Special Situations Fund III LP, et al. – ‘SC 13G/A’ on 2/11/98 re: National Picture & Frame Co

As of:  Wednesday, 2/11/98   ·   Accession #:  914248-98-63   ·   File #:  5-42827

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Amendment to Statement of Beneficial Ownership   —   Schedule 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G/A    Amendment to Statement of Beneficial Ownership         5±    21K 


UNITED STATES                 
SECURITIES AND EXCHANGE COMMISSION                  
Washington, D.C.  20549                 

SCHEDULE 13G                

Under the Securities Exchange Act of 1934               
(Amendment No. ___1___)*                

National Picture and Frame Co.          
______________________________________________________              
(Name of Issuer)                

Common stock, $ .01 Par Value           
______________________________________________________              
(Title of Class of Securities)                

637152109                     
____________________________________              
(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 the 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.637152109               13G         Page  2  of  9                     

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

AWM Investment Company, Inc. ("AWM")                                  
11-2086452                                                            
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(2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*  (a) | |                 
                                       (b) |X|
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(3)  SEC USE ONLY                                                               

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(4)  CITIZENSHIP OR PLACE OF ORGANIZATION                                       

Delaware                                                              
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NUMBER OF     (5) SOLE VOTING POWER             None                          
SHARES       -------------------------------------------------              
BENEFICIALLY   (6) SHARED VOTING POWER           None                           
OWNED BY      -------------------------------------------------               
EACH        (7) SOLE DISPOSITIVE POWER         None                       
REPORTING     -------------------------------------------------               
PERSON WITH    (8) SHARED DISPOSITIVE POWER      None                           
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(9)  AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON                

None                                                                  
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES                      
CERTAIN SHARES*                                                       

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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9                            

None                                                                  
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(12) TYPE OF REPORTING PERSON*                                                  

IA                                                                    
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CUSIP No.637152109              13G         Page  3   of   9                    

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

Austin W. Marxe                                                       
117-30-1861                                                           
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(2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*  (a) | |                 
                                       (b) |X|
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(3)  SEC USE ONLY                                                               

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(4)  CITIZENSHIP OR PLACE OF ORGANIZATION                                       

United States                                                         
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NUMBER OF     (5) SOLE VOTING POWER          None                             
SHARES       -------------------------------------------------              
BENEFICIALLY   (6) SHARED VOTING POWER        None                              
OWNED BY      -------------------------------------------------               
EACH        (7) SOLE DISPOSITIVE POWER     None                           
REPORTING     -------------------------------------------------               
PERSON WITH    (8) SHARED DISPOSITIVE POWER       None                          
----------------------------------------------------------------                
(9)  AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON                

None                                                                  
----------------------------------------------------------------                
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES                      
CERTAIN SHARES*                                                       

----------------------------------------------------------------                
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9                            

None                                                                  
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(12) TYPE OF REPORTING PERSON*                                                  

IN                                                                    
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                           Page 4 of 9 Pages

Item 1.                                                                         
(a)  Name of Issuer:  National Picture & Frame Co.                              
(b)  Address of Issuer's Principal Executive Offices:                           
1500 Commerce St., Greenwood,  MI  38930                              
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) AWM Investment Company, Inc., a Delaware                          
corporation ("AWM") and (ii) 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.  AWM Investment Company, Inc., a Delaware corporation                    
primarily owned by Austin Marxe, serves as the sole general                     
partner of MGP. MGP is a general partner of and investment                      
adviser to the Special Situations Fund III, L.P. (the Fund).                    
MGP is registered as an investment adviser under the                            
Investment Advisers Act of 1940, as amended.  AWM is a                          
registered investment advisor to, and general partner of,                       
Special Situations Cayman Fund, L.P., a limited partnership                     
formed under the laws of the Cayman Islands (the Cayman Fund).                  
Austin W. Marxe is the principal limited partner of MGP and is                  
the President and Chief Executive Officer of AWM.  Mr. Marxe                    
is also an associated person of MGP and is principally                          
responsible for the selection, acquisition and disposition of                   
       Page 5 of 9 Pages
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) ( )   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                      
(g) ( )   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:  None                                           

         Page 6 of 9 Pages

(b)  Percent of Class:  None                                                    
(c)  Number of Shares as to Which Such Person Has Rights to                     
Vote and/or Dispose of Securities:  AWM has the sole power to                 
vote or direct the vote of securities reported hereby which                     
are beneficially owned by AWM by virtue of it being the                         
Investment Advisor to the Cayman Fund.  Austin W. Marxe has                     
the sole power to vote or to direct the vote of securities                      
reported hereby which are beneficially owned by Austin Marxe                    
by virtue of being the primary owner of and President and                       
Chief Executive Officer of AWM.  Austin Marxe has shared power                  
to vote or to direct the vote of all securities owned by                        
Austin Marxe by virtue of being an Individual General Partner                   
of the Fund.  AWM and Austin Marxe have the sole power to                       
dispose or to direct the disposition of all shares reported                     
hereby which are beneficially owned respectively by AWM and                     
Austin Marxe.                                                                   
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 that five percent of the class of                      
securities, check the following   x .                                           
Item 6.Ownership of More than Five Percent on Behalf of                         
Another Person:  The fund and the Cayman Fund, as owners of                     
the securities in question, have the right to receive any                       

       Page 7 of 9 Pages
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: February 2, 1998                                                         

AWM INVESTMENT COMPANY, INC.            

By: /s/ Austin W. Marxe                 
Austin W. Marxe               
       President and Chief Executive Officer

/s/ Austin W. Marxe           
AUSTIN W. MARXE               

                 Page 9 of 9 Pages

EXHIBIT A                   

This Exhibit explains the relationship between the                    
Reporting Persons.  Austin W. Marxe is the principal owner and                  
President of AWM.  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 ia a registered                            
investment adviser under the Investment Advisers Act of 1940                    
and also serves as the general partner of, and investment                       
adviser to, the Cayman Fund.                                                    

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13G/A’ Filing		Date		Other Filings
Filed on:		2/11/98		SC 13G,  SC 13G/A
		2/2/98
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