<PAGE> OMB Number 3235-0362
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FORM 5
/ / Check this box if no longer
subject to Section 16. Form 4 or
Form 5 obligations may continue.
See Instruction 1(b).
Form 3 Holdings Reported
/ X/ Form 4 Transactions Reported
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of
1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(f) of the Investment Company Act of 1940
(Print or Type Responses)
1. Name and Address of Reporting Person
Palo Alto Investors, 470 University Avenue, Palo Alto CA 94301
(Last) (First) (Middle), (Street), (City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol Embrex Inc. (EMBX)
3. IRS or Social Security Number of Reporting Person (Voluntary) ______
4. Statement for Month/Year 11/98
5. If Amendment, Date of Original (Month/Year) ___________
6. Relationship of reporting person to issuer
(Check all applicable)
____ Director X 10% Owner
____ Officer (give ____ Other (specify
title below) below)
______________________
7. Individual or Joint/Group Filing (Check Applicable line)
____ Form filed by one Reporting Person
X Form filed by More than One Reporting Person
SEC 2270 (9-96)
<PAGE>
FORM 5 (continued) Page 2 of 7 Pages
Table I - Non-Derivative Securities Acquired, Disposed of,
or Beneficially Owned
1. Title of Security (Instr. 3) Common Stock
2. Transaction Date (Month/Day/Year) 11/30/98
3. Transaction Code (Instr. 8) J4(1)
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
Amount 11,600 (A) or (D) D Price N/A
5. Amount of Securities Beneficially Owned at End of Issuer's Fiscal Year
(Inst. 3 and 4) 274,600 (2)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) I
7. Nature of Indirect Beneficial Ownership (Inst. 4) (3)
_____________________________________________________________________
__________________________________________________________________________
* If the form is filed by more than one reporting person,
see Instruction 4(b)(v). SEC 1474 (7-96)
<PAGE>
FORM 5 (continued) Page 3 of 7 Pages
Table I - Non-Derivative Securities Acquired, Disposed of,
or Beneficially Owned
1. Title of Security (Instr. 3) Common Stock
2. Transaction Date (Month/Day/Year) 11/30/98
3. Transaction Code (Instr. 8) J4(1)
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
Amount 5,800 (A) or (D) D Price N/A
5. Amount of Securities Beneficially Owned at End of Issuer's Fiscal Year
(Inst. 3 and 4) 274,600 (2)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) I
7. Nature of Indirect Beneficial Ownership (Inst. 4) (3)
_____________________________________________________________________
__________________________________________________________________________
<PAGE>
FORM 5 (continued) Page 4 of 7 Pages
Table II - Derivative Securities Acquired, Disposed of,
or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) _____________________________
2. Conversion or Exercise Price of Derivative Security _______________
3. Transaction Date (Month/Day/Year) ______________
4. Transaction Code (Instr. 8) __________________
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) (A) _____________ (D) ______________
6. Date Exercisable and Expiration Date (Month/Day/Year)
Date Exercisable Expiration Date
____________________ ________________________
7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
Title ______________________ Amount or Number of Shares ________
8. Price of Derivative Security (Instr. 5) _______________
9. Number of Derivative Securities Beneficially Owned at End of Year
(Instr. 4) _______________
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) __________________
11. Nature of Indirect Beneficial Ownership (Inst. 4)
_____________________________________________________________________
__________________________________________________________________________
<PAGE>
FORM 5 (continued) Page 5 of 7 Pages
Explanation of Responses:
(1) A limited partnership of which Palo Alto Investors ("PAI") is the
general partner (the "LP") distributed securities to a withdrawing limited
partner.
(2) The reporting persons disclaim beneficial ownership of the securities
reported except to the extent of the reporting persons' pecuniary interest
in those securities. The reporting persons disclaim beneficial ownership
of the securities for purposes of Section 16 of the Securities Exchange Act
of 1934, and this report shall not be deemed an admission that the
reporting persons are the beneficial owners of the securities for such
purposes.
(3) By PAI, as the general partner of the LP, and by William Leland
Edwards, as principal shareholder of PAI and a limited partner of the LP.
/s/ William Leland Edwards 2/4/99
William Leland Edwards Date
President
** Intentional misstatements or omissions of facts constitute
Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed.
If space is insufficient, See Instruction 6 for procedure.
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 Number. SEC 2270 (9-96)
<PAGE>
FORM 5 (continued) Page 6 of 7 Pages
CONFIRMING STATEMENT
This Statement confirms that the undersigned has authorized and designated
Palo Alto Investors ("PAI") to execute and file on the undersigned's behalf
all Forms 3, 4 and 5 (including any amendments thereto) that the
undersigned may be required to file with the U.S. Securities and Exchange
Commission as a result of the undersigned's ownership of or transactions in
securities of Embrex Inc. ("Embrex"). The authority of PAI under this
Statement shall continue until the undersigned is longer required to file
Forms 3, 4 and 5 with regard to the undersigned's ownership of or
transactions in securities of Embrex, unless earlier revoked in writing.
The undersigned acknowledges that PAI is not assuming any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.
Date: May 5, 1998
/s/ William Leland Edwards
William Leland Edwards
<PAGE>
FORM 5 (continued) Page 7 of 7 Pages
JOINT FILER INFORMATION
Name: William Leland Edwards
470 University Avenue
Palo Alto, CA 94301
Designated Filer: Palo Alto Investors
Issuer & Ticker Symbol: Embrex Inc. (EMBX)
Statement for Month/Year: 1/99
Signature: /s/ William Leland Edwards
William Leland Edwards
BLD/4325/002/1028312
