UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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.)
January 5, 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 Page 2 of 5 Pages
__________________________________________________________________
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 3,029,677 (Includes Warrants For 55,200 Shares)
Shares Bene- ____________________________________________________
ficially (8) Shared Voting Power
owned by 458,796(Includes Warrants for 4,800 Shares)
Each Report- ____________________________________________________
ing Person (9)Sole Dispositive Power
With 3,029,677 (Includes Warrants for 55,200 Shares)
____________________________________________________
(10) Shared Dispositive Power
458,796(Includes Warrants for 4,800 Shares)
_________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting
Person: 3,488,473 (Includes Warrants for 60,000 Shares)
_______________________________________________________
12) Check if the Aggregate Amount in Row (11)
N/A
_________________________________________________________________
13) Percent of Class Represented by Amount in Box (11):
10.0%
_________________________________________________________________
14) Type of Reporting Person
I N
Item 1. Security and Issuer.
This statement relates to the common stock, par value
$.01 per share (the "Common Stock" or the "Shares", of ZALE
CORPORATION (the "Company"), which has its principal executive
offices at 901 W. Walnut Hill Lane, Irving, Texas 75038. This
Amendment is to correct the filing that was dated January 23,
1995 to reflect the correct costs of the Shares and Warrants under
Item 3. Also, it has come to our attention that the Company, as of
January 1, 1995, was phased in under EDGAR and it should be so
filed.
Item 3. Source and Amount of Funds or Other Consideration.
Cooperman beneficially owns 3,428,473 Shares and 60,000
Series A Warrants ("Warrants"). Of this amount, 1,362,265 Shares
and 30,600 Warrants were purchased on behalf of Omega Capital
Partners, L.P., at a total cost of $9,202,539; 1,023,165 Shares and
19,200 Warrants were purchased on behalf of Omega Institutional
Partners, L.P., at a total cost of $7,414,009; 589,047 Shares and
5,400 Warrants were purchased on behalf of Omega Overseas Partners,
Ltd. at a total cost of $5,015,382; and 453,996 Shares and 4,800
Warrants were purchased on behalf of the Managed Account at a total
costs of $3,979,385. The source of funds for the purchase of all
such Shares and Warrants was investment capital.
Item 5. Interest in Securities of the Issuer.
Based upon the information contained in the Company's
Form 10-Q for the quarter ended October 31, 1994 filed with the
Securities & Exchange Commission, there were issued and outstanding
as of November 30, 1994 34,964,058 Shares of Common Stock and
2,000,000 Warrants to purchase the Common Stock. Based on Section
13d of the Securities Exchange Act of 1934 there are, for purposes
of this filing, deemed to be outstanding a total of 35,024,058
Shares of Common Stock. Reg. Sec. 240. 13d-3(d)(1)(i). Omega
Capital Partners, L.P., owns 1,362,265 Shares plus 30,600 Warrants,
or 4.0% of those outstanding; Omega Institutional Partners, L.P.,
owns 1,023,165 Shares plus 19,200 Warrants, or 3.0% of those
outstanding; Omega Overseas Partners, Ltd., owns 589,047 Shares
plus 5,400 Warrants, or 1.7% of those outstanding; and the Managed
Account owns 453,996 Shares plus 4,800 Warrants, or 1.7% 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., and the Managed Account in shares of
Common Stock and Warrants within the 60 day period prior to the
filing dated January 23, 1995. All such transactions were sales
and open market transactions.
Omega Overseas Partners, Ltd.
Date of Amount of Price Per
Transaction Shares Share
11/9/94 70,000 $12.50
11/17/94 6,557 12.75
11/21/94 34,100 12.8125
11/28/94 17,000 12.975
1/04/95 30,000 11.875
1/05/95 20,000 12.0625
1/09/95 10,000 12.0625
<PAGE>
The Managed Account
Date of Amount of Price Per
Transaction Shares Share
11/9/94 30,000 $12.50
11/17/94 11,443 12.75
11/21/94 15,900 12.8125
11/28/94 8,000 12.975
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: February 13 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).
