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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. 2)*
ESCO Electronics Corp.
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(Name of Issuer)
Common Stock Trust Receipts
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(Title of Class of Securities)
269030201
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(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 5 pages
CUSIP No. 74018R105 13G Page 2 of 5 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Avenir Corporation
IRS ID No.: 54-1146619
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /__/
(b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Virginia, United States
5 SOLE VOTING POWER
NUMBER OF Not Applicable
SHARES 6 SHARED VOTING POWER
N/A
BENEFICIALLY
OWNED BY 7 SOLE DISPOSITIVE POWER
N/A
EACH
REPORTING
PERSON 8 SHARED DISPOSITIVE POWER
N/A
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
N/A
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
N/A
12 TYPE OF REPORTING PERSON*
IA
CUSIP No. 74018R105 13G Page 3 of 5 Pages
Item 1.
(a) Name of Issuer
ESCO Electronics Corp.
(b) Address of Issuer's Principal Executive Offices
888 Ladue Road, Suite 200
St. Louis, MO 63124
Item 2.
(a) Name of Person Filing
Avenir Corporation
(b) Address of Principal Business Office or, if none, Residence
1725 K Street, NW Ste 410
Washington, D.C. 20006
(c) Citizenship
State of Virginia, USA
(d) Title of Class of Securities
Common Stock Trust Receipts
(e) CUSIP Number
269030201
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; see
Section 240.13d-l(b)(l)(ii)(F)
(g) /__/ Parent Holding Company, in accordance with
Section 240.13d-l(b)(ii)(G) (Note: See Item 7)
CUSIP No. 74018R105 13G Page 4 of 5 Pages
(h) /__/ Group, in accordance with Section 240.13d-l(b)(l)(ii)(H)
Item 4. Ownership
If the percent of the class owned, as of December 31 of the year covered
by the statement, or as of the last day of any month described in Rule
13d-l(b)(2), if applicable, exceeds five percent, provide the following
information as of that date and identify those shares which there is a right to
acquire.
(a) Amount Beneficially Owned
N/A
(b) Percent of Class
N/A
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
N/A
(ii) shared power to vote or to direct the vote
N/A
(iii) sole power to dispose or to direct the dispostion of
N/A
(iv) shared power to dispose or to direct the disposition of
N/A
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 beneficiary 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
CUSIP No. 74018R105 13G Page 5 of 5 Pages
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
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 purposes or
effect.
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.
February 17, 1998
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Date
/s/ Peter C. Keefe
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Signature
Peter C. Keefe, Vice President
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Name/Title