UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
AFA Protective Systems, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
001038108
(CUSIP Number)
Richard Gessof
Panda Management, Inc.
1 Blue Hill Plaza, Suite 500
Pearl River, New York 10965
(212) 350-5130
(Name, Address and Telephone Number of Persons Authorized
to Receive Notices and Communications)
April 9, 1998
(Date of Event which Requires Filing of this Statement)
1 Name of Reporting Person
Richard Gessof
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 if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
U.S.A.
NUMBER OF SHARES BENEFICIALLY BY OWNED BY EACH REPORTING PERSON
WITH
7 Sole Voting Power 8,777 (1,200 of these shares are held in
an IRA)
8 Shared Voting Power 0
No. 7 & 9 represent the same shares)
9 Sole Dispositive
Power 8,777 (1,200 of these shares are held in
an IRA)
10 Shared Dispositive
Power 0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
8,777
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
13 Percent of Class Represented by Amount in Row (11) 5%
14 Type of Reporting Person
IN
Item 1. Security and Issuer
The class of equity securities to which this statement relates is
the common stock of AFA Protective Systems, Inc. AFA Protective
Systems, Inc. is located at 155 Michael Drive, Syosset, NY 11791.
Item 2. Identity and Background
The person filing this statement is:
(a) Richard Gessof
(b) Mr. Gessof's business address is:
Panda Management, Inc.
1 Blue Hill Plaza
Suite 500, P.O. Box 1693
Pearl River, NY 10965-8693
(c) Mr. Gessof is a private investor. His principal
business/address is the same as 2(b) above.
(d) During the last five (5) years, the reporting person has not
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors)
(e) During the last five (5) years, the reporting person has not
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction; Richard Gessof
has not been 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 any
violation with respect to any such law.
(f) The reporting person, Richard Gessof, is a citizen of the
United States.
Item 3. Source of Funds or Other Consideration
The source of funds used in making the purchases were personal
funds. No part of the purchase price for the most recent or for
previous acquisitions of the common stock of this issuer consists
of funds or other consideration borrowed or otherwise obtained for
the purpose of acquiring, holding, trading or voting the
securities.
Item 4. Purpose of Transaction
The acquisition of the securities is for investment purposes only.
The reporting person has no present plans to take any action that
would result in any of the changes, situations and/or transactions
described in sections (a)-(j) of this Item 4.
Item 5. Interest in Securities of the Issuer
(a) Aggregate number and percentage of the class of securities
identified pursuant to Item 1 beneficially owned by each
person named in Item 2: 8,777 shares; 5%
(b) 8,777 shares as to which there is sole power to vote or to
direct the vote
0 shares as to which there is shared power to vote or to
direct the vote
8,777 shares as to which there is sole power to dispose or to
direct the disposition
0 shares as to which there is shared power to dispose or to
direct the disposition
Shares of the issuer were purchased by the reporting person
over the past several years; within the previous 60 days, 82
shares were purchased by the reporting person on April 9, 1998
at a price of $223.9 per share; all of the purchases were made
through the NASDAQ system.
Parties to the transaction: Richard Gessof (reporting person),
AFA Protective Systems, Inc. (issuer)
Prior acquisitions not previously reported: none
(d) No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds
from the sale of such securities
(e) N/A
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
The reporting person has no contracts, arrangements, understandings
or relationships (legal or otherwise) between any person with
respect to any of the securities of the issuer, including but not
limited to transfer or voting of any of the securities, finder's
fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving
or withholding of proxies.
Item 7. Material to Be Filed as Exhibits
The filing of exhibits is not required, as there are no written
agreements relating to the filing of joint acquisition statements,
written agreements, contracts, arrangements, understandings, plans
or proposals in existence that relate to (1)-(3) of this Item.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Schedule
13D is true, complete and correct.
AFA Protective Systems, Inc.
By /s/ Richard Gessof
_______________________________
Signature
April 15, 1998
