ELTRON INTERNATIONAL INC
SC 13G, 1997-02-14
OFFICE MACHINES, NEC
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                                  SCHEDULE 13G


                   Under the Securities Exchange Act of 1934
                               (Amendment No. 2)*



                          ELTRON INTERNATIONAL, INC.
- -------------------------------------------------------------------------------
                                (Name of Issuer)


                          COMMON STOCK, no par value
- -------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                  290382 10 0
- -------------------------------------------------------------------------------
                                 (CUSIP Number)



Check the following box if a fee is being paid with the statement [ ].  (A fee
is not required only if the reporting 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
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).





                                                                          1 of 5
<PAGE>   2
CUSIP NO. 290382 10 0              SCHEDULE 13G        PAGE   2   OF   5   PAGES
         ---------------------                              -----    -----      

  (1)     NAMES OF REPORTING PERSON                 
          S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                

               Donald K. Skinner                 
          ---------------------------------------------------------------------

  (2)     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (A)   [   ]
                                                                    (B)   [   ]

          --------------------------------------------------------------------- 

  (3)     SEC USE ONLY

          ---------------------------------------------------------------------

  (4)     CITIZENSHIP OR PLACE OF ORGANIZATION                      
               United States
          ---------------------------------------------------------------------

                       (5)     SOLE VOTING POWER                    
  NUMBER OF                         738,258 (1)
   SHARES              --------------------------------------------------------
 BENEFICIALLY          (6)     SHARED VOTING POWER                  
  OWNED BY                          0
    EACH               --------------------------------------------------------
  REPORTING            (7)     SOLE DISPOSITIVE POWER               
 PERSON WITH                        738,258 (1)
                       --------------------------------------------------------
                       (8)     SHARED DISPOSITIVE POWER             
                                    0
                       --------------------------------------------------------

  (9)     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON         

                738,258 (1)
          ---------------------------------------------------------------------

 (10)     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
          SHARES*  
                                                       [ ]
          ---------------------------------------------------------------------

 (11)     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9           
                10.1% 
          ---------------------------------------------------------------------

 (12)     TYPE OF REPORTING PERSON*

               IN
          ---------------------------------------------------------------------
                    *SEE INSTRUCTIONS BEFORE FILLING OUT!









___________________________

(1)      DOES NOT INCLUDE GRANT OF 60,000 OPTIONS TO PURCHASE COMMON STOCK
         NONE OF WHICH WAS VESTED AT DECEMBER 31, 1996.





                                     2 of 5
<PAGE>   3
ITEM 1.

               (a)   This Schedule 13G relates to the Common Stock of Eltron
                     International, Inc., a California corporation (the
                     "Issuer").

               (b)   The address of the Issuer's principal executive office is
                     41 Moreland Road, Simi Valley, California 93065.

ITEM 2.

               (a)   This Amendment No. 2 to the Schedule 13G is filed by
                     Donald K. Skinner.

               (b)   The filing person's business address is 41 Moreland Road,
                     Simi Valley, California 93065.

               (c)   Donald K. Skinner is a United States citizen.

               (d)   The class of securities to which this Schedule 13G relates
                     is the Common Stock, no par value, of the Issuer.

               (e)   The CUSIP number of such securities is 290382 10 0.

ITEM 3.        STATEMENTS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b)

               This statement is not filed pursuant to Rule 13d-1(b) or
               13d-2(b).

ITEM 4.        OWNERSHIP

               (a)   As of December 31, 1996, the filing person beneficially
                     owned 738,258 shares.

               (b)   Such ownership constituted 10.1% of the class.

               (c)   As to such shares, the number of shares as to which such
                     person has:

                      (i)   sole power to vote or to direct the vote is
                            738,258,

                     (ii)   shared power to vote or to direct the vote is 0,

                    (iii)   sole power to dispose or to direct the disposition
                            of is 738,258, and

                    (iv)   shared power to dispose or to direct the
                           disposition of is 0.

ITEM 5.        OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

                     Not applicable.

ITEM 6.        OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

                     Not applicable.





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<PAGE>   4
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

                     This Schedule 13G is not filed pursuant to Rule 13d-1(b).
















                                     4 of 5
<PAGE>   5
                                   SIGNATURE


         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.





February 12, 1997



                                                   /s/ Donald Skinner
                                                   ----------------------------
                                                       Donald K. Skinner


Note:    Six copies of this statement, including all exhibits, should be filed
with the Commission

ATTENTION:       INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
                 FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)



















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