SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* SONKIN PAUL D (Last) (First) (Middle) 460 PARK AVENUE 12TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol MEADE INSTRUMENTS CORP [ MEAD ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) X Other (specify below) see footnote #1
	3. Date of Earliest Transaction (Month/Day/Year) 09/02/2005
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common stock $.01 par value(1)	09/02/2005		P		4,730(2)	A	$2.41	978,228	D(3)
Common stock $.01 par value	09/09/2005		P		3,333(4)	A	$2.36	608,915	D(5)
Common stock $.01 par value	09/09/2005		P		3,333(6)	A	$2.36	638,131	D(7)
Common stock $.01 par value	09/09/2005		P		3,334(8)	A	$2.36	981,562	D(9)
Common stock $.01 par value	09/27/2005		P		166,666(10)	A	$2.352	775,581	D(11)
Common stock $.01 par value	09/27/2005		P		166,667(12)	A	$2.352	804,798	D(13)
Common stock $.01 par value	09/27/2005		P		216,667(14)	A	$2.354	1,198,229	D(15)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* SONKIN PAUL D (Last) (First) (Middle) 460 PARK AVENUE 12TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) see footnote #1

1. Name and Address of Reporting Person* HUMMINGBIRD VALUE FUND LP (Last) (First) (Middle) 460 PARK AVENUE, 12TH FL (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) see footnote #1

1. Name and Address of Reporting Person* HUMMINGBIRD MICROCAP VALUE FUND LP (Last) (First) (Middle) 460 PARK AVENUE, 12TH FL (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) see footnote #1

1. Name and Address of Reporting Person* HUMMINGBIRD CONCENTRATED FUND LP (Last) (First) (Middle) 460 PARK AVENUE, 12TH FL (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) see footnote #1

1. Name and Address of Reporting Person* HUMMINGBIRD MANAGEMENT LLC (Last) (First) (Middle) 460 PARK AVENUE, 12TH FL (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) see footnote #1

1. Name and Address of Reporting Person* HUMMINGBIRD CAPITAL LLC (Last) (First) (Middle) 460 PARK AVENUE, 12TH FL (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) see footnote #1

Explanation of Responses:

1. This Form 4 is filed jointly by Paul D. Sonkin, The Hummingbird Value Fund, L.P. ("HVF"), The Hummingbird Microcap Value Fund, L.P.("Microcap"),The Hummingbird Concentrated Fund, L.P. ("Concentrated"), Hummingbird Capital, LLC, and Hummingbird Management, LLC. Paul D. Sonkin is the Managing Member of (a) Hummingbird Capital, LLC, the general partner of HVF, Microcap, and Concentrated, and (b) Hummingbird Management, LLC, the investment manager to HVF, Microcap, and Concentrated. Accordingly, each of Paul D. Sonkin, Hummingbird Capital, LLC, and Hummingbird Management, LLC may be deemed to beneficially own the securities owned by HVF, Microcap, and Concentrated, reported herein. The Reporting Persons are members of a Section 13(d) group that owns more than 10% of the Issuer's outstanding Common Stock.

2. Acquired by The Hummingbird Concentrated Fund, L.P.

3. Owned directly by The Hummingbird Concentrated Fund, L.P., and indirectly by Paul D. Sonkin, Hummingbird Capital, LLC, and Hummingbird Management, LLC, each of which disclaims beneficial ownership of the securities owned by The Hummingbird Concentrated Fund, L.P., except to the extent that each such party has an interest, if any, in The Hummingbird Concentrated Fund, L.P. In addition to all the shares reported in this Form 4, Paul D. Sonkin directly owns 35,666 shares.

4. Acquired by The Hummingbird Value Fund, L.P.

5. Owned directly by The Hummingbird Value Fund, L.P., and indirectly by Paul D. Sonkin, Hummingbird Capital, LLC, and Hummingbird Management, LLC, each of which disclaims beneficial ownership of the securities owned by The Hummingbird Value Fund, L.P., except to the extent that each such party has an interest, if any, in The Hummingbird Value Fund, L.P.

6. Acquired by The Hummingbird Microcap Value Fund, L.P.

7. Owned directly by The Hummingbird Microcap Value Fund, L.P., and indirectly by Paul D. Sonkin, Hummingbird Capital, LLC, and Hummingbird Management, LLC, each of which disclaims beneficial ownership of the securities owned by The Hummingbird Value Microcap Fund, L.P., except to the extent that each such party has an interest, if any, in The Hummingbird Microcap Value Fund, L.P.

8. Acquired by The Hummingbird Concentrated Fund, L.P.

9. See footnote #3.

10. Acquired by The Hummingbird Value Fund, L.P.

11. See footnote #5.

12. Acquired by The Hummingbird Microcap Value Fund, L.P.

13. See footnote #7.

14. Acquired by The Hummingbird Concentrated Fund, L.P.

15. See footnote #3.

	Paul D. Sonkin	09/27/2005
	The Hummingbird Value Fund, L.P.	09/27/2005
	The Hummingbird Microcap Value Fund, L.P.	09/27/2005
	The Hummingbird Concentrated Fund, L.P.	09/27/2005
	Hummingbird Management, L.L.C.	09/27/2005
	Hummingbird Capital, L.L.C.	09/27/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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