pine Creek is a general partner of and investment ad-
viser to the Fund. Pine Creek is registered as an investment adviser
under the Investment Advisers Act of 1940, as amended. The principal
business of Pine Creek is to act as a general partner of and invest-
ment adviser to the Fund.
Witter, Inc. is the sole General Partner of Pine Creek. Witter, Inc.
is a New York corporation registered as an investment adviser under
the Advisers Act of 1940 and also serves as the investment adviser to
institutional and individual clients. William D. Witter is the
President and 98.6% shareholder of Witter, Inc. Mr. Witter is also
an Individual General Partner of the Fund and is principally respon-
sible for the selection, acquisition and disposition of the portfolio
securities by Witter, Inc. on behalf of Pine Creek and the Fund.
Page 6 of 10
[b] Title of Class of Securities: Common Stock
[c] CUSIP Number: 893778209
Item 3. This Schedule is being filed pursuant to Rule 13d-1(b):
[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] (XX) Investment Company registered under Section 8 of the
Investment Company Act
[e] (XX) Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940
[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
$240 13d-1(b)(1)(ii)(F)
[g] ( ) Parent Holding Company, in accordance with
$ 240 13d-1(b)(ii)(G)
[h] ( ) Group, in accordance with $ 240 13d-1(b)(1)(ii)(H)
See Exhibit A attached hereto.
Item 4. Ownership:
[a] Amount Beneficially Owned:
216,499 shares of Common Stock are beneficially owned. This amount is
composed of 81,760 shares owned by the Fund and 134,739 shares owned
by Witter, Inc.
Page 7 of 10
[ b] Percent of Class:
29.5% of the Common Stock is beneficially owned by Witter, Inc. 17.9%
of the Common Stock is owned by the Fund and Pine Creek.
[c] Number of Shares as to Which such Person has Rights to vote
and/or Dispose of Securities:
Witter, Inc. has the sole power to vote or direct the vote of 134,739
shares. The Fund has the sole power to vote or to direct the vote and
to dispose or to direct the disposition of all securities reported
hereby which are beneficially owned by the Fund (81,760). Witter,
Inc. and Pine Creek have the sole power to dispose or to direct the
disposition of all securities reported hereby which are beneficially
owned respectively by Witter, Inc. and Pine Creek.
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the
following ___.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
The 134,739 shares owned directly by Witter, Inc. are held on behalf
of various clients of the firm. These clients have the right to
receive or power to direct the receipt of dividends from, or the
proceeds, from the sale of, such securities.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
See Exhibit A attached hereto.
Item 8. Identification and Classification of Members of a Group: N/A
Page 8 of 10
Item 9. Notice of Dissolution of Group: N/A
Item 10.Certification:
Each of the undersigned certifies that, to the best of his knowledge
and belief, the securities referred to above were acquired in the
ordinary course of business and were 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 purpose or effect.
Page 9 of 10
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
Dated: May 25, 2000
________________
WILLIAM D. WITTER, INC.
By:/s/ William D. Witter
William D. Witter
President
PENFIELD PARTNERS, L.P.
By:/s/ William D. Witter
William D. Witter
Individual General Partner
PINE CREEK ADVISERS
LIMITED PARTNERSHIP
By:/s/ William D. Witter
William D. Witter
General Partner
Page 10 of 10
EXHIBIT A
This Exhibit explains the relationship between the Reporting Persons.
William D. Witter, Inc. is a New York corporation registered as an
investment adviser under the Advisers Act, and the Sole General
Partner of Pine Creek Advisers Limited Partnership. Witter, Inc.
serves as an investment adviser for individuals and institutions.
William D. Witter is the President of William D. Witter, Inc. and
serves as an Individual General Partner to Penfield Partners, L.P.
Pine Creek is registered as an investment adviser under the Advisers
Act of 1940 and was formed for the purpose of acting as investment
adviser to the Fund. Witter, Inc. is the Sole General Partner and
Jeffrey E. Schuss is the Sole Limited Partner of Pine Creek.
