TELLURIAN INC /NJ/
SC 13D, 1998-05-28
COMPUTER & OFFICE EQUIPMENT
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13D



                    Under the Securities Exchange Act of 1934


                                 TELLURIAN, INC.
                                (Name of Issuer)



                     Common Stock, Par Value $.01 Per Share
                          Title of Class of Securities)



                                    879674109
                                 (CUSIP Number)


            Dr. Ronald Swallow, 300K Route 17 South, Mahwah, NJ 07430
            (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)


                                 January 7, 1998
             (Date of Event which Requires Filing of this Statement)


     If the 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 [ ]






<PAGE>
                                  SCHEDULE 13D

                 NAME OF REPORTING PERSON
      1          S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                 Alpha International Corp.

      2          CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP               

                    (a) [  ]
                    (b) [  ]

                 
      3          SEC USE ONLY   

      4          SOURCE OF FUNDS

                 WC

      5          CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED 
                 PURSUANT TO ITEMS 2(D) OR 2(E)   [  ]

      6          CITIZENSHIP OR PLACE OF ORGANIZATION

                    Anguilla, British West Indies



Number of Shares Owned By Each 

                   7            SOLE VOTING POWER

                                2,200,000

                   8            SHARED VOTING POWER

                                0

                   9            SOLE DISPOSITIVE POWER

                                2,200,000

                   10           SHARED DISPOSITIVE POWER

      11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                2,200,000

      12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN 
                 SHARES


      13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                                35.79%

      14         TYPE OF REPORTING PERSON

                                  CO






<PAGE>
Item 1.           Security and Issuer.

                  This  statement on Schedule 13D (the  "Statement")  relates to
the common stock, par value $0.01 per share (the "Common Stock"),  of Tellurian,
Inc., a Delaware  corporation  (the  "Company"),  with its  principal  executive
offices at 300K Route 17 South, Mahwah, New Jersey 07430.


Item 2.           Identity and Background.

     (a) - (f).  This  Statement  is being  filed by Alpha  International  Corp.
(AAlpha@),  whose  principal  business  address  is P.O.  Box 671,  The  Valley,
Anguilla,  British West Indies. Alpha is incorporated in the British West Indies
and its principal business is investing in public and private securities.

     During the last five years Alpha has not (i) been  convicted  in a criminal
proceeding  or  (ii)  been a  party  to a  civil  proceeding  of a  judicial  or
administrative body of competent jurisdiction and as a result of such proceeding
was or is  subject  to a  judgment,  decree  or  final  order  enjoining  future
violations  of, or prohibiting  or mandating  activities  subject to, Federal or
state securities laws or finding any violation with respect to such laws.


Item 3.           Source and Amount of Funds or Other Consideration.

     The  aggregate  purchase  price of  $2,200,000  came from  Alpha=s  working
capital.

Item 4.           Purpose of Transaction.

     Warrants to acquire  2,200,000 shares were acquired in a private  placement
for investment purposes.


Item 5.           Interest in Securities of the Issuer.

     (a) Alpha beneficially  owns, in the aggregate,  2,200,000 shares of Common
Stock or 35.79%  of the  outstanding  shares  of Common  Stock as of the May 20,
1998.

     (b) Upon exercise of the Warrants,  Alpha possess the sole power to dispose
of, direct the disposition of and vote all 2,200,00 shares.  Alpha has the right
to exercise the warrants at any time until November 5, 2001.

     (c) Within the past 60 days from the date hereof,  Alpha acquired 2,200,000
shares in a private  transaction  at a purchase  price of $1.00 per share for an
aggregate purchase price of $2,200,000.


     Item 6.  Contracts,  Arrangements,  Understandings  or  Relationships  with
Respect to Securities of the Issuer.

     There  are no  contracts,  arrangements,  understandings  or  relationships
(legal or  otherwise)  between  Alpha and any other  person with  respect to any
securities of the Company.

Item 7.           Material to be Filed as Exhibits.

     There are no exhibits required to be filed.





<PAGE>
                                    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: May 14, 1998
                                                       ALPHA INTERNATIONAL CORP.




                                                          By: /s/ Jane Borgognon
                                                Title: Authorized Representative








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