Bear Stearns & Co Inc/NY – ‘SC 13D/A’ on 1/14/98 re: Puro Water Group Inc

As of:  Wednesday, 1/14/98   ·   Accession #:  918134-98-2   ·   File #:  5-51753

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

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial           4±    13K 
                          Ownership                                              

Document Table of Contents

Page 1                                                                          

            SECURITIES AND EXCHANGE COMMISSION
                                      Washington, DC 20549

                                            SCHEDULE 13D
Under the Securities Exchange Act of 1934   

                          (Amendment No. 1 )

                            Puro Water Group, Inc.
                                (Name of Issuer)
                                              Common Stock
                                    (Title of Class of Securities)

                         746371103
                              (CUSIP Number)

          Charles A. Nalbone, Bear, Stearns & Co. Inc.
            115 South Jefferson Road, Whippany, NJ 07981
                                    (973) 739-2202
             (Name, Address and Telephone Number of Person
                 Authorized to Receive Notices and Communications)

                                               January 7, 1998
       (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 this 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 or less of such class. (See Rule 13d-7)                                 

Note:  When filing this statement, in paper format, six copies of               
this statement, including exhibits, should be filed with the Commission.        
See Rule 13d-1(a) for other parties to whom copies are to be sent.              

Page 2                                                                          

CUSIP NO.  746371103                                                            

                                   13D

NAME OF REPORTING PERSON                                        
S.S. OR I.R.S. NOTIFICATION NO. OF ABOVE PERSON:                
1       BEAR, STEARNS & CO. INC.                                                
IRS #13-3299429                                                 

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:                      
                                                                         (a) [ ]
                                                                         (b) [ ]
3       SEC USE ONLY                                                            

4       SOURCE OF FUNDS*:                                                       
WC, PF                                                          

5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO    
ITEMS 2(d)(e):                                    
                                                                             [ ]
6       CITIZENSHIP OR PLACE OF ORGANIZATION:                                   
Delaware                                                        

          7       SOLE VOTING POWER:

                 0

            8       SHARED VOTING POWER:

                 0

               9       SOLE DISPOSITIVE POWER:

                 0

                 10      SHARED DISPOSITIVE POWER:

                 0

11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:           
                 0

12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN          
SHARES*:                                                        
                                                                             [ ]

13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):                     
     0.0

14      TYPE OF REPORTING PERSON*:                                              
BD                                                

                                    See Instructions Before Filling Out!

Page 3                                                                          

                            Schedule 13D Amendment No. 1

     This statement constitutes Amendment No. 1 to the statement on Schedule 13D
(the "Schedule 13D") filed with the Securities and Exchange Commission by Bear, 
Stearns & Co. Inc. ("Bear Stearns") with respect to its ownership of the Common 
Stock of Puro Water Group, Inc. (the "Issuer").                                 

Item 3:  Source and Amount of Funds or Other Consideration                      

Not applicable.                                               

Item 5:  Interest in Securities of the Issuer (as of 1/7/98)                    

      (a)     The responses of Bear Stearns to Rows (11) through (13) of the
      cover page of this Amendment No. 1 to Schedule 13D are
               incorporated herein by reference.  To the best of Bear Stearns'
      knowledge, none of its executive officers or directors
beneficially own any Common Stock of the Issuer.

     (b)     The responses of Bear Stearns to Rows (7) through (10) of the
      cover page of this Amendment No. 1 to Schedule 13D are
incorporated herein by reference.               

  (c)     Since the date of its initial filing on Schedule 13D, Bear
            Stearns has effected transactions in the Common Stock of the
                Issuer.  Information concerning transactions in the Common Stock
    effected by Bear Stearns is set forth on Appendix I.

(d)     Not Applicable.                                         

        (e)   On January 7, 1998, United States Filter Corporation completed its
acquisition of Puro Water Group, Inc. According to the terms of the   
  acquisition, Puro Water Group, Inc. holders would receive ($0.0063 par):
a fraction of United States Filter Corporation common ($0.01 par)     
   determined by dividing $7.20 by the average market price of United States
Filter Corporation Common during the consecutive 10-day trading period
beginning on the 16Th trading day prior to shareholders meeting.      
Therefore, Bear Stearns ceased to be the beneficial owner of more than
five percent of the Common Stock of the Issuer on January 7, 1998.    

Page 4                                                                          

Signature:                                                                      

    After reasonable inquiry and to the best of my knowledge and belief,

I certify that the information set forth in this statement is true,             

complete and correct.                                                           

Dated: January 14, 1997                            BEAR, STEARNS & CO. INC.     

                                                                         By: /s/
                                                                     Barry Cohen
                                                        Senior Managing Director

APPENDIX I    
BEAR, STEARNS & CO. INC.  

Puro Water Group, Inc.

Trades from 10/28/97 through 1/7/98 

(Various Firm Accounts)   

***** 01/07 *****             
150,600- PURO WATER GROUP INC            XCH OA              .00        

(Various Discretionary Accounts)  

***** 01/07 *****         
1,368- PURO WATER GROUP INC            XCH OA              .00          
4,342- PURO WATER GROUP INC            XCH OA              .00          
4,208- PURO WATER GROUP INC            XCH OA              .00          
29,758- PURO WATER GROUP INC            XCH OA              .00         
4,624- PURO WATER GROUP INC            XCH OA              .00          

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13D/A’ Filing		Date		Other Filings
Filed on:		1/14/98		None on these Dates
		1/7/98
		1/14/97
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