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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. 5 )*
Westwood Corporation
- -----------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.003 par value per share
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(Title of Class of Securities)
961748209
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(CUSIP Number)
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 not 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 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).
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CUSIP No. 961748209 SCHEDULE 13G Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
Ernest H. McKee
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
NUMBER OF 5 SOLE VOTING POWER
SHARES 1,441,040
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 1,441,040
PERSON
8 SHARED DISPOSITIVE POWER
WITH
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,533,670*
*Includes unexercised stock options to acquire 92,630 shares
of outstanding common stock of the Issuer held by the
Reporting Person.
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
22.25% (based on 6,891,647 shares issued and
outstanding)
12 TYPE OF REPORTING PERSON (See Instructions)
IN
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CUSIP No. 961748209 SCHEDULE 13G Page 3 of 5 Pages
Item 1(a). Name of Issuer.
Westwood Corporation
Item 1(b). Address of Issuer's Principal Executive Offices.
5314 South Yale Avenue, Suite 1100,
Tulsa, Oklahoma 74135
Item 2(a). Name of Person Filing.
Ernest H. McKee
Item 2(b). Residence Address.
2902 East 74th Street, Tulsa, Oklahoma 74136
Item 2(c). Citizenship.
United States of America
Item 2(d). Title of Class of Securities.
Common Stock, par value $0.003 per share.
Item 2(e). CUSIP Number.
961748209
Item 3. If this statement is filed pursuant to Rules 13d-1(b),
or 13d-2(b), check whether the person filing 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 Advisor 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
Sec. 240.13d-1(b)(1)(ii)(F)
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CUSIP No. 961748209 SCHEDULE 13G Page 4 of 5 Pages
(g) [ ] Parent Holding Company, in accordance with
Rule 13d-1(b)(ii)(G) (Note: see Item 7)
(h) [ ] Group, in accordance with
Sec. 240.1(b)(ii)(H)
Item 4. Ownership.
(a) Amount Beneficially Owned: 1,533,670*
*Includes unexercised stock options to acquire
92,630 shares of outstanding common stock of
the Issuer held by the Reporting Person.
(b) Percent of Class: 22.25%
(c) Number of shares as to which such person has:
(i) sole power to vote or direct the vote:
1,441,040
(ii) shared power to vote or to direct the vote:
0
(iii) sole power to dispose or to direct the
disposition of:
1,441,040
(iv) shared power to dispose or to direct the
disposition of:
0
Item 5. Ownership of Five Percent or Less of a Class.
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.
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CUSIP No. 961748209 SCHEDULE 13G Page 5 of 5 Pages
Item 8. Identification and Classification of Members of the
Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification
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.
Date: January 29, 1998
/s/ Ernest H. McKee
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Ernest H. McKee
