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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. 1)
Network Equipment Technologies, Inc.
(Name of Issuer)
Common Stock
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(Title of Class of Securities)
641208103
(CUSIP Number)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/XX/ Rule 13d-1(b)
/___/ 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 disclosures provided in a prior cover page.
The information required on 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).
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays
a currently valid OMB control number.
SEC 1745 (3-98) Page 1 of 7
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CUSIP No. 641208103 13G Page 2 of 7
Pages
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1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON
R. Eliot King and Associates Incorporated
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ /
(b)/ /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
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NUMBER OF 5 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY --------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 1,222,200
REPORTING --------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH -0-
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8 SHARED DISPOSITIVE POWER
1,222,200
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,222,200
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.7
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14 TYPE OF REPORTING PERSON*
CO and IA
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 641208103 13G Page 3 of 7
Pages
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1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON
John K. Nelson
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ /
(b)/ /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 5 SOLE VOTING POWER
SHARES 12,425
BENEFICIALLY --------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 1,222,200
REPORTING --------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 12,425
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8 SHARED DISPOSITIVE POWER
1,222,200
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,234,625
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.8
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 641208103 13G Page 4 of 7
Pages
ITEM 1.
(a) The name of the issuer is Network Equipment Technologies, Inc.
("NETI").
(b) The principal executive office of NETI is located at 800 Saginaw
Drive, Redwood City, CA 94063.
ITEM 2.
(a) The persons filing this statement (the "Reporting Persons") and,
where applicable, their respective places of organization, general
partners, directors, executive officers and controlling persons, and the
information regarding them, are as follows: R. Eliot King and Associates
Incorporated ("REK") and John K. Nelson ("Nelson").
(b) The principal business office of REK and Nelson is located at
3000 Sand Hill Road, Building 2, Suite 245, Menlo Park, CA 94025.
(c) REK is a California corporation. Nelson is a member of the Board
of Directors and the President of REK.
(d) This statement relates to shares of Common Stock of NETI (the
"Stock").
(e) The CUSIP number of the Stock is 641208103.
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CUSIP No. 641208103 13G Page 5 of 7
Pages
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B),
CHECK WHETHER THE PERSON 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) /XX/ Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940.
(f) / / 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)(1)(ii)(F)
(h) / / Group, in accordance with section 240.13d-1(b)(1)(ii)(H)
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CUSIP No. 641208103 13G Page 6 of 7
Pages
ITEM 4. OWNERSHIP.
REK
(a) REK beneficially owns 1,222,200 shares of the Stock.
(b) REK beneficially owns 5.7 % of the Stock outstanding.
(c) (i) REK has the sole power to vote or to direct the vote of -0-
shares of the Stock.
(ii) REK has the shared power to vote or to direct the vote of
1,222,200 shares of the Stock.
(iii) REK has the sole power to dispose or to direct the
disposition of -0- shares of the Stock.
(iv) REK has the shared power to dispose or to direct the
disposition of 1,222,200 shares of the Stock.
Nelson
(a) Nelson beneficially owns 1,234,625 shares of the Stock.
(b) Nelson beneficially owns 5.8 % of the Stock outstanding.
(c) (i) Nelson has the sole power to vote or to direct the vote of
12,425 shares of the Stock.
(ii) Nelson has the shared power to vote or to direct the vote of
1,222,200 shares of the Stock.
(iii) Nelson has the sole power to dispose or to direct the
disposition of 12,425 shares of the Stock.
(iv) Nelson has the shared power to dispose or to direct the
disposition of 1,222,200 shares of the Stock.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following / /.
Instruction: Dissolution of a group requires a response to this item.
ITEM. 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
R. Eliot King & Associates Incorporated is a registered investment adviser
whose clients have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale, of the Stock. No
individual client's holdings of the Stock are more than 5 percent of the
class.
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CUSIP No. 641208103 13G Page 7 of 7
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 I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary
course of business and were not acquired for the purpose of or with the
effect of changing or influencing the control of the issuer of the
securities and were not acquired in connection with or as a participant in
any transaction having such purposes or effect.
SIGNATURES
After reasonable inquiry and to the best of my knowledge, I certify
that the information set forth in this statement is true, complete and
correct.
DATED: January ___, 1999
R. ELIOT KING & ASSOCIATES INCORPORATED
By: /s/ John K. Nelson
John K. Nelson, President
/s/ John K. Nelson
John K. Nelson
CJR\4180\002\1024656.01
