UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
ALTERMAN INVESTMENT FUND, INC.
(Name of Issuer)
Common Stock, $2.50 Par Value
(Title of Class of Securities)
021447 10 7
(CUSIP Number)
B. Joseph Alley, Jr., 2800 One Atlantic Center, 1201 West Peachtree
Street, Atlanta, Georgia 30309-3400; (404) 873-8688
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 31, 1995
(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 the
statement / /. (A fee is not required only if the reporting
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.)
Note: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
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 (however, see the Notes).
<PAGE>
SCHEDULE 13D
1 Name of Reporting Person S.S. or I.R.S.
Identification No. of Above Person
Paul J. Alterman
2 Check the Appropriate Box if a Member of a Group (a) / /
(b)/ /
3 SEC Use Only
4 Source of Funds
00
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(E)
6 Citizenship or Place of Organization
Georgia
7 Sole Voting Power
11,288
8 Shared Voting Power
144,427*
9 Sole Dispositive Power
11,288
10 Shared Dispositive Power
144,427*
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
155,715*
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares
/ /
13 Percent of Class Represented by Amount in Row (11)
19.8%
14 Type of Reporting Person
IN
SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
* Includes 100 shares held by his wife. Mr. Alterman disclaims
beneficial ownership of these shares. Includes 40,000 shares
held by Sam P. Alterman Family Foundation, Inc., a nonprofit
corporation of which Mr. Alterman is one of five trustees.
Includes 69,402 shares held by Alterman Real Estate, Ltd., a
Georgia limited partnership, of which Paul J. Alterman and his
father are the sole general partners, and his mother is the
sole limited partner. Includes 17,133 shares held by Mr.
Alterman as custodian for his four minor children. Includes
17,792 shares owned by Sam P. Alterman. Paul J. Alterman
holds a power of attorney pursuant to which he has voting and
dispositive power over such shares.
<PAGE>
Item 1. Security and Issuer.
This statement relates to the Common Stock, $2.50 par value,
of Alterman Investment Fund, Inc., a Delaware corporation (the
"Company"). The principal executive offices of the Company are
located at:
Suite 104
1218 West Paces Ferry Road, N.W.
Atlanta, Georgia 30327
Item 2. Identity and Background.
1. (a) Paul J. Alterman is a person filing this statement.
(b) 1814 Jackson Creek Drive, Marietta, Georgia 30068.
(c) Managing General Partner of Alterman Real Estate,
Ltd., engaged in the business of ownership and management of real
estate, the business address of which is Suite 104, 1218 West Paces
Ferry Road, N.W., Atlanta, Georgia 30327
(d) None.
(e) None.
(f) United States.
Item 3. Source and Amount of Funds or Other Consideration.
On October 31, 1995, Sam P. Alterman gifted 6,000 shares
to his children and grandchildren, including 2,000 shares to Paul
Alterman as custodian for two minor children. On February 18,
1994, Sam P. Alterman executed a Power of Attorney in favor of Paul
J. Alterman, granting Paul J. Alterman voting and dispositive power
over shares owned by Sam P. Alterman.
Item 4. Purpose of Transaction.
See Item 3 above. All transactions reported herein were
gifts. The reporting persons have no plans or proposals which
relate to or would result in any of the occurrences listed in the
instructions to Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) and (b) See Items 7, 8, 9, 10, 11 and 13 of cover
pages.
(c) None.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
(a) None
<PAGE>
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.
Paul J. Alterman 2/9/96
________________ _____________
Paul J. Alterman Date
