UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.1)*
UNITED STATES SHOE CORPORATION
____________________________________________________________
(Name of Issuer)
Common Stock, No par value
____________________________________________________________
(Title of Class of Securities)
912605102
___________________________________________________________
(CUSIP Number)
Alan M. Stark
80 Main Street
West Orange, New Jersey 07052
(201) 325-8660
____________________________________________________________
(Name, Address, and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 15, 1995
____________________________________________________________
(Date of Event which Requires Filing of this Statement)
If this filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4)
check the following box [ ].
Check the following box if a fee is being paid with this statement
[ ]. (A fee is not required only if the reporting person: (1) has
a previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.) (See
Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties
to whom copies are to be sent.
*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).
SCHEDULE 13D
CUSIP No. 912605102 Page 2 of 4 Pages
__________________________________________________________________
1) Names of Reporting Person S.S. or I.R.S. Identification
No. of Above Person
LEON G. COOPERMAN
S.S. No. ###-##-####
_________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [ ]
_________________________________________________________________
3) SEC Use Only
_________________________________________________________________
4) Source of Funds:
WC
_________________________________________________________________
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e). . . . . . . . . . . .
N/A
_________________________________________________________________
6) Citizenship or place of Organization:
UNITED STATES
_________________________________________________________________
(7) Sole voting Power
Number of -0-
Shares Bene- ____________________________________________________
ficially (8) Shared Voting Power
owned by -0-
Each Report- ____________________________________________________
ing Person (9) Sole Dispositive Power
With -0-
_________________________________________________________________
(10) Shared Dispositive Power
-0-
_________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting
Person: -0-
_________________________________________________________________
12) Check if the Aggregate Amount in Row (11)
N/A
_________________________________________________________________
13) Percent of Class Represented by Amount in Box (11):
-0-
_________________________________________________________________
14) Type of Reporting Person
I N
Item 4. Purpose of Transaction.
All of the Company's Shares were acquired by Luxottica on
May 15, 1995 for $28.00 per share.
Item 5. Interest in Securities of the Issuer.
The following table details the sales by Omega Capital
Partners, L.P., Omega Institutional Partners, L.P., Omega Overseas
Partners, Ltd., Omega Overseas Partners II, Ltd., and the Managed
Account in shares of Common Stock within the 60 day period prior to
this filing. The transactions with asterisks were open market
transactions. The other transactions were tenders to the Luxottica
acquisition.
Omega Capital Partners, L.P.
Date of Amount of Price Per
Transaction Shares Share
05/15/95 917,800 $28.00
Omega Institutional Partners, L.P.
Date of Amount of Price Per
Transaction Shares Share
05/15/95 787,300 $28.00
Omega Overseas Partners, Ltd.
Date of Amount of Price Per
Transaction Shares Share
04/05/95* 41,800 $26.56
05/15/95 330,000 28.00
Omega Overseas Partners, II, Ltd.
Date of Amount of Price Per
Transaction Share Share
04/05/95* 14,800 $26.56
04/28/95* 2,000 27.87
05/15/95 53,300 28.00
The Managed Account
Date of Amount of Price Per
Transaction Shares Share
05/15/95 669,400 $28.00
SIGNATURE
After reasonable inquiry and to the best of the
undersigned's knowledge and belief, the undersigned hereby
certifies that the information set forth in this statement is true,
complete and correct.
Dated: June 12, 1995
/s/ ALAN M. STARK
ALAN M. STARK on behalf of LEON G.
COOPERMAN, individually and al
managing partner of Omega Capital
Partners, L.P., Omega Institutional
Partners, L.P., and as President of
Omega Advisors, Inc. pursuant to
Power of Attorney on file.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
