UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT of 1934
(AMENDMENT NO. 2 )*
Integrated Systems, Inc.
(NAME OF ISSUER)
Common Stock, No Par Value
(TITLE OF CLASS OF SECURITIES)
45812M104
(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>
CUSIP NO. 45812M104 13G PAGE 2 OF 5 PAGES
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rockefeller & Co., Inc.
I.R.S. Identification No.: 13-3006584
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not applicable (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
5 SOLE VOTING POWER
NUMBER OF Not applicable.
SHARES 6 SHARED VOTING POWER
Not applicable.
BENEFICIALLY
7 SOLE DISPOSITIVE POWER
OWNED BY Not applicable.
EACH REPORTING 8 SHARED DISPOSITIVE POWER
Not applicable.
PERSON WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Not applicable.
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
Not applicable.
12 TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
PAGE 3 of 5 PAGES
Item 1(a). Name of Issuer:
Integrated Systems, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
3260 Jay Street
Santa Clara, CA 95054
Item 2(a). Name of Person Filing:
Rockefeller & Co., Inc.
Item 2(b). Address of Principal Business Office:
30 Rockefeller Plaza, New York, New York 10112
Item 2(c). Citizenship:
New York
Item 2(d). Title of Class of Securities:
Common Stock, No Par Value
Item 2(e). CUSIP Number:
45812M104
Item 3. If this statement is filed pursuant to Rules 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) Investment Company registered under Section 8 of the
Investment Company Act,
(e) X 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 13d-(b)(1)(ii)(F),
(g) Parent Holding Company, in accordance with
Rule 13d-1(b)(ii)(G),
(h) Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
<PAGE>
PAGE 4 of 5 PAGES
Item 4. Ownership
Not applicable.
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 [X].
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.
<PAGE>
PAGE 5 of 5 PAGES
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 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.
February 9, 1996
(Date)
/S/David A. Strawbridge
(Signature)
David A. Strawbridge, Vice President
(Name/Title)
