UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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SCHEDULE 13-D/Amendment No. 2
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)
August 29, 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. [ ]
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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 1,907,700
Number of Shares (8) Shared Voting
Beneficially Power
Owned by Each
Reporting (9) Sole
Person With* Dispositive
Power 1,907,700
(10) Shared
Dispositive
Power
(11) Aggregate Amount
Beneficially Owned by
Each Reporting Person 1,907,700
(12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
(13) Percent of Class
Represented by Amount
in Row (11) 13.2%
(14) Type of Reporting
Persons IN
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Item 4. Purpose of the Transaction
On August 29, 1996, Stewart Rahr exercised an option to purchase
200,000 shares of the Company's Common Stock. In addition, Mr. Rahr has
acquired 20,700 shares of the Company's Common Stock on the open market,
and plans to acquire up to a total of 1 million shares on the open
market if and when he deems prices to be undervalued.
Item 5. Interest in the Securities of the Issuer
(a) and (b)
Stewart Rahr is the record owner of 608,200 shares of the
Company's Common Stock and beneficial owner of options totaling
1,299,500 shares of the Company's Common Stock, which totals 13.2% of
the outstanding Common Stock. Stewart Rahr, an individual, has the power
to direct the vote or disposition of those shares.
(c) None
(d) None
(e) 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: September 12, 1996