SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No.8)
Of Peter R. Kellogg
Under the Securities Exchange Act of 1934
National Discount Brokers Group, Inc.
(Name of Issuer)
Common Stock, Par Value $.01 per share
(Title of Class of Securities)
635646-10-2
(CUSIP Number)
Peter R. Kellogg
120 Broadway
New York, New York 10271
(212) 433-7000
(Name, address and telephone number of person
authorized to receive notices and communications)
January 25, 1999
(Date of event which requires filing of this statement)
Cusip No. 635646-10-2
_____________________________________________________
1. NAME OF REPORTING PERSON Peter R. Kellogg
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
_____________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
_____________________________________________________
3. SEC USE ONLY
_____________________________________________________
4. SOURCE AND AMOUNT OF FUNDS PF
(Continued on following pages)
Page 1 of 5 Pages
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(D) OR 2(E) N/A
_____________________________________________________
6. CITIZENSHIP OR PLACE OF ORGANIZATION USA
Number of Shares Beneficially Owned by Each Reporting Person With
_____________________________________________________
7. SOLE VOTING POWER NUMBER OF SHARES 2,807,075
________________________________________________
8. SHARED VOTING POWER 121,500
________________________________________________
9. SOLE DISPOSITIVE POWER 2,807,075
________________________________________________
10.SHARED DISPOSITIVE POWER 121,500
_____________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,928,575
___________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
_____________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.93%
_____________________________________________________
14. TYPE OF REPORTING PERSON IN
_____________________________________________________
Preliminary Note
Effective January 25, 1999 S.GI. Partners, L.P. ("SGI")
distributed 263,375 of its shares of the issuer's Common Stock to
Peter R. Kellogg, upon his withdrawal as a limited partner.
Prior thereto, SGI and Mr. Kellogg reported its/his beneficial
ownership of the issuer's shares on a single joint filing of a
statement on Schedule 13D. Each of SGI and Mr. Kellogg is
reporting its distribution/his acquisition of the shares on a
separate statement on Schedule 13D, in which it/he disclaims the
existence of a group and beneficial ownership of any other
person's shares.
This statement constitutes Amendment No. 8 to Schedule 13D
filed on behalf of Peter R. Kellogg.
This Amendment is filed to reflect the recent transactions
in the security and the discontinuation of the Combined Statement
filings of SGI and Peter R. Kellogg.
Item 1. Security and Issuer
This Amendment relates to the Common Stock, par value $.01
(the "Common Stock"), of National Discount Brokers Group, Inc., a
Delaware corporation (the "Issuer"). The address of the
principal executive office of the Issuer is 10 Exchange Place,
Jersey City, New Jersey, 07302.
Item 2. Identity and Background
The person filing this Amendment is Peter R. Kellogg. This
statement contains information regarding shares of Common Stock
owned by I.A.T. Reinsurance Syndicate Ltd. ("IAT"), a Bermuda
corporation of which Mr. Kellogg is the sole holder of voting
stock, and the Peter R. and Cynthia K. Kellogg Foundation (the
"Foundation"), a charitable entity of which Peter R. Kellogg is a
trustee. Mr. Kellogg has sole dispositive and voting power with
respect to the shares of Common Stock owned personally and by
IAT, and has shared dispositive and voting power with respect to
the shares of Common Stock owned by the Foundation. Although
shares of Common Stock owned by IAT and the Foundation may be
deemed to be beneficially owned by Mr. Kellogg, the filing of
this Statement should not be deemed an admission that Mr. Kellogg
beneficially owns such shares or that the Foundation and IAT, or
any other person or persons refereed to herein constitute a
"group" within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934, and the rules and regulations thereunder.
The Foundation's business address is
c/o Spear, Leeds & Kellogg
120 Broadway
New York, New York 10271
Mr. Kellogg's principal occupation is:
Senior Managing Director
Spear, Leeds & Kellogg
120 Broadway
New York, New York 10271
IAT's address is:
c/o Spear, Leeds & Kellogg
120 Broadway
New York, New York 10271
Item 3. Source and Amount of Funds or Other Consideration
N/A
Item 4. Purpose of Transaction
Shares of NDB were distributed by SGI to Peter R. Kellogg, a
limited partner of SGI in connection with Mr. Kellogg's
withdrawal as a limited partner of SGI.
Neither Mr. Kellogg, IAT, nor the Foundation, as
stockholders, have plans or proposals which relate to or which
would result in any of the actions in clauses (a) through (j) of
Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
Effective January 25, 1999, Mr. Kellogg received a
distribution of 263,375 shares of the issuer's Common Stock
beneficially owned by S.G.I. Partners, L.P. upon his withdrawal
as a limited partner.
(a) As of January 25, 1999, Peter Kellogg beneficially owned
directly and indirectly through IAT and the Foundation an
aggregate of 2,928,575 shares of Common Stock, constituting
20.93% of the Common Stock outstanding. Of those shares, 957,075
were owned by Mr. Kellogg personally, 1,850,00 shares were owned
by IAT, and 121,500 shares were owned by the Foundation.
(b) Peter R. Kellogg has sole dispositive power with respect
to the 2,807,075 shares of Common Stock that he and IAT own, and
Mr. Kellogg has shared dispositive and voting power with respect
to the shares of Common Stock owned by the Foundation.
(c) The following table sets forth information with respect
to all acquisitions of Common Stock by Mr. Kellogg since January
13, 1999. There were no purchases by the reporting person during
the period covered by this Amendment.
Date of Number of Price Type of
Transaction Shares Per Share Transaction
01/25/99 263,375 0 Receipt of
distribution
Mr. Kellogg disclaims beneficial ownership of any other person's
shares.
Item 6. Contract Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
N/A
Item 7. Material to be filed as Exhibits
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set fourth in this
Statement is true, complete and correct.
Dated: January 25, 1999
Peter R. Kellogg
Peter R. Kellogg
