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OMB APPROVAL
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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. *)
EMBREX INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
290817105
(CUSIP Number)
Benjamin L. Douglas, Esq.
Shartsis Friese & Ginsburg LLP
One Maritime Plaza, 18th Floor
San Francisco, CA 94111
(415) 421-6500
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 2, 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-1(e), 13d-1(f) or
13d-1(g), check
the following box /X/.
Note: Schedules filed in paper format shall include a signed
original and
five copies of the schedule, including all exhibits. See Rule
13d-7(b) 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).
Potential persons who are to respond to the collection of
information
contained in this form are not required to respond unless the form
displays
a currently valid OMB control number.
SEC 1746 (10-97)
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<PAGE>
CUSIP No. 290817105 Page 2 of 6 Pages
- ------------------------------------------------------------------
1 NAME OF REPORTING PERSON
IRS IDENTIFICATION NO. OF ABOVE PERSON
Palo Alto Investors
IRS No.: 94-3088699
- ------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a)/X/ (b)/ /
- ------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
- ------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
- ------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
- ------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY -----------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 822,000
REPORTING -----------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH -0-
-----------------------------------------
10 SHARED DISPOSITIVE POWER
822,000
- ------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
822,000
- ------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- ------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.0%
- ------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO, IA
- ------------------------------------------------------------------<PAGE>
<PAGE>
CUSIP No. 290817105 Page 3 of 6 Pages
- ------------------------------------------------------------------
1 NAME OF REPORTING PERSON
IRS IDENTIFICATION NO. OF ABOVE PERSON
William Leland Edwards
- ------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a)/X/ (b)/ /
- ------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
- ------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
- ------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
- ------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 28,400
BENEFICIALLY -----------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 822,000
REPORTING -----------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 28,400
-----------------------------------------
10 SHARED DISPOSITIVE POWER
822,000
- ------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
850,400
- ------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- ------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3%
- ------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO, IA
- ------------------------------------------------------------------<PAGE>
<PAGE>
CUSIP No. 290817105 Page 4 of 6 Pages
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of Common Stock (the "Stock") of
Embrex Inc.
(the "Issuer"). The principal executive office of the Issuer is
located at
P.O. Box 13989, Research Triangle Park, NC 27709-3989.
ITEM 2. IDENTITY AND BACKGROUND.
The persons filing this statement and the persons enumerated in
Instruction
C of Schedule 13D and, where applicable, their respective places of
organization, general partners, directors, executive officers and
controlling
persons, and the information regarding them, are as follows:
(a) The names of the persons filing this statement are Palo
Alto
Investors ("PAI") and William Leland Edwards ("Edwards")
(collectively, the
"Filers").
(b) The business address of the Filers is located at 431
Florence
Street, Suite 200, Palo Alto, CA 94301.
(c) PAI is an investment adviser registered under the
Investment
Advisers Act of 1940. Edwards is the President and principal
shareholder of
PAI.
(d) During the last five years, neither of the Filers has
been
convicted in a criminal proceeding (excluding traffic violations or
similar
misdemeanors).
(e) During the last five years, neither of the Filers was a
party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to 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 violation with respect to such laws.
(f) PAI is a California corporation. Edwards is a citizen of
the
United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and amount of funds used in purchasing the Stock were as
follows:
Purchaser Source of Funds Amount
PAI Funds Under Management* $[5,535,249.39]
Edwards Working Capital $_____________
* Includes funds of PAI's advisory clients invested in the Stock.
ITEM 4. PURPOSE OF TRANSACTION.
PAI's principal purpose for acquiring the Stock is equity
investment.
Because of the current market price of the Stock, PAI has asked the
Issuer's
Board of Directors to consider various corporate actions,
including, without
limitation, a repurchase of certain shares of the Stock. PAI has
offered to
assist the Issuer's Board of Directors in reviewing the available
options.<PAGE>
<PAGE>
CUSIP No. 290817105 Page 5 of 6 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The beneficial ownership of the Stock of the persons named in Item
2 of this
statement is as follows at the date hereof:
Aggregate
Beneficially Owned Voting Power Dispositive Power
Name Number Percent Sole Shared Sole Shared
PAI 822,000 10.0% -0- 822,000 -0- 822,000
Edwards 850,400 10.3% 28,400 822,000 28,400 822,000
The persons filing this statement effected the following
transactions in the
Stock on the dates indicated, and such transactions are the only
transactions
in the Stock by the persons filing this statement since January __,
1998:
Purchase Number Price Type of
Name or Sale Date of Shares Per Share($) Transaction
PAI P 3/2/98 7,000 5.55 Open market
purchase
PAI P 3/2/98 400 5.61 Open market
purchase
PAI P 3/2/98 1,000 5.58 Open market
purchase
PAI P 3/2/98 2,500 5.56 Open market
purchase
PAI P 3/2/98 6,000 5.55 Open market
purchase
PAI P 3/3/98 8,000 5.55 Open market
purchase
PAI P 3/3/98 800 5.58 Open market
purchase
PAI P 3/3/98 1,500 5.57 Open market
purchase
PAI P 3/3/98 7,000 5.55 Open market
purchase
PAI P 3/3/98 6,200 5.55 Open market
purchase
PAI P 3/4/98 4,200 5.56 Open market
purchase
PAI P 3/4/98 300 5.63 Open market
purchase
PAI P 3/4/98 1,000 5.58 Open market
purchase
PAI P 3/4/98 3,700 5.56 Open market
purchase
PAI P 3/4/98 3,800 5.55 Open market
purchase
PAI P 3/5/98 2,000 5.56 Open market
purchase
PAI P 3/5/98 2,000 5.56 Open market
purchase
PAI P 3/5/98 2,000 5.55 Open market
purchase
PAI P 3/27/98 5,000 5.57 Open market
purchase
PAI P 3/27/98 1,000 5.59 Open market
purchase
PAI P 3/27/98 2,100 5.57 Open market
purchase
PAI P 3/27/98 1,000 5.56 Open market
purchase
PAI is a registered investment adviser whose clients have the right
to
receive or the power to direct the receipt of dividends from, or
the proceeds
from the sale of, the Stock. No individual client's holdings of
the Stock
are more than 5% of the class.
ITEM. 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH
RESPECT TO SECURITIES OF THE ISSUER.
PAI is a registered investment adviser whose clients have the right
to
receive or the power to direct the receipt of dividends from, or
the proceeds
from the sale of, the various securities in which their assets are
invested,
including the Stock.
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CUSIP No. 290817105 Page 6 of 6 Pages
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
SIGNATURES
After reasonable inquiry and to the best of my knowledge, I
certify that
the information set forth in this statement is true, complete and
correct.
DATED: April 2, 1998
Palo Alto Investors
By: /s/ William L. Edwards
William L. Edwards, President
/s/ William L. Edwards
William L. Edwards
