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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.: 1
Name of Issuer: State of the Art, Inc.
Title of Class of Securities: Common Stock
CUSIP Number: 85730710
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Peter A. Wright, P.A.W. Capital Corp., 10 Glenville Street,
Greenwich, CT 06831-3638; (203) 531-5400
(Date of Event which Requires Filing of this Statement)
July 24, 1996
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-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this
statement [ ]. (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
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).
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CUSIP No. 85730710
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Peter A. Wright, S.S. No: ###-##-####
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
U.S.
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
5,800
8. Shared Voting Power:
521,800
9. Sole Dispositive Power:
5,800
10. Shared Dispositive Power:
521,800
11. Aggregate Amount Beneficially Owned by Each Reporting Person
521,800
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
4.4%
14. Type of Reporting Person
IN
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CUSIP No. 85730710
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
P.A.W. Capital Corp. 06-138-6936
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
521,800
9. Sole Dispositive Power:
10. Shared Dispositive Power:
521,800
11. Aggregate Amount Beneficially Owned by Each Reporting Person
521,800
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
4.4%
14. Type of Reporting Person
CO
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The purpose of this Amendment No. 1 to Schedule 13D is to report
that the ownership of Peter A. Wright and P.A.W. Capital Corp.,
("P.A.W.") (together, the "Reporting Persons") in the Common
Stock, of State of the Art, Inc. (the "Company") has decreased to
below 5% of the shares of Common Stock outstanding. Mr. Wright
and P.A.W. beneficially owned 5.7% and 5.6%, respectively of the
outstanding shares of Common Stock as of August 14, 1995, the
date of the event which required the filing of the original
Schedule 13D relating to the Common Stock.
Item 1. Security and Issuer
This statement relates to shares of Common Stock of the
Company. The Company's principal executive office is
located at 56 Technology South, Irvine,
California 92718.
Item 2. Identity and Background
This statement is being filed on behalf of Mr. Wright
and P.A.W., a Delaware corporation. Mr. Wright is the
majority shareholder and President and Mr. Benny Lorenzo
is a shareholder of P.A.W. P.A.W.'s principal business
is to act as an investment adviser; its principal office
is at 10 Glenville Street, Greenwich, Connecticut 06831-
3638. P.A.W. is the general partner of P.A.W. Capital
Partners, L.P., the general partner of P.A.W. Partners,
L.P., a Delaware limited partnership, and the investment
manager of P.A.W. Offshore Fund Limited, a Bahamian
corporation (together referred to as the "Funds").
Mr. Wright has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). Neither of the
Reporting Persons has, during the last five years, been
a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which
resulted in 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 violations with respect to such laws.
Mr. Wright is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, Mr. Wright beneficially owns
521,800 shares of the Company's common stock, of which
516,000 shares are beneficially owned by P.A.W. All
521,800 shares of Common Stock are held by the Funds or
by managed accounts over which Mr. Wright or P.A.W. has
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investment discretion. 5,800 shares of Common Stock are
held in Mr. Wright's personal accounts or accounts over
which Mr. Wright has Power of Attorney. The shares of
Common Stock were purchased in open market transactions
at an aggregate cost of $4,029.421. The funds for the
purchase of the Common Stock held in the Funds or
managed accounts over which the Reporting Persons have
investment discretion have come from each entity or
account's own funds or from margin loans entered into in
the ordinary course of business.
Item 4. Purpose of Transactions
The shares of Common Stock beneficially owned by the
Reporting Persons were acquired for, and are being held
for, investment purposes.
The Reporting Persons have no plan or proposal which
relates to, or would result in, any of the actions
enumerated in Item 4 of the instructions to Schedule 13D
Item 5. Interest in Securities of Issuer
As of the date hereof, Mr. Wright is the beneficial
owner of 521,800 shares of the Company's Common Stock,
of which 516,000 shares are beneficially owned by P.A.W.
Based on information received from the Company, we
believe there to be 11,751,461 shares of the Company's
Common Stock outstanding. Therefore, Mr. Wright and
P.A.W. each beneficially own less than 5% of the
Company's outstanding shares of Common Stock.
As of July 24, 1996 the reporting persons have ceased to
be the beneficial owners of more than 5% of the common
stock of the company.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
The Reporting Persons have no contract, arrangement,
understanding or relationship with any person with
respect to the Common Stock of the Company.
Item 7. Material to be Filed as Exhibits
Attached hereto as Exhibit A is a description of
the transactions in the Common Stock of the Company
that were effected by the Reporting Persons during
the past 60 days.
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Signature
The undersigned, after reasonable inquiry and to
the best of their knowledge and belief, certify that the
information set forth in this statement is true, complete
and correct.
P.A.W. Capital Corp.
By: /s/ Peter A. Wright
_____________________________
Peter A. Wright, President
/s/ Peter A. Wright
_________________________________
Peter A. Wright
July 29, 1996
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Exhibit A
Daily Transactions
Common Stock
Transaction Number Price
Date of Shares per Share
Buys 7/25/96 1,000 17.125
Sells 5/31/96 12,500 18.875
5/31/96 4,000 19.0781
6/6/96 17,500 19.5
6/7/96 15,000 19.375
6/12/96 5,500 19.375
6/20/96 12,500 17.125
6/28/96 20,500 18.097
6/28/96 1,000 17.375
7/5/96 10,000 17.625
7/17/96 11,500 18.5
7/19/96 7,100 18.662
7/19/96 5,400 18.4259
7/23/96 5,000 18
7/23/96 10,000 18.2094
7/24/96 16,500 17.125
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00123001.AO5
