UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3 )*
AG-Bag International Ltd.
(Name of Issuer)
Common
(Title of Class of Securities)
001077106
(CUSIP Number)
R. David Mishel, c/o Thelen, Marrin, Johnson & Bridges, LLP
Two Embarcadero Center, San Francisco, CA 94111 (415) 392-6320
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 6, 1998
(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
Schedule 13D. and is filing this schedule because of Rule 13d-
l(bX3) or (4), check the following box [].
Check the following box if a fee is being paid with the statement
[]. (A fee is not required only if the reporting person: (1) has
a previous statement on file reporting beneficial ownership of
more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13a-l(a) for other
parties to whom copies are to be sent.
*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).
SEC 1746(12-91)
<PAGE>
SCHEDULE 13D
CUSIP 001077106 PAGE 2 OF 8 PAGES
NO.
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Storie Partners, L.P.
Federal I.D. # 94-3229736
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) []
(b) []
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) []
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
7 SOLE VOTING POWER
0
NUMBER OF 8 SHARED VOTING POWER
SHARES ------------------
BENEFICIALLY
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH
10 SHARED DISPOSITIVE POWER
----------------
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%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP 001077106 PAGE 3 OF 8 PAGES
NO.
1 NAME OF REPORTING PERSON
S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON
Storie Advisors, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) []
(b) []
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A (Reporting person has no direct ownership)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) []
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
7 SOLE VOTING POWER
-----------------
NUMBER OF 8 SHARED VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -----------------
PERSON
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%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
Page 4 of 8 pages
ITEM 1. SECURITY AND ISSUER
Common Stock
$ .01 par value
AG Bag International, Ltd.
2320 S.E. Ag-Bag Lane, Warranton, OR 97146
ITEM 2. IDENTITY AND BACKGROUND
(A)-(C)Storie Partners, L.P. ("Storie"), a California limited
partnership whose principal business is investment,
located at One Bush Street, Suite 1350, San Francisco, CA
94104
(D) No criminal convictions
(E) No civil judicial or administrative proceedings
(A)-(C)Storie Advisors, Inc., a California corporation whose
principal business is investment management, located at
One Bush Street, Suite 1350, San Francisco, CA 94104
(D) No criminal convictions
(E) No civil judicial or administrative proceedings
(A) Richard E. Dirickson, Jr.
(B) One Bush Street, Suite 1350, San Francisco, CA 94104
(C) Director and Officer of Storie Advisors, Inc., San
Francisco, CA
Manager Member of Amanda Venture Investors, LLC, San
Francisco, CA
Director and Officer of Cypress Advisors, Inc., San
Francisco, CA
Director and Officer of San Francisco Sentry Investment
Group, San Francisco, CA
President of S F Sentry Securities, Inc., San Francisco,
CA
(D) No criminal convictions
(E) No civil judicial or administrative proceedings
(F) USA
(A) Steven A. Ledger
(B) One Bush Street, Suite 1350, San Francisco, CA 94104
(C) Director and Officer of Storie Advisors, Inc., San
Francisco, CA
Manager Member of Amanda Venture Investors, LLC, San
Francisco, CA
Associated Person of Cypress Advisors, Inc., San
Francisco, CA
Associated Person of San Francisco Sentry Investment
Group, San Francisco, CA
Registered Representative of S F Sentry Securities, Inc.,
San Francisco, CA
(D) No criminal convictions
(E) No civil judicial or administrative proceedings
(F) USA
<PAGE>
Page 5 of 8 pages
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
N/A
ITEM 4. PURPOSE OF TRANSACTION
The reporting persons have disposed of shares of stock of
AG-Bag International Ltd. ("AG-Bag") and thus no longer
has an equity position in AG-Bag.
(A) The reporting persons may in the future acquire
additional securities of AG-Bag.
(B) The reporting persons have no present plans for or
proposals for an extraordinary corporate transaction.
(C) The reporting persons have no present plans or proposals
to sell or transfer a material amount of assets of the
Issuer or any of its subsidiaries.
(D) The reporting persons have no present plans or proposals
for a change in the present Board of Directors or
management of the Issuer.
(E) The reporting persons have no present plans or proposals
for a change in the present capitalization or dividend
policy of the Issuer.
(F)-(J)The reporting persons have no present plans or proposals
for any change in the present business or corporate
structure, for any changes in the Issuer's organizational
documents, to cause a class of securities of the Issuer
to cease to be quoted on NASDAQ, to cause any class of
equity securities of the Issuer to terminate its
registration under Section 12 of the Exchange Act, or for
any action similar to those enumerated above.
<PAGE>
Page 6 of 8 pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(A) On February 6, 1998, Storie disposed of the last shares
of common stock of AG-Bag which it owned. Storie
Advisors, Inc., through its relationship with Storie, may
be deemed to have been a beneficial owner of such
securities.
(B) Storie had sole power to vote or direct the vote of all
of its shares of common stock of AG-Bag. The management
of Storie is vested exclusively in its General Partner,
Storie Advisors, Inc. Through their relationship with
Storie Advisors, Inc., Richard E. Dirickson, Jr. and
Steven A. Ledger make investment decisions for Storie.
Thus, either may be deemed to have had shared voting and
dispositive powers.
(C) During the last ninety days, Storie sold shares of AG-
Bag as follows:
Date No. of Shares Price/Share
12/30/97 600,000 0.47
02/06/97 411,300 0.42
All shares were sold on the open market through broker-
dealers.
(D) No other person is known to have had the right to receive
or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the shares.
(E) Not applicable.
ITEM 6.CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Storie Advisors, Inc., is the general partner of Storie.
Messrs. Dirickson and Ledger are officers, directors and
shareholders of Storie Advisors, Inc. There are no
contracts, arrangements, understandings or other
relationships between such persons with respect to the
shares of AG-Bag formerly owned by Storie. In addition,
there are no contracts, arrangements, understandings or
relationships (legal or otherwise) with any other person
with respect to the shares of AG-Bag formerly owned by
Storie.
<PAGE>
Page 7 of 8 pages
ITEM 7.MATERIAL SUBMITTED AS EXHIBITS
None.
<PAGE>
Page 8 of 8 pages
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.
March 18, 1998 STORIE PARTNERS, L.P.
By: Storie Advisors, Inc.
General Partner
By: /s/ Steven A. Ledger
Steven A. Ledger
Its: Chief Financial Officer
March 18, 1998 STORIE ADVISORS, INC.
By: /s/ Steven A. Ledger
Steven A. Ledger
Its: Chief Financial Officer
