SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 17)*
Volt Information Sciences, Inc.
________________________________
(Name of Issuer)
Common Stock, par value $.10 per share
______________________________________
(Title of Class of Securities)
928703 10 7
______________
(CUSIP Number)
December 31, 2003
_____________________________________________________
(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)
|_| 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 the
disclosures provided in a prior cover page.
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
William Shaw
________________________________________________________________________________
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
________________________________________________________________________________
3. SEC Use Only
_______________________________________________________________________
4. Citizenship or Place of Organization United States of America
_______________________________________________________________________
Number of 5. Sole Voting Power 3,595,239
Shares Bene- __________________________________________________________
ficially Owned 6. Shared Voting Power 0
By Each __________________________________________________________
Reporting 7. Sole Dispositive Power 3,595,239
Person With __________________________________________________________
8. Shared Dispositive Power 0
__________________________________________________________
9. Aggregate Amount Beneficially Owned by Each Reporting Person
3,595,239
________________________________________________________________________________
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [ ]
________________________________________________________________________________
11. Percent of Class Represented by Amount in Row (9)
23.6%
________________________________________________________________________________
12. Type of Reporting Person (See Instructions)
IN
________________________________________________________________________________
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Item 1.
(a) Name of Issuer
Volt Information Sciences, Inc.
(b) Address of Issuer's Principal Executive Offices
c/o Volt Information Sciences, Inc.
560 Lexington Avenue, 15th Floor
New York, NY 10022
Item 2.
(a) Name of Person Filing
William Shaw
(b) Address of Principal Business Office or, if none, Residence
Volt Information Sciences, Inc.
560 Lexington Avenue, 15th Floor
New York, NY 10022
(c) Citizenship
United States of America
(d) Title of Class of Securities
Common Stock, par value $.10 share
(e) CUSIP Number
928703 10 7
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Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) |_| Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) |_| Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
(c) |_| Insurance company as defined in section 3(a)(19) of the
Act (15 U.S.C. 78c).
(d) |_| Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) |_| An investment adviser in accordance with
ss.240.13d-1(b)(1)(ii)(E);
(f) |_| An employee benefit plan or endowment fund in accordance
with ss.240.13d-1(b)(1)(ii)(F);
(g) |_| A parent holding company or control person in accordance
with ss.240.13d-1(b)(1)(ii)(G);
(h) |_| A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) |_| A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) |_| Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
The following is information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 3,595,239 shares.
Pursuant to the rules of the Securities and Exchange Commission respecting
beneficial ownership, includes 45,000 shares which were not actually
outstanding, but which were issuable upon exercise of options held by the
undersigned, each of which are presently exercisable in full. Such shares are
also considered outstanding for the purpose of computing the "Percent of Class"
below. Also includes (i) 1,500,000 shares owned by the undersigned as trustee
under a trust for his benefit, (ii) 2,400.6739 shares held for the undersigned's
benefit under the Company's Employee Stock Ownership Plan (the "ESOP") as at
December 31, 2003, which ESOP was merged into the Company's 401(k) Savings Plan
(as merged, the "Plan") as of January 1, 2000; however, separate accounts are
maintained for the shares held under the ESOP and Savings Plan feature of the
Plan, (iii) 21,115.4918 shares held for the undersigned under the Savings Plan
features of the Plan as at December 31, 2003, and (iv) 99,561 shares held as
sole trustee for the benefit of the undersigned's wife, as to which 99,561
shares the undersigned disclaims beneficial ownership.
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(b) Percent of class: 23.6%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 3,595,239*
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition
of: 3,595,239*
(iv) Shared power to dispose or to direct the disposition
of: 0
* The aggregate of ESOP and Plan share ownership has been rounded to the
nearest whole number.
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.
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
Not applicable.
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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: February 10, 2004
_______________________
William Shaw