Page 1 of 9 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.__1_________)
PENFIELD PARTNERS, L.P.
__________________________________________________________
(Name of Issuer)
Units of Limited Partnership
___________________________________________________________
(Title of Class Securities)
N/A
____________________________________
(CUSIP Number)
Check the following box if a fee is being paid with this
statement I I. (A fee is not required only if the filing 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).
* 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 the disclosures provided
in a prior cover page.
The information required in 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).
CUSIP NO. N/A 13G Page 2 of 9 Pages
________________________________________________________________
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Pine Creek Advisers, L.P.
F13-3749534
________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)I I
(b)IXI
________________________________________________________________
3. SEC USE ONLY
________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________
NUMBER OF 5. SOLE VOTING POWER 50.7328
SHARES _________________________________________________
BENEFICIALLY
OWNED BY 6. SHARED VOTING POWER None
EACH _________________________________________________
REPORTING
PERSON 7. SOLE DISPOSITIVE POWER 50.7328
WITH _________________________________________________
8. SHARED DISPOSITIVE POWER None
________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50.7328
________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES *
________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.2%
________________________________________________________________
12. TYPE OF REPORTING PERSON* IA
_________________________________________________________________
CUSIP NO. N/A 13G Page 3 of 9 Pages
________________________________________________________________
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William D. Witter, Inc.
13-2879276
________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) I I
(b) IXI
________________________________________________________________
3. SEC USE ONLY
________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
________________________________________________________________
NUMBER OF 5. SOLE VOTING POWER 58.2618
SHARES _________________________________________________
BENEFICIALLY
OWNED BY 6. SHARED VOTING POWER None
EACH _________________________________________________
REPORTING
PERSON 7. SOLE DISPOSITIVE POWER 58.2618
WITH _________________________________________________
8. SHARED DISPOSITIVE POWER None
________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58.2618
________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES *
________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.1%
________________________________________________________________
12. TYPE OF REPORTING PERSON* IA
________________________________________________________________
CUSIP NO. N/A 13G Page 4 of 9 Pages
________________________________________________________________
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William D. Witter
###-##-####
________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) I I
(b) IxI
________________________________________________________________
3. SEC USE ONLY
________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
________________________________________________________________
NUMBER OF 5. SOLE VOTING POWER 58.3738
SHARES _________________________________________________
BENEFICIALLY
OWNED BY 6. SHARED VOTING POWER None
EACH _________________________________________________
REPORTING
PERSON 7. SOLE DISPOSITIVE POWER 58.3738
WITH _________________________________________________
8. SHARED DISPOSITIVE POWER None
________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58.3738
________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.1%
________________________________________________________________
12. TYPE OF REPORTING PERSON* IN
________________________________________________________________
Page 5 of 9 Pages
Item 1.
(a) Name of Issuer: Penfield Partners, L.P.
(b) Address of Issuer's Principal Executive Offices:
153 East 53rd Street, Suite 5100, New York, N.Y. 10022
Item 2.
(a)-(c) Name of Person Filing; Address of Principal Business
Office; and Place of Organization:
This statement is filed on behalf of (i) Pine Creek
Advisers Limited Partnership, a Delaware Limited
Partnership ("Pine Creek"), (ii) William D. Witter,
Inc., a New York corporation and a registered
investment adviser (Witter, Inc.), (iii) William D.
Witter. Each of the foregoing is hereinafter
individually referred to as a "Reporting Person" and
collectively as the "Reporting Persons."
The principal office and business address of the
Reporting Persons is 153 East 53rd Street, Suite 5100,
New York, N.Y. 10022. Pine Creek is a general partner
of and investment adviser to Penfield Partners, L.P.
Pine Creek is registered as an investment adviser under
the Investment Advisers Act of 1940, as amended. The
principal business of Pine Creek is to act as a general
partner of and investment adviser to Penfield Partners,
L.P. (the "Fund"). Witter, Inc. is the sole general
partner of Pine Creek. William D. Witter the
President of Witter, Inc. and is also an associated
person of Pine Creek and is principally responsible for
the selection, acquisition and disposition of the
portfolio securities by William D. Witter on behalf of
Pine Creek and the Fund.
2 (b) Title of Class of Securities: See cover sheets.
2 (c) Cusip Number: See cover sheets.
Item 3. This Schedule is being filed pursuant to Rule 13d-1(b):
(a) ( ) Broker or Dealer registered under section 15 of the Act
(b) ( ) Bank as defined in section 3(a) (6) of the Act
(c) ( ) Insurance Company as defined in section 3(a) (19) of
the Act
(d) ( ) Investment Company registered under section 8 of the
Investment Company Act
Page 6 of 9 Pages
(e) (x) Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
(f) ( ) Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund
(g) (x) Parent Holding Company, in accordance with $240.13d-1
(b) (ii) (G)
(h) ( ) Group, in accordance with $240.13d-1 (b) (1) (ii) (H)
See Exhibit A attached hereto.
Item 4. Ownership:
(a) Amount Beneficially Owned: 50.7328 Units are
beneficially owned by Pine Creek, Witter, Inc., and
William D. Witter. Witter, Inc. also owns 7.52904
Units directly for total beneficial ownership of
58.2618. William D. Witter also owns .11200 Units
directly for a total beneficially ownership of
58.3738 Units.
(b) Percent of Class: 6.2 percent of the Units are
beneficially owned by Pine Creek. 7.1 percent
of the Units are beneficially owned by Witter, Inc.
and William D. Witter.
(c) Number of shares as to Which Such Person Has Rights to
Vote and/or Dispose of Securities: Pine Creek, Witter
Inc. and William D. Witter have the sole power to vote
or to direct the vote and to dispose or to direct the
disposition of all units beneficially owned by each
respectively.
Item 5. Ownership of Five Percent or Less of a Class: If this
statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class
of securities, check the following____.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person: Pine Creek, Witter, Inc. and William D. Witter
has the right to receive any dividends from or proceeds
from the sale of, such Units owned directly by each
respectively.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security being Reported on By the Parent
Holding Company: See Exhibit A attached hereto.
Page 7 of 9 Pages
Item 8. Identification and Classification of Members of the
Group: Not applicable
Item 9. Notices of Dissolution of Group: Not applicable.
Item 10. Certification:
Each of the undersigned certifies that, to the best of
his knowledge and belief, the securities referred to
above were acquired in the ordinary course of business
and were 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.
Page 8 of 9 Pages
SIGNATURE
After reasonable inquiry and to the best of his knowledge
and belief, each of the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
Dated: May 5, 1997
PINE CREEK ADVISERS, L.P.
By: William D. Witter, Inc.
By:/s/ William D. Witter
________________________
William D. Witter
President
WILLIAM D. WITTER, INC.
By:/s/ William D. Witter
_________________________
William D. Witter
President
/s/ William D. Witter
________________________
William D. Witter
Page 9 of 9 Pages
EXHIBIT A
This Exhibit explains the relationship between the
Reporting Persons. William D. Witter is the principal
owner and President of William D. Witter, Inc. Witter, Inc.
is the sole general partner of Pine Creek Advisers, L.P., a
registered investment adviser under the Investment Advisers
Act of 1940, as amended. Pine Creek is a general partner of
and investment adviser to the Fund.
