Securities and Exchange
Commission Washington, D.C.
20549
Schedule 13G
Under the Securities and Exchange
Act of 1934 (Amendment No. )*
Video Update Inc.
(Name of Issue)
COMMON
(Title of Class of Securities)
92657V104
(Cusip number)
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).
*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
disclosure 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
in that section of the Act
but shall be subject to all other provisions of the
Act (however, see the Notes).
Cusip Number: 13G
1. Investment Advisers, Inc.
2. Check the appropriate box if a member of a
group: (a) [ ]
(b) [ X ]
3. SEC Use only
4. Citizenship or place of organization: Delaware
5. Sole voting power: 57600
6. Shared voting power: 0
7. Sole Dispositive power: 57600
8. Shared dispositive power: 0
9. Aggregate amount beneficially owned by each
reporting person: 57600
10. Percent of class represented by amount in Row 9:
..2%
11. Type of Person Reporting*: IA
Item 1. (a) Name of Issuer: Video Update Inc.
(b) Address of Issuer's Principal Executive Offices:
3100 World Trade Center 30 East Seventh Street St.
Paul, MN 55101
Item 2. (a) Investment Advisors, Inc.
(b) 3700 First Bank Place, Box 357,
Minneapolis, MN 55440 (c) Delaware
(d) Title of Class of Securities: Common
(e) Cusip Number: 92657V104
Item 3 (e) Investment Advisor registered under
Section 203 of
the
Investment Advisors Act of 1940.
Item 4. (a) Amount beneficially owned: 1661369
(b) Percent of Class: .2%
(c) Number of shares as to which such person has:
(I) Sole power to vote: 57600
(ii) Shared power to vote: 0
(iii) Sole power to dispose or direct
disposition of:
57600
(iv) Shared power to dispose or direct disposition
of: 0
Item 5. If this statement is being filed to
report the
fact that as of
the date hereof the reporting person has
ceased to be the
beneficial owner of more than five percent
of the class of
securities, check the following: [ X ]
Item 6. The shares referred to in this filing
are held by
various
custodian banks for various clients of
Investment Advisors, Inc.
None of the individual clients or custodian
banks holds more
than 5% or more of the shares.
Item 7. Not applicable.
Item 8. Not
applicable.
Item 9. Not
applicable.
Item 10.
Certification
By signing below I certify that, to the best of my
knowledge and belief, the
securities referred to above were acquired in the
ordinary course of business
and were not acquired for the purpose of and do not
have the effect of changing
or influencing the control of the issuer of such
securities and were not
acquired in connection with or as a participant in
any transaction having such
purposes or effect.
After reasonable inquiry and to the best of my
knowledge and belief, I certify
that the infraction set forth in this statement is
true, complete
and correct.
Date: 6/8/99
/s/ Kelly
Thomas Coughlin
Kelly Thomas
Coughlin
Vice President
Director of
Risk Management
