Amendment No. 9 to Schedule 13G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AUeotwVJl5kf2kq2KZMEc3vjGb3OrCNmXS0/zTNOCuwQfNJDXqQ4JzI8QImQtfZ1 iz3pAWodpMgqemdV+QLfnw== 0001193125-06-030471.txt : 20060214 0001193125-06-030471.hdr.sgml : 20060214 20060214105338 ACCESSION NUMBER: 0001193125-06-030471 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BENTHOS INC CENTRAL INDEX KEY: 0000011390 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 042381876 STATE OF INCORPORATION: MA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50353 FILM NUMBER: 06608169 BUSINESS ADDRESS: STREET 1: 49 EDGARTON DRIVE CITY: NORTH FALMOUTH STATE: MA ZIP: 02556 BUSINESS PHONE: 5085631000 MAIL ADDRESS: STREET 1: 49 EDGERTON DR CITY: NORTH FALMOUTH STATE: MA ZIP: 02556 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RAYMOND SAMUEL O CENTRAL INDEX KEY: 0001033819 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 49 EDGERTON DRIVE CITY: NORTH FALMOUTH STATE: MA ZIP: 02556-2826 BUSINESS PHONE: 5085631000 MAIL ADDRESS: STREET 1: C/O DAVIS, MALM & D AGOSTINE PC STREET 2: ONE BOSTON PLACE CITY: BOSTON STATE: MA ZIP: 02108 SC 13G/A 1 dsc13ga.htm AMENDMENT NO. 9 TO SCHEDULE 13G Amendment No. 9 to Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 9)

Benthos, Inc.

(Name of Issuer)

Common Stock, $.06 2/3 par value per share

(Title of Class of Securities)

082641 10 1

(CUSIP Number)

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

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x 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).

SCHEDULE 13G

CUSIP No. 082641 10 1


1		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Samuel O. Raymond
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.


Number of Shares Beneficially Owned by Each Reporting Person with		5 SOLE VOTING POWER 44,210
		6 SHARED VOTING POWER None
		7 SOLE DISPOSITIVE POWER 44,210
		8 SHARED DISPOSITIVE POWER None


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 44,210
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES x
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.09%
12		TYPE OF REPORTING PERSON IN

Page 2 of 4 Pages

SCHEDULE 13G

CUSIP No. 082641 10 1

Item 1

Issuer

(a)

The name of the issuer is Benthos, Inc. (the “Issuer”).

(b)

The address of the Issuer’s principal executive offices is 49 Edgerton Drive, N. Falmouth, Massachusetts 02556.

Item 2

Reporting Person

(a)

The name of the person filing this Schedule is Samuel O. Raymond (the “Reporting Person”).

(b)

The principal business address of the Reporting Person is 49 Edgerton Drive, N. Falmouth, Massachusetts 02556.

(c)

The Reporting Person is a citizen of the United States of America.

(d)

The title of the class of securities to which this Schedule relates is Common Stock, $.06 2/3 par value.

(e)

The CUSIP number of this class of securities is 082641 10 1.

Item 3

Type of Reporting Person

Not Applicable

Item 4

Ownership

Reference is made to Items 5 though 11 of the Cover Page of this Schedule.

Item 5

Ownership of Five Percent or Less of a Class

Not applicable

Item 6

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable

Page 3 of 4 Pages

SCHEDULE 13G

CUSIP No. 082641 10 1

Item 7

Identification and Classification of Subsidiary, etc.

Not Applicable

Item 8

Identification and Classification of Members of the Group

Not Applicable

Item 9

Notice of Dissolution of Group

Not Applicable

Item 10

Certifications

Not Applicable

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.

February 13, 2006

Date

/s/ Samuel O. Raymond

Signature

Samuel O. Raymond

Name

Page 4 of 4 Pages

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