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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No: 13)
HANDLEMAN COMPANY
(Name of Issuer)
Common Stock ($.01 par value)
(Title of Class of Securities)
410252100
(CUSIP Number)
Joseph L. Harrosh
40900 Grimmer Blvd.
Fremont, CA 94538
510-651-9600
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
JUNE 29, 1998
(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 this
statement [ ].
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.
(Continued on following page(s))
Page 1 of Pages
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_________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joseph L. Harrosh ###-##-####
_________________________________________________________________
2 CHECK THE APPROPRIATE BOX (a) [ ]
IF A MEMBER OF A GROUP (b) [ ]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 SOURCE OF FUNDS* PF, WC
_________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
_________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States
_________________________________________________________________
|
| (7) SOLE VOTING POWER
| 2,200,200
|_____________________________
|
| (8) SHARED VOTING POWER
| -0-
NUMBER OF SHARES BENEFICIALLY |_____________________________
OWNED BY EACH REPORTING |
PERSON WITH | (9) SOLE DISPOSITIVE
| POWER
| 2,200,200
|_____________________________
|
| (10) SHARED DISPOSITIVE
| POWER
| -0-
___________________________________|_____________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,200,200 COMMON STOCK
_________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.8210%
_________________________________________________________________
14 TYPE OF REPORTING PERSON IN
_________________________________________________________________
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Item 1. Security and Issuer
This Amendment No: 13 to Schedule 13D (the "Amendment No: 13")
filed on behalf of Joseph L. Harrosh (the "Reporting Person"), relates
to an aggegate of: 2,200,200 shares (the "Shares") of Common Stock
($.01 par value) shares of: Handleman Company
(the "Issuer"), with its principal offices located at:
500 Kirts Blvd., Troy, Michigan 48084-4142
Item 2. Identity and Background
The following information is given with respect to the
Reporting Person:
(a) Joseph L. Harrosh
(b) 40900 Grimmer Blvd., Fremont, CA 94538
(c) Private investor
(d) Mr. Harrosh has not, during the last five years,
been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) Mr. Harrosh has not, during the past five years,
been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction
and as a result of such proceeding 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) United States of America
Item 3. Source and Amount of Funds or Other Consideration
Personal funds and margin account.
Item 4. Purpose of Transaction
Except as set forth in this Item 4, the Reporting
Person has no other present plans or proposals that relate to
or that could result in any of the actions specified in clauses
(a) through (j) of Item 4 of Schedule 13D.
The Reporting Person sold the Shares for diversification
purposes and may from time to time sell additional shares of Common
Stock or buy Shares in ordinary brokerage or privately
negotiated transactions.
Item 5. Interest in Securities of the Issuer
According to the Issuer's Form 10Q dated March 10, 1998,
the Issuer has outstanding shares of 32,256,100 shares as of:
March 10, 1998.
The reporting person has sole voting and dispositive
power over 2,200,200 shares representing 6.8210% of the
outstanding class of common stock.
From 2/03/98 through 6/29/98 the reporting person made net sales
of 811,400 shares, including the net sale of 504,200 shares at a net
average price of $11.5605 per share on 6/29/98, which transaction
required the filing of this statement.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer
The Reporting Person does not have any contract,
arrangement or understanding with respect to the Common Stock.
Item 7. Material to be Filed as Exhibits
None.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Date: JULY 1, 1998
/s/ JOSEPH L. HARROSH
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Joseph L. Harrosh
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