____________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Hi-Shear Industries Inc.
____________________________________________________________
(Name of issuer)
Common Stock, par value $0.10 per share
____________________________________________________________
(Title of class of securities)
428399-10-9
____________________________________________________________
(CUSIP number)
Copy to:
Frederic Roure Nancy A. Lieberman, Esq.
GFI Industries S.A. Skadden, Arps, Slate, Meagher & Flom
Espace Vauban--BP 431 919 Third Avenue
Boulevard Richelieu New York, New York 10022
Belfort Cedex (212) 735-3000
France 90008
11 33 84 57 00 77
____________________________________________________________
(Name, address and telephone number of person
authorized to receive notices and communications)
February 26, 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 [ ].
CUSIP NO. 428399-10-9
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
GFI Industries S.A.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of France
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH -0-
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN BOX (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14 TYPE OF REPORTING PERSON
CO
This Statement amends and supplements the
Schedule 13D (the "Schedule 13D") filed with the
Securities and Exchange Commission by GFI Industries
S.A., a societe anonyme organized under the laws of the
Republic of France ("GFI"), relating to the common stock,
par value $0.10 per share (the "Shares"), of Hi-Shear
Industries Inc., a Delaware corporation ("HSI"). All
capitalized terms used herein but not defined shall have
the respective meanings assigned to such terms in the
Schedule 13D.
Item 4. Purpose of the Transaction.
Item 5. Interest in Securities of the Issuer.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
Items 4, 5 and 6 are hereby amended and
supplemented by adding thereto the following:
On February 26, 1996, GFI purchased all of the
outstanding shares of common stock of Hi-Shear
Corporation pursuant to the Stock Purchase Agreement
between GFI and HSI. Pursuant to their terms, the
Stockholders Agreement between GFI and certain
stockholders of HSI and the proxies held by GFI relating
to such stockholders' shares of HSI common stock
terminated effective as of the closing of such purchase.
Accordingly, as of the date of this Statement, GFI does
not beneficially own any shares of HSI's common stock.
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.
GFI INDUSTRIES S.A.
By: /s/ Frederic Roure
Title: Chief Executive Officer
Date: March 6, 1996
