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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.: 5
Name of Issuer: Envirodyne Industries, Inc.
Title of Class of Securities: Common Stock
CUSIP Number: 294-037-205
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
James D. Bennett, Bennett Management Corporation, 2 Stamford
Plaza, Suite 1501, 281 Tresser Boulevard, Stamford, CT 06901;
(203) 353-3101
(Date of Event which Requires Filing of this Statement)
February 20, 1997
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 [ ]. (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
class. See Rule 13d-7).
*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 the disclosures provided
in a prior cover page.
The information required in 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).
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CUSIP No. 294-037-205
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
James D. Bennett ###-##-####
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
AF
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
USA
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
318,871
8. Shared Voting Power:
862,011
9. Sole Dispositive Power:
318,871
10. Shared Dispositive Power:
862,011
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,180,882
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
2
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13. Percent of Class Represented by Amount in Row (11)
8.12%
14. Type of Reporting Person
IN
3
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CUSIP No. 294-037-205
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Restructuring Capital Associates, L.P. 13-3526880
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
AF
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
862,011
9. Sole Dispositive Power:
10. Shared Dispositive Power:
862,011
11. Aggregate Amount Beneficially Owned by Each Reporting Person
862,011
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
4
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13. Percent of Class Represented by Amount in Row (11)
5.93%
14. Type of Reporting Person
PN (IA)
5
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CUSIP No. 294-037-205
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Bennett Restructuring Fund, L.P. 13-3526877
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
862,011
9. Sole Dispositive Power:
10. Shared Dispositive Power:
862,011
11. Aggregate Amount Beneficially Owned by Each Reporting Person
862,011
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
6
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13. Percent of Class Represented by Amount in Row (11)
5.93%
14. Type of Reporting Person
PN
7
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Item 1. Security and Issuer
No change.
Item 2. Identity and Background
No change.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, Mr. Bennett is deemed to
beneficially own 1,180,882 shares of common stock of the Company.
Of that amount 862,011 shares are held by the Partnership and
318,871 shares are held by Bennett Offshore, over each of which
Mr. Bennett has investment discretion. RCA has investment
discretion over the Partnership. The funds for the purchase of
shares held by the Partnership and Bennett Offshore came from the
working capital of each. All the transactions in the shares of
common stock of the Company held by the Partnership and the
Offshore Fund were effected in open market transactions.
Item 4. Purpose of Transaction
No change.
Item 5. Interest in Securities of the Issuer
As of the date hereof, Mr. Bennett is deemed to be
the beneficial owner of 1,180,882 shares of common stock of
the Company. The Partnership holds 862,011 shares and
Bennett Offshore holds 318,871 shares. Mr. Bennett is
deemed to beneficially own all shares held by the
Partnership and Bennett Offshore. RCA is deemed to
beneficially own all shares held by the Partnership. Based
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on the Company's latest 10-Q, there were a total of
14,545,107 outstanding shares of common stock as of November
8, 1996. Therefore, Mr. Bennett is deemed to beneficially
own 8.12% of the outstanding shares, and each of RCA and the
Partnership is deemed to beneficially own 5.93% of the
outstanding shares. Mr. Bennett has the power to vote,
direct the vote, dispose of or direct the disposition of all
the shares that are held by the Partnership and Bennett
Offshore. RCA has the power to vote, direct the vote,
dispose of or direct the disposition of all shares that are
held by the Partnership.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of
the Issuer
No change.
Item 7. Material to be Filed as Exhibits
A description of the transactions in the Company's
common stock that were effected by Mr. Bennett, RCA and the
Partnership since the most recent filing on Schedule 13D is
filed herewith as Exhibit A.
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Signature
The undersigned, after reasonable inquiry and to
the best of their knowledge and belief, certify that the
information set forth in this statement is true, complete
and correct.
February 26, 1997
_________________
Date
/s/ James D. Bennett
____________________
James D. Bennett
RESTRUCTURING CAPITAL ASSOCIATES, L.P.
By: Bennett Capital Corporation,
General Partner
By: /s/ James D. Bennett
_____________________________
James D. Bennett, President
BENNETT RESTRUCTURING FUND, L.P.
By: Restructuring Capital Associates,
L.P., General Partner
By: Bennett Capital Corporation,
General Partner
By: /s/ James D. Bennett
__________________________
James D. Bennett, President
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75252000.AY3
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Exhibit A
Daily Transactions
Number of Shares Price
Date Bought or (Sold) Per Share Value
____ ________________ _________ _____
1/23/97 (145,000) $6.81 $988,141.76
2/20/97 (100,000) $6.84 $684,326.97
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75252000.AY3
