February 14, 1996
Securities and Exchange
Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Schedule 13G BEI Electronics, Inc.
Dear Sirs:
This notice is to inform you of an electronic filing (via
EDGAR), for SoGen International Fund, Inc., a Maryland
corporation (the "Fund"), and its investment adviser,
Societe Generale Asset Management Corp., a Delaware
corporation (the "Adviser"), of Amendment No. 2 to Schedule
13G pursuant to Rule 13d-2(b) under the Securities Exchange
Act of 1934, as amended, relating to the ownership by the
Fund of common stock of BEI Electronics, Inc., a California
corporation. The Fund is an investment company registered as
such under Section 8 of the Investment Company Act of 1940,
as amended, and the Adviser is an investment adviser
registered as such under Section 203 of the Investment
Advisers Act of 1940, as amended.
The Schedule 13G has been sequentially numbered in
conformity with Rule 0-3(b).
Should you have any further concerns or require additional
information do not hesitate to contact Margaret Hartman at
212 278-5848.
Sincerely yours,
/s/ Philip J. Bafundo
Philip J. Bafundo
Secretary
Enclosures
cc: BEI Electronics, Inc.
National Association of Securities Dealers, Inc.
3045
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549
SCHEDULE 13G
Information statement pursuant to Rule 13d-1 and 13d-2
(Amendment No. 2 )(1)
BEI Electronics, Inc.
(Name of issuer)
Class A Common Stock $0.001 Par Value Per
Share
(Title of class of securities)
05538E109
(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
Rule13d-7.)
(Continued on following page (s))
(Page 1 of 6 Pages)
_________
(1) 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 the purpose of Section 18 of the
Securities Exchange Act of 1934 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.).
13G
Page 2 of 6 Pages
CUSIP No. 05538E109
1. NAME OF REPORTING PERSONS S.S. OR I.R.S
IDENTIFICATION
NO.OF ABOVE PERSONS
SoGen International Fund, Inc. 132672902
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OF PLACE OF ORGANIZATION
Maryland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
412,300 Shared with its investment adviser,
Societe Generale Asset Management Corp.
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
412,300 Shared with its investment adviser,
Societe Generale Asset Management Corp.
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING
PERSON
412,300
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.06%
12. TYPE OF REPORTING PERSON*
IV
* SEE INSTRUCTIONS BEFORE
FILLING OUT 13G
Page 3 of 6 Pages
CUSIP No. 05538E109
1. NAME OF REPORTING PERSONS S.S. OR I.R.S.
IDENTIFICATION
NO. OF ABOVE PERSONS
Societe Generale Asset Management Corp. 133557071
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OF PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
412,300 Shared with its investment advisory client,
SoGen International Fund, Inc.
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
412,300 Shared with its investment advisory client,
SoGen International Fund, Inc.
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING
PERSON
412,300
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9)EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.06%
12. TYPE OF REPORTING PERSON*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
Item 1
(a) Name of Issuer: BEI Electronics, Inc. (the "Issuer").
(b) Address of Issuer's Principal Executive
Offices: One Post Street, Suite 2500,
San Francisco, CA 94104
Item 2
(a) Names of Persons Filing: SoGen International Fund, Inc.,
a Maryland corporation (the "Fund"), and its investment
adviser Societe Generale Asset Management Corp., a Delaware
corporation (the "Adviser").
(b) Address of Principal Business Office: The principal
business offices of the Fund and the Adviser are located at
1221 Avenue of the Americas, New York, NY 10020.
(c) Citizenship: The Fund is a Maryland
corporation. The Adviser is a Delaware corporation.
(d) Title of Class of Securities: Common Stock $0.001 Par
Value Per Share (the "Shares").
(e) CUSIP Number: 05538E109 Item 3
The persons filing this Schedule 13G are: (c) an investment company
registered under Section 8 of
the Investment Company Act of 1940, as amended (the "Fund"), and(d)
an investment adviser registered
under Section 203 of the Investment Advisers Act of 1940, as amended
(the "Adviser").
Page 4 of 6
Schedule 13G
Item 4
Ownership
(a) Amount Beneficially Owned: The Fund beneficially owns 412,300
Shares. The Adviser, by virtue of its powers under its investment
advisory contract with the Fund, may be deemed to be a beneficial
owner of such Shares
(b) Percentage of class: The Fund beneficially owns 6.06%
of the outstanding Shares. The Adviser may be deemed to be
the beneficial owner of 6.06% of the outstanding Shares. (c)
Number of Shares As to Which Such Persons Have: (i) sole
power to vote or direct the vote: 412,300
(ii) shared power to vote or direct the
vote:
None
(iii) sole power to dispose or to direct the disposition of
412,300
(iv) shared power to dispose or to direct the
disposition of:
None
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.
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.
Page 5 of 6
Schedule 13G
Item 10
Certification
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not 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.
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.
Dated: February 14,1996
SOGEN INTERNATIONAL FUND, INC.
By: /s/ Jean-Marie Eveillard
Jean Marie Eveillard President
SOCIETE GENERALE ASSET MANAGEMENT CORP.
By: /s/Jean Marie Eveillard
Jean Marie Eveillard
President
Page 6 of 6
