Royce & Associates Inc/Adv, et al. – ‘SC 13G/A’ on 7/10/00 re: Noodle Kidoodle Inc

On:  Monday, 7/10/00, at 10:40am ET   ·   Accession #:  734269-0-106   ·   File #:  5-31669

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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         6±    22K 

Document Table of Contents

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549 

SCHEDULE 13G
(Rule 13d-102)
Information statement pursuant to Rules 13d-1 and 13d-2 

 Under the Securities Exchange Act of 1934
 (Amendment No. 1)

 Noodle Kidoodle, Inc.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

 655370104
(CUSIP Number)

*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 7 Pages                                                               

CUSIP No. 655370104   13G     Page 2 of 7 Pages                                 

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

Royce & Associates, Inc.    13-2579297                                      
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                       
                        (a)  [X]

                   (b)
3   SEC USE ONLY                                                            

4   CITIZENSHIP OR PLACE OF ORGANIZATION                                    

U.S.A.                                                                      

NUMBER OF        5  SOLE VOTING POWER                                       
SHARES           784,300                                                
BENEFICIALLY      6      SHARED VOTING POWER                                  
OWNED BY                                                                  
EACH          7  SOLE DISPOSITIVE POWER                               
REPORTING          784,300                                                  
PERSON          8  SHARED DISPOSITIVE POWER                               
WITH                                                                    

9  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH                              
REPORTING PERSON                                                      

784,300                                                                     

10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)                              
EXCLUDES CERTAIN SHARES             [ ]                               

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

10.31%                                                                          

12  TYPE OF REPORTING PERSON*                                                 
IA                                                                    

 *SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 655370104   13G     Page 3 of 7 Pages                                 
1   NAME OF REPORTING PERSON                                              
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                 

Charles M. Royce    579-50-3435                                   
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                     
                          (a)  [X]

                     (b)
3   SEC USE ONLY                                                          

4   CITIZENSHIP OR PLACE OF ORGANIZATION                                  

U.S.A.                                                            

NUMBER OF        5  SOLE VOTING POWER                                       
SHARES        See Item 2(a) of attached schedule                        
BENEFICIALLY      6      SHARED VOTING POWER                                  
OWNED BY                                                                  
EACH          7  SOLE DISPOSITIVE POWER                               
REPORTING       See Item 2(a) of attached schedule                          
PERSON          8  SHARED DISPOSITIVE POWER                               
WITH                                                                    

9  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH                            
REPORTING PERSON                                                    

See Item 2(a) of attached schedule                                  
10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)                            
EXCLUDES CERTAIN SHARES             [ ]                             

11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)                       
See Item 2(a) of attached schedule                                  

12  TYPE OF REPORTING PERSON*                                               
IN                                                                  

CUSIP No. 655370104   13G     Page 4 of 7 Pages                                 
Item 1(a)    Name of Issuer:                                                    

Noodle Kidoodle, Inc.                                               

Item 1(b)    Address of Issuer's Principal Executive Offices:                   

Chief Financial Officer                                                         
6801 Jericho Turnpike                                                           
Syosset, NY   11791                                                             

Item 2(a)    Name of Persons Filing:                                            

Royce & Associates, Inc. ("Royce") and Charles M. Royce.  Mr.         
Royce may be deemed to be a controlling person of Royce and as such             
may be deemed to beneficially own the shares of Common Stock of                 
Noodle Kidoodle, Inc. beneficially owned by Royce.  Mr. Royce does              
not own any shares outside of Royce, and disclaims beneficial ownership         
of the shares held by Royce.                                                    

Item 2(b)    Address of Principal Business Office, or, if None, Residence:      

1414 Avenue of the Americas, New York, NY  10019                      

Item 2(c)    Citizenship:                                                       

Royce is a New York Corporation, and Mr. Royce is a                   
citizen of the U.S.A.                                                           
Item 2(d)    Title of Class of Securities:                                      

Common Stock                                                          
Item 2(e)    CUSIP Number:                                                      

655370104                                                             

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                                                  
  (g) [ ] Parent Holding Company, in accordance with Rule 13d-1 (b)(ii)(G)
(h) [X] Group                                                         

CUSIP No. 655370104   13G     Page 5 of 7 Pages                                 

Item 4  Ownership                                                             

(a) Amount Beneficially Owned                                         
Royce:       784,300                                        

(b) Percent of Class:                                                 
Royce:       10.31%                                         

(c)     Number of shares as to which such person has:                 

(i) sole power to vote or to direct the vote                  
      Royce        784,300

(ii)    shared power to vote or to direct the vote            
    Royce   __________

(iii)    sole power to dispose or to direct the disposition     
of                   Royce      784,300       

(iv)    shared power to dispose or to direct the              
disposition of           Royce   __________   

See item 2(a) above for information relating to the beneficial                  
ownership of Mr. Royce.                                                       

Item 5   Ownership of Five Percent or Less of a Class. (       )                

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.             

This filing is on behalf of Royce and Mr. Royce as                    
members of a group pursuant to Rule 13d-(1)(b)(ii)(H).  Royce is                
an investment adviser registered under Section 203 of the Investment            
Advisers Act of 1940.                                                           

Item 9   Notice of Dissolution of Group.                                        
NOT APPLICABLE                                        

CUSIP No. 655370104   13G     Page 6 of 7 Pages                                 

Item 10  Certification.                                                         

By signing below each of the undersigned certifies that, to the               
best of its knowledge or belief, the securities referred to above were          
acquired in the ordinary course of business and were not 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.                                                              

Exhibits 1. Agreement to file Schedule 13G jointly.                           

Signature 

After reasonable inquiry and to the best of its knowledge and                 
belief, each of the undersigned certifies that the information set forth        
in this statement with respect to it is true, complete and correct.             

Date:    July 10, 2000                                                          

Royce & Associates, Inc.                                                        

By: W. Whitney George                  John E. Denneen atty - in - fact         
Signature                           Charles M. Royce                      

CUSIP No. 655370104   13G     Page 7 of 7 Pages                                 
 Exhibit 1
 AGREEMENT

AGREEMENT dated as of July 10, 2000 between                           
Royce & Associates, Inc. ("Royce"), a New York corporation, and                 
Charles M. Royce.                                                               

WHEREAS, pursuant to paragraph (f) of Rule 13d-1 promulgated          
under Subsection 13(d)(1) of the Securities Exchange Act of 1934, as            
amended (the "1934 Act"), the parties hereto have decided to satisfy            
their filing obligations under the 1934 Act by a single joint filing:           

NOW, THEREFORE, the undersigned hereby agree as follows:              

1.    The Schedule 13G with respect to Noodle Kidoodle, Inc.          
to which this is attached as Exhibit 1 is filed on behalf of Royce              
and Mr. Royce.                                                                  

2.    Each of Royce and Mr. Royce is responsible for the              
completeness and accuracy of the information concerning such person             
contained therein; provided that each person is not responsible for the         
completeness or accuracy of the information concerning any other person         
making such filing.                                                             

IN WITNESS WHEREOF, the undersigned hereunto set their hands          
as of the date first above written.                                             

ROYCE & ASSOCIATES, INC.              

By: W. Whitney George                 

John E. Denneen atty-in-fact          
Charles  M. Royce             

Dates Referenced Herein

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