UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
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.)
November 17, 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 1,377,735
Shares Bene- ____________________________________________________
ficially (8) Shared Voting Power
owned by 336,224
Each Report- ____________________________________________________
ing Person (9) Sole Dispositive Power
With 1,377,735
_________________________________________________________________
(10) Shared Dispositive Power
336,224
_________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting
Person: 1,713,959
________________________________________________________________
12) Check if the Aggregate Amount in Row (11) excludes
certain shares: N/A
_________________________________________________________________
13) Percent of Class Represented by Amount in Box (11):
4.9%
_________________________________________________________________
14) Type of Reporting Person
I N<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
Cooperman beneficially owns 1,713,959 Shares. Of this
amount, 608,297 Shares were purchased on behalf of Omega Capital
Partners, L.P., at a cost of $3,959,051; 522,710 Shares were
purchased on behalf of Omega Institutional Partners, L.P., at a
cost of $3,719,687; 220,553 Shares were purchased on behalf of
Omega Overseas Partners, Ltd., at a cost of $2,038,862; 26,175
Shares were purchased on behalf of Omega Overseas Partners II,
Ltd., at a cost of $271,220; and 336,224 Shares were purchased on
behalf of the Managed Account at a cost of $2,887,942. The source
of funds for the purchase of all such Shares was investment
capital.
Item 5. Interest in Securities of the Issuer.
Based upon the Company's Form 10-K for the year ended
July 31, 1995 filed with the Securities & Exchange Commission,
there were issued and outstanding 34,984,508 Shares of Common Stock
as of September 5, 1995. Omega Capital Partners, L.P., owns
608,297 Shares, or 1.7% of those outstanding; Omega Institutional
Partners, L.P., owns 522,710 Shares, or 1.5% of those outstanding;
Omega Overseas Partners, Ltd., owns 220,553 Shares, or 0.6% of
those outstanding; Omega Overseas Partners II, Ltd., owns 26,175
Shares, or 0.1% of those outstanding; and the Managed Account owns
336,224 Shares, or 1.0% of those outstanding.<PAGE>
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
10/31/95 9,800 $15.00
11/07/95 8,700 16.00
11/07/95 5,100 15.875
11/08/95 20,400 15.875
11/09/95 5,000 16.00
11/17/95 25,900 16.125
Omega Institutional Partners, L.P.
Date of Amount of Price Per
Transaction Shares Share
10/31/95 5,300 $15.00
11/07/95 7,200 16.00
11/07/95 4,400 15.875
11/08/95 17,400 15.875
11/09/95 4,400 16.00
11/17/95 22,500 16.125
Omega Overseas Partners, Ltd.
Date of Amount of Price Per
Transaction Shares Share
10/31/95 2,500 $15.00
11/07/95 4,200 16.00
11/07/95 2,500 15.875
11/08/95 10,100 15.875
11/09/95 2,500 16.00
11/17/95 11,000 16.125
<PAGE>
Omega Overseas Partners II, Ltd.
Date of Amount of Price Per
Transaction Shares Share
10/31/95 2.300 $15.00
11/07/95 400 16.00
11/07/95 200 15.875
11/08/95 1,000 15.875
11/09/95 300 16.00
11/17/95 1,200 16.125
The Managed Account
Date of Amount of Price Per
Transaction Shares Share
10/31/95 5,100 $15.00
11/07/95 4,500 16.00
11/07/95 2,800 15.875
11/08/95 11,100 15.875
11/09/95 2,800 16.00
11/17/95 14,400 16.125
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: November 21, 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.
pursuant to Power of Attorney on
on file.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
