UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-----------------
SCHEDULE 13-D/Amendment No. 1
Under the Securities Exchange Act of 1934
CONTINENTAL INVESTMENT CORPORATION
(Name of Issuer)
Common Stock, Par Value $0.50 Per Share
(Title of Class of Securities)
211-515-10-1
(CUSIP Number)
Stewart Rahr
152-35 10th Avenue
Whitestone, NY 11357
(718) 767-4767
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 28, 1996
(Date of event Which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13-G
to report the acquisition which is the subject of this Schedule 13-D,
and is filing this Schedule because of Rule 13d-1 (b) or (4), check the
following box. [ ]
Check the following box if a fee is being paid with this statement. [ ]
<PAGE>
CUSIP NO. 211-515-10-1
(1) Name of Reporting
Persons S.S. or I.R.S.
Identification Stewart Rahr
No. of Above Person SS ####-##-####
(2) Check the Appropriate
Box if a Member of (a)
a Group (b)
(3) SEC Use Only
(4) Source of Funds PF
(5) Check if Disclosure
of Legal Proceedings
is Required Pursuant
to Items 2(d) or 3(e)
(6) Citizen or Place of State of
Organization New York
(7) Sole Voting
Power 1,875,000
Number of Shares (8) Shared Voting
Beneficially Power
Owned by Each
Reporting (9) Sole
Person With* Dispositive
Power 1,875,000
(10) Shared
Dispositive
Power
(11) Aggregate Amount
Beneficially Owned
by Each Reporting
Person 1,875,000
(12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
(13) Percent of Class
Represented by Amount
in Row (11) 15.8%
(14) Type of Reporting
Persons IN
<PAGE>
Item 1. Security and Issuer
This statement on Schedule 13-D (the "Statement") relates to
shares of the common stock, $0.50 per value per share (the"Shares"), of
Continental Investment Corporation, a Georgia corporation (the "Company"),
whose principal executive offices are located at 10254 Miller Road,
Dallas, Texas 75238.
Item 2. Identity and Background
(a) This Statement is filed by Stewart Rahr, an individual
residing in the State of New York. The foregoing person is hereinafter
sometimes referred to as the "Reporting Person."
(b) and (c)
The principal business address of Stewart Rahr is 152-35 10th
Avenue, Whitestone, New York 11357. The principal business of Stewart
Rahr is wholesale pharmaceutical sales.
(d) The Reporting Person, during the last five years, has not
been convicted in a criminal proceeding (excluding traffic violations
and similar misdemeanors).
(e) The Reporting Person, during the last five years, has not
been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceedings 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.
(f) Stewart Rahr is a citizen of the State of New York.
Item 3. Source and Amount of Funds or Other Consideration
The purchase of the Company's Common Stock was made with cash by
Stewart Rahr.
Item 4. Purpose of the Transaction
The Company's Common Stock was purchased by Stewart Rahr for
investment purposes.
Item 5. Interest in the Securities of the Issuer
(a) and (b)
Stewart Rahr is the record owner of 387,500 shares of the
Company's Common Stock and beneficial owner of options totaling
1,487,500 shares of the Company's Common Stock, which totals 15.8% of
the outstanding Common Stock. Stewart Rahr, an individual, has the power
to direct the vote or disposition of those shares.
<PAGE>
(c) None
(d) None
(e) None
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
None
Item 7. Materials to be Filed as Exhibits
None
SIGNATURE
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.
/S/ Stewart Rahr
STEWART RAHR, an individual
Dated: June 6, 1996
