<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G/A
(Rule 13d-102)
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. 3)
Roberts Realty Investors, Inc.
------------------------------
(Name of Issuer)
Common Stock, $0.01 par value per share
---------------------------------------
(Title of Class of Securities)
769900101
---------
(CUSIP Number)
December 31, 1999
-----------------
(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)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
(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).
<PAGE> 2
Page Two
1 NAMES OF THE REPORTING PERSONS James M. Goodrich
IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION US Citizen
- --------------------------------------------------------------------------------
NUMBER OF
SHARES 5 SOLE VOTING POWER 14,787
-------------------------------------------
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER 267,060
-----------------------------------------
EACH
REPORTING 7 SOLE DISPOSITIVE POWER 14,787
------------------------------------------
PERSON WITH
8 SHARED DISPOSITIVE
POWER 267,060
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
281,847
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
The amount in Row 9 excludes (a) 6,835 units of limited partnership
interest ("Units") in Roberts Properties Residential, L.P. that may be exchanged
for an equal number of shares of the issuer, and (b) 24,879 shares owned by a
trust for the benefit of a son of Dr. and Mrs. Goodrich, of which Mrs. Goodrich
is the trustee. Dr. 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.
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.8%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE> 3
Page Three
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, no par value per share
Item 2(e) CUSIP Number:
769900101
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or
13d-2(b) or (c), Check Whether the Person Filing is a:
Not applicable.
<PAGE> 4
Page Four
Item 4 Ownership.
(a) Amount Beneficially Owned:
Dr. Goodrich beneficially owns 281,847 shares, composed of (i)
14,787 shares owned by Dr. Goodrich through an IRA, (ii)
48,075 Units and 110,507 shares owned jointly by Dr. Goodrich
and Penelope Goodrich, his wife, and (iii) 108,478 shares
owned by Goodrich Enterprises, Inc., of which Dr. Goodrich is
the President. Amount Beneficially Owned excludes 6,835 Units
and 24,879 shares owned by a trust for the benefit of a son of
Dr. and Mrs. Goodrich, of which Mrs. Goodrich is the trustee.
Dr. 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 267,060
(iii) sole power to dispose or to direct
the disposition of 14,787
(iv) shared power to dispose or to direct
the disposition of 267,060
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 108,478 shares
owned by Goodrich Enterprises, Inc., of which Dr. Goodrich is
the President, would be distributed to such company.
<PAGE> 5
Page Five
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.
Not applicable.
<PAGE> 6
Page Six
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 8, 2000
----------------------------------------------
(Date)
/S/ James M. Goodrich
----------------------------------------------
(Signature)
James M. Goodrich
----------------------------------------------
(Name/Title)
