SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ABRAMS INDUSTRIES, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
003788106
--------------
(CUSIP Number)
Edward M. Abrams
Abrams Partners, L.P.
3770 Paces Ferry Rd.
Atlanta, GA 30327
(404) 233-5095
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 15, 1997
-------------------------------------------------------
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement of 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.
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SCHEDULE 13D
CUSIP NO. 003788106
1. NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Abrams Partners, L.P.
IRS Identification No. Applied For
_________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
_________________________________________________________________
3. SEC USE ONLY
_________________________________________________________________
4. SOURCE OF FUNDS*
OO
_________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
/ /
_________________________________________________________________
6. CITIZENSHIP
Georgia Limited Partnership
_________________________________________________________________
NUMBER OF 7. SOLE VOTING POWER
SHARES 500,000 Shares (17.0%)
BENEFICIALLY ---------------------------
OWNED BY
EACH
REPORTING 8. SHARED VOTING POWER
PERSON WITH 0
---------------------------
9. SOLE DISPOSITIVE POWER
500,000 Shares (17.0%)
---------------------------
10. SHARED DISPOSITIVE POWER
0
_________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000 shares
____________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES / /
____________________________________________________________
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.0%
____________________________________________________________
14. TYPE OF REPORTING PERSON
PN
____________________________________________________________
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Page 2 of 4
ITEM 1. SECURITY AND ISSUER.
This statement (this "Statement") relates to the common
stock par value $1 per share (the "Common Stock") of
Abrams Industries, Inc. (the "Issuer"), with principal
executive offices located at 1945 The Exchange, Suite 300
Atlanta, GA 30339-2029.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is filed by Abrams Partners, L.P. (the
"Partnership"), a limited partnership organized under the
laws of Georgia. The Partnership has been organized for
the purpose of holding Common Stock of the Issuer for
current income production and long term appreciation.
The address of the Partnership is 3770 Paces Ferry
Road, Atlanta, Georgia 30327.
The general partner of the Partnership is Abrams
Management Company, LLC (the "Company"), a limited
liability company organized under the laws of Georgia,
organized for the purpose of serving as general partner
of the Partnership. The address of the Company is 3770
Paces Ferry Road, Atlanta, Georgia, 30327.
The members of the Company are Edward M. Abrams, Alan R.
Abrams, and James Andrew Abrams, whose interests in the
Company are 40%, 30%, and 30%, respectively, and are
therefore controlling persons of the Company. The
address of the members is 3770 Paces Ferry Road,
Atlanta, Georgia, 30327. Edward M. Abrams is the
Chairman of the Board of Directors and Chief Executive
Officer of the Issuer. Alan R. Abrams is a Director of
the Issuer and President of Abrams Properties, Inc., a
subsidiary of the Issuer. James Andrew Abrams is a
Director of the Issuer. Alan R. Abrams and James Andrew
Abrams are sons of Edward M. Abrams.
Neither the Partnership, the Company, nor any of the
members of the Company have been convicted in any
criminal proceedings nor have any of the above been party
to any civil proceedings as a result of which such person
was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state
securities laws or finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Securities were acquired through contributions to the
Partnership by the Partnership's limited partners, Edward
M. Abrams, Alan R. Abrams, and James Andrew Abrams, Alan
R. Abrams as custodian for Sarah Ann Abrams, Alan R.
Abrams as custodian for Daniel Martin Abrams, and Alan R.
Abrams as custodian for Patrick Uhry Abrams. The limited
partners collectively contributed 500,000 shares of
ATLLIB01 520030.1 <PAGE>
Page 3 of 4
Common Stock (the "Contributed Shares") to the
Partnership in exchange for partnership interests in the
Partnership.
ITEM 4. PURPOSE OF THE TRANSACTION.
The contribution of the Contributed Shares to the
Partnership was pursuant to the formation of the
Partnership. The Company, as general partner of the
Partnership has the power to direct the voting and
disposition of the Contributed Shares. Control of the
Company is exercised by majority vote. Therefore, at
least two of the members of the Company must approve any
action of the Company, including voting the Contributed
Shares on behalf of the Partnership. Except as described
herein, the Partnership has no plan or proposals which
relate to or would result in any action enumerated in
subparagraphs (a) through (j) of the instructions for
Item 4 in Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The 500,000 Contributed Shares represent 17.0% of
the currently outstanding Common Stock of the Issuer and
are all of the shares owned by the Partnership.
(b) The Company, as the general partner of the
Partnership has sole power to vote and dispose of the
Contributed Shares.
(c) Other than the contribution of the Contributed
Shares to the Partnership, no transactions have been
effectuated during the past 60 days by the Partnership
involving the Common Stock.
(d) None.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
The Company, as general partner of the Partnership, will
have voting rights of the Contributed Shares. Actions of
the Company must be approved by a majority of the members
of the Company. Therefore, at least two of the three
members of the Company must approve actions of the
Company with respect to the voting of the Contributed
Shares.
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Page 4 of 4
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
Statement is true, complete and correct.
Date: December 22, 1997
----------------------
ABRAMS PARTNERS, L.P.
/s/ Edward M. Abrams
By: Edward M. Abrams, as a Member
of Abrams Management Company, LLC,
the General Partner of Abrams Partners, L.P.
