UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 3
Under the Securities Exchange Act of 1934
BALDWIN PIANO AND ORGAN COMPANY
_________________________________________________________________
(Name of Issuer)
Shares of Common Stock
_________________________________________________________________
(Title of Class of Securities
058246-10-9
____________________________
(CUSIP Number)
Brent D. Baird
1350 One M&T Plaza
Buffalo, New York 14203 (Phone: (716) 849-1484)
_________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
MARCH 30, 2000
_______________________
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(e), 13d-1(f) or 13d-1(g), check the following box __.
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Rule 13d-7(b) 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 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>
SCHEDULE 13D
Amendment No. 3
CUSIP NO. 058246-10-9
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
The Cameron Baird Foundation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 216,000
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
216,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
216,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.256%
14. TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 058246-10-9
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
Jane D. Baird
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 125,000
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
125,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.620%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 058246-10-9
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
Aries Hill Corp.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 15,000
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
15,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.434%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
Amendment No. 3
INTRODUCTION
The acquisition of 455,400 shares ("Shares") of Common Stock
of the Issuer was previously reported by the Reporting Persons in
Schedule 13D, which was filed with the Securities and Exchange
Commission on December 3, 1999, as amended by Schedule 13D
Amendment No. 1, which was filed with the Securities and Exchange
Commission on December 27, 1999, as amended by Schedule 13D
Amendment No. 2, which was filed with the Securities and Exchange
Commission on March 23, 2000 ("Amendment No. 2"). Since the
filing of Amendment No. 2, three of the Reporting Persons (The
Cameron Baird Foundation, Jane D. Baird and Aries Hill Corp.)
have purchased additional Shares. The number of Shares now held
by the Reporting Persons is 500,700 Shares.
The Cover Pages for the Reporting Persons who purchased
additional shares are hereby amended as shown in this Amendment
No. 3. Items 3 and 5 are hereby amended as shown in this
Amendment No. 3. All other Cover Pages and Items remain
unchanged.
NOTE: THE EXECUTION AND SUBMISSION OF THIS STATEMENT BY THE
REPORTING PERSONS SHALL NOT BE CONSTRUED AS A STATEMENT OR
ADMISSION THAT THE REPORTING PERSONS (I) ARE ACTING AS A
GROUP IN THE ACQUISITION OF THE SHARES, (II) COLLECTIVELY
CONSTITUTE A "PERSON" WITHIN THE MEANING OF SECTION 13(D)(3)
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE
"ACT"), OR (III) FOR THE PURPOSES OF SECTION 13(D) OF THE
ACT, ARE THE BENEFICIAL OWNERS OF ANY SHARES OTHER THAN THE
SHARES IN WHICH EACH PERSON IS SPECIFICALLY IDENTIFIED IN
THIS STATEMENT TO HAVE A BENEFICIAL INTEREST.
ITEM 3. SOURCE AND AMOUNT OF FUNDS.
Item 3 is hereby amended to add the following:
The following table shows the approximate amount of funds paid
for the Shares by the Reporting Persons (which only includes the
purchases since the filing of Amendment No. 2).
The Cameron Baird $ 136,000
Foundation
Jane D. Baird 199,500
Aries Hill Corp. 25,862
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended to read as follows:
(a) The Reporting Persons hereby report beneficial
ownership, in the manner hereinafter described, of
500,700 shares of the Issuer:
<TABLE>
<CAPTION>
Percentage of
Number Of Outstanding
Shares Held in the Name of Shares Security (1)
<S> <C> <C>
The Cameron Baird 216,000 6.256%
Foundation
Brent D. Baird 35,000 1.014%
Anne S. Baird 10,000 0.290%
Bridget B. Baird, 69,700 2.018%
Successor Trustee (2)
Jane D. Baird 125,000 3.620%
Bruce C. Baird 10,000 0.290%
Brian D. Baird, Successor 20,000 0.579%
Trustee (3)
Aries Hill Corp. 15,000 0.434%
______ ______
TOTAL 500,700 14.501%
</TABLE>
(1) The foregoing percentages assume that the number of
Shares of the Issuer outstanding is 3,452,826 Shares.
(2) Jane D. Baird is the income beneficiary and the issue of
Jane D. Baird are the remainder beneficiaries under a
trust agreement dated 12/23/38.
(3) Jane D. Baird is the income beneficiary and the
issue of Jane D. Baird are the remainder
beneficiaries under a trust agreement dated
7/31/22.
(b) For each persons named in paragraph (a), that person has
sole voting and sole dispositive power over the Shares enumerated
in paragraph (a).
(c) The following purchases of the Shares were effected during
the past sixty days:
<TABLE>
<CAPTION>
Price/Share
(in Dollars
Commissions
Purchase In The Number of not Transaction
Name Of Date Shares included) Made Through
<S> <C> <C> <C> <C>
Jane D. Baird 3/27/00 3,600 7 7/8 Fahnestock & Co
3/28/00 1,200 8 Fahnestock & Co
3/29/00 20,200 8 Fahnestock & Co
The Cameron 3/30/00 13,000 8 Fahnestock & Co
Baird 4/3/00 4,000 8 Fahnestock & Co
Foundation
Aries Hill 3/23/00 1,400 7 3/4 Fahnestock & Co
Corp. 3/24/00 600 7 3/4 Fahnestock & Co
3/27/00 1,000 8 Fahnestock & Co
3/27/00 300 7 7/8 Fahnestock & Co
</TABLE>
(d) Not applicable
(e) Not applicable
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of our knowledge
and belief, we certify that the information set forth in this
statement is true, complete and correct.
DATED this 7th day of April, 2000.
The Cameron Baird Foundation
By: s/Brian D. Baird
Brian D. Baird, Trustee
Jane D. Baird
By: s/Brian D. Baird
Brian D. Baird, as Attorney-in-fact
Aries Hill Corp.
By: s/Brian D. Baird
Brian D. Baird, Secretary
