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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
UNDER THE SECURITIES AND EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
CREATIVE BAKERIES, INC.
(NAME OF ISSUER)
COMMON STOCK
(TITLE OF CLASS OF SECURITIES)
225268101
(CUSIP NUMBER)
MONTH END FEBRUARY 1999 - 13G
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
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(1) Name of Reporting Persons PaineWebber Group Inc.
S.S. or I.R.S. Identification 13-2760086
Nos. of Above Persons
(2) Check the Appropriate Box if a Member of Group (a)
(See Instructions) (b) X
(3) SEC Use Only
(4) Citizenship of Place of Organization State of Delaware
Number of Shares Beneficially Owned by Each Reporting (5) Sole Voting Power 537,000
Person With (6) Shared Voting Power 0
(7) Sole Dispositive Power 0
(8) Shared Dispositive Power 537,000
(9) Aggregate Amount Beneficially Owned by Each Reporting Person 537,000
(10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
(11) Percent of Class Represented by Amount in Row 9 10.5%
(12) Type of Reporting Person (See Instructions) HC,CO
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Item 1 (a) Name of Issuer
CREATIVE BAKERIES, INC.
Item 1 (b) Address of Issuer's Principal Executive Offices
20 Passaic Avenue
Fairfield, NJ 07004
Item 2 (a) Name of Person Filing
PaineWebber Group Inc.
Item 2 (b) Address of Principal Business office:
1285 Avenue of the Americas
New York, N.Y. 10019-6028
Item 2 (c) Citizenship:
State of Delaware
Item 2 (d) Title of Class of Securities.
Common Stock
Item 2 (e) CUSIP Number.
225268101
Item 3 The person filing this statement pursuant to Rule 13-1 (b) or 13-d-2 is:
(g) Parent Holding Company, in accordance with 240.13d-1(b) ii(g)
Item 4 Ownership
(a) Amount Beneficially Owned 537,000
(b) Percent of Class 10.5%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 537,000
(ii) shared power to vote or to direct the vote 0
(iii) sole power to dispose or to direct the disposition of 0
(iv) shared power to dispose or to direct the disposition of 537,000
Item 5 Ownership of Five Percent or Less of a Class.
Inapplicable
Item 6 Ownership of More than Five Percent on Behalf of Another Person
Inapplicable
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Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company
MHAM - 532,000
MHII - 5,000
Mitchell Hutchins Institutional Investors Inc. ("MHII") and
Financial Counselors, Inc. ("FCI") are wholly-owned
subsidiaries of Mitchell Hutchins Asset Management Inc.
("MHAM"), which in turn is a wholly-owned subsidiary of
PaineWebber Incorporated ("PWI"), which is in turn a
wholly-owned subsidiary of PaineWebber Group Inc. ("PWG").
PWG is a parent holding company as that term is defined by
Rule 13d-1(b) (1) (ii) (G) of the Securities Exchange Act of
1934 (the "Act"). PWI and MHAM are broker-dealers registered
under Section 15 of the Act. PWI, MHAM, and FCI are
investment advisers registered under Section 203 of the
Investment Advisers Act of 1940.
Item 8 Identification and Classification of Members of the Group
Inapplicable
Item 9 Notice of Dissolution of the Group.
Inapplicable
Item 10 Certification
By signing below I certify that, to the best of my 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 transactions
having such purposes or effect.
After reasonable inquiry and to the best of my knowledge and
believe, I certify that the information set forth in this statement is true,
complete and correct.
Date: March 10, 1999
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Signature: /s/ Regina Dolan
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Name and Title: Regina Dolan
Vice President and Chief Financial Officer
