SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 10549
SCHEDULE 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant to
Rule 13d-1(b), (c), and (d) and Amendments Thereto Filed
Pursuant to Rule 13d-2(b)
(Amendment No. 14)1
X-Rite, Incorporated
(Name of Issuer)
Common Stock, Par Value $.10 Per Share
(Title of Class of Securities)
983857103
(CUSIP Number)
December 31, 1999
(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)
1 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 (however, see the Notes).
(Continues on the following page(s))
Page 1 of 6 Pages
<PAGE>
CUSIP NO. 983857103 13G Page 2 of 6 Pages
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1 Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(Entities Only)
Rufus S. Teesdale
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) [X]
3 SEC Use Only
4 Citizenship or Place of Organization
United States of America
Number of 5 Sole Voting Power
1,460,385
Shares
6 Shared Voting Power
Beneficially 0
Owned by 7 Sole Dispositive Power
1,460,385
Each Reporting
Person With 8 Shares Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,510,385
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
(See Instructions)
11 Percent of Class Represented by Amount in Row (9)
7.1%
12 Type of Reporting Person (See Instructions)
IN
<PAGE>
CUSIP NO. 983857103 13G Page 3 of 6 Pages
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1 Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(Entities Only)
D. Ted Thompson
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) [X]
3 SEC Use Only
4 Citizenship or Place of Organization
United States of America
Number of 5 Sole Voting Power
1,368,300
Shares
6 Shared Voting Power
Beneficially 0
Owned by 7 Sole Dispositive Power
1,368,300
Each Reporting
8 Shares Dispositive Power
Person with 0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,528,300
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares :
(See Instructions)
11 Percent of Class Represented by Amount in Row (9)
7.2%
12 Type of Reporting Person (See Instructions)
IN
<PAGE>
CUSIP NO. 983857103 13G Page 4 of 6 Pages
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Item 1(a) Name of Issuer:
X-Rite, Incorporated
Item 1(b) Address of Issuer's Principal Executive Offices:
3100 44th Street, S.W.
Grandville, MI 49418
Item 2(a) Name of Person Filing:
Rufus S. Teesdale
D. Ted Thompson
Item 2(b) Address of Principal Business Office or, if None, Residence:
Rufus S. Teesdale 3152 E. Gatehouse Drive, S.E.
Grand Rapids, MI 49546
D. Ted Thompson 3100 44th Street, S.W.
Grandville, MI 49418
Item 2(c) Citizenship:
United States of America
Item 2(d) Title of Class of Securities:
Common Stock, Par Value $.10
Item 2(e) CUSIP Number:
983857103
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 advisor registered 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)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act;
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CUSIP NO. 983857103 13G Page 5 of 6 Pages
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(i) [ ] A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of
the Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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.
Rufus S. Teesdale
(a) Amount beneficially owned: 1,510,385
(b) Percent of Class: 7.1%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
1,460,385
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the
disposition of: 1,460,385
(iv) Shared power to dispose or to direct the
disposition of: 0
Note: The amount beneficially owned includes options for 50,000
shares exercisable within 60 days.
D. Ted Thompson
(a) Amount beneficially owned: 1,528,300
(b) Percent of Class: 7.2%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
1,368,300
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the
disposition of: 1,368,300
(iv) Shared power to dispose or to direct the
disposition of: 0
Note: The amount beneficially owned includes options for
160,000 shares exercisable within 60 days, but does not
include 160,000 shares held by a trust for which Mr.
Thompson's wife serves as trustee, as to which Mr. Thompson
disclaims beneficial ownership.
Item 5 Ownership of Five Percent or Less of a Class:
Not applicable
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CUSIP NO. 983857103 13G Page 6 of 6 Pages
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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:
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 acquired and
are not held in connection with or as a participant 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.
February 14, 2000
(Date)
/s/ Rufus S. Teesdale
Rufus S. Teesdale
(Name and Title)
February 14, 2000
(Date)
/s/ D. Ted Thompson
D. Ted Thompson
(Name and Title)
398003
