UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  SCHEDULE 13G


                    UNDER THE SECURITIES EXCHANGE ACT of 1934
                               (AMENDMENT NO. 4)*

                               Resound Corporation
                                (NAME OF ISSUER)

                                  Common Stock
                         (TITLE OF CLASS OF SECURITIES)

                                    761194109
                                 (CUSIP NUMBER)

                                December 31, 1999
             (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)

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

        [ X ] Rule 13d-1(b)

        [   ] 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 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)


CUSIP NO. 761194109       13G

1     NAME OF REPORTING PERSON
      S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
          Rockefeller & Co., Inc.
          I.R.S. Identification No.: 13-3006584

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
          Not applicable          (a)       |_|
                                  (b)       |_|

3    SEC USE ONLY

4    CITIZENSHIP OR PLACE OF ORGANIZATION
          New York

                             5      SOLE VOTING POWER
NUMBER OF                           Not applicable.

SHARES                       6      SHARED VOTING POWER
                                    Not applicable.
BENEFICIALLY
                             7      SOLE DISPOSITIVE POWER
OWNED BY                            Not applicable

EACH REPORTING               8      SHARED DISPOSITIVE POWER
                                    Not applicable.
PERSON WITH

9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
          Not applicable.

10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
          Not applicable.

11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
          Not applicable

12   TYPE OF REPORTING PERSON*
          IA

                      *SEE INSTRUCTION BEFORE FILLING OUT!


Item 1(a).  Name of Issuer:

            Resound Corporation

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

            220 Saginaw Drive
            Seaport Centre
            Redwood City, CA  94063

Item 2(a).  Name of Person Filing:

            Rockefeller & Co., Inc.

Item 2(b).  Address of Principal Business Office:

            30 Rockefeller Plaza, New York, New York 10112

Item 2(c).  Citizenship:

            New York

Item 2(d).  Title of Class of Securities:

            Common Stock

Item 2(e).  CUSIP Number:

            761194109

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)  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 13d-(b)(1)(ii)(F),

(g)         Parent Holding Company, in accordance with
            Rule 13d-1(b)(ii)(G),

(h)         Group, in accordance with Rule 13d-1(b)(1)(ii)(H).


Item 4.     Ownership

            Not applicable.

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 beneficial  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.

Item 10.  Certification.

     Inasmuch as the reporting  person is no longer the beneficial owner of more
than 5  percent  of the  number  of  shares  outstanding  of the  issuer  of the
securities  referenced  herein,  the reporting  person has no further  reporting
obligation under Section 13 of the Securities  Exchange Act with respect to such
issuer.

          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 14, 2000
(Date)



(Signature)

David A. Strawbridge, Vice President
(Name/Title)