SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. SCHEDULE 13G (Under the Securities Exchange Act of 1934) (Amendment No. 1)* Apogee Enterprises, Inc. - ------------------------------ (Name of Issuer) COMMON STOCK - --------------------------------- (Title of Class of Securities) 037598109 - ----------------------- (Cusip Number) *The remainder of this cover page shall be filled out for a reporting person's initial filing of 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.) [Continued on the following page(s)] Page 1 of 4 Pages CUSIP No. 037598109 Page 2 of 4 Pages - ---------------------------------------------------------------- 1. Name of reporting person S.S. or I.R.S. identification no. of above person David L. Babson and Company Incorporated 04-1054788 - ---------------------------------------------------------------- 2. Check the appropriate box if a member of a group*s (a)( ) (b)( X ) - ---------------------------------------------------------------- 3. SEC use only - ---------------------------------------------------------------- 4. Citizenship or place of organization Massachusetts - ---------------------------------------------------------------- 5. Sole Voting Power 1,201,800 Number of ----------------------------- shares 6. Shared Voting Power beneficially owned by 0 each ----------------------------- Reporting 7. Sole Dispositive Power person with 1,201,800 ----------------------------- 8. Shared Dispositive Power None - --------------------------------------------------------------- 9. Aggregate amount beneficially owned by each reporting person 1,201,800 - ---------------------------------------------------------------- 10. Check if the aggregate amount in row (9) excludes certain shares* - ---------------------------------------------------------------- 11. Percent of class represented by amount in row 9 4.35% - ---------------------------------------------------------------- 12. Type of Reporting person IA Page 3 of 4 Pages Cusip #: 037598109 SCHEDULE 13G ITEM 1(A): NAME OF ISSUER: Apogee Enterprises,Inc. 1(B): ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 7900 Xerxes Ave. South Suite 1800 Minneapolis, MN 55431 ITEM 2(A): NAME OF PERSON FILING: David L. Babson and Company Incorporated ("DLB") ITEM 2(B): ADDRESS OF PRINCIPAL BUSINESS OFFICE: One Memorial Drive Cambridge, Massachusetts 02142-1300 ITEM 2(C): CITIZENSHIP: See Item 4 of Cover Page ITEM 2(D): TITLE OF CLASS OF SECURITIES: See Cover Page ITEM 2(E): CUSIP NUMBER: See Cover Page ITEM 3: TYPE OF REPORTING PERSON: See Item 12 of Cover Page ITEM 4: OWNERSHIP: (a) AMOUNT BENEFICIALLY OWNED: DLB, in its capacity as investment adviser, may be deemed the beneficial owner of 1,201,800 shares of common stock of the Issuer which are owned by numerous investment counselling clients. (b) PERCENT OF CLASS: 4.35% (c) For information on voting and dispositive power with respect to the above listed shares, see Items 5 - 8 of Cover Page. Page 4 of 4 Pages Cusip #: 037598109 ITEM 5: OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: 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: 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 purpose or effect. 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. Date: November 5, 1998 Signature: --//Leslie A. Meinhart//-- Name/Title: LESLIE A. MEINHART Compliance Manager