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| OMB APPROVAL |
| -----------------------|
| OMB NUMBER: 3235-0145 |
| EXPIRES: DECEMBER 31, |
| 1997 |
|ESTIMATED AVERAGE BURDEN|
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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. 1 )*
---
Norton McNaughton, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock ($.01 par value)
- --------------------------------------------------------------------------------
(Title of Class of Securities)
668685 10 0
- --------------------------------------------------------------------------------
(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 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).
SEC 1745(2-95) Page 1 of 4 pages
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CUSIP NO. 668685 10 0 13G PAGE 2 OF 4 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Norton Sperling
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
Not applicable (b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 748,116
OWNED BY ------------------------------------------------------
EACH 6 SHARED VOTING POWER
REPORTING
PERSON 0
WITH
------------------------------------------------------
7 SOLE DISPOSITIVE POWER
748,116
------------------------------------------------------
8 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
748,116
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* / /
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.8%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 4 pages
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Cusip No. 668685 10 0 page 3 of 4 pages
Note: This Amendment No. 1 to the Statement on Schedule 13G dated February
13, 1995 is being restated in order to comply with Rule 101(a)(2)(ii)
of Regulation S-T.
Item 1(a). Name of Issuer
The name of the issuer is Norton McNaughton, Inc. (the
"Company").
Item 1(b). Address of Issuer's Principal Executive Offices
The principal executive offices of the Company are located
at 463 Seventh Avenue, New York, New York 10018.
Item 2(a). Names of Persons Filing
This statement is being filed by Norton Sperling.
Item 2(b). Address of Principal Business Office or, if None, Residence
The address of the principal business office of the
reporting person is c/o Norton McNaughton, Inc., 463 Seventh Avenue, New York,
New York 10018.
Item 2(c). Citizenship
Norton Sperling is a citizen of the United States.
Item 2(d). Title of Class of Securities
The securities to which this statement relates are shares of
the common stock, $.01 par value (the "Common Stock"), of the Company.
Item 2(e). CUSIP Number
The CUSIP number of the Common Stock is 668685 10 0.
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a:
Not applicable.
Item 4. Ownership
(a) As of December 31, 1996, Norton Sperling
beneficially owned, for purposes of Rule 13d-3 under the Act, 748,116
shares of Common Stock.
(b) The shares owned beneficially by Norton
Sperling represent approximately 9.8% of the issued and outstanding
Common Stock as of December 31, 1996 (such amount includes 12,500
shares of Common Stock issuable on the exercise of currently
exercisable options to purchase Common Stock granted to Mr. Sperling
pursuant to the Company's 1994 Stock Option Plan).
(c) Norton Sperling has the sole power to vote or
to direct the voting of his shares and has the sole power to dispose of
or to direct the disposition of his shares.
Page 3 of 4 pages
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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.
Item 10. Certification
Not applicable.
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/ Norton Sperling
_______________________________
Norton Sperling
Page 4 of 4 pages
