UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
ACMAT Corporation
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(Name of Issuer)
Class A Stock, no par value
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(Title of Class of Securities)
004616 20 7
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(CUSIP Number)
William H. Cuddy, Esq. (203) 275-0100
Day, Berry & Howard - CityPlace I, Hartford, Connecticut 06103-3499
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 16, 1995
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(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 / /.
Check the following box if a fee is being paid with the 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).
Continued on the following pages.
Page 1 of 4 Pages
<PAGE>
SCHEDULE 13D
CUSIP NO. ___004616 20 7 ___ Page __2___ of __4__ Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rhoda L. Chase
###-##-####
_________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ /
N/A (b)/ /
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 SOURCE OF FUNDS*
N/A _____________________________________________________________
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 of America
__________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF _____ 145,000 shares__________________________________
SHARES 8 SHARED VOTING POWER
BENEFICIALLY _____ -0- shares______________________________________
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING _____ 145,000 shares__________________________________
PERSON
WITH 10 SHARED DISPOSITIVE POWER
_____ -0- shares______________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
145,000 shares of Class A Stock____________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(11) EXCLUDES CERTAIN SHARES*
/ /
____________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11)
4.5%
___________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
____________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. ___004616 20 7 ___ Page __3___ of __4__ Pages
Amendment No. 2 to
Statement on Schedule 13D
Rhoda L. Chase (the "reporting person") hereby amends in part and
supplements her Statement on Schedule 13D dated February 6, 1995, as
amended and supplemented by Amendment No. 1 to Statement on Schedule 13D
("Amendment No. 1") dated February 6, 1995, with respect to the Class A
Stock, no par value (the "Class A Stock"), of ACMAT Corporation
("ACMAT"), a Connecticut corporation whose principal executive offices
are located at 233 Main Street, New Britain, Connecticut 06050-2350.
The reporting person is filing this Amendment No. 2 (i) to report a
disposition of 2,000 shares that the reporting person inadvertently
omitted from Item 5(c) of Amendment No. 1 and (ii) because the reporting
person ceased to be the beneficial owner of more than five percent of
the Class A Stock of ACMAT as a result of her disposition of 85,000
shares of ACMAT Class A Stock, as detailed below in Item 5(c).
Item 5. Interest in Securities of the Issuer.
a. As of the date hereof, the reporting person owns of record and
beneficially 145,000 shares of Class A Stock, or 4.5% of the
3,239,567 shares of Class A Stock outstanding as of February 6,
1995.
b. The reporting person has sole power to vote, direct the voting
of, dispose of, or direct the disposition of, the 145,000 shares
of Class A Stock owned by her.
c. Besides the following transactions, no transactions occurred
during the past sixty days:
<TABLE>
<CAPTION>
Price Number Where and How
Character of Per of Transaction Was
Date Transaction Share Shares Effected
<S> <S> <C> <C> <C>
12/20/94 Disposition by the $9.50 2,000 Open Market
reporting person
03/16/95 Disposition by the $10.00 50,000 Open Market
reporting person
03/27/95 Disposition by the * 10,000 Charitable Gift
reporting person
04/07/95 $11.50 25,000 Open Market
</TABLE>
____________________
* The Class A Stock donated by the reporting person was valued at a
price of $11 1/8 per share.
d. Not applicable.
e. The reporting person ceased to be the beneficial owner of more
than 5% of the Class A Stock of ACMAT on April 7, 1995.
<PAGE>
CUSIP NO. ___004616 20 7 ___ Page __4___ of __4__ Pages
SIGNATURE
After reasonable inquiry and to the best of her knowledge and
belief, the reporting person certifies that the information set forth in
this statement is true, complete and correct.
Date: April 24, 1995
By: /s/ Rhoda L. Chase
__________________________________
Name: Rhoda L. Chase
