SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Polaris Industries Partners L.P.
____________________________________________________________
(Name of Issuer)
Units of Beneficial Assignment of Class A Limited
Partnership Interests ("BACs")
____________________________________________________________
(Title of Class and Securities)
731069 10 0
____________________________________________________________
(CUSIP Number of Class of Securities)
Andris A. Baltins, Kaplan, Strangis and Kaplan, P.A.,
5500 Norwest Center, 90 South Seventh Street,
Minneapolis, Minnesota 55402 (612) 375-1138
_____________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 22, 1994
____________________________________________________________
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the
subject of this Statement because of Rule 13d-1(b)(3) or
(4), check the following: ( )
Check the following box if a fee is being paid with this
Statement: ( )
SCHEDULE 13D
CUSIP No. 731069 10 0
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
W. Hall Wendel, Jr. (###-##-####)
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
00
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
__________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF 0
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 0
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
0
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.00%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
IN
_________________________________________________________________
SCHEDULE 13-D
filed by
W. Hall Wendel, Jr.
This Amendment No. 3 amends and supplements the Statement on Schedule 13-D
dated March 23, 1990, as heretofore amended (the "Schedule 13D"), filed by
W. Hall Wendel, Jr. concerning Units of Beneficial Assignment of Class A
Limited Partnership Interests ("BACs") issued by Polaris Industries Partners
L.P. (the "Issuer"). Unless otherwise defined herein, all capitalized terms
used but not defined herein shall have the respective meanings set forth in
the Schedule 13D.
Item 2. Identity and Background.
Item 2 is hereby amended and restated in its entirety:
W. Hall Wendel, Jr.
1225 Highway 169 North
Minneapolis, MN 55441
Chief Executive Officer of Polaris Industries Inc., a Minnesota
corporation, which directly and indirectly owns all of the
outstanding interests in the Issuer.
During the last five years, the reporting person has not been
convicted of any criminal proceeding (excluding traffic violations
or smaller misdemeanors).
During the last five years, the reporting person has not been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
United States Citizen
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended by adding the following:
(a)-(b), (e) On December 22, 1994, the Issuer consummated the
Conversion. Pursuant to the terms of the Conversion Agreement, the
reporting person disposed of all of the BACs owned by him. In the
Conversion, the reporting person received shares of common stock of
Polaris Industries Inc., a Minnesota corporation, in exchange for
such BACs. As a result of the Conversion, the reporting person's
ownership of Polaris Industries Inc. common stock is less than five
percent of the total outstanding shares of common stock of Polaris
Industries Inc.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement,
is true, complete and correct.
Date: December 27, 1994
/s/ W. Hall Wendel, Jr.
W. Hall Wendel, Jr.
