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

SCHEDULE G

(Amendment No. Three)*


 Kaydon Corporation
(Name of Issuer)

 Common Stock
(Title of Class of Securities)

 486587108
(Cusip Number)

Check the following box if a fee is being paid with this 
statement.[ ] (A fee is not required only if the filing 
person: (1) has a previous statement on file reporting 
beneficial ownership of more than five percent of the class 
of securities described in Item 1; and (2) has filed no 
amendment subsequent thereto reporting beneficial ownership 
of five percent or less of such class.)  (See rule 13d-7).

*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).








 
1.  NAME OF REPORTING PERSON
S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE PERSON:

NewSouth Capital Management, Inc.
Tax ID #: 62-1237220

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a)[ ]
                                                     (b)[ ]   

3.  SEC USE ONLY

4.  CITIZENSHIP OR PLACE OF ORGANIZATION
    Tennessee
    

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING 
PERSON WITH:

5. SOLE VOTING POWER

1,622,787

6. SHARED VOTING POWER

15,000

7. SOLE DISPOSITIVE POWER

1,637,787

8. SHARED DISPOSITIVE POWER

None 	

9. AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING 
PERSON

1,637,787

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES    
CERTAIN SHARES 

N/A

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

5.1%

12. TYPE OF REPORTING PERSON*

I/A



Item 1. (a)  Name of Issuer:
			Kaydon Corporation  			
			
Item 1. (b)  Address of Issuer's Principal Executive
             Offices:                            

			Arbor Shoreline Office Park
               19345 US 19 North, Suite 500
			Clearwater, FL  34624-3148

Item 2. (a)  Name of Person Filing:

             NewSouth Capital Management, Inc.

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

             1000 Ridgeway Loop Rd. - Suite 233
             Memphis, TN  38120

Item 2. (c) Citizenship:

            USA

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

			Common Stock

Item 2. (e) CUSIP Number:

			486587108

Item 3. (e) /x/ Investment Adviser registered under Section 
203 of the Investment Advisers Act of 1940







Item 4.  Ownership:
        
(a) Amount Beneficially Owned:
1,637,787

(b) Percent of Class:

5.1%

(c) Number of Shares as to which such person has:
(i) Sole Power to vote or to direct  the 
vote:  1,622,787
(ii) Shared Power to vote or to direct the 
vote:  15,000
(iii) Sole Power to dispose or to direct the 
disposition of: 1,637,787
(iv) Shared Power to dispose or to direct 
the disposition of: N/A

With regard to the shares set forth under Item 4, of the              
1,637,787 Shares being reported, 98,720 or .31% of the 
outstanding shares of Class A stock of Kaydon Corporation,      
are managed by NewSouth Capital Management, Inc. through a 
Smith Barney Fiduciary Services Program whereby accounts 
are placed with NewSouth for management.  Although 
discretionary responsibility for the accounts is with 
NewSouth, Smith Barney retains responsibility for SEC 
filings should their cumulative holdings trigger the need 
for 13G reporting.
Of the 1,637,787 shares being reported, 34,375 or .11% of 
the outstanding shares of Class A stock of Kaydon 
Corporation are managed by NewSouth Capital Management, 
Inc. through a Morgan Keegan Preferred Program ("MKPfd") 
whereby accounts are placed with NewSouth for management.  
Although discretionary responsibility for the accounts is 
with NewSouth MKPfd retains responsibility for SEC filings 
should their cumulative holdings trigger the need for 13G 
reporting.
Of the 1,637,787 shares being reported, 595 or .002% of the 
outstanding shares of Class A stock of Kaydon Corporation        
are managed by NewSouth Capital Management, Inc. through a 
Lockwood Financial Services Program whereby accounts are 
placed with NewSouth for management.  Although 
discretionary responsibility for the accounts is with 
NewSouth, Lockwood retains responsibility for SEC filings 
should their cumulative holdings trigger the need for 13G 
reporting.

Item 5. Ownership of Five Percent or Less of a Class:  
N/A


Item 6.  Ownership of More than Five Percent on Behalf of 
Another Person:

NewSouth Capital Management is an Investment Advisor and in 
such capacity acquired the securities on behalf of it's 
Advisor clients.  No single client's interest relates to 
more than 5% of the class.

Item 7.  Identification and Classification of the 
Subsidiary Which Acquired the Security Being Reported on By 
the Parent Holding Company:  N/A

Item 8.  Identification and Classification of Members of 
the Group:  N/A

Item 9.  Notice of Dissolution of Group:  N/A

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.

Date:      2/08/99 as of 12/31/98 



Signature:____________________   
Name:      D. Stephen Morrow
Title:     Executive Vice President