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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13G/A
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(AMENDMENT NO. 2)(1)
Roberts Realty Investors, Inc.
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(Name of Issuer)
Common Stock, no par value per share
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(Title of Class of Securities)
769900101
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(CUSIP Number)
December 31, 1998
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(Date of Event Which Requires Filing of this Statement)
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(1) 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 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).
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CUSIP No. 769900101 13G Page 2 of 5 Pages
<TABLE>
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<S> <C> <C>
1 NAMES OF REPORTING PERSONS James M. Goodrich
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a)
(b)
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
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NUMBER OF 5 SOLE VOTING POWER 14,787
SHARES
BENEFICIALLY --------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER 265,060
EACH
REPORTING --------------------------------------------------------
PERSON WITH 7 SOLE DISPOSITIVE POWER 14,787
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8 SHARED DISPOSITIVE POWER 265,060
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 279,847
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
The amount in Row 9 excludes (i) 6,835 Units owned by a trust for
the benefit of one son of Mr. Goodrich and his wife, of which she
is a trustee, and (ii) 6,835 Units and 24,879 shares owned by a
trust for the benefit of another son of Mr. and Mrs. Goodrich, of
which his wife is also a trustee. Mr. Goodrich disclaims beneficial
ownership of such shares and Units, and the filing of this
statement shall not be construed as an admission that he is, for
the purposes of Section 13(d) or 13(g) of the Act, the beneficial
owner of such securities.
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.8%
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12 TYPE OF REPORTING PERSON*
IN
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</TABLE>
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Item 1(a) Name of Issuer:
Roberts Realty Investors, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
8010 Roswell Road, Suite 120
Atlanta, GA 30350
Item 2(a) Name of Person Filing:
James M. Goodrich
Item 2(b) Address of Principal Business Office or, if None, Residence:
524 Manor Ridge Drive
Atlanta, GA 30305
Item 2(c) Citizenship
United States of America
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
769900101
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
Not applicable.
Item 4. Ownership.
(a) Amount Beneficially Owned:
Mr. Goodrich beneficially owns 279,847 shares, composed of (i)
14,787 shares owned by Mr. Goodrich through an IRA, (ii)
48,075 units of limited partnership interest in Roberts
Properties Residential, L.P. that may be exchanged for an
equal number of shares of Common Stock and 110,507 shares, in
each case owned jointly by Mr. Goodrich and Penelope Goodrich,
his wife, and (iii) 106,478 shares owned by Goodrich
Enterprises, Inc., of which Mr. Goodrich is the President.
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Amount Beneficially Owned excludes (i) 6,835 Units owned by a
trust for the benefit of one son of Mr. and Mrs. Goodrich, of
which Mrs. Goodrich is a trustee, and (ii) 6,835 Units and
24,879 shares owned by a trust for the benefit of another son
of Mr. and Mrs. Goodrich, of which Mrs. Goodrich is also a
trustee. Mr. Goodrich disclaims beneficial ownership of such
shares and Units,
(b) Percent of Class:
5.8%
(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct
the vote 14,787
(ii) shared power to vote or to direct
the vote 265,060
(iii) sole power to dispose or to direct
the disposition of 14,787
(iv) shared power to dispose or to direct
the disposition of 265,060
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.
The dividends or proceeds from the sale of 106,478 shares
owned by Goodrich Enterprises, Inc., of which Mr. Goodrich is
the President, would be distributed to such company.
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.
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Item 10. Certification.
Not applicable.
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.
February 16, 1999
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(Date)
/s/ James M. Goodrich
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(Signature)
James M. Goodrich
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(Name/Title)
