UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __1___)*
Stocker & Yale Inc.
______________________________________________________
(Name of Issuer)
Common Stock, $0.001 Par Value
______________________________________________________
(Title of Class of Securities)
86126T203
____________________________________
(CUSIP Number)
December 28, 1998
-------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
--x-- Rule 13d-1(b)
---- Rule 13d-1(c)
---- Rule 13d-1(d)
*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).
CUSIP No.86126T203 13G Page 2 of 9
- ----------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Special Situations Fund III, L.P. ("The Fund") F13-3737427
MGP Advisers Limited PArtnership ("MGP") F13-3263120
- ----------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) | |
(b) |X|
- ----------------------------------------------------------------
(3) SEC USE ONLY
- ----------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ----------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER See Marxe/Greenhouse
SHARES -------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER None
OWNED BY -------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER See Marxe/Greenhouse
REPORTING -------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER None
- ----------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
376,000
- ----------------------------------------------------------------
(10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
- ----------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.2
- ----------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (See Instructions)
IV/IA
- ----------------------------------------------------------------
* AWM Investment Company, Inc., a Delaware Corporation is the
General Partner of this entity.
CUSIP No. 86126T203 13G Page 3 of 9
- ----------------------------------------------------------------
(1) NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY).
Austin W. Marxe
David Greenhouse
- ----------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) | |
(b) |X|
- ----------------------------------------------------------------
(3) SEC USE ONLY
- ----------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ----------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER 376,000
SHARES -------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER None
OWNED BY -------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER 376,000
REPORTING -------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER None
- ----------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
376,000
- ----------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
- ----------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.2
- ----------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (See Instructions)
IN
- ----------------------------------------------------------------
Page 4 of 9 Pages
Item 1.
(a) Name of Issuer: Stocker & Yale Inc.
(b) Address of Issuer's Principal Executive Offices:
32 Hampshire Road, Salem, NH 03079
Item 2.
(a)-(c) Name of Person Filing; Address of Principal Business
Office; and Place of Organization: This statement is
filed on behalf of (i) Special Situations Fund III, L.P.,
a Delaware limited partnership (the "Fund"), (ii) MGP
Advisers Limited Partnership, a Delaware Limited
Partnership ("MGP"), (iii) AWM Investment Company, Inc.,
a Delaware corporation ("AWM") and (iv) Austin W. Marxe.
Each of the foregoing is hereinafter individually
referred to as a "Reporting Person" and collectively as
the "Reporting Persons." The principal office and
business address of the Reporting Persons is 153 East 53
Street, New York, New York 10022. The busines of the
Fund is to acquire, purchase, invest in, sell, convey,
transfer, exchange and otherwise trade in principally
equity and equity related securities. MGP is a general
partner of and investment adviser to the Fund. MGP is
registered as an investment adviser under the Investment
Advisers Act of 1940, as amended. The principal business
of MGP is to act as a general partner of and investment
adviser to the Fund. AWM, a Delaware corporation
Page 5 of 9 Pages
primarily owned by Austin Marxe, serves as the sole
general partner of MGP. AWM is a registered investment
adviser under the Investment Advisers Act of 1940.
Austin W. Marxe is also the principal limited partner of
MGP and is the President and Chief Executive Officer of
AWM. Mr. Marxe is principally responsible for the
selection, acquisition and disposition of the portfolio
securities by AWM on behalf of MGP and the Fund.
2(b) Title of Class of Securities: See cover sheets.
2(c) CUSIP Number: See cover sheets.
Item 3. If this statement is filed pursuant to Rule 13d-
1(b), or 13d-2(b), check whether the person filing
is a:
(a) ( ) Broker or Dealer registered under section 15 of the
Act
(b) ( ) Bank as defined in section 3(a) (6) of the Act
(c) ( ) Insurance Company as defined in section 3(a) (19) of
the Act
(d) (x) Investment Company registered under section 8 of the
Investment Company Act
(e) (x) Investment Adviser registered under section 203 of
the Investment Advisers Act of 1940
(f) ( ) Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund
Page 6 of 9 Pages
(g) (x) Parent Holding Company, in accordance with $240.13d
-1 (b) (ii) (G)
(h) ( ) Group, in accordance with $240.13d-1 (b) (1) (ii)
(H)
See Exhibit A attached hereto.
Item 4. Ownership:
(a) Amount Beneficially Owned: 376,000 shares of Common Stock
are beneficially owned by Austin W. Marxe, David
Greenhouse, AWM, MGP and the Fund.
(b) Percent of Class: 11.2 percent of the Common Stock are
beneficially owned by Austin Marxe, David Greenhouse,
AWM, MGP and the Fund.
(c) Number of Shares as to Which Such Person Has Rights to
Vote and/or Dispose of Securities: The Fund, MGP and
AWM have the sole power to vote or to direct the vote and
to dispose or to direct the disposition of all securities
reported hereby which are respectively beneficially
owned. Austin W. Marxe and David Greenhouse have shared
power to vote or to direct the vote of and to dispose or
to direct the disposition of securities reported hereby
which are beneficially owned by Austin Marxe and David
Greenhouse by virtue of being the Executive Officers of
the Investment Adviser.
Item 5. Ownership of Five Percent or Less of a Class: If this
statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
Page 7 of 9 Pages
beneficial owner of more that five percent of the class
of securities, check the following .
Item 6.Ownership of More than Five Percent on Behalf of
Another Person: The Fund as owner of the securities in
question, has the right to receive any dividends from, or
proceeds from the sale of, such securities.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security being Reported on By the
Parent Holding Company: See Exhibit A attached hereto.
Item 8. Identification and Classification of Members of the
Group: Not applicable
Item 9. Notices of Dissolution of Group: Not applicable.
Item 10. Certification:
Each of the undersigned certifies that, to the
best of its or his knowledge and belief, the securities
referred to above were acquired in the ordinary course of
business and were 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.
Page 8 of 9 Pages
SIGNATURE
After reasonable inquiry and to the best of his knowledge
and belief, each of the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
Dated: January 8, 1998
SPECIAL SITUATIONS FUND III, L.P.
By:/s/ Austin W. Marxe
Austin W. Marxe
Individual General Parnter
MGP ADVISERS LIMITED PARTNERSHIP
By: AWM Investment Company, Inc.
By:/s/ Austin W. Marxe
Austin W. Marxe
President and Chief Executive Officer
AWM INVESTMENT COMPANY, INC.
By: /s/ Austin W. Marxe
Austin W. Marxe
President and Chief Executive Officer
/s/ Austin W. Marxe
Austin W. Marxe
/s/ David Greenhouse
David Greenhouse
Page 9 of 9 Pages
EXHIBIT A
This Exhibit explains the relationship between the
Reporting Persons. AWM is the sole general partner of MGP, a
registered investment adviser under the Investment Advisers
Act of 1940, as amended. MGP is a general partner of and
investment adviser to the Fund. AWM is a registered
investment adviser under the Investment Advisers Act of 1940
and serves as the general partner of MGP. Austin W. Marxe
and David Greenhouse are the principal owners of AWM and are
principally responsible for the acquisition and disposition
of the portfolios securities by the investment adviser.
