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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___)*
PalEx, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
696368 10 9
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(CUSIP Number)
Check the following box to designate the rule pursuant to which this Section
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-(c)
[ ] Rule 13d-1(d)
*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).
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CUSIP NO. 696368 10 9 13G PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Elliot S. Pearlman
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ x ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5 SOLE VOTING POWER
NUMBER OF 1,132,767 shares
SHARES ----------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH -0-
REPORTING ----------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH
1,132,767 shares
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8 SHARED DISPOSITIVE POWER
-0-
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,132,767 shares
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.2%
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12 TYPE OF REPORTING PERSON
IN
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STATEMENT CONTAINING INFORMATION REQUIRED BY SCHEDULE 13G
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ITEM 1.
(a) NAME OF ISSUER
PalEx, Inc.
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
1360 Post Oak
Suite 800
Houston, Texas 77056
ITEM 2.
(a) NAME OF PERSON FILING
Elliot S. Pearlman
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR IF NONE, RESIDENCE
2300 West 13th Street
Chicago, Illinois 60608
(c) CITIZENSHIP
United States
(d) TITLE OF CLASS OF SECURITIES
Common Stock
(e) CUSIP NUMBER
696368 10 9
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT SECTIONS 240.13d-1(b) OR
240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a)[ ] Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o);
(b)[ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c);
(c)[ ] Insurance company as defined in section 3(a)(19) of the
Act (15 U.S.C. 78c);
(d)[ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)[ ] An investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E);
(f)[ ] An employee benefit plan or endowment fund in accordance
with Section 240.13d-1(b)(1)(ii)(F);
(g)[ ] A parent holding company or control person in accordance
with Section 240.13d-1(b)(1)(ii)(G);
(h)[ ] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)[ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940(15 U.S.C. 88a-3);
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(j)[ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Section 240.13d-1(c), check
this box [ X ].
ITEM 4. OWNERSHIP
(a) AMOUNT BENEFICIALLY OWNED
1,132,767 shares(1)
(b) PERCENT OF CLASS
6.2%
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE
1,132,767 shares(1)
(ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE
-0-
(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
1,132,767 shares(2)
(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
-0-
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not applicable
_________________________
(1)Includes (i) 107,096 shares of common stock owned directly, and (ii)
1,025,671 shares of common stock owned by living trusts for the benefit of
members of the Reporting Person=s family and for which the Reporting Person is
the sole trustee.
(2)None of these securities are currently subject to an effective
registration statement filed pursuant to the Securities Act of 1933, as amended
(the "Act"). Therefore, sale of these securities will require registration
pursuant to the Act or an exemption from the registration requirements of the
Act. In addition, certain of these securities are also subject to a lock-up
agreement between the Reporting Person and the Issuer which may further
restrict the Reporting Person's ability to sell said securities without the
prior consent of the Issuer.
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ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable
ITEM 10. CERTIFICATIONS
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
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.
March 3, 1998
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Date
/s/ Elliot S. Pearlman
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Signature
Elliot S. Pearlman
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Name/Title
