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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 34)*
Canal Capital Corporation
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
913014106
(CUSIP Number)
Asher B. Edelman, 717 Fifth Avenue,
New York, New York 10022
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 29, 1996
(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 __
Check the following box if a fee is being paid with this
statement __. (A fee is not required only if the filing 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.)
(Continued on following page)
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 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 ("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. 913014106 Page 1 of 12 Pages
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Asher B. Edelman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF,00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) /x/
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States
_________________________________________________________________
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
78,900 (including options on 47,500 shares)
8 SHARED VOTING POWER
103,000
9 SOLE DISPOSITIVE POWER
78,900 (INCLUDING OPTIONS ON 47,500 shares)
10 SHARED DISPOSITIVE POWER
103,000
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
181,900 (including options on 47,500 shares)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
See Item 5 /x/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
CUSIP No. 913014106 Page 2 of 12 Pages
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Regina M. Edelman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION Brazil
_________________________________________________________________
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
185,050
8 SHARED VOTING POWER
103,000
9 SOLE DISPOSITIVE POWER
185,050
10 SHARED DISPOSITIVE POWER
103,000
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
288,050
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
/_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
CUSIP No. 913014106 Page 3 of 12 Pages
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
A.B. Edelman Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(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 Delaware
_________________________________________________________________
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
1,012,120
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,012,120
10 SHARED DISPOSITIVE POWER
0
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,012,120
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.4%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 913014106 Page 4 of 12 Pages
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Felicitas Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
_________________________________________________________________
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
3,399
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
3,399
10 SHARED DISPOSITIVE POWER
0
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,399
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 913014106 Page 5 of 12 Pages
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Aile Blanche, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
_________________________________________________________________
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
8,400
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
8,400
10 SHARED DISPOSITIVE POWER
0
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 913014106 Page 6 of 12 Pages
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Canal Capital Corporation Retirement Plan
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(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 New York
_________________________________________________________________
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
26,620
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
26,620
10 SHARED DISPOSITIVE POWER
0
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,620
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
14 TYPE OF REPORTING PERSON*
EP
SCHEDULE 13D
CUSIP No. 913014106 Page 7 of 12 Pages
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Edelman Value Fund Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(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 British Virgin Islands
_________________________________________________________________
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
103,000
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
103,000
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
103,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.4%
14 TYPE OF REPORTING PERSON*
CO
CUSIP No. 913014106
Items 2 and 5 of the Schedule 13D, dated June 1, 1984,
relating to the Common Stock, par value $0.01 per share, of Canal
Capital Corporation, as amended, (the "Schedule 13D"), are hereby
amended by adding thereto the information set forth below. The
terms defined in the Schedule 13D shall have their defined
meanings herein, unless otherwise defined herein.
Item 2. Identity and Background
Item 2 is hereby supplemented and amended by the addition of
the following:
(a) Regina M. Edelman is, as of this date, the sole
shareholder of the Fund.
(b) The principal business address of Regina M. Edelman is
85 Av. General Guisan, Ch-1009 Pully, Switzerland.
(c) Regina M. Edelman is the wife of Asher B. Edelman.
(d) Regina M. Edelamn has not during the last five years,
been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors).
(e) Regina M. Edelman has not during the last five years
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 thereto.
(f) Regina M. Edelman is a citizen of Brazil.
Item 5. Interest in Securities of the Issuer
Item 5(a) is hereby supplemented by the addition of the
following:
Regina M. Edelman owns 185,050 shares of the Common Stock,
constituting approximately 4.3% of the shares outstanding, based
upon 4,326,929 shares, which is the number of shares outstanding
at January 18, 1996, as reported in the Company's Form 10-K for
the fiscal year ended October 31, 1995, as filed with the
Securities and Exchange Commission. Because Regina M. Edelman is
the sole shareholder, as of this date, of the Fund, Mrs. Edelman
may be deemed, by reason of the provisions of Rule 13d-3, to own
beneficially the shares owned by the Fund, which, when aggregated
with the shares owned by Mrs. Edelman, total 288,050 shares,
constituting approximately 6.7% of the shares outstanding.
Item 5(b) is hereby supplemented by the addition of the
following
(b) Asher B. Edelman is the Fund's investment manager and
shares with the Fund the power to vote and dispose of the shares
owned by the Fund. Regina M. Edelman, as the sole shareholder of
the Fund, may be deemed to share with the Fund the power to
direct the vote and disposition of the shares owned by the Fund.
Signature
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set
forth in this statement is true, complete and correct.
Dated: February 12, 1996
/s/ Asher B. Edelman
Asher B. Edelman, individually, as a
general partner of A. B. Edelman
Limited Partnership and as attorney-in-
fact for each of Canal Capital
Corporation Retirement Plan, Felicitas
Partners, L.P., Regina M. Edelman and
Aile Blanche, Inc. under Powers of
Attorney previously filed with the
Securities and Exchange Commission as
Exhibits to this Schedule 13D and
amendments thereto.
EDELMAN VALUE FUND LTD.
By: /s/ B.J.W. D'Ancona, Administrator,
/s/ M. Bogers, Administrator
Name: Bayard (Luxembourg)
Administration Ltd.
Title: Administrator
