<PAGE> 1
OMB APPROVAL
OMB Number: 3235-0146
Expires: December 31, 1997
Estimated average burden
hours per response....14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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).
Page 1 of 4 pages
<PAGE> 2
- --------------------- -----------------
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 770,616
OWNED BY
EACH --------------------------------------------------
REPORTING 6 SHARED VOTING POWER
PERSON
WITH 0
--------------------------------------------------
7 SOLE DISPOSITIVE POWER
770,616
--------------------------------------------------
8 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
770,616
- -------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.35%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 4 pages
<PAGE> 3
Cusip No. 668685 10 0 page 3 of 4 pages
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 reporting person is 1025 Seawane Drive,
Hewlett Harbor, New York 11557.
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 January 1, 1998, Norton Sperling
beneficially owned, for purposes of Rule 13d-3 under the Act, 770,616
shares of Common Stock.
(b) The shares owned beneficially by Norton
Sperling represent approximately 10.35% of the issued and outstanding
Common Stock as of January 1, 1998 (such amount includes 35,000 shares
of Common Stock issuable on the exercise of currently exercisable
options to purchase Common Stock granted to Mr. Sperling under the
Company's 1994 Stock Option Plan).
(c) As of January 1, 1998, 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
<PAGE> 4
Cusip No. 668685 10 0 page 4 of 4 pages
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 10, 1998
/s/ Norton Sperling
--------------------------------------------
Norton Sperling
Page 4 of 4 pages
