UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _______)*
BUFFALO CAPITAL III, LTD.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
119431 10 4
(CUSIP Number)
ELIZABETH PANKO,
5001 SPRING VALLEY RD.
SUITE 800E
DALLAS, TX 75244,
972-991-0001
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
APRIL 21, 1999
(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 that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-
1(g), check the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-
7(b) 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).
CUSIP NO. 119431 10 4
SCHEDULE 13D
1. NAME OF REPORTING PERSON: JAMES T. EDWARDS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS:
(Entities Only)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP: (a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. SOURCE OF FUNDS: PF
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
[ ] YES [ X ] NO
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
UNITED STATES
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH SOLE DISPOSITIVE POWER:
7. SOLE VOTING POWER: 1,249,600
8. SHARED VOTING POWER: 0
9. SOLE DISPOSITIVE POWER: 1,249,600
10. SHARED DISPOSITIVE POWER: 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON: 1,249,600
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES: [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11): 8.9257%
14. TYPE OF REPORTING PERSON: IN
CUSIP NO. 119431 10 4
ITEM. 1 SECURITY AND ISSUER.
The class of equity securities to which this Schedule 13D relates is
the Common Stock of Buffalo Capital III, Ltd. (the "Issuer"). Its
principal executive offices are located at 5001 Spring Valley Road,
Suite 800E, Dallas, TX 75244.
ITEM 2. IDENTITY AND BACKGROUND.
The investor is James T. Edwards. His address is 209 Cargile Lane,
Nashville, TN 37205.
Mr. James T. Edwards is currently employed by Hennessy Industries
as a District Manager (since 1990). He has in the past served on the
board of directors of the Equipment Tool Institute. He currently serves
on the board of directors of the Alabama Tire Dealers Association
(since 1998). He earned Bachelors of Science degrees in English and
Chemistry from the University of Northern Alabama (1966). He also
served as a Captain in the US Army.
Mr. Edwards has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
Mr. Edwards has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of which
a judgment, decree, or final order has been issued enjoining future
violations of, or prohibiting or mandating activities subject to, United
States federal or state securities laws or finding any violation with
respect to such laws.
Mr. Edwards is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION.
Mr. James Edwards purchased 1,249,600 shares of the Issuer using Three
hundred and fifty thousand dollars ($350,000) of personal funds.
ITEM 4. PURPOSE OF TRANSACTION.
Mr. James T. Edwards acquired securities of the issuer for long term
investment purposes.
Mr. James T. Edwards has no other present plans or proposals which
relate to or would result in:
(A) the acquisition of additional securities of the issuer, or the
disposition of securities of the issuer;
(B) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
(C) a sale or transfer of a material amount of assets of the Issuer
or any subsidiary thereof;
(D) any change in the present board of directors or management
of the Issuer, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the board:
(E) any material change in the present capitalization or dividend
policy of the Issuer;
(F) any other material change in the Issuer's business or corporate
structure;
(G) changes in the Issuer's charter or bylaws or other actions
which may impede the acquisition of control of the Issuer by any
person;
(H) causing a class of securities of the Issuer 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;
(I) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act; or
(J) any action similar to any of those enumerated above.
Notwithstanding the foregoing, James T. Edwards will continue to
review his investment in the Issuer and reserves the right to change
his intention with respect to any or all of such matters.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Mr. James T. Edwards beneficially owns 1,249,600 (8.9257%) shares
of the Issuer.
Mr. Edwards has sole power to vote or to direct to vote, as well as
sole power to dispose or to direct the disposition of 1,249,600 shares
of the Issuer.
There have been no transactions within the last 60 days.
No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of
shares owned by Mr. Edwards.
Mr. Edwards will continue to be the beneficial owner of more than five
percent of the outstanding common stock of the issuer.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.
There are no contracts, agreements, understandings or relationships
(legal or otherwise) between Mr. Edwards and any other person with
respect to any securities of the Issuer, including but not limited to
transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits,
division of profit or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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: August 13, 1999
/s/ ______________________
James T. Edwards
