SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No. 1
L. LURIA & SON, INC.
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
550484-10-9
(CUSIP Number)
Check the following box if a fee is being paid with this statement
[ ]. (A fee is not required only if the filing 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).
CUSIP No. 550484 10 9
(1) Names of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Persons Nancy
Luria-Cohen
(2) Check the Appropriate Box if a Member of a Group (See
Instructions) (a) (b)
(3) SEC Use Only
(4) Citizenship or Place of Organization U.S.A.
Number of (5) Sole Voting Power 264,877(1)
Shares Bene-
ficially (6) Shared Voting Power 57,954(2)
Owned by
Each Report- (7) Sole Dispositive Power 264,606(1)
ing Person
With (8) Shared Dispositive Power 57,954(2)
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
318,331(1)(2)(3)
(10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) [X]
(11) Percent of Class Represented by Amount in Row (9) 7.0%(4)
(12) Type of Reporting Person (See Instructions) IN
___________________
(1) Includes 2,883 shares of Common Stock (including 271 shares
held pursuant to Issuer's 401(k) plan, with respect to which
Ms. Cohen does not have dispositive power) 256,994 shares of
Class B Stock, all of which are immediately convertible into
Common Stock, and 5,000 shares of Common Stock issuable upon
exercise of presently exercisable options. Voting power is
calculated assuming conversion of Class B Stock into Common
Stock. Shares of Class B Stock are entitled to ten votes for
each share held and vote separately as a class for the
election of directors. Class B shares are entitled to elect
75% of the directors of the Issuer, rounded down to the
nearest whole number. At December 31, 1993, Nancy Luria-Cohen
had shares of capital stock entitling her to approximately
17.3% of the voting rights of the Issuer on all matters other
than the election of directors, taking into consideration the
ten votes for each share of Class B Stock.
(2) Includes 29,000 shares of Class B Stock held as co-trustee
with her brother, Henry S. Luria, for the benefit of Leonard
Luria, her father, and 28,954 shares of Class B Stock held as
co-trustee with Henry S. Luria for the benefit of Gloria
Luria, her mother. All of such shares are immediately
convertible into Common Stock.
(3) At December 31, 1993, 26,094 shares of the Issuer's Common
Stock, 1,199,467 shares of the Issuer's Class B Stock and
options to purchase 175,000 shares of Common Stock were held
by Nancy Luria-Cohen's parents and siblings, not including
1,800 shares of Class B Stock held by the spouse of one of her
siblings and 1,800 shares held by her husband, Dan Cohen, but
including 127,457 shares of Class B Stock held in an
intervivos trust with respect to which her mother, Gloria
Luria, is a co-trustee and Ms. Luria-Cohen is a contingent
beneficiary. Her parents or siblings and her husband, as
applicable, have the power to vote, or to direct the voting
of, and the power to dispose, or to direct the disposition of,
the foregoing securities. Nancy Luria-Cohen disclaims
beneficial ownership of such securities.
(4) Calculated on the basis of 3,979,327 shares of Common Stock
outstanding on December 31, 1993, according to the Issuer.
Also includes as outstanding the shares of Class B Stock and
shares subject to options identified in footnote (1) above.
Item 1(a). Name of Issuer:
L. LURIA & SON, INC.
Item 1(b). Address of Issuer's Principal Executive Offices:
5770 Miami Lakes Drive
Miami, Florida 33014
Item 2(a). Name of Person Filing:
Nancy Luria-Cohen
Item 2(b). Address of Principal Business Office or, if none,
residence:
5770 Miami Lakes Drive
Miami, Florida 33014
Item 2(c). Citizenship:
U.S.A.
Item 2(d). Title of Class of Securities:
Common Stock, $.01 Par Value
Item 2(e). CUSIP Number:
550484 10 9
Item 3. If this statement is filed pursuant to Rules
13d-1(b), or 13d-2(b), identify the status of the person filing.
Not applicable.
Item 4. Ownership.
(a) Amount Beneficially Owned: 318,331(1)(2)(3).
(b) Percent of Class: 7.0%(4).
____________________
(1) Includes 2,883 shares of Common Stock (including 271 shares
held pursuant to Issuer's 401(k) plan, with respect to which
Ms. Cohen does not have dispositive power), 256,994 shares of
Class B Stock, all of which are immediately convertible into
Common Stock, and 5,000 shares of Common Stock issuable upon
exercise of presently exercisable options. Voting power is
calculated assuming conversion of Class B Stock into Common
Stock. Shares of Class B Stock are entitled to ten votes for
each share held and vote separately as a class for the
election of directors. Class B shares are entitled to elect
75% of the directors of the Issuer, rounded down to the
nearest whole number. At December 31, 1993, Nancy Luria-Cohen
had shares of capital stock entitling her to approximately
17.3% of the voting rights of the Issuer on all matters other
than the election of directors, taking into consideration the
ten votes for each share of Class B Stock.
(2) Includes 29,000 shares of Class B Stock held as co-trustee
with her brother, Henry S. Luria, for the benefit of Leonard
Luria, her father, and 28,954 shares of Class B Stock held as
co-trustee with Henry S. Luria for the benefit of Gloria
Luria, her mother. All of such shares are immediately
convertible into Common Stock.
(3) At December 31, 1993, 26,094 shares of the Issuer's Common
Stock, 1,199,467 shares of the Issuer's Class B Stock and
options to purchase 175,000 shares of Common Stock were held
by Nancy Luria-Cohen's parents and siblings, not including
1,800 shares of Class B Stock held by the spouse of one of her
siblings and 1,800 shares held by her husband, Dan Cohen, but
including 127,457 shares of Class B Stock held in an
intervivos trust with respect to which her mother, Gloria
Luria, is a co-trustee and Ms. Luria-Cohen is a contingent
beneficiary. Her parents or siblings and her husband, as
applicable, have the power to vote, or to direct the voting
of, and the power to dispose, or to direct the disposition of,
the foregoing securities. Nancy Luria-Cohen disclaims
beneficial ownership of such securities.
(4) Calculated on the basis of 3,979,327 shares of Common Stock
outstanding on December 31, 1993, according to the Issuer.
Also includes as outstanding the shares of Class B Stock and
shares subject to options identified in footnote (1) above.
(c) Number of shares as to which such person has:
(i) sole power to vote or to 264,877(1)
direct the vote
(ii) shared power to vote or to 57,954(2)
direct the vote
(iii) sole power to dispose or to 264,606(1)
direct the disposition of
(iv) shared power to dispose or to 57,954(2)
direct the disposition of
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the
Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable.
____________________
(1) Includes 2,883 shares of Common Stock (including 271 shares
held pursuant to Issuer's 401(k) plan, with respect to which
Ms. Cohen does not have dispositive power), 256,994 shares of
Class B Stock, all of which are immediately convertible into
Common Stock, and 5,000 shares of Common Stock issuable upon
exercise of presently exercisable options. Voting power is
calculated assuming conversion of Class B Stock into Common
Stock. Shares of Class B Stock are entitled to ten votes for
each share held and vote separately as a class for the
election of directors. Class B shares are entitled to elect
75% of the directors of the Issuer, rounded down to the
nearest whole number. At December 31, 1993, Nancy Luria-Cohen
had shares of capital stock entitling her to approximately
17.3% of the voting rights of the Issuer on all matters other
than the election of directors, taking into consideration the
ten votes for each share of Class B Stock.
(2) Includes 29,000 shares held as co-trustee with her brother,
Henry S. Luria, for the benefit of Leonard Luria, her father,
and 28,954 shares held as co-trustee with Henry S. Luria for
the benefit of Gloria Luria, her mother. All of such shares
are immediately convertible into Common Stock.
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.
February 10, 1994 /s/ Nancy Luria-Cohen
Nancy Luria-Cohen
