<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
Mortgage and Realty Trust
(Name of Issuer)
Common Stock, $1.00 Par Value
(Title of Class of Securities)
619088206
(CUSIP Number)
Heine Securities Corporation, 51 John F. Kennedy
Parkway
Short Hills, NJ 07078 (201) 912-2152 ATTN: Bradley
Takahashi
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 29, 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 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.)
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 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).
(Continued on the following page(s))
Page 1 of 4 Pages
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CUSIP No. 619088206 13D Page 2 of 4 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Heine Securities Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
__
Not Applicable (a) /__/
(b) /__/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF, WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS __
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) /__/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 5,611,049 (See Items 2 and 5)
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None (See Items 2 and 5)
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 5,611,049 (See Items 2 and 5)
PERSON 10 SHARED DISPOSITIVE POWER
WITH None (See Items 2 and 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 5,611,049 (See Items 2 and 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* /__/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.98%
12 TYPE OF REPORTING PERSON*
IA
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CUSIP No. 619088206 13D Page 3 of 4 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael F. Price
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
__
Not Applicable (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
UNITED STATES
NUMBER OF 7 SOLE VOTING POWER
SHARES NONE (See Items 2 and 5)
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 5,611,049 (See Items 2 and 5)
EACH 9 SOLE DISPOSITIVE POWER
REPORTING NONE (See Items 2 and 5)
PERSON 10 SHARED DISPOSITIVE POWER
WITH 5,611,049 (See Items 2 and 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 5,611,049 (See Items 2 and 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* /__/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.98%
12 TYPE OF REPORTING PERSON*
IN
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Item 5 Interest in Securities of the Issuer of the
previously filed Amendment 1 to Schedule 13D is hereby
amended by deleting the language "... the beneficial owner
of approximately 5,965,583 shares of the Common Stock
representing approximately 53.1% of the outstanding shares
of the Issuer ...." and replacing it with "...the beneficial
owner of approximately 5,611,049 shares of the Common Stock
representing approximately 49.98% of the outstanding shares
of the Issuer ...."
Signatures
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.
Date: October 30, 1995
Michael F. Price
President
Heine Securities Corporation
By:___________________________
Michael F. Price
___________________________
Michael F. Price
