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)
Alan R. Abrams
1945 The Exchange, Suite 300
Atlanta, GA 30339-2029
(770) 953-0304
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 22, 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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Page 1 of 4
SCHEDULE 13D
CUSIP NO. 003788106
1. NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Alan R. Abrams
_________________________________________________________________
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
UNITED STATES OF AMERICA
_________________________________________________________________
NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY ---------------------------
OWNED BY
EACH
REPORTING 8. SHARED VOTING POWER
PERSON WITH 500,000 Shares (17.0%)
---------------------------
9. SOLE DISPOSITIVE POWER
---------------------------
10. SHARED DISPOSITIVE POWER
500,000 Shares (17.0%)
_________________________________________________________________
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
IN
____________________________________________________________
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Page 2 of 4
ITEM 1. SECURITY AND ISSUER.
This statement (the "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 Alan R. Abrams. Mr. Abrams'
business address is 1945 The Exchange, Suite 300, Atlanta,
GA 30339-2029.
Mr. Abrams is employed as the President and Chief Operating
Officer of the Issuer.
Mr. Abrams has not been convicted in any criminal
proceedings nor has he been a party to any civil
proceedings as a result of which he 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.
Mr. Abrams is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. Abrams is deemed to be the indirect beneficial owner
of 500,000 shares of Common Stock of the Issuer (the
"Securities") owned by Abrams Partners, L.P. (the
"Partnership"), a limited partnership organized under the
laws of Georgia. 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 the Securities to the Partnership in exchange
for limited partnership interests in the Partnership.
The general partner of the partnership is Abrams
Management Company, LLC ("the Company"), a limited
liability company organized under the laws of Georgia.
As the general partner of the Partnership, the Company
possesses voting and disposition rights over the
Securities.
On December 22, 1997, Mr. Abrams received by bona fide
gift, a 20% membership interest in the Company. As a
result of the gift, Mr. Abrams holds a 30% membership
interest in the Company. The other membership interests
are held by Mr. Abrams' father and brother, who own 40%
and 30% membership interests respectively. Since control
of the Company is exercised by majority vote, the members
share voting and disposition rights over the Securities.
<PAGE>
ITEM 4. PURPOSE OF THE TRANSACTION.
Indirect beneficial ownership of the Securities was
acquired as a result of a bona fide gift to Mr. Abrams of
a 20% membership interest in the Company, as described in
Item 3 of this schedule. The Company, as general partner
of the Partnership, has the power to direct the voting
and disposition of the Securities. Control of the
Company is exercised by a majority vote. Because at
least two of the members of the Company must approve any
action of the Company, including voting the Securities on
behalf of the Partnership, Mr. Abrams is deemed to have
shared voting and dispositive power of the Securities and
therefore to be an indirect beneficial owner of the
Securities for purposes of Rule 13d-1 of the Exchange Act
of 1934. Except as described herein, Mr. Abrams 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) Mr. Abrams is deemed to beneficially own 500,000
shares of the Common Stock of the Issuer, representing
17.0% of the currently outstanding Common Stock of the
Issuer.
(b) Mr. Abrams shares power to direct the voting and
disposition of the Securities as a member of the Company,
which is the general partner of the Partnership.
(c) No transactions have been effectuated during the past
60 days by Mr. Abrams involving the Common Stock of the
Issuer.
(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, has
voting rights of the Securities. 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.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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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: July 10, 1998
/s/ Alan R. Abrams
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Name: Alan R. Abrams
