UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Volunteer Capital Corp.
(Name of Issuer)
Common Stock, $.05 par value
(Title of Class of Securities)
9287531
(CUSIP Number)
*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
388,439
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
388,439
8 Shared Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned By Each Reporting Person
388,439
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
7.2%
12 Type Of Reporting Person*
IA<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 12/31/96 (5,332,507)
and (y) the number of shares of Common Stock acquirable upon
the conversion of $1,484,000 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<PAGE>
CUSIP No. 9287531 13G Page 4 of 5 Pages
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 14, 1997.
/s/ Paul Edmunds Sackett, Jr.
__________________________________
By: Paul Edmunds Sackett, Jr.
DBA: Sackett & Company<PAGE>
