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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
The Kroll-O'Gara Company
_________________________________________________________________
(Name of Issuer)
Common Stock, $.01 par value
_________________________________________________________________
(Title of Class of Securities)
67083U 10 2
_________________________________________________________________
(CUSIP Number)
May 5, 1998
_________________________________________________________________
(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)
* The remainder of this cover page should 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).
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CUSIP NO. 67083U 10 2 13G
_________________________________________________________________
1) NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Union Federal Corporation
_________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
Not applicable.
_________________________________________________________________
3) SEC USE ONLY
_________________________________________________________________
4) CITIZENSHIP OR PLACE OF ORGANIZATION
BVI, United Kingdom
_________________________________________________________________
_______________________________________________________________
| | |
| NUMBER | (5) SOLE VOTING POWER 373,524 |
| OF |_______________________________________________|
| SHARES | |
| BENEFICIALLY | (6) SHARED VOTING POWER -0- |
| OWNED |_______________________________________________|
| BY | |
| EACH | (7) SOLE DISPOSITIVE POWER 373,524 |
| REPORTING |_______________________________________________|
| PERSON | |
| WITH | (8) SHARED DISPOSITIVE POWER -0- |
|_______________________________________________________________|
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
373,524
_________________________________________________________________
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
Not applicable.
_________________________________________________________________
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.2%
_________________________________________________________________
12) TYPE OF REPORTING PERSON*
CO
_________________________________________________________________
Page 2 of 5 Pages
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Item 1(a) Name of Issuer: The Kroll-O'Gara Company
1(b) Address of Issuer's Principal Executive Offices:
9113 LeSaint Drive 900 Third Avenue
Fairfield, Ohio 45014 New York, NY 10022
Item 2(a) Name of Person Filing: Union Federal Corporation
2(b) Address of Principal Business Office:
Bordage House, LeBordage P.O.Box 253
St. Peter Port, Guernsey
Channel Islands GYI 3QJ
2(c) Citizenship: BVI, United Kingdom
2(d) Title of Class of Securities: Common Stock, $.01 par
value
2(e) CUSIP Number: 67083U 10 2
Item 3. If this statement is filed pursuant to Rules 13d-
1(b), or 13d-2(b), check whether the person filing
is a:
(a) [ ] Broker or Dealer registered under Section 15 of
the Act
(b) [ ] Bank as defined in Section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19)
of the Act
(d) [ ] Investment Company registered under section 8 of
the Investment Company Act
(e) [ ] Investment Adviser registered under section 203 of
the Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or Endowment
Fund; see Section 240.13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with Section
240.13d-1(b)(ii)(G) (Note: See Item 7)
Page 3 of 5 Pages
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(h) [ ] Group, in accordance with Section
240.13d-1(b)(1)(ii)(H)
Not applicable. The filing person may be deemed
to have had beneficial ownership of the reported
shares, identified in Item 4 below, prior to the
Issuer's initial public offering.
Item 4. Ownership (as of May 5, 1998)
(a) Amount Beneficially Owned: 373,524 shares
(b) Percent of Class: 2.2%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
373,524
(ii) shared power to vote or to direct the vote:
-0- shares
(iii) sole power to dispose or to direct the
disposition of: 373,524
(iv) shared power to dispose or to direct the
disposition of: -0- shares
Item 5. Ownership of Five Percent or Less of a Class
[X] As of May 5, 1998, Union Federal Corporation
ceased to be an owner of more than 5% of the
issuer's common stock.
Item 6. Ownership of More than Five Percent on Behalf of
Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the
Parent Holding Company
Not applicable.
Page 4 of 5 Pages
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Item 8. Identification and Classification of Members of the
Group
Not applicable.
Item 9. Notice of Dissolution of a Group
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business and were
not acquired and are not held for the purpose of and do not have
the effect of changing or influencing the control of the issuer
of such securities and were not acquired and are not held in
connection with or as a participant in any transaction having
such purposes or effect.
Date: May 20, 1998 Union Federal Corporation
By:/s/ John Adie
________________________________
Name: John Adie
Title: Corporate Director
Page 5 of 5 Pages
