UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No.: 3
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, 1999
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).
<PAGE>
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:
970,000
6. Shared Voting Power:
2,130,000
7. Sole Dispositive Power:
970,000
8. Shared Dispositive Power:
2,130,000
9. Aggregate Amount Beneficially Owned by Each Reporting
Person
3,100,000
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
2
<PAGE>
11. Percent of Class Represented by Amount in Row (9)
10.0%
12. Type of Reporting Person
IN
3
<PAGE>
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:
2,130,000
7. Sole Dispositive Power:
8. Shared Dispositive Power:
2,130,000
9. Aggregate Amount Beneficially Owned by Each Reporting
Person
2,130,000
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
4
<PAGE>
11. Percent of Class Represented by Amount in Row (9)
6.9%
12. Type of Reporting Person
CO
5
<PAGE>
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:
2,130,000
7. Sole Dispositive Power:
8. Shared Dispositive Power:
2,130,000
9. Aggregate Amount Beneficially Owned by Each Reporting
Person
2,130,000
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
6
<PAGE>
11. Percent of Class Represented by Amount in Row (9)
6.9%
12. Type of Reporting Person
PN
7
<PAGE>
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,
8
<PAGE>
(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:
3,100,000 shares deemed to be owned by Barry R.
Feirstein; 2,130,000 shares deemed to be owned
by Feirstein Capital Management, L.L.C. and
Feirstein Partners, L.P.
(b) Percent of Class:
10.0% by Barry R. Feirstein; 6.9% by Feirstein
Capital Management, L.L.C. and Feirstein
Partners, L.P.
(c) Barry R. Feirstein:
970,000 shares with sole power to vote or to
direct the vote; 2,130,000 shares with shared
power to vote or to direct the vote; 970,000
shares with sole power to dispose or to direct
the disposition of; 2,130,000 shares with
shared power to dispose of or to direct the
disposition of
9
<PAGE>
Feirstein Capital Management, L.L.C. and
Feirstein Partners, L.P.:
0 shares with sole power to vote or to direct
the vote; 2,130,000 shares with shared power to
vote or to direct the vote; 0 shares with sole
power to dispose or to direct the disposition
of; 2,130,000 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
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 the
undersigned certify that, to the best of their 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.
10
<PAGE>
After reasonable inquiry and to the best of their
knowledge and belief, each of the undersigned
certifies 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 14, 2000
11
00618001.BW6
<PAGE>
Exhibit A
AGREEMENT
The undersigned agree that this Amendment No. 3 to
Schedule 13G dated February 14, 2000 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.BW6
