<PAGE> 1
PAGE 1 OF 6 PAGES
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
DECORA INDUSTRIES, INC.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
243593100
(CUSIP Number)
*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> 2
Cusip No. 243593100 PAGE 2 OF 6 PAGES
13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STATE STREET BANK AND TRUST COMPANY, AS TRUSTEE OF THE TEXTRON MASTER
TRUST
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
A MASSACHUSETTS TRUST
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF 1,818,447
SHARES
BENEFICIALLY ---------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 0
PERSON ---------------------------------------------
WITH
7 SOLE DISPOSITIVE POWER
1,818,447
---------------------------------------------
8 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,818,447
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
19.9%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
EP
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 3
Cusip No. 243593100 PAGE 3 OF 6 PAGES
Item 1.
(a) Name of Issuer: Decora Industries, Inc.
(b) Address of Issuer's Principal Executive Offices:
One Mill Street
Fort Edward, New York 12828
Item 2.
(a) Names of Persons Filing: State Street Bank and Trust Company,
as Trustee of the Textron Master Trust
(b) Address of Principal Business Office:
State Street Bank and Trust Company,
as Trustee for the Textron Master Trust
One Enterprise Drive
Master Trust-W6C
North Quincy, MA 02171
Attn: Thomas C. Poppey
(c) Citizenship: Massachusetts
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 243593100
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check
whether any of the persons 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) [ ] Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
(f) [X] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of
1974 or Endowment Fund; see Section 240.13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with Section
240.13d-1(b)(ii)(G)
<PAGE> 4
Cusip No. 243593100 PAGE 4 OF 6 PAGES
(h) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)
Item 4. Ownership.
(a) Amount Beneficially Owned:
State Street Bank and Trust Company - 1,818,447 shares *
as Trustee for the Textron Master Trust
(b) Percent of Class: 19.9% (based on 7,331,378 shares
outstanding as reported to the Reporting Person by
representatives of Decora Industries, Inc.)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
State Street Bank and Trust Company - 1,818,447
shares * as Trustee for the Textron Master Trust
(ii) shared power to vote or to direct the vote: 0
shares
(iii) sole power to dispose or to direct the
disposition of :
State Street Bank and Trust Company - 1,818,447
shares * as Trustee for the Textron Master Trust
(iv) shared power to dispose or to direct the
disposition of: 0 shares*
* State Street Bank and Trust Company, as Trustee for the Textron Master
Trust beneficially owns the 1,818,447 shares of the Common Stock of
Decora Industries, Inc. reported hereon as a result of its record
ownership of immediately exercisable Warrants to purchase such shares
at any time prior to September 30, 2005.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
<PAGE> 5
Cusip No. 243593100 PAGE 5 OF 6 PAGES
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.
Item 10. Certification.
By signing below the undersigned certifies that, to the best of
the undersigned's 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 purposes or effect.
<PAGE> 6
Cusip No. 243593100 PAGE 6 OF 6 PAGES
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement with respect to it is true, complete and correct.
Dated: February 10, 1998.
TEXTRON MASTER TRUST
By: State Street Bank and Trust Company as Trustee
By: /s/ Thomas C. Poppey
-----------------------------
Name: Thomas C. Poppey
Title: Client Service Officer
