HBK Investments LP, et al. – ‘SC 13G/A’ on 2/3/00 re: Noel Group Inc

On:  Thursday, 2/3/00   ·   Confirming Copy?  Yes ©   ·   Accession #:  1011443-0-12   ·   File #:  5-47711

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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         3     20K 

Document Table of Contents

SC 13G/A
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SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C.  20549 

SCHEDULE 13G AMENDMENT  

Under the Securities Exchange Act of 1934 
(Amendment No. 4)*

 Noel Group Inc.
(Name of Issuer)

  Common Stock, Par Value $.10 Per Share
(Title of Class of Securities)

655260107 
(CUSIP Number)

  January 25, 2000
(Date of Event Which Requires Filing of this Statement) 

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

/ /  Rule 13d-1(b)                                                    
/X/  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 disclosures provided in a prior cover page.                         

The information required on 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. 655260107                                                             

1.   Name of Reporting Person:                                                  

HBK Investments L.P.                                                  

2.   Check the Appropriate Box if a Member of a Group:                          
                                       (a) / /

                                       (b) /X/

3.   SEC Use Only                                                               

4.   Citizenship or Place of Organization: Delaware                             

5.   Sole Voting Power:  3,144,200 (1)(2)         
Number of                                                                       
Shares                                                                          
Beneficially   6.   Shared Voting Power:  0                                     
Owned By                                                                        
Each                                                                            
Reporting      7.   Sole Dispositive Power:  3,144,200 (1)(2)                   
Person                                                                          
With                                                                            
8.   Shared Dispositive Power:  0                 

9.   Aggregate Amount Beneficially Owned by Each Reporting Person:              

3,144,200 (1)(2)                                                

10.  Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:      
                                           / /

11.  Percent of Class Represented by Amount in Row (9):  15.28%                 

12.  Type of Reporting Person: PN                                               

--------------                                                                  
(1)  Includes 3,144,200 shares held by HBK Master Fund L.P. HBK                 
Investments L.P. has sole voting and dispositive power over these     
shares pursuant to an Investment Management Agreement with HBK Master 
Fund L.P. Accordingly, HBK Master Fund L.P. has no beneficial         
ownership of such shares.  The 13G filed by HBK Investments L.P. on   
March 26, 1998 (as amended on September 24, 1998, February 5, 1999 and
 September 1999) is hereby amended to reflect the holdings as of January
25, 2000 and to reflect (a) the transfer of certain of the shares to  
HBK Master Fund L.P. from HBK Offshore Fund Ltd. (HBK Offshore Fund   
Ltd. being a general partner of HBK Master Fund L.P.), and (b) the    
 transfer of certain of the shares to HBK Master Fund L.P. from HBK Main
Street Investments L.P. (HBK Main Street Investments L.P. is wholly   
owned by HBK Master Fund L.P.)                                        

(2)  Power is exercised by its general partner, HBK Partners II, L.P., whose    
general partner is HBK Management L.L.C.                                        

CUSIP No. 655260107                                                             

1.   Name of Reporting Person:                                                  

HBK Main Street Investments L.P.                                      

2.   Check the Appropriate Box if a Member of a Group:                          
                                       (a) / /

                                       (b) /X/

3.   SEC Use Only                                                               

4.   Citizenship or Place of Organization: Delaware                             

5.   Sole Voting Power:  0                        
Number of                                                                       
Shares                                                                          
Beneficially   6.   Shared Voting Power:  0                                     
Owned By                                                                        
Each                                                                            
Reporting      7.   Sole Dispositive Power:  0                                  
Person                                                                          
With                                                                            
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                                               

SC 13G/A
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Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and          
Regulations under the Securities Exchange Act of 1934, as amended (the          
"Act"), the undersigned hereby amend their schedule 13G statement dated March   
26, 1998, as amended by Amendment No 1 dated September 24, 1998, Amendment      
No. 2 dated February 5, 1999, and Amendment No. 3 dated September 1999 (the     
"Schedule 13G" relating to the Common Stock, par value $.10 per share, of       
Noel Group Inc. (the "Issuer").  Unless otherwise indicated, all defined        
terms used herein shall have the same meanings as those set forth in the        
Schedule 13G.                                                                   

Item 2(a).     Names of Persons Filing.                                         

Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the General  
Rules and Regulations under the Securities Exchange Act of 1934, as amended     
(the "Act"), this Schedule 13G Statement is hereby filed by HBK Investments     
L.P., a Delaware limited partnership ("Investments"), and HBK Main Street       
Investments L.P. ("Main Street") (collectively, the "Reporting Persons").       
The Reporting Persons are making this single, joint filing because they may     
be deemed to constitute a "group" within the meaning of Section 13(d)(3) of     
the Act, although neither the fact of this filing nor anything contained        
herein shall be deemed an admission by the Reporting Persons that a group       
exists. Additionally, information is included herein with respect to the        
following persons (collectively, the "Controlling Persons"):  HBK Partners II   
L.P., a Delaware limited partnership ("Partners II"), HBK Management L.L.C.,    
a Delaware limited liability company ("Management") and Harlan B. Korenvaes,    
Kenneth M. Hirsh, Laurence H. Lebowitz, William E. Rose, Richard L. Booth,      
David C. Haley and Jamiel A. Akhtar, members of Management, who may control     
Management ("Managers").  The Reporting Persons and the Controlling Persons     
are sometimes hereinafter collectively referred to as the "Item 2 Persons."     

Item 4.   Ownership.                                                            

(a) - (b)                                                             

Reporting Persons                                                     

  Pursuant to an Investment Management Agreement with HBK Master Fund L.P.
("Master Fund"), Investments may, pursuant to Rule 13d-3(a), be deemed to       
be the beneficial owner of 3,144,200 shares (the "Shares") of Stock held by     
Master, which constitutes approximately 15.28% of the outstanding shares of     
the Stock.                                                                      

Controlling Persons                                                   

Because of its position as the sole general partner of Investments,   
Partners II may be deemed to be the beneficial owner of the Shares.             

 Each of (1) Management, as sole general partner of Partners II, and (2)
the Managers, as the controlling persons of Management,  may, pursuant to       
Rule 13d-3 of the Act, be deemed to be the beneficial owners of the Shares.     

 To the best of the knowledge of the Reporting Person, other than as set
forth above, none of the persons named in Item 2 herein is the beneficial       
owner of any shares of the Stock.                                               

(c)                                                                   

Reporting Persons                                                     

Pursuant to an Investment Management Agreement with Master Fund, and  
acting through its general partner, Partners II, Investments has the sole       
power to vote or direct the vote and to dispose or to direct the disposition    
of the Shares.                                                                  

Controlling Persons                                                   

Acting through its general partner, Management, and in its capacity as
the general partner of Investments, Partners II has the sole power to vote or   
to direct the vote and to dispose or to direct the disposition of the Shares.   

In its capacity as the general partner of Partners II, Management has 
the sole power to vote or to direct the vote and to dispose or to direct the    
disposition of the Shares.                                                      

Managers                                                              

In their capacity as controlling persons of Management, the Managers  
have the shared power to vote or to direct the vote and to dispose or to        
direct the disposition of the Shares.                                           

SC 13G/A
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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:     February 2, 2000                                           

HBK INVESTMENTS L.P.

 By:  /s/ Kevin O'Neal
      Kevin O'Neal (1)

            HBK MAIN STREET INVESTMENTS L.P.

By:  /s/ Kevin O'Neal                                                           
      Kevin O'Neal (2)

(1)  An Authorization Certificate authorizing Kevin O'Neal to act on            
behalf of HBK Investments L.P. has been previously filed.             

(2)  An Authorization Certificate authorizing Kevin O'Neal to act on            
behalf of HBK Main Street Investments L.P. has been previously filed. 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13G/A’ Filing		Date		First		Last			Other Filings
Filed on:		2/3/00							SC 13G/A
		2/2/00		3
		1/25/00		1
		2/5/99		1		2			SC 13G/A
		9/24/98		1		2
		3/26/98		1		2			SC 13G
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