UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. )*
New England Investment Companies, L.P.
(Name of Issuer)
Units of Limited Partnership Interest
(Title of Class of Securities)
644095 10 1
(CUSIP Number)
*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).
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
VICTOR A. MORGENSTERN
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) []
(b) []
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5. SOLE VOTING POWER
1,000,000 units
6. SHARED VOTING POWER
0 units
7. SOLE DISPOSITIVE POWER
1,000,000 units
8. SHARED DISPOSITIVE POWER
0 units
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000 units
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*[]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.0%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
Item 1(a) Name of Issuer:
New England Investment Companies, L.P.
1(b) Address of Issuer's Principal Executive Offices:
399 Boylston Street
Boston, MA 02116
Item 2(a) Name of Person Filing:
Victor A. Morgenstern
2(b) Address of Principal Business Office or, if none, Residence:
Harris Associates L.P.
Two North LaSalle Street
Suite 500
Chicago, Illinois 60602
2(c) Citizenship:
USA
2(d) Title of Class of Securities:
Units of Limited Partnership Interest
2(e) CUSIP Number:
644095 10 1
Item 3 If this statement if filed pursuant to Rules 13d-1(b), or
13d-2(b):
Not applicable.
Item 4 Ownership:
4(a) Amount beneficially owned:
1,000,000 units
4(b) Percent of Class:
14.0%
4(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
1,000,000 units
(ii) shared power to vote or to direct the vote:
0 units
(iii) sole power to dispose or to direct the disposition of:
1,000,000 units
(iv) shared power to dispose or to direct the disposition of:
0 units
The Reporting Person has sole voting and dispositive power with
respect to 1,000,000 units of limited partnership interest in NEIC
Operating Partnership, L.P. ("NEICOP"), a private partnership
affiliated with Issuer. Such units in NEICOP are owned as
follows: Victor Morgenstern - 750,000; and Resolute Partners, L.P.
- - 250,000.
All units reported herein are units which the persons listed in the
immediately preceding paragraph may acquire in the future through
the exchange of an equal number of limited partnership units in
NEICOP. Insofar as the managing general partner of NEICOP has the
authority to withhold consent from any such future exchanges as
provided in the amended partnership agreement of NEICOP, the
Reporting Person may not be the "beneficial owner" of any units of
Issuer within the meaning of Rule 13d-3(d)(l)(i), and this schedule
shall not be construed as an admission that the Reporting Person is
such a "beneficial owner."
Item 5 Ownership of Five Percent or Less of a Class:
Not Applicable.
Item 6 Ownership of More than Five Percent on Behalf of Another
Person:
Not Applicable.
Item 7 Identification and Classification of the Subsidiary which
Acquired the Security Being Reported on by the Parent Holding
Company:
Not Applicable.
Item 8 Identification and Classification of Members of the Group:
Not Applicable.
Item 9 Notice of Dissolution of Group:
Not Applicable.
Item 10 Certification:
By signing below the undersigned certifies that, to the best of its
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired
for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any
transaction having such purpose or effect.
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
February 6, 1998/s/ Victor A. Morgenstern
Victor A. Morgenstern
