UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 17)*
FIFTH DIMENSION INC.
_____________________________________________________________
(Name of Issuer)
Common Stock, $.50 Par Value Per Share
_____________________________________________________________
(Title of Class of Securities)
316711-10-0
_____________________________________________________________
(CUSIP Number)
Edward M. Gilbert, 330 Garfield Street, #200, Santa Fe, New Mexico 87501
_________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
May 1, 1996
_______________________________________________________
(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
CUSIP NO. 316711=10=0 PAGE 2 of 5 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EDWARD M. GILBERT ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS *
PF, RETIREMENT ACCOUNT
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES 369,730 SHARES (SEE ITEM 5 ATTACHED HERETO)
BENEFICIALLY 8 SHARED VOTING POWER
0 SHARES (SEE ITEM 5 ATTACHED HERETO)
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
369,730 SHARES (SEE ITEM 5 ATTACHED HERETO)
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
0 SHARES (SEE ITEM 5 ATTACHED HERETO)
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
369,730 SHARES (SEE ITEM 5 ATTACHED HERETO)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.8% (SEE ITEM 5 ATTACHED HERETO)
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
PAGE 3 of 5 PAGES
ITEM 1. SECURITY AND ISSUER
- ------- -------------------
This statement relates to the Common Stock, $.33-1/3 par value of the
Issuer, Fifth Dimension, Inc., a New Jersey Corporation, (the "Common Stock").
The Issuer's principal executive offices are located at: 801 New York Avenue,
Trenton, New Jersey 08638-3982.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
- ------- -------------------------------------------------
The total purchase price of the 369,730 shares of Common Stock reported in
this statement was $940,498.14. The source of these funds was $202,772.20 from
Edward Gilbert's retirement account, $637,725.94 from Mr. Gilbert's personal
funds, and $100,000 with the proceeds of a loan from First National Bank of
Santa Fe. 90,000 of the shares of Common Stock owned by Mr. Gilbert are pledged
as collateral for the loan from First National Bank of Santa Fe.
The increased cost of the shares of Common Stock in the amount of $30,374
reflects Mr. Gilbert's purchase of an aggregate of 12,000 shares of the Common
Stock all in market transactions for the price, plus commissions set forth
below. The increased cost was paid by Mr. Gilbert from his personal funds as
set forth on the following page.
<PAGE>
PAGE 4 of 5 PAGES
Date Number Price Purchase Total
Purchased of Shares Per Share Price Commissions Consideration
- --------- --------- --------- --------- ----------- -------------
4-23-96 1,000 $ 2.75 $2,750.00 $64.00 $ 2,814.00
4-23-96 1,000 2.00 $2,000.00 60.00 2,060.00
5-06-96 10,000 2.55 25,500.00 0.00 25,500.00
-------------------------------------------------------------
12,000 $ 2.52 $ 30,250.00 $124.00 $30,374.00
====== ====== =========== ======= ==========
<PAGE>
PAGE 5 of 5 PAGES
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
- ------- ------------------------------------
(a) Mr. Gilbert beneficially owns 369,730 shares of Common Stock which
constitutes 33.8% of the shares of Common Stock outstanding (exclusive of
treasury shares) at May 7, 1996. Mr. Gilbert has the sole power to vote and the
sole power to dispose of all of these shares.
(b) The following are the details of the filing of Schedule 13D and
amendments thereto by Edward Gilbert with respect to the Common Stock:
Filing Date Filed Filer
- ------ ---------- -----
Schedule 13D April 18, 1991 Edward and Gail Gilbert
Amendment #1 August 23, 1991 Edward and Gail Gilbert
Amendment #2 September 30, 1991 Edward and Gail Gilbert
Amendment #3 January 16, 1992 Edward Gilbert
Amendment #4 June 30, 1992 Edward Gilbert
Amendment #5 January 11, 1993 Edward Gilbert
Amendment #6 May 21, 1993 Edward Gilbert
Amendment #7 July 14, 1993 Edward Gilbert
Amendment #8 November 2, 1993 Edward Gilbert
Amendment #9 December 2, 1993 Edward Gilbert
Amendment #10 December 18, 1993 Edward Gilbert
Amendment #11 February 16, 1994 Edward Gilbert
Amendment #12 June 24, 1994 Edward Gilbert
Amendment #13 October 25, 1994 Edward Gilbert
Amendment #14 March 31, 1995 Edward Gilbert
Amendment #15 May 19, 1995 Edward Gilbert
Amendment #16 January 17, 1996 Edward Gilbert
During the past sixty (60) days, no transactions in the Common Stock
were effected by Edward Gilbert, except as described in Item 3 above.
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
accurate.
May 9, 1996 /s/ Edward M. Gilbert
- -------------- ----------------------
Date Edward M. Gilbert
