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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. 2)
Allin Communications Corporation
________________________________
(Name of Issuer)
Common Stock, par value $0.01 per share
_______________________________________
(Title of Class of Securities)
019924 10 9
________________________________
(CUSIP Number)
Copy to:
Henry Posner, Jr. Bryan D. Rosenberger
500 Greentree Commons Eckert Seamans Cherin & Mellott
381 Mansfield Avenue 42nd Floor, 600 Grant Street
Pittsburgh, PA 15220 Pittsburgh, PA 15219
(412) 928-8800 (412) 566-6000
_________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 6, 1997
___________________________________
(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. [ ]
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SCHEDULE 13D
CUSIP No. 019924 10 9
1. Name of Reporting Person: Henry Posner, Jr.
I.R.S. Identification No.: ###-##-####
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds: Not applicable
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant To Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization: United States
Number of 7. Sole Voting Power: 995,240
Shares
Beneficially 8. Shared Voting Power: 102,000
Owned by
Each 9. Sole Dispositive Power: 995,240
Reporting
Person 10. Shared Dispositive Power: 102,000
With
11. Aggregate Amount Beneficially Owned by Each 1,097,240
Reporting Person:
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11): 21.17%
14. Type of Reporting Person: IN
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This statement amends Items 4 and 5 of the Schedule 13D
of Henry Posner, Jr. (the "Reporting Person") dated November 6,
1996, as amended by Amendment No. 1 thereto dated December 20,
1996 (as so amended, the "Schedule 13D"). All capitalized terms
used herein and not otherwise defined shall have the meanings
ascribed to such terms in the Schedule 13D.
Item 4. Purpose of Transaction.
The Reporting Person has no present plans or proposals
to change the Company's business, corporate structure,
capitalization, management or dividend policy.
The Reporting Person has no present plans or proposals
which relate to or would result in any of the following (although
the Reporting Person reserves the right to develop such plans or
proposals or any other plans relating to the Company and to take
action with respect thereto): (i) the acquisition by any person
of additional securities of the Company, or the disposition of
securities of the Company; (ii) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation,
involving the Company or any of its subsidiaries; (iii) a sale or
transfer of a material amount of assets of the Company or any of
its subsidiaries; (iv) any change in the present board of
directors or management of the Company, including any plans or
proposals to change the number or term of directors or to fill
any existing vacancies on the board; (v) any material change in
the present capitalization or dividend policy of the Company;
(vi) any other material change in the Company's business or
corporate structure; (vii) changes in the Company's certificate
of incorporation, bylaws, or instruments corresponding thereto or
other actions which may impede the acquisition of control of the
Company by any person; (viii) causing a class of securities of
the Company to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association;
(ix) a class of equity securities of the Company becoming
eligible for termination of registration pursuant to Section
12(g)(4) of the Exchange Act; or (x) any action similar to any of
those enumerated above.
The Reporting Person, without the consent of the
Company, may purchase additional shares of Common Stock in the
open market or in private transactions at any time.
Item 5. Interest in Securities of Issuer.
The Reporting Person beneficially owns and has sole
voting and dispositive power with respect to 995,240 shares of
Common Stock and beneficially owns and has shared voting and
dispositive power with respect to 102,000 shares of Common Stock,
collectively representing approximately 21.17% of the Common
Stock outstanding (based on the number of shares of Common Stock
outstanding as reported in the Company's quarterly report on Form
10-Q for the quarter ended September 30, 1997).
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Of the 102,000 shares of Common Stock with respect to which
the Reporting Person shares voting and dispositive powers,
100,000 shares are owned by Posner Foundation of Pittsburgh (the
"Foundation") and 1,000 shares are owned by each of James Thomas
Posner-Trust 90 and Robert B. Posner-Trust 89 (the "Trusts").
The Reporting Person is a trustee of the Foundation and each of
the Trusts, and as such, also shares the power to direct the
receipt of dividends from, and the proceeds of any sale of,
shares owned by the Foundation and the Trusts with, respectively,
the other trustees of the Foundation, Helen M. Posner, Henry
Posner, III and James T. Posner, and the other trustees of the
Trusts, Helen M. Posner, Fred W. George and, with respect to the
James Thomas Posner-Trust 90, James T. Posner (collectively, the
"Other Trustees").
Each of the Other Trustees is a United States citizen.
During the past five years, none of the Other Trustees have (i)
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result 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. Set forth in Schedule I hereto is additional
information concerning the Other Trustees.
The Reporting Person also owns 7,058.8235 shares of
Series A Preferred Stock which, until December 6, 1997, were
convertible into 57,427 shares of Common Stock. Such conversion
right has now lapsed, and the Reporting Person is no longer
deemed to beneficially own the 57,427 shares of Common Stock into
which such shares of Series A Preferred Stock had been
convertible.
No transactions in Common Stock were effected during
the past 60 days by the Reporting Person.
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Signatures.
After reasonable inquiry and to the best of my know-
ledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
December 12, 1997 By: /s/ Henry Posner, Jr.
___________________ ______________________________
Date Henry Posner, Jr.
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SCHEDULE I
Information Concerning the Other Trustees
Posner Foundation of Pittsburgh:
_______________________________
Helen M. Posner
1071 Lyndhurst Drive
Pittsburgh, PA 15206
Henry Posner, III
Chairman of Railroad Development Corporation, an entity which
manages regional railroad operations in the United States and
abroad, and Vice President of Hawthorne Group, Inc., an entity
which provides management services. Both have their principal
executive offices located at 381 Mansfield Avenue, Pittsburgh,
Pennsylvania 15220.
James T. Posner
Private investor
2943 Kalakaua Avenue
Honolulu, Hawaii 96815
James Thomas Posner-Trust 90:
____________________________
Helen M. Posner
(see above)
James T. Posner
(see above)
Fred W. George
Attorney
Eckert Seamans Cherin & Mellott, LLC
600 Grant Street, 42nd Floor
Pittsburgh, PA 15219
Robert B. Posner-Trust 89:
_________________________
Helen M. Posner
(see above)
Fred W. George
(see above)
