UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __3_____)*
Special Situations Fund III, L.P.
______________________________________________________
(Name of Issuer)
Units of Limited Partnership Interest
______________________________________________________
(Title of Class of Securities)
N/A
____________________________________
(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 no 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 the disclosures provided
in a prior cover page.
The information required in the remainder of the 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).
CUSIP No.N/A 13G Page 2 of 10
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MGP Advisers Limited Partnership ("MGP)
F13-3263120
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | |
(b) |X|
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (5) SOLE VOTING POWER 399.1559
SHARES -------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER None
OWNED BY -------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER 399.1559
REPORTING -------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER None
- ----------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
399.1559
- ----------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
- ----------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.8
- ----------------------------------------------------------------
(12) TYPE OF REPORTING PERSON*
IA
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CUSIP No.N/A 13G Page 3 of 10
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AWM Investment Company, Inc. ("AWM")
11-2086452
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(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 399.1559
SHARES -------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER None
OWNED BY -------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER 399.1559
REPORTING -------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER None
- ----------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
399.1559
- ----------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
- ----------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.8
- ----------------------------------------------------------------
(12) TYPE OF REPORTING PERSON*
IA
- ----------------------------------------------------------------
CUSIP No.N/A 13G Page 4 of 10
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Austin W. Marxe
###-##-####
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | |
(b) |X|
- ----------------------------------------------------------------
(3) SEC USE ONLY
- ----------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ----------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER 609.1146
SHARES -------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER 609.1146
OWNED BY -------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER 609.1146
REPORTING -------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER None
- ----------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
609.1146
- ----------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
- ----------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.9
- ----------------------------------------------------------------
(12) TYPE OF REPORTING PERSON*
IN
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Page 5 of 10 Pages
Item 1.
(a) Name of Issuer: Special Situations Fund III, L.P.
(b) Address of Issuer's Principal Executive Offices:
153 East 53 Street, New York, NY 10022
Item 2.
(a)-(c) Name of Person Filing; Address of Principal Business
Office; and Place of Organization: This statement is filed on
behalf of (i) MGP Advisers Limited Partnership, a Delaware
Limited Partnership ("MGP"), (ii) AWM Investment Company,
Inc., a Delaware corporation ("AWM") and (iii) Austin W.
Marxe. Each of the foregoing is hereinafter individually
referred to as a "Reporting Person" and collectively as the
"Reporting Persons." The principal office and business
address of the Reporting Persons is 153 East 53 Street, New
York, New York 10022. MGP is a general partner of and
investment adviser to the Fund. MGP is registered as an
investment adviser under the Investment Advisers Act of 1940,
as amended. The principal business of MGP is to act as a
general partner of and investment adviser to the Special
Situations Fund III, L.P. (the Fund). AWM Investment Company,
Inc., a Delaware corporation primarily owned by Austin Marxe,
serves as the sole general partner of MGP. Austin W. Marxe is
the principal limited partner of MGP and is the President and
Chief Executive Officer of AWM. Mr. Marxe is also an
associated person of MGP and is principally
Page 6 of 10 Pages
responsible for the selection, acquisition and disposition of
the portfolio securities by AWM on behalf of MGP and the Fund.
2(b) Title of Class of Securities: See cover sheets.
2(c) CUSIP Number: See cover sheets.
Item 3. This Schedule is being filed pursuant to Rule 13d-
1(b):
(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) (x) Investment Adviser 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
(g) (x) Parent Holding Company, in accordance with $240.13d
-1 (b) (ii) (G)
(h) ( ) Group, in accordance with $240.13d-1 (b) (1) (ii)
(H)
See Exhibit A attached hereto.
Item 4. Ownership:
(a) Amount Beneficially Owned: 399.1559 Units are
Page 7 of 10 Pages
beneficially owned by MGP. AWM, as the sole general partner
of MGP, and Austin Marxe, the principal shareholder of AWM,
also beneficially own all of such units. In addition, Austin
W. Marxe owns 209.95875 Units directly so that he beneficially
owns 609.1146 Units in total.
(b) Percent of Class: 8.9 percent of the Units are
benefically owned by Austin Marxe. 5.8 percent of the Units
are beneficially owned by MGP and AWM.
(c) Number of Shares as to Which Such Person Has Rights to
Vote and/or Dispose of Securities: MGP and AWM have the sole
power to vote or to direct the vote and to dispose or to
direct the disposition of 178.9816 Units. Austin W. Marxe has
the sole power to vote or to direct the vote and to dispose or
to direct the disposition of all securities reported hereby.
Item 5. Ownership of Five Percent or Less of a Class: If this
statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the
beneficial owner of more that five percent of the class of
securities, check the following .
Item 6.Ownership of More than Five Percent on Behalf of
Another Person: MGP as owner of 399.1559 Units, has the right
to receive any dividends from or proceeds from the sale of,
such Units. Austin W. Marxe as owner of 209.95875 has the
right to receive any dividends from, or proceeds from the sale
of, such Units.
Item 7. Identification and Classification of the Subsidiary
Page 8 of 10 Pages
Which Acquired the Security being Reported on By the Parent
Holding Company: See Exhibit A attached hereto.
Item 8. Identification and Classification of Members of the
Group: Not applicable
Item 9. Notices of Dissolution of Group: Not applicable.
Item 10. Certification:
Each of the undersigned certifies that, to the
best of his knowledge and belief, the securities referred
to above were acquired in the ordinary course of business
and were 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 purpose or effect.
Page 9 of 10 Pages
SIGNATURE
After reasonable inquiry and to the best of his knowledge
and belief, each of the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
Dated: February 3, 1998
SPECIAL SITUATIONS FUND III, L.P.
By: /s/ Austin W. Marxe
Austin W. Marxe
Individual General Parnter
MGP ADVISERS LIMITED PARTNERSHIP
By: AWM Investment Company, Inc.
By:/s/ Austin W. Marxe
Austin W. Marxe
President and Chief Executive Officer
AWM INVESTMENT COMPANY, INC.
By: /s/ Austin W. Marxe
Austin W. Marxe
President and Chief Executive Officer
/s/ Austin W. Marxe
AUSTIN W. MARXE
Page 10 of 10 Pages
EXHIBIT A
This Exhibit explains the relationship between the
Reporting Persons. Austin W. Marxe is the principal owner and
President of AWM. AWM is the sole general partner of MGP, a
registered investment adviser under the Investment Advisers
Act of 1940, as amended. MGP is a general partner of and
investment adviser to the Fund.
