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. 1)*
Nvest, L.P.
(Name of Issuer)
Units of Limited Partnership Interest
(Title of Class of Securities)
67065F 10 7
(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
799,682 units
6. SHARED VOTING POWER
0 units
7. SOLE DISPOSITIVE POWER
799,682 units
8. SHARED DISPOSITIVE POWER
0 units
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
799,682 units
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.1%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
Item 1(a) Name of Issuer:
Nvest, 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:
67065F 10 7
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:
799,682 units
4(b) Percent of Class:
11.1%
4(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
799,682 units
(ii) shared power to vote or to direct the vote:
0 units
(iii) sole power to dispose or to direct the disposition of:
799,682 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 774,682 units of limited partnership interest in Nvest
Companies, L.P. ("NCOMP"), a private partnership affiliated with
Issuer. Such units in NCOMP are owned as follows: Victor
Morgenstern 569,746; and Resolute Partners, L.P. 204,936. In
addition, the Reporting Person holds 25,000 publicly-traded units
in Issuer.
774,682 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 NCOMP. Insofar as the managing general partner of NCOMP
has the authority to withhold consent from any such future
exchanges as provided in the amended partnership agreement of
NCOMP, the Reporting Person may not be the "beneficial owner" of
774,682 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
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.
As of February 11, 1999
/s/ Victor A. Morgenstern
Victor A. Morgenstern
