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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. TWO )*
CYBERONICS, INC.
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(NAME OF ISSUER)
COMMON STOCK
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(TITLE OF CLASS OF SECURITIES)
23251P 10 2
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(CUSIP NUMBER)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing of 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).
Page 1 of _5_ Pages
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CUSIP NO. 23251P 10 2 13G PAGE 2 OF _5_ PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
REESE S. TERRY, JR.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
5 SOLE VOTING POWER
NUMBER OF 946,000
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH -0-
REPORTING
PERSON WITH 7 SOLE DISPOSITIVE POWER
946,000
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
946,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.0%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT
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CUSIP No. 23251P 10 2 Page 3 of _5_ Pages
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ITEM 1.
(a) Name of Issuer CYBERONICS, INC.
(b) Address of Issuer's Principal Executive Offices
17448 HIGHWAY 3, SUITE 100,
WEBSTER, TX 77598-4135
ITEM 2.
(a) Name of Person Filing REESE S. TERRY, JR.
(b) Address of Principal Business Office or, if none, Residence
17448 HIGHWAY 3, SUITE 100,
WEBSTER, TX 77598-4135
(c) Citizenship USA
(d) Title of Class of Securities COMMON STOCK
(e) CUSIP Number 23251P 10 2
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b),
CHECK WHETHER THE PERSON IS A:
(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
(e) [ ] 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, see Section240.13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with
Section240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) [ ] Group, in accordance with Section240.13d-1(b)(1)(ii)(H)
ITEM 4. OWNERSHIP
<TABLE>
<S> <C>
(a) Amount Beneficially Owned 946,000*
(b) Percent of Class 8.0%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 946,000*
(ii) shared power to vote or to direct the vote -0-
(iii) sole power to dispose or direct the disposition of 946,000*
(iv) shared power to dispose or direct the disposition of -0-
</TABLE>
* includes 148,500 shares held in trusts for the benefit of Mr. Terry's children
of which Mr. Terry serves as trustee.
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CUSIP No. 23251P 10 2 Page 4 of _5_ Pages
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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 that
five percent of the class of securities, check the following [ ].
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
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CUSIP No. 23251P 10 2 Page 5 of _5_ Pages
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ITEM 10.
By signing below I certify that, to the best of my 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 purposes or effect.
SIGNATURE
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.
January 31, 1997
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Date
/s/ REESE S. TERRY, JR.
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Signature
Reese S. Terry, Jr./Vice President and Secretary
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Name/Title
