UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Volunteer Capital Corp.
(Name of Issuer)
Common Stock, $.05 par value
(Title of Class of Securities)
9287531
(CUSIP Number)
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).
*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).
-1-<PAGE>
CUSIP No. 9287531 SCHEDULE 13G Page 2 of 5
1 Name Of Reporting Person PAUL EDMUNDS SACKETT, JR. DBA SACKETT &
COMPANY
IRS Identification No. Of Above Person ###-##-####
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
N/A
(b) [ ]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization
United States
5 Sole Voting Power
308,855
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
308,855
8 Shared Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned By Each Reporting Person
308,855
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
5.9%
12 Type Of Reporting Person *
IA
SEC 1745 (2/92)
*SEE INSTRUCTION BEFORE FILLING OUT!<PAGE>
CUSIP No. 9287531 13G Page 3 of 5 Pages
Item 1(a). Name of Issuer.
Volunteer Capital Corp. (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices.
3401 West End Avenue, Suite 260, Nashville,
TN 37202
Item 2(a). Names of Persons Filing.
Paul Edmunds Sackett, Jr. DBA Sackett &
Company.
Item 2(b). Address of Principal Business Office or, if none,
Residence.
555 California Street, Suite 4490, San
Francisco, California 94104.
Item 2(c). Citizenship.
United States.
Item 2(d). Title of Class of Securities.
Common Stock, $.05 par value ("Common
Stock").
Item 2(e). CUSIP Number.
9287531
Item 3. Type of Reporting Person.
Investment Adviser registered under Section
203 of the Investment Advisers Act of 1940.
Item 4. Ownership.
Reference is hereby made to Items 5-9 and 11
of page two (2) of this Amendment to Schedule 13G, which Items
are incorporated by reference herein. The percent figure shown
in Item 11 was calculated by dividing the number of shares
appearing in Item 9 by the sum of (x) number of shares of Common
Stock outstanding as of 12/31/95 (5,276,982) and (y) the number
of shares of Common Stock acquirable upon the conversion of<PAGE>
CUSIP No. 9287531 13G Page 4 of 5 Pages
$1,015,000 principal amount of 8.25% Convertible Subordinated
Debentures due 6/1/2003 (convertible at a rate of 56.34 shares of
Common Stock per $1,000 principal amount of 8.25% Convertible
Subordinated Debentures due 6/1/2003).
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More Than Five Percent on Behalf of
Another Person.
The reporting person is deemed to be the
beneficial owner of the number of securities reflected in Items
5-9 and 11 of page two (2) of this Amendment to Schedule 13G
pursuant to separate arrangements whereby the reporting person
acts as investment adviser to certain persons. Each person for
whom the reporting person acts as investment adviser has the
right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the Common Stock
purchased or held pursuant to such arrangements.
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. Certification.
By signing below, the undersigned certifies
that, to the best of my knowledge and belief, the securities
referred to above were acquired in the ordinary course of
business and were not acquired 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 in connection with or as
a participant in any transaction having such purposes or effect.<PAGE>
CUSIP No. 9287531 13G Page 5 of 5 Pages
Signature
After reasonable inquiry and to the best of my
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
DATED: February 9, 1996.
/s/ Paul Edmunds Sackett, Jr.
______________________________
Paul Edmunds Sackett, Jr.
DBA Sackett & Company<PAGE>
CUSIP No. 9287531 13G Page 1 of 5 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)
Volunteer Capital Corp.
(Name of Issuer)
Common Stock, $.05 par value
(Title of Class of Securities)
9287531
(CUSIP Number)
Check the following box if a fee is being paid with this
statement [x]. (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).
*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).
-1-<PAGE>
CUSIP No. 9287531 13G Page 2 of 5 Pages
CUSIP No. 9287531 SCHEDULE 13G Page 2 of 5
1 Name Of Reporting Person PAUL EDMUNDS SACKETT, JR. DBA SACKETT &
COMPANY
IRS Identification No. Of Above Person ###-##-####
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
N/A
(b) [ ]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization
United States
5 Sole Voting Power
282,185
NUMBER OF
6 Shared Voting Power SHARES
BENEFICIALLY
-0- OWNED BY EACH
REPORTING
7 Sole Dispositive Power PERSON WITH
282,185
8 Shared Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned By Each Reporting Person
282,185
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
5.3%
12 Type Of Reporting Person *
IA
SEC 1745 (2/92)<PAGE>
CUSIP No. 9287531 13G Page 3 of 5 Pages
*SEE INSTRUCTION BEFORE FILLING OUT!
Item 1(a). Name of Issuer.
Volunteer Capital Corp. (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices.
3401 West End Avenue, Suite 260, Nashville,
TN 37202
Item 2(a). Names of Persons Filing.
Paul Edmunds Sackett, Jr. DBA Sackett &
Company.
Item 2(b). Address of Principal Business Office or, if none,
Residence.
555 California Street, Suite 4490, San
Francisco, California 94104.
Item 2(c). Citizenship.
United States.
Item 2(d). Title of Class of Securities.
Common Stock, $.05 par value ("Common
Stock").
Item 2(e). CUSIP Number.
9287531
Item 3. Type of Reporting Person.
Investment Adviser registered under Section
203 of the Investment Advisers Act of 1940.
Item 4. Ownership.
Reference is hereby made to Items 5-9 and 11
of page two (2) of this Schedule 13G, which Items are
incorporated by reference herein. The percent figure shown in
Item 11 was calculated by dividing the number of shares appearing
in Item 9 by the sum of (x) number of shares of Common Stock<PAGE>
CUSIP No. 9287531 13G Page 4 of 5 Pages
outstanding as of 12/31/94 (5,240,481) and (y) the number of
shares of Common Stock acquirable upon the conversion of
$1,015,000 principal amount of 8.25% Convertible Subordinated
Debentures due 6/1/2003 (convertible at a rate of 56.34 shares of
Common Stock per $1,000 principal amount of 8.25% Convertible
Subordinated Debentures due 6/1/2003.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More Than Five Percent on Behalf of
Another Person.
The reporting person is deemed to be the
beneficial owner of the number of securities reflected in Items
5-9 and 11 of page two (2) of this Schedule 13G pursuant to
separate arrangements whereby the reporting person acts as
investment adviser to certain persons. Each person for whom the
reporting person acts as investment adviser has the right to
receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the Common Stock purchased or held
pursuant to such arrangements.
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. Certification.
By signing below, the undersigned certifies
that, to the best of my knowledge and belief, the securities
referred to above were acquired in the ordinary course of
business and were not acquired 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 in connection with or as
a participant in any transaction having such purposes or effect.<PAGE>
CUSIP No. 9287531 13G Page 5 of 5 Pages
Signature
After reasonable inquiry and to the best of my
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
DATED: February 13, 1995.
/s/ Paul Edmunds Sackett, Jr.
______________________________
Paul Edmunds Sackett, Jr.
DBA Sackett & Company<PAGE>
