UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 11)
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
c/o Spear, Leeds & Kellogg
120 Broadway
New York, New York 10271
(212) 433-7000
(Name, address and telephone number of person
authorized to receive notices and communications)
November 21, 2000
(Date of event which requires filing of this statement)
(Continued on following pages)
Page 1 of 4 Pages
Cusip No. 635646-10-2 Page 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
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 7. SOLE VOTING POWER
Shares _______0 Shares __________________
8. SHARED VOTING POWER
Beneficially
_______0 Shares _____________
Owned by Each 9. SOLE DISPOSITIVE POWER
Reporting _______0 Shares_______________________
10.SHARED DISPOSITIVE POWER
Person With
______________________0 Shares ________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 Shares
___________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES ?
_________ ____________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
_0% ___________________________________________________
14. TYPE OF REPORTING PERSON
IN__________________________________________
Cusip No. 635646-10-2 Page 3
STATEMENT PURSUANT TO RULE 13d-1
OF THE GENERAL RULES AND REGULATIONS
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
This Amendment No. 11 dated as of November 22, 2000 (this
"Amendment", to a Schedule 13D filed by Peter R. Kellogg (as
previously amended, the "Schedule 13D", relates to the shares of
common stock, par value $.01 per share (the "Common Stock"), of
National Discount Brokers Group, Inc. (the "Issuer") and is being
filed pursuant to Rule 13d-2 of the General Rules and Regulations
under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Terms used and not defined herein have the
meanings ascribed to them in said Schedule 13D.
The response to Item 5 of the Schedule 13D is hereby amended
and supplemented as follows:
Item 5. Interest in Securities of the Issuer
In connection with the tender offer by Deutsche Acquisition Corp.
("DAC"), a wholly owned subsidiary of Deutsche Bank AG, to
acquire all of the outstanding shares of Common Stock of the
Company at a price per shares of $49.00, Mr. Kellogg, in his
individual capacity and on behalf of certain entities that he
controls, validly tendered to DAC an aggregate of 2,929,147
shares of Common Stock (the "Tendered Shares"), thereby reducing
the aggregate amount of Common Stock that he beneficially owns to
0 shares of Common Stock. [The Tendered Shares were accepted by
DAC as of Midnight, New York City time on November 21, 2000,
pursuant to the terms and conditions set forth in the Offer to
Purchase, dated October 24, 2000 (as amended), which was filed
with the Securities and Exchange Commission by DAC and mailed to
stockholders of the Company.] From and after the effective time
of this sale, Mr. Kellogg is not the beneficial owner of more
than five percent of the outstanding shares of Common Stock of
the Company, and therefore is no longer required to file a
Statement on Schedule 13D with respect to the Common Stock of the
Company pursuant to Rule 13d-1 of the Exchange Act.
Cusip No. 635646-10-2 Page 4
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: November 30, 2000 Peter R. Kellogg
Peter R. Kellogg
