UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
Schedule 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 13)(1)
Osmonics, Inc.
(Name of Issuer)
Common Shares, $0.01 par value
(Title of Class of Securities)
688350-10-7
(CUSIP Number)
December 31, 1998
(Date of Event Which Requires Filing of this Statement)
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.
(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: 583,464
6. Shared Voting Power: 498,640
7. Sole Dispositive Power: 583,464
8. Shared Dispositive Power: 498,640
9. Aggregate Amount Beneficially Owned by each Reporting Person: 1,082,104
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 If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
Or ('c), Check Whether the Person Filing is a:
(a) __ Broker or dealer registered under Section 15 of the Exchange Act.
(b) __ Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) __ Insurance company as defined in Section 3(a)(19) of the Exchange
Act.
(d) __ Investment company registered under Section 8 of the Investment
Company Act.
(e) __ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) __ An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
(g) __ A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) __ A savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act;
(i)__ A church plan that is excluded from the definition of an invetstment
company under Section 3('c)(14) of the Investment Company Act;
(j) __ Group, in accordance with Rule 13d-1(b)(1)(ii)(J);
If this statement is filed pursuant to Rule 13d-1(c), check this box. X
<P4>
Item 4. Ownership.
Provide the following information regarding the aggregate number and
Percentage of the class of securities of the issuer identified in
Item 1.
Item 4(a) Amount Beneficially Owned:
1,082,104 shares at December 31, 1998 (including the right to acquire
9,000 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 583,464
(2) Shared power to vote or to direct the vote 498,640
(3) Sole power to dispose or to direct the disposition of 583,464
(4) Shared power to dispose or to direct the disposition of 498,640
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
<P5>
Item 10 Certification.
(a) Not Applicable
(b) 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 acquiredand are not held in connection with or as a
participation in any transaction having that 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.
Date: February 16, 1999 /s/ D. Dean Spatz
D. Dean Spatz
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 560,683
