UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
ZALE CORPORATION
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
988858106
(CUSIP Number)
Alan M. Stark, Esq.
80 Main Street
West Orange, NJ 07052
(201)325-8660
(Name, Address, and Telephone Number of Person Authorized
to Receive Notices and Communications.)
September 6, 1995
(Date of Event which Requires Filing of this Statement)
If this filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4)
check the following box [ ].
Check the following box if a fee is being paid with this statement
[ ]. (A fee is not required only if the reporting 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.)
Note: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 988858106
__________________________________________________________________
1) Names of Reporting Person S.S. or I.R.S. Identification
No. of Above Person
LEON G. COOPERMAN
S.S. No. ###-##-####
_________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [ ]
_________________________________________________________________
3) SEC Use Only
_________________________________________________________________
4) Source of Funds:
WC
_________________________________________________________________
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e). . . . . . . . . . . . .
NOT APPLICABLE
_________________________________________________________________
6) Citizenship or place of Organization:
NOT APPLICABLE
_________________________________________________________________
(7) Sole voting Power
Number of 2,337,949
Shares Bene- ____________________________________________________
ficially (8) Shared Voting Power
owned by 490,724
Each Report- ____________________________________________________
ing Person (9) Sole Dispositive Power
With 2,337,949
____________________________________________________
(10) Shared Dispositive Power
490,724
_________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting
Person: 2,828,673
________________________________________________________________
12) Check if the Aggregate Amount in Row (11) excludes
certain shares: N/A
_________________________________________________________________
13) Percent of Class Represented by Amount in Box (11):
8.1%
_________________________________________________________________
14) Type of Reporting Person
I N<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
Cooperman beneficially owns 2,828,673 Shares. Of this
amount, 1,030,865 Shares were purchased on behalf of Omega Capital
Partners, L.P., at a cost of $6,868,679; 875,565 Shares were
purchased on behalf of Omega Institutional Partners, L.P., at a
cost of $6,126,817; 375,947 Shares were purchased on behalf of
Omega Overseas Partners, Ltd. at a cost of $3,366,409; 55,572
Shares were purchased on behalf of Omega Overseas Partners II,
Ltd., at a cost of $576,609; and 490,724 Shares were purchased on
behalf of the Managed Account at a cost of $4,249,316. The source
of funds for the purchase of all such Shares was investment
capital.
Item 4. Purpose of Transaction.
This Amendment is to correct the Schedule 13D filing that
was dated September 7, 1995. The transactions listed in Item 5
occurred in the preceding 60 days and not since the previous filing
as inadvertently indicated.
Item 5. Interest in Securities of the Issuer.
Based upon the information contained in the Company's
Form 10-Q for the quarter ended April 30, 1995 filed with the
Securities & Exchange Commission, there were issued and outstanding
as of May 31, 1995 34,981,008 Shares of Common Stock. Omega
Capital Partners, L.P., owns 1,030,865 Shares, or 2.9% of those<PAGE>
outstanding;
Omega Institutional Partners, L.P., owns 875,565
Shares, or 2.5% of those outstanding; Omega Overseas Partners,
Ltd., owns 375,947 Shares, or 1.1% of those outstanding; Omega
Overseas Partners II, Ltd., owns 55,572 Shares, or 0.2% of those
outstanding; and the Managed Account owns 490,724 Shares, or 1.4%
of those outstanding.
The following table details the transactions by each of
Omega Capital Partners, L.P., Omega Institutional Partners, L.P.,
Omega Overseas partners, Ltd., Omega Overseas Partners II, Ltd.,
and the Managed Account in shares of Common Stock since the last
filing. All such transactions were sales and open market trans-
actions.
Omega Capital Partners, L.P.
Date of Amount of Price Per
Transaction Shares Share
09/07/95 6,200 $15.00
09/13/95 10,300 14.875
Omega Institutional Partners, L.P.
Date of Amount of Price Per
Transaction Shares Share
09/07/95 4,700 $15.00
09/13/95 7,800 14.875
Omega Overseas Partners, Ltd.
Date of Amount of Price Per
Transaction Shares Share
09/07/95 2,200 $15.00
09/13/95 3,600 14.875
<PAGE>
Omega Overseas Partners II, Ltd.
Date of Amount of Price Per
Transaction Shares Share
09/07/95 300 $15.00
09/13/95 600 14.875
The Managed Account
Date of Amount of Price Per
Transaction Shares Share
09/07/95 1,600 $15.00
09/13/95 2,700 14.875
Signature
After reasonable inquiry and to the best of the
undersigned's knowledge and belief, the undersigned hereby
certifies that the information set forth in this statement is true,
complete and correct.
Dated: September 14, 1995
/s/ ALAN M. STARK
ALAN M. STARK on behalf of
LEON G. COOPERMAN, individually
and as managing partner of Omega
Capital Partners, L.P., Omega
Institutional Partners, L.P., and
President of Omega Advisors, Inc.
and Manager of Omega Overseas
Partners, Ltd. pursuant to Power
of Attorney on file.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
