SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 9)
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)
April 15, 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 2,580,942
________________________________________________
8. SHARED VOTING POWER 359,280
________________________________________________
9. SOLE DISPOSITIVE POWER 2,508,942
________________________________________________
10.SHARED DISPOSITIVE POWER 359,280
_____________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,940,222
___________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
_____________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.03%
_____________________________________________________
14. TYPE OF REPORTING PERSON IN
_____________________________________________________
Preliminary Note
This statement constitutes Amendment No. 9 to Schedule 13D
filed on behalf of Peter R. Kellogg.
This Amendment is filed to reflect the recent transactions
in the security. In addition, this will correct a clerical error
in the Schedule 13D (Amendment 8) filed on January 25, 1999,
where Peter R. Kellogg's direct holding was reported as 957,075.
The correct number was 955,942. The filing person also notes
that Charles K. Kellogg, Mr. Kellogg's son, was appointed to the
issuer's Board of Directors effective April 30, 1999.
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, the Peter R. and Cynthia K. Kellogg Foundation,
("Foundation"), a charitable entity of which Peter R. Kellogg is
a trustee, and the J.C. Kellogg Foundation, another charitable
entity of which Mr. 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 and the J.C. Kellogg Foundation. Although shares
of Common Stock owned by IAT, the Foundation, and the J.C.
Kellogg 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 Foundations and IAT, or any other person or persons referred
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
The J.C. Kellogg 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. In addition, Mr. Kellogg
made a charitable donation to the Peter R. and Cynthia K. Kellogg
Foundation.
Neither Mr. Kellogg, IAT, nor the Foundations, 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 April 13, 1999, Mr. Kellogg received a
distribution of 12,780 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 April 15, 1999, Peter Kellogg beneficially owned
directly and indirectly through IAT and the Foundation an
aggregate of 2,940,222 shares of Common Stock, constituting
21.03% of the Common Stock outstanding. Of those shares, 730,942
were owned by Mr. Kellogg personally, 1,850,000 shares were owned
by IAT, 346,500 shares were owned by the Foundation, and 12,780
were held by the J.C. Kellogg Foundation.
(b) Peter R. Kellogg has sole dispositive power with respect
to the 2,580,942 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 Foundations.
(c) The following table sets forth information with respect
to all acquisitions or dispositions of Common Stock by Mr.
Kellogg since March 7, 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
04/13/99 12,780 0 Receipt of
distribution
04/15/99 225,000 0 Transfer to
charitable
foundation
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: May 7, 1999
Peter R. Kellogg
Peter R. Kellogg
