UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __2___)*
Educational Insights, Inc.
______________________________________________________
(Name of Issuer)
Common stock, No Par Value
______________________________________________________
(Title of Class of Securities)
28148T100
____________________________________
(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.28148T100 13G Page 2 of 9
- ----------------------------------------------------------------
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AWM Investment Company, Inc. ("AWM")
11-2086452
- ----------------------------------------------------------------
(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 None
SHARES -------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER None
OWNED BY -------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER None
REPORTING -------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER None
- ----------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
None
- ----------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
- ----------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
None
- ----------------------------------------------------------------
(12) TYPE OF REPORTING PERSON*
IA
- ----------------------------------------------------------------
CUSIP No.28148T100 13G Page 3 of 9
- ----------------------------------------------------------------
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Austin W. Marxe
###-##-####
- ----------------------------------------------------------------
(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 None
SHARES -------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER None
OWNED BY -------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER None
REPORTING -------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER None
- ----------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
None
- ----------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
- ----------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
None
- ----------------------------------------------------------------
(12) TYPE OF REPORTING PERSON*
IN
- ----------------------------------------------------------------
Page 4 of 9 Pages
Item 1.
(a) Name of Issuer: Educational Insights Inc.
(b) Address of Issuer's Principal Executive Offices:
16941 Keegan Avenue, Carson, CA 90746
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) AWM Investment Company, Inc., a Delaware
corporation ("AWM") and (ii) 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. AWM Investment Company, Inc., a Delaware corporation
primarily owned by Austin Marxe, serves as the sole general
partner of MGP. MGP is a general partner of and investment
adviser to the Special Situations Fund III, L.P. (the Fund).
MGP is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended. AWM is a
registered investment advisor to, and general partner of,
Special Situations Cayman Fund, L.P., a limited partnership
formed under the laws of the Cayman Islands (the Cayman Fund).
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
responsible for the selection, acquisition and disposition of
Page 5 of 9 Pages
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.If this statement is filed pursuant to Rule 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) (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) ( ) 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: None
Page 6 of 9 Pages
(b) Percent of Class: None
(c) Number of Shares as to Which Such Person Has Rights to
Vote and/or Dispose of Securities: AWM has the sole power to
vote or direct the vote of securities reported hereby which
are beneficially owned by AWM by virtue of it being the
Investment Advisor to the Cayman Fund. Austin W. Marxe has
the sole power to vote or to direct the vote of securities
reported hereby which are beneficially owned by Austin Marxe
by virtue of being the primary owner of and President and
Chief Executive Officer of AWM. Austin Marxe has shared power
to vote or to direct the vote of all securities owned by
Austin Marxe by virtue of being an Individual General Partner
of the Fund. AWM and Austin Marxe have the sole power to
dispose or to direct the disposition of all shares reported
hereby which are beneficially owned respectively by AWM and
Austin Marxe.
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 x .
Item 6.Ownership of More than Five Percent on Behalf of
Another Person: The fund and the Cayman Fund, as owners of
the securities in question, have the right to receive any
Page 7 of 9 Pages
dividends from or proceeds from the sale of, such securities.
Item 7. Identification and Classification of the Subsidiary
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 its or 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 8 of 9 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: January 28, 1999
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 9 of 9 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. AWM ia a registered
investment adviser under the Investment Advisers Act of 1940
and also serves as the general partner of, and investment
adviser to, the Cayman Fund.
