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SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13G*
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
Natural Wonders, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
639014109
(CUSIP Number)
Conversion from 13D
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule 13G is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
________________
*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 purposes 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. 639014109 13G
____________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Centennial Associates, L.P.
13-2860099
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
1,144,774
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
-0-
OWNED BY ___________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
1,144,774
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
-0-
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,144,774
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
14.85%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 639014109 13G
Item 1(a). Name of Issuer:
The name of the issuer is Natural Wonders, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
The Company's principal executive offices are located at 4209 Technology
Drive, Fremont, California 94538.
Item 2(a). Name of Person Filing:
This statement is filed by:
(i) Centennial Associates, L.P. ("Centennial") a Delaware limited
partnership with respect to the shares of Common Stock directly
owned by it. The general partners of Centennial are Joseph H.
Reich, Peter K. Seldin and Tracy S. Nagler.
The foregoing persons are hereinafter sometimes
collectively referred to as the "Reporting Persons."
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the business office of the Reporting Persons is
900 Third Ave. Suite 1801, New York, New York 10022.
Item 2(c). Citizenship:
Centennial is a limited partnership organized under the laws of the State of
Delaware. Mr. Reich, Mr. Seldin and Ms. Nagler are United States
citizens.
Item 2(d). Title of Class of Securities:
Common Stock par value $.01 per share (the "Common Stock")
Item 2(e). CUSIP Number: 639014109
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Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or
(c), 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 of 1940,
(e) [ ] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940,
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance with
13d-1 (b)(1)(ii)(F),
(g) [ ] Parent Holding Company or control person in accordance
with Rule 13d-1 (b)(ii)(G),
(h) [ ] Savings Associations as defined in Section 3(b) of the
Federal Deposit Insurance Act,
(i) [ ] Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940,
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Not applicable.
Item 4. Ownership.
A. Centennial Associates, L.P.
(a) Amount beneficially owned: 1,144,774
(b) Percent of class: 14.85% The percentages used herein are
calculated based upon their being 7,707,389 shares of Common
Stock stated by the Company to be outstanding, net of
treasury shares as of November 28, 1998 in the Company's Form
10-Q filed with the SEC for the quarter ended October 31,
1998.
(c)(i) Sole power to vote or direct the vote: 1,144,774
(ii) Shared power to vote or direct the vote: -0-
(iii) Sole power to dispose or direct the disposition: 1,144,774
(iv) Shared power to dispose or direct the disposition: -0-
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
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Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Centennial has the power to dispose of and the power to vote the shares
of Common Stock beneficially owned by it, which power may be exercised by Mr.
Reich, Mr. Seldin and Ms. Nagler as general partners of Centennial.
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.
Item 10. Certification.
The Reporting Persons hereby make the following certification:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or
effect.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
DATED: March 4, 1999
Centennial Associates, L.P.
By: /s/ Joseph H. Reich
Joseph H. Reich
