UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
AMENDMENT NO. 1
TO
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
MARISA CHRISTINA INCORPORATED
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(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of Class of Securities)
570 268 102
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(CUSIP Number)
Edwin S. Marks, President
CMCO, Inc.
135 East 57th Street
New York, New York 10022
(212) 909-8400
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 16, 1996
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(Date of Event which Requires filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this Schedule because of Rule 13d-
1(b)(3) or (4), check the following box [ ].
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 of less of such
class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*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 provisions of the Act (however, see the Notes).
Page 1 of 6 pages
<PAGE>
SCHEDULE 13D
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CUSIP No. 570 268 102 PAGE 2 of 6 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EDWIN S. MARKS
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP* (a) [ X ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
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NUMBER OF 7 SOLE VOTING POWER
SHARES 258,969 shs.
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 391,619 shs.
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 258,969 shs.
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PERSON WITH 10 SHARED DISPOSITIVE POWER
391,619 shs.
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
650,588 shs
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.71%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
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CUSIP No. 570 268 102 PAGE 3 of 6 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NANCY A. MARKS
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP* (a) [ X ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
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NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 391,619 shs.
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
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PERSON WITH 10 SHARED DISPOSITIVE POWER
391,619 shs.
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
391,619 shs
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.64%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1. SECURITY AND ISSUER
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The title of the class of equity securities to which
this Schedule 13D relates is the common stock, $.01 par value
(the "Common Stock"), of Marisa Christina Incorporated, a
Delaware corporation (the "Company"). The Company has its
principal executive offices at 415 Second Avenue, New Hyde Park,
New York 11040.
The initial Schedule 13D was filed for an event of
December 21, 1994. Except to the extent amended herein, the
information in the initial filing remains in effect.
ITEM 2. IDENTITY AND BACKGROUND
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(a) The persons filing this Schedule are Edwin S.
Marks and Nancy A. Marks (collectively, the "Reporting Persons").
The Reporting Persons are married to each other.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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The transactions to which this Amendment relate are
purchases of an aggregate of 64,800 shares of the Company's
Common Stock by Mr. Marks and Mrs. Marks for an aggregate
consideration of $733,987. The sources of the funds for the
purchases were their respective personal funds.
ITEM 4. PURPOSE OF TRANSACTION.
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The purchases reported in this Amendment were for
investment purposes.
Each Reporting Persons reserves the right to purchase
additional shares of the Company's Common Stock, either
separately or together with other persons, or to sell or make
gifts of all or some of the shares beneficially owned by each of
them.
Neither Reporting Person has any plans or proposals to
engage in any of the transactions specified in paragraphs (a)
through (j) of this Item; although either may, separately or
together, consider engaging in one or more of such transactions
in the future depending upon factors then existing, such as the
market for the Common Stock and the Company's then prospects.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
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(a) At July 16, 1996, Mr. Marks beneficially owned
650,588 shares of the Company's Common Stock. This represented
approximately 7.71% of the outstanding shares of the Company's
Common Stock (based upon 8,434,000 shares outstanding).
Mr. Marks disclaims beneficial ownership of the Company's Common
Stock owned by his wife.
At July 16, 1996, Mrs. Marks beneficially owned
391,619 shares of the Company's Common Stock (including 14,500
shares beneficially owned by a foundation controlled by the
Reporting Persons), representing approximately 4.64% of the
outstanding shares of the Company's Common Stock. Mrs. Marks
disclaims beneficial ownership of the Company's Common Stock
owned by her husband.
The Reporting Persons also disclaim beneficial
ownership of any shares of the Company's Common Stock owned by
other persons who may be related to them and/or affiliated with
Carl Marks & Co., Inc. or CMCO, Inc.
(b) At July 16, 1996, Mr. Marks had the sole power to
vote or to direct the vote and the sole power to dispose or to
direct the disposition of 258,969 shares of the Company's Common
Stock. He shares such powers to vote and to dispose of 391,619
shares of the Company's Common Stock (consisting of 377,119
shares owned by his wife as to which he has the power to vote and
to dispose and of 14,500 shares owned by the Marks Family
Foundation of which the Reporting Persons are the sole trustees.)
At July 16, 1996, Mrs. Marks shared the power to
vote and to dispose of 391,619 shares of the Company's Common
Stock.
(c) The only transactions during the sixty days
preceding July 16, 1996 by the Reporting Persons in the Common
Stock were the following open market purchases.
Reporting Settlement Number Price
Person Date of Shares Per Share
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Nancy A. Marks July 9, 1996 3,000 $17.38
Nancy A. Marks July 12, 1996 5,000 15.25
Nancy A. Marks July 12, 1996 5,000 16.00
Nancy A. Marks July 15, 1996 9,000 15.06
Nancy A. Marks July 16, 1996 21,400 9.11
Edwin S. Marks July 16, 1996 21,400 9.11
(d) No person other than the Reporting Persons and the
Foundation referred to in this Item 5 is known to have the right
to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of the shares of the Company's
Common Stock listed in this Item 5.
(e) Not applicable.
<PAGE>
SIGNATURES
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After reasonable inquiry and to the best of our
knowledge and belief, we certify that the information set forth
in this statement is true, complete and correct.
Date: July 16, 1996
/s/ Edwin S. Marks
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NANCY A. MARKS
By: Edwin S. Marks,
Power of Attorney
/s/ Edwin S. Marks
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EDWIN S. MARKS
