UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Pentech International, Inc.
----------------------------
(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities
709635
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(CUSIP Number)
Richard S. Kalin
Kalin & Banner, 757 Third Avenue, New York, New York 10017
(212) 888-9010
-----------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 15, 1997
----------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person had previously filed a statement 13G to
report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of 13d-1(b)(3) or (4), check
the following box [ ].
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*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 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 1 of 5; There is no Exhibit Index
<PAGE>
SCHEDULE 13D
CUSIP No. 706635 Page 2 of 5 pages
1. Name of reporting person.
S.S. or I.R.S. Identification No. of Above Person
Norman Melnick - ###-##-####
2. Check the appropriate box if a member of a group*.
(a) [ ]
(b) [ ]
3. SEC use only.
4. Source of funds: PF (personal shares).
5. Check box if disclosure of legal proceedings if required
pursuant to items 2(d) or 2(e). [ ]
6. Citizenship or place of organization: USA
Number of shares beneficially owned by each reporting person
with:
7. Sole voting power: 1,057,728
8. Shared voting power: 676,300
9. Sole dispositive power: 1,057,728
10. Shared dispositive power: 676,300
11. Aggregate amount beneficially owned by each reporting
person: 1,734,028
12. Check box if the aggregate amount in row (11) excludes
certain shares*. [ ]
13. Percentage of class represented by amount in row (11):
13.8%
14. Type of reporting person*: IN
*SEE INSTRUCTIONS BEFORE FILING OUT! INCLUDE BOTH SIDES OF THE
COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE
SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Item 1. Security and Issuer.
Common Stock, par value $.01 per shares (the"Shares")
of Pentech International, Inc., 195 Carter Drive, Edison, New
Jersey 08817 (the "Company").
Item 2. Identity and Background.
(a) Name: Norman Melnick ("Mr. Melnick")
(b) Residence or business address: 195 Carter Drive,
Edison, New Jersey 08817
(c) Present principal occupation or employment and the
name, principal business and address of any corporation or other
organization in which such employment is conducted: Chairman and
Director of the Company.
(d) Whether or not during the last five years, such
person has been convicted in a criminal proceeding (excluding
traffic violations or similiar misdemeanors) and, if so, give the
dates, nature of conviction, name and location of court, any
penalty imposed, or other disposition of the case.: No.
(e) Whether or not during the last five years, such
person was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws; and if so,
identify and describe such proceedings and summarize the terms of
such judgment, decree or final order: No.
(f) Citizenship: USA.
Item 3. Source and Amount of Funds or Other Consideration:
Mr. Melnick purchased 300,000 Shares of Common Stock of
the Company in January 1991 for $150,000.
Item 4. Purpose of Transaction:
To report the acquisition of additional shares of
Common Stock from the Company.
Item 5. Interest in Securities of the Issuer:
(a) Aggregate number owned by reporting person:
1,734,028 Shares, which includes (a) options to acquire 100,000
Shares, (b) 664,200 Shares owned by Mr. Melnick's wife and (c)
12,100 Shares held in trust for Deborah Lynn Melnick. Mr.
Melnick disclaims beneficial ownership of items 5(b) and (c).
(b) Sole power to vote: 1,057,728 Shares
Shared power to vote: 676,300 Shares
Sole power to dispose: 1,057,728 Shares
Shared power to dispose: 676,300 Shares
(c) Acquisition of 300,000 Shares from the Company in
January 1997 for $150,000.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with respect to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
None.
Page 4
<PAGE>
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.
Dated: February 10, 1997 s/ Norman Melnick
Norman Melnick
ptk\13add.nm
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