UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1) *
Imagistics International Inc.
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(Name of Issuer)
Shares of Common stock, par value $.01 per share
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(Title of Class of Securities)
45247T104
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(CUSIP Number)
December 31, 2005
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(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)
[X] 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
disclosures provided in a prior cover page.
The information required on 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. Names of Reporting Persons
I.R.S. Identification Nos. of above Persons (entities only).
Witmer Asset Management, LLC 13-3735486
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [X]
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. Sole Voting Power
0
6. Shared Voting Power
0
7. Sole Dispositive Power
0
8. Shared Dispositive Power
0
9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
10. Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares (See
Instructions)
[_]
11. Percent of Class Represented by Amount in Row (9)
0%
12. Type of Reporting Person (See Instructions)
CO
1. Names of Reporting Persons
I.R.S. Identification Nos. of above Persons (entities only).
Charles H. Witmer
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [X]
3. SEC Use Only
4. Citizenship or Place of Organization
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. Sole Voting Power
0
6. Shared Voting Power
0
7. Sole Dispositive Power
0
8. Shared Dispositive Power
0
9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
10. Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares (See
Instructions)
[_]
11. Percent of Class Represented by Amount in Row (9)
0%
12. Type of Reporting Person (See Instructions)
IN
1. Names of Reporting Persons
I.R.S. Identification Nos. of above Persons (entities only).
Meryl B. Witmer
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [X]
3. SEC Use Only
4. Citizenship or Place of Organization
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. Sole Voting Power
0
6. Shared Voting Power
0
7. Sole Dispositive Power
0
8. Shared Dispositive Power
0
9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
10. Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares (See
Instructions)
[_]
11. Percent of Class Represented by Amount in Row (9)
0%
12. Type of Reporting Person (See Instructions)
IN
Item 1. Name of Issuer
(a) Name of Issuer:
Imagistics International Inc.
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(b) Address of Issuer's Principal Executive Offices:
100 Oakview Drive
Trumbull, CT 06611
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Item 2. Name of Person Filing
(a) Name:
Witmer Asset Management, LLC
Charles H. Witmer
Meryl B. Witmer
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(b) Address of Principal Business Office:
237 Park Avenue, Suite 800
New York, New York 10017
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(c) Citizenship:
Delaware
U.S.A.
U.S.A.
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(d) Title of Class of Securities:
Shares of Common stock, par value $.01 per share
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(e) CUSIP Number:
45247T104
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Item 3. If this statement is filed pursuant to ss. 240.13d-1(b) or ss.
240.13d-2(b) or (c), 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 of 1940.
[_] (e) An investment adviser in accordance with ss.
240.13(d)-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)(ii)(G)
[_] (h) A savings association 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.
[_] (j) Group, in accordance with ss. 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
(a) Amount Beneficially Owned:
Witmer Asset Management, LLC 0 shares
Charles H. Witmer 0 shares
Meryl B. Witmer 0 shares
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(b) Percent of Class:
Witmer Asset Management, LLC 0%
Charles H. Witmer 0%
Meryl B. Witmer 0%
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(c) Number of shares as to which the person has:
(i) sole power to vote or to direct the vote:
Witmer Asset Management, LLC 0 shares
Charles H. Witmer 0 shares
Meryl B. Witmer 0 shares
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(ii) shared power to vote or to direct the vote:
Witmer Asset Management, LLC 0 shares
Charles H. Witmer 0 shares
Meryl B. Witmer 0 shares
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(iii) sole power to dispose or to direct the disposition of:
Witmer Asset Management, LLC 0 shares
Charles H. Witmer 0 shares
Meryl B. Witmer 0 shares
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(iv) shared power to dispose or to direct the disposition of:
Witmer Asset Management, LLC 0 shares
Charles H. Witmer 0 shares
Meryl B. Witmer 0 shares
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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
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Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
Not Applicable
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Item 8. Identification and Classification of Member of the Group
Not Applicable
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Item 9. Notice of Dissolution of Group
Not Applicable
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Item 10. Certification
The following certification shall be included if the statement is
filed pursuant to ss.240.13d-1(c):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having that purpose or effect.
Exhibits Exhibit 1
Joint Filing Agreement dated February 14, 2006 among Witmer Asset
Management, LLC, Charles H. Witmer and Meryl B. Witmer.
SIGNATURES
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 14, 2006 Witmer Asset Management, LLC
/s/ Charles H. Witmer *
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Name: Charles H. Witmer
Title: Managing Member
Dated: February 14, 2006 /s/ Charles H. Witmer *
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Charles H. Witmer
Dated: February 14, 2006 /s/ Meryl B. Witmer *
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Meryl B. Witmer
* The reporting persons hereby disclaim beneficial ownership over the shares
reported on this 13G to the extent of their pecuniary interest therein.
Exhibit 1
Joint Filing Statement
Statement Pursuant to Rule 13d-1(k)(1)
The undersigned agree that this Amendment No. 1 to Schedule 13G dated
February 14, 2006 relating to the Common Stock of Imagistics International Inc.
shall be filed on behalf of the undersigned.
Dated: February 14, 2006 Witmer Asset Management, LLC
/s/ Charles H. Witmer
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Name: Charles H. Witmer
Title: Managing Member
Dated: February 14, 2006 /s/ Charles H. Witmer
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Charles H. Witmer
Dated: February 14, 2006 /s/ Meryl B. Witmer
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Meryl B. Witmer
00124.0001 #545038