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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No.: 2
Name of Issuer: Strategic Distribution, Inc.
Title of Class of Securities: Common Stock, par value $.10 per
share
CUSIP Number: 862701208
(Date of Event Which Requires Filing of this Statement)
December 31, 1998
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
/ / Rule 13d-1(b)
/X/ Rule 13d-1(c)
/ / Rule 13d-1(d)
*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).
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CUSIP Number: 862701208
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Barry R. Feirstein
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Citizenship or Place of Organization
U.S.
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
307,000
6. Shared Voting Power:
1,972,487
7. Sole Dispositive Power:
307,000
8. Shared Dispositive Power:
1,972,487
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,279,487
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
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11. Percent of Class Represented by Amount in Row (9)
7.3%
12. Type of Reporting Person
IN
3
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CUSIP Number: 862701208
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Feirstein Capital Management, L.L.C.
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:
6. Shared Voting Power:
1,972,487
7. Sole Dispositive Power:
8. Shared Dispositive Power:
1,972,487
9. Aggregate Amount Beneficially Owned by Each Reporting
Person
1,972,487
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
4
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11. Percent of Class Represented by Amount in Row (9)
6.3%
12. Type of Reporting Person
CO
5
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CUSIP Number: 862701208
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Feirstein Partners, L.P.
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:
6. Shared Voting Power:
1,972,487
7. Sole Dispositive Power:
8. Shared Dispositive Power:
1,972,487
9. Aggregate Amount Beneficially Owned by Each Reporting
Person
1,972,487
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
6
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11. Percent of Class Represented by Amount in Row (9)
6.3%
12. Type of Reporting Person
PN
7
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Item 1(a) Name of Issuer: Strategic Distribution, Inc.
(b) Address of Issuer's Principal Executive Offices:
3220 Tillman Drive
Suite 200
Bensalem, Pennsylvania 19020
Item 2(a) - (c). Name, Principal Business Address, and
Citizenship of Persons Filing:
Barry R. Feirstein
Feirstein Capital Management, L.L.C.
Feirstein Partners, L.P.
767 Third Avenue
28th Floor
New York, NY 10017
Barry R. Feirstein - United States citizen
Feirstein Capital Management, L.L.C. - Delaware
limited liability company
Feirstein Partners, L.P. - Delaware limited
partnership
(d) Title of Class of Securities: Common Stock par
value $.10 per share
(e) CUSIP Number: 862701208
Item 3. If this statement is filed pursuant to Rule
13d-1(b)(1) or 13d-2(b) or (c) check whether the person
filing is:
(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) / / Investment Adviser registered under Section 203
of the Investment Advisers Act of 1940,
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(f) / / Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund,
(g) / / Parent Holding Company, in accordance with Rule
13d-1(b)(ii)(G),
(h) / / Savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act,
(i) / / Church plan excluded from the definition of an
investment company under Section 3(c)(14) of
the Investment Company Act,
(j) / / Group, in accordance with Rule 13d-
1(b)(1)(ii)(H).
If this statement is filed pursuant to Rule 13d-1(c), check
this box. /X/
Item 4. Ownership.
(a) Amount Beneficially Owned:
As of December 31, 1998: 2,279,487 shares owned
by Barry R. Feirstein; 1,972,487 shares owned
by Feirstein Capital Management, L.L.C. and
Feirstein Partners, L.P.
As of January 15, 1999: 2,720,500 shares owned
by Barry R. Feirstein; 1,972,487 shares owned
by Feirstein Capital Management, L.L.C. and
Feirstein Partners, L.P.
(b) Percent of Class:
As of December 31, 1998: 7.3% by Barry R.
Feirstein; 6.3% by Feirstein Capital
Management, L.L.C. and Feirstein Partners, L.P.
As of January 15, 1999: 8.7% by Barry r.
Feirstein; 6.3% by Feirstein Capital
Management, L.L.C. and Feirstein Partners, L.P.
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(c) Barry R. Feirstein:
As of December 31, 1998: 307,000 shares with
sole power to vote or to direct the vote;
1,972,487 shares with shared power to vote or
to direct the vote; 307,000 shares with sole
power to dispose or to direct the disposition
of; 1,972,487 shares with shared power to
dispose of or to direct the disposition of
As of January 15, 1999: 748,013 shares with
sole power to vote or to direct the vote;
1,972,487 shares with shared power to vote or
to direct the vote; 748,013 shares with sole
power to dispose or to direct the disposition
of; 1,972,487 shares with shared power to
dispose of or to direct he disposition of
Feirstein Capital Management, L.L.C. and
Feirstein Partners, L.P.:
As of December 31, 1998: 0 shares with sole
power to vote or to direct the vote; 1,972,487
shares with shared power to vote or to direct
the vote; 0 shares with sole power to dispose
or to direct the disposition of; 1,972,487
shares with shared power to dispose of or to
direct the disposition of
As of January 15, 1999: 0 shares with sole
power to vote or to direct the vote; 1,972,487
shares with shared power to vote or to direct
the vote; 0 shares with sole power to dispose
or to direct the disposition of; 1,972,487
shares with shared power to dispose of or to
direct the disposition of
Item 5. Ownership of Five Percent or Less of a Class.
N/A
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
N/A
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Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported by the
Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the
Group.
N/A
Item 9. Notice of Dissolution of the Group.
N/A
Item 10.
Certification for Rule 13d-1(c): By signing below I
certify that, to the best of my knowledge and belief, the
securities referred to above 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.
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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.
FEIRSTEIN PARTNERS, L.P.
By: Feirstein Capital Management, L.L.C.,
General Partner
By: /s/ Barry R. Feirstein
______________________
Barry R. Feirstein,
Managing Member
FEIRSTEIN CAPITAL MANAGEMENT, L.L.C.
By: /s/ Barry R. Feirstein
______________________
Barry R. Feirstein,
Managing Member
BARRY R. FEIRSTEIN
/s/ Barry R. Feirstein
______________________
February 5, 1999
12
00618001.BV1
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Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13G dated
February 5, 1999 relating to the Common Stock of Strategic
Distribution, Inc. shall be filed on behalf of the
undersigned.
FEIRSTEIN PARTNERS, L.P.
By: Feirstein Capital Management, L.L.C.,
General Partner
By: /s/ Barry R. Feirstein
______________________
Barry R. Feirstein,
Managing Member
FEIRSTEIN CAPITAL MANAGEMENT, L.L.C.
By: /s/ Barry R. Feirstein
______________________
Barry R. Feirstein,
Managing Member
BARRY R. FEIRSTEIN
/s/ Barry R. Feirstein
______________________
Barry R. Feirstein
00618001.BV1
