<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
Alpha 1 Biomedicals Inc.
________________________________________________________________________________
(Name of issuer)
COMMON STOCK, $.01 par value
________________________________________________________________________________
(Title of class of securities)
020910105
-------------------------------------
(CUSIP number)
Joseph C. McNay
c/o Essex Investment Mgmt. Co. Inc.
125 High Street
Boston, MA 02110
(Name, address and telephone number of person authorized to receive notices and
communications)
________________________________________________________________________________
March 12, 1997
-------------------------------------
(Date of event which requires filing of this statement)
If the 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 [_].
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.
(Continued on the following pages)
(Page 1 of 10 Pages)
________________________________
*The remainder of this cover page shall be filled out for a reporting persons
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 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).
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SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP NO. 020910105
- ---------------------------------------------------------------------------------
<C> <S> <C> <C>
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
JOSEPH C. McNAY SOCIAL SECURITY NO. 496 34 2780
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A)
(B) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF 7 SOLE VOTING POWER
SHARES 612,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 612,000
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
612,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.33%
14 TYPE OF REPORTING PERSON *
IN
=================================================================================
</TABLE>
* SEE INSTRUCTIONS BEFORE FILLING OUT!
2
<PAGE>
SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP NO. 7616831010
- ---------------------------------------------------------------------------------
<C> <S> <C> <C>
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
SPEAR, LEEDS & KELLOGG IRS IDENTIFICATION NO. 13-5515160
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A)
(B) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,114,100
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,114,100
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,114,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.92%
14 TYPE OF REPORTING PERSON *
BD;PN
=================================================================================
</TABLE>
* SEE INSTRUCTIONS BEFORE FILLING OUT!
3
<PAGE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
-------------------------------------------------
The aggregate purchase price of the 612,000 shares of Common Stock owned by
Joseph C. McNay, was $88,500, inclusive of brokerage commissions. Joseph C.
McNay used his own assets to purchase such shares, which may at any given time
include funds borrowed in the ordinary course in their margin accounts.
ITEM 4. PURPOSE OF TRANSACTION.
----------------------
Investment
4
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
--------------------------------
(a) and (b) As of March 12, 1997, Joseph C. McNay owns beneficially
612,000 shares of the Common Stock, representing approximately 5.33% of the
11,477,429 shares of Common Stock outstanding as reported in the Company's most
recently available filing with the Securities and Exchange Commission (the
"SEC").
(c) Joseph C. McNay March 12, 1997, 500,000 shares, $50,000
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT
--------------------------------------------------------------------
TO SECURITIES OF ISSUER.
------------------------
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
--------------------------------
None.
5
<PAGE>
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.
Dated: March 12, 1997 By: /s/ Joseph C. McNay
---------------------------------------
Joseph C. McNay
6
