SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 12)
Osmonics, Inc.
(Name of Issuer)
Common Shares, $0.01 par value
(Title of Class of Securities)
688350-10-7
(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 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.
(Continued on following page(s))
Page 1 of 5 Pages
<P2>
1. Name of Reporting Person and I.R.S. Identification No.:
D. Dean Spatz
2. Member of a Group: (a) (b) X
3. SEC USE ONLY:
4. Citizenship or Place of Organization: United States
5. Sole Voting Power: 580,464
6. Shared Voting Power: 492,640
7. Sole Dispositive Power: 580,464
8. Shared Dispositive Power: 492,640
9. Aggregate Amount Beneficially Owned by each Reporting Person: 1,073,104
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: X
(see Exhibit A)
11. Percent of Class Represented by Amount in Row 9: 7.7%
12. Type of Reporting Person: IN
<P3>
Item 1(a)
and (b) Name and Address of Issuer:
Osmonics, Inc.
5951 Clearwater Drive
Minnetonka, Minnesota 55343
Item 2(a) Name of Person Filing:
D. Dean Spatz
Item 2(b) Address of Principal Business Office or, if none, residence:
Osmonics, Inc.
5951 Clearwater Drive
Minnetonka, Minnesota 55343
Item 2(c) Citizenship:
United States
Item 2(d) Title of Class of Securities:
Common Shares, $0.01 purchase
Item 2(e) CUSIP Number:
688350-10-7
Item 3 This statement is not filed pursuant to Rules 13d-1(b) or 13d-2(b).
Item 4(a) Amount Beneficially Owned:
1,073,104 shares at December 31, 1995 (including the right to acquire
6,000 shares). See schedule of disclaimed ownership attached as
Exhibit A.
Item 4(b) Percent of Class:
7.7 percent pursuant to Rule 13d-3(c).
Item 4(c) Number of shares as to which such person has
(1) Sole power to vote or to direct the vote 580,464
(2) Shared power to vote or to direct the vote 492,640
(3) Sole power to dispose or to direct the disposition of 580,464
(4) Shared power to dispose or to direct the disposition of 492,640
<P4>
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
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.
Not Applicable
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.
Date February 9, 1998 /s/ D. Dean Spatz
D. Dean Spatz
<P5>
EXHIBIT A
To Form 13G (Individual)
The filing of this report shall not be construed as an admission by the
person identified in Item 2(a) that, for the purpose of Section 13(d) or 13(g)
of the Securities Exchange Act, he is the "beneficial owner" of any equity
securities listed below; and such person expressly disclaims that he is part
of a "group."
Record Owner's Relationship Record Owner's Number
to Reporting Person Type of Ownership of Shares
Spouse Direct 557,683
