SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 22)
Of S.G.I. Partners, L.P.
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)
S.G.I. Partners, L.P.
120 Broadway
New York, NY 10271
(212) 433-7015
(Name, address and telephone number of person
authorized to receive notices and communications)
January 20, 1999
(Date of event which requires filing of this statement)
Cusip No. 635646-10-2
_____________________________________________________
1. NAME OF REPORTING PERSON S.G.I Partners, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 112972100
_____________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
_____________________________________________________
3. SEC USE ONLY
_____________________________________________________
4. SOURCE AND AMOUNT OF FUNDS W
(Continued on following page(s))
Page 1 of 4 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 Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
_____________________________________________________
7. SOLE VOTING POWER NUMBER OF SHARES 2,936,959
________________________________________________
8. SHARED VOTING POWER 0
________________________________________________
9. SOLE DISPOSITIVE POWER 2,936,959
________________________________________________
10.SHARED DISPOSITIVE POWER 0
_____________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,936,959
_____________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
_____________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.99%
_____________________________________________________
14. TYPE OF REPORTING PERSON PN
_____________________________________________________
Preliminary Note
Effective January 25, 1999 S.GI. Partners, L.P. ("SGI")
distributed 362,141 of its shares of the issuer's Common Stock to
three partners, including Peter R. Kellogg, upon their withdrawal
as limited partners. 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. 22 to the Statement
on Schedule 13D originally filed (the "Original Statement") by
SGI.
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 SGI. Except for the
withdrawal of the aforementioned partners, the remaining partners
of SGI are as previously recorded.
SGI's business address is:
120 Broadway
New York, New York 10271
Item 3. Source and Amount of Funds or Other Consideration
N/A
Item 4. Purpose of Transaction
Sales of securities were effected by SGI pursuant to SEC
Rule 144 for the purpose of satisfying the liquidity needs of SGI
and its partners. In addition, shares of NDB were distributed by
SGI to Peter R. Kellogg, and tow other limited partners of SGI in
connection with their withdrawal as limited partners of SGI.
SGI has no 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, SGI distributed 362,141 of its
shares of the issuer's Common Stock to three withdrawn limited
partners.
(a) As of January 25, 1999, SGI beneficially owned directly
an aggregate of 2,936,959 shares of Common Stock, constituting
20.99% of the 13,991,055 shares outstanding.
(b) SGI has sole dispositive power with respect to the
2,936,959 shares that it owns.
(c) The following table sets forth information with respect
to all sales and distributions of Common Stock by SGI 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
01/14/99 34,500 19.90 Open Market Sale
01/15/99 22,600 18.87 Open Market Sale
01/19/99 26,000 18.27 Open Market Sale
01/20/99 59,000 18.82 Open Market Sale
01/25/99 263,375 0 Distribution to
Peter R. Kellogg
01/25/99 32,922 0 Distribution to
limited partner
01/25/99 65,844 0 Distribution to
limited partner
SGI 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
SGI Partners, L.P.
SGI Partners, L.P.
