UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
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PORTA SYSTEMS CORP.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
735647307
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(CUSIP Number)
*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).
Page 1 of 5 Pages
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CUSIP NO. 735647307 13G PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSON
SS. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HELIX INVESTMENT PARTNERS, L.P.
95-4471164
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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 OR ORGANIZATION
CALIFORNIA, U.S.A.
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NUMBER OF (5) SOLE VOTING POWER
SHARES BENE-
FICIALLY (6) SHARED VOTING POWER
OWNED BY 1,262,240
EACH REPORT- (7) SOLE DISPOSITIVE POWER
ING PERSON
WITH (8) SHARED DISPOSITIVE POWER
1,262,240
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,262,240
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.6%
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12 TYPE OF REPORTING PERSON*
IA, PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 5 Pages
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SCHEDULE 13G
ITEM 1.
(a) Name of Issuer
PORTA SYSTEMS CORP.
(b) Address of Issuer's Principal Executive Offices
575 UNDERHILL BOULEVARD
SYOSSET, NY 11791
ITEM 2.
(a) Name of Person Filing
HELIX INVESTMENT PARTNERS, L.P.
(b) Address of Principal Business Office or, if none, Residence
1930 CENTURY PARK WEST
SUITE 302
LOS ANGELES, CA 90067-6807
(c) Citizenship
CALIFORNIA, U.S.A.
(d) Title of Class of Securities
COMMON STOCK
(e) CUSIP Number
735647307
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) [x] 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 ss.240.13d-1(b)(ii)(F).
(g) [ ] Parent Holding Company, in accordance with ss.240.13d-1(b)
(ii) (G) (Note: See Item 7)
(h) [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(H)
ITEM 4. OWNERSHIP
If the percent of the class owned, as of December 31 of the year
covered by the statement, or as of the last day of any month described
in Rule 13d-1(b)(2), if applicable, exceeds five percent, provide the
following information as of that date and identify those shares which
there is a right to acquire.
(a) Amount Benficially Owned
1,262,240
(b) Percent of Class
13.57%
Page 3 of 5 Pages
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(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 0
(ii) shared power to vote or to direct the vote 1,262,240
(iii) sole power to dispose or to direct the
disposition of 0
(iv) shared power to dispose or to direct the
disposition of 1,262,240
INSTRUCTION: For computations regarding securities which represent a right
to acquire an underlying security see Rule 1dd-3(d)(1).
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 [ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
If any other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
HELIX CONVERTIBLE OPPORTUNITIES, L.P.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
If a parent holding company has filed this schedule pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to Rule 13d-1(c), attach an
exhibit stating the identification of the relevant subsidiary.
NOT APPLICABLE.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(H), so
indicate under Item 3(h) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to Rule 13d-1(c), attach an exhibit stating the identity of each member
of the group.
NOT APPLICABLE.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Notice of dissolution of a group may be furnished as an exhibit stating
the date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.
NOT APPLICABLE.
Page 4 of 5 Pages
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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 transaction having
such purposes 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 12, 1999
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Date
/s/ MARKO A. BUDGYK
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Signature
Marko A. Budgyk, President of General Partner of
Helix Investment Partners, L.P.
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Name/Title
Page 5 of 5 Pages
