CUTTER & BUCK INC
SC 13G/A, 1998-04-15
MEN'S & BOYS' FURNISHGS, WORK CLOTHG, & ALLIED GARMENTS
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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. 5)*



                               Cutter & Buck Inc.
- -------------------------------------------------------------------------------
                                (Name of Issuer)


                           Common Stock, no par value
- -------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    232217109
                                 (CUSIP Number)

- -------------------------------------------------------------------------------
                                 March 17, 1998
- -------------------------------------------------------------------------------
              (Date of event which requires filing this statement)


     Check the  appropriate  box to  designate  the rule  pursuant to which this
Schedule is filed:

         [ ]  Rule 13d-1(b)
         [ ]  Rule 13d-1(c)
         [X]  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.)



<PAGE>



- -------- ----------------------------------------------------------------------
   1     NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

         Roanoke Investors' Limited Partnership - 91-1407295
- -------- ----------------------------------------------------------------------
   2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) |_|
                                                                       (b) |_|

- -------- ----------------------------------------------------------------------
   3     SEC USE ONLY


- -------- ----------------------------------------------------------------------
   4     CITIZENSHIP OR PLACE OF ORGANIZATION

         State of Washington
- -------- ----------------------------------------------------------------------
     NUMBER OF SHARES        5    SOLE VOTING POWER
  BENEFICIALLY OWNED BY
           EACH                        -0-
     REPORTING PERSON
           WITH
                            ----- ---------------------------------------------
                             6    SHARED VOTING POWER

                                       -0-
                            ----- ---------------------------------------------
                             7    SOLE DISPOSITIVE POWER

                                       -0-
                            ----- ---------------------------------------------
                             8    SHARED DISPOSITIVE POWER

                                       -0-
- --------------------------- ----- ---------------------------------------------
   9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                     -0-
- -------- ----------------------------------------------------------------------
  10     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


- -------- ----------------------------------------------------------------------
  11     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)           -0-
- -------- ----------------------------------------------------------------------
  12     TYPE OF REPORTING PERSON*

                                        PN
- -------- ----------------------------------------------------------------------




                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

Item 1.

         (a)  Name of Issuer:  Cutter & Buck Inc.

         (b)  Address of Issuer's Principal Executive Offices:

             2701 First Avenue, Suite 500, Seattle, Washington  98121.

Item 2.

     (a) Name of Person  Filing:  Roanoke  Investors'  Limited  Partnership  (b)
Business Address: Suite 3400 1111 Third Avenue Seattle, WA 98101

     (c) Citizenship: State of Washington limited partnership

     (d) Title of Class of Securities:  Common Stock,  no par value, of Cutter &
Buck Inc.

     (e) CUSIP Number: 232217109
Item 3.

     If this statement is filed pursuant to Rules 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) [ ] Investment  Company  registered  under section 8 of the  Investment
Company Act

     (e) [ ] 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; see ss. 240.13d-1(b)(1)(ii)(F)

     (g) [ ] Parent Holding Company, in accordance with ss. 240.13d-1(b))(ii)(G)
(Note: See Item 7)

     (h) [ ] Group, in accordance with ss. 240.13d-1(b)(1)(ii)(H)

Item 4.  Ownership.

     (a) Aggregate Number of Shares of Common Stock of Issuer Beneficially Owned
by Roanoke Investors' Limited Partnership: -0-

     (b)  Percentage  of Common  Stock of Issuer  Owned by Roanoke  (based  upon
5,241,048 shares of Common Stock outstanding on March 10, 1998): -0-

     (c) Sole Voting Power of Roanoke Investors' Limited  Partnership:  -0- Sole
Dispositive Power of Roanoke Investors' Limited  Partnership:  -0- Shared Voting
Power -0- Shared Dispositive Power: -0-

     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 beneficial  owner of more than
five percent of the class of securities, check the following [ X ]


     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.

- -----------------------------------------------------------------------
CUSIP NO. 232217109                   13G                 Page 5 of 5
- -----------------------------------------------------------------------


50004740.03

         By  signing  below I  certify  that,  to the best of my  knowledge  and
belief,  the  securities  referred  to above were  acquired  and are held in the
ordinary  course  of  business  and were not  acquired  and are not held for the
purpose of or with the effect of  changing  or  influencing  the  control of the
issuer of the  securities  and were not acquired and are not held in  connection
with or as a participant in any transaction having that purpose or effect.




April 8, 1998.                              /s/ Frances M. Conley
                                            ------------------------------
                                            (Signature)
                                            Frances M. Conley, Principal,
                                            Roanoke Capital, Ltd., General
                                            Partner of Roanoke Investors'
                                            Limited Partnership




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