UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
AMERICAN PRECISION INDUSTRIES, INC.
_________________________________________________________________
(Name of Issuer)
Common Stock $.66 2/3 Par Value Per Share
_________________________________________________________________
(Title of Class of Securities
029069-10-1
____________________________
(CUSIP Number)
Brian D. Baird
120 Delaware Avenue
Buffalo, New York 14202 (Phone: (716) 845-6000)
_________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 16, 1997
_______________________
(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
Amendment No. 5
CUSIP NO. 029069-10-1
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
First Carolina Investors, Inc.
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 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 SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 95,500
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
95,500
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
95,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.305%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 029069-10-1
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
The Cameron Baird Foundation
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 204,700
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
204,700
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
204,700
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.797%
14. TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 029069-10-1
1. Name of Reporting Person
SS or Identification No. of above person (optional)
Aries Hill Corp.
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED -0-
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
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 ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.000%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 029069-10-1
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
Jane D. Baird
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
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 SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED -0-
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
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 ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.000%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
INTRODUCTION
The ownership of 402,000 Shares of Common Stock
("Shares") of American Precision Industries, Inc. (the "Issuer")
was reported by First Carolina Investors, Inc. and other persons
(the "Reporting Persons") in a Schedule 13D filed with the
Securities and Exchange Commission on July 2, 1995, as amended by
Schedule 13D Amendment No. 1 filed with the Securities and
Exchange Commission on November 3, 1995, as amended by Schedule
13D Amendment No. 2 filed with the Securities and Exchange
Commission on September 13, 1996, as amended by Schedule 13D
Amendment No. 3 filed with the Securities and Exchange Commission
on February 7, 1997, as amended by Schedule 13D Amendment No. 4
("Amendment No. 4") filed with the Securities and Exchange
Commission on April 8, 1997. Since the filing of Amendment No.
4, total Shares owned by the Reporting Persons has decreased to
320,700 Shares. Schedule 13D is hereby amended to reflect the
decreases in ownership by four of the Reporting Persons (First
Carolina Investors, Inc.; The Cameron Baird Foundation; Aries
Hill Corp.; and Jane D. Baird). As a result of such decreases,
the Reporting Persons are no longer the beneficial owners of more
than five percent of the Shares of the Issuer.
The cover pages for the four aforementioned Reporting
Persons are hereby amended to read as set forth in this Schedule
13D Amendment No. 5. Item 5 is hereby amended as set forth in
this Schedule 13D Amendment No. 5. All other cover pages and
items remain unchanged, and are incorporated herein by reference.
NOTE: THE EXECUTION AND SUBMISSION OF THIS STATEMENT
SHALL NOT BE CONSTRUED AS A STATEMENT OR ADMISSION THAT
THE REPORTING PERSONS (I) ARE ACTING AS A GROUP IN THE
ACQUISITION OF THE SHARES, (II) COLLECTIVELY CONSTITUTE
A "PERSON" WITHIN THE MEANING OF SECTION 13(D)(3) OF
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE
"ACT"), OR (III) FOR THE PURPOSES OF SECTION 13(D) OF
THE ACT, ARE THE BENEFICIAL OWNERS OF ANY SHARES OTHER
THAN THE SHARES IN WHICH EACH PERSON IS SPECIFICALLY
IDENTIFIED IN THIS STATEMENT TO HAVE A BENEFICIAL
INTEREST.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended to read as follows:
(a) The Reporting Persons hereby report beneficial ownership, in
the manner hereinafter described, of 320,700 Shares of the
Issuer:
<TABLE>
<CAPTION>
Percentage of
Number Of Outstanding
Shares Held in the Name of Shares Security (1)
<S> <C> <C>
First Carolina Investors 95,500 1.305%
The Cameron Baird
Foundation 204,700 2.797%
David M. Stark,
as successor trustee (2) 2,000 0.027%
Brian D. Baird, as
successor trustee (3) 7,500 0.103%
Brian D. Baird, as
trustee (4) 11,000 0.150%
_______ ______
TOTAL 320,700 4.382%
</TABLE>
(1) The foregoing percentages assume that the number of
Shares of the Issuer outstanding is 7,317,427 Shares (as
reported in the Issuer's Proxy Statement as of March 7,
1997).
(2) The family of Anne S. Baird are the beneficiaries
under a testamentary trust established by the Will
of Margaret S. DeMorinni.
(3) Jane D. Baird is the income beneficiary and the
issue of Jane D. Baird are the remainder
beneficiaries under a trust agreement dated 2/13/22.
(4) Various trusts were established by Jane D. Baird on
6/15/87. The beneficiary of each trust is a
grandchild of Jane D. Baird.
(b) For each person named in paragraph (a), that person has sole
voting and sole dispositive power over the Shares enumerated
in paragraph (a).
(c) The following sales of the Shares were effected during the
past sixty days:
<TABLE>
<CAPTION>
Price/Share
(in Dollars
Commissions
Sale In The Number of not Transaction
Name Of Date Shares included) Made Through
<S> <C> <C> <C> <C>
First Carolina
Investors, Inc. 4/7/97 1,000 16 7/8 Fahnestock & Co
4/8/97 1,000 16 1/4 Fahnestock & Co
4/9/97 1,000 16 1/4 Fahnestock & Co
4/10/97 1,000 16 3/8 Fahnestock & Co
4/11/97 1,000 16 1/2 Fahnestock & Co
4/14/97 500 16 1/4 Fahnestock & Co
4/15/97 1,000 16 1/4 Fahnestock & Co
4/16/97 1,000 16 1/4 Fahnestock & Co
4/17/97 1,000 16 1/4 Fahnestock & Co
4/18/97 1,000 16 5/8 Fahnestock & Co
4/21/97 1,000 16 5/8 Fahnestock & Co
4/22/97 1,000 16 5/8 Fahnestock & Co
4/23/97 1,000 17 1/8 Fahnestock & Co
4/23/97 500 17 1/4 Fahnestock & Co
4/24/97 1,000 17 1/4 Fahnestock & Co
4/24/97 10,000 17 1/2 Fahnestock & Co
4/25/97 1,000 17 5/8 Fahnestock & Co
4/25/97 10,000 17 1/2 Fahnestock & Co
4/28/97 1,000 17 3/8 Fahnestock & Co
4/29/97 1,000 17 3/8 Fahnestock & Co
4/30/97 1,000 17 1/4 Fahnestock & Co
5/1/97 1,000 16 3/4 Fahnestock & Co
5/2/97 1,000 16 5/8 Fahnestock & Co
5/5/97 1,000 16 7/8 Fahnestock & Co
5/6/97 1,000 16 7/8 Fahnestock & Co
5/7/97 1,000 17 1/8 Fahnestock & Co
5/7/97 1,000 17 3/8 Fahnestock & Co
5/8/97 1,000 17 3/8 Fahnestock & Co
5/9/97 1,000 17 5/8 Fahnestock & Co
5/12/97 1,000 17 7/8 Fahnestock & Co
5/12/97 1,000 18 Fahnestock & Co
5/13/97 1,000 17 7/8 Fahnestock & Co
5/14/97 1,000 17 7/8 Fahnestock & Co
5/15/97 1,000 18 1/8 Fahnestock & Co
5/15/97 1,000 18 1/4 Fahnestock & Co
5/15/97 1,000 18 3/8 Fahnestock & Co
5/16/97 1,000 18 1/2 Fahnestock & Co
5/19/97 1,000 18 3/8 Fahnestock & Co
5/19/97 1,000 18 1/2 Fahnestock & Co
5/19/97 1,000 18 5/8 Fahnestock & Co
5/19/97 1,000 18 3/4 Fahnestock & Co
5/20/97 1,000 18 7/8 Fahnestock & Co
Aries Hill
Corp. 4/8/97 500 16 1/4 Fahnestock & Co
4/9/97 500 16 1/4 Fahnestock & Co
4/10/97 300 16 1/2 Fahnestock & Co
Jane D. Baird 4/10/97 500 16 3/8 Fahnestock & Co
4/11/97 500 16 1/2 Fahnestock & Co
4/14/97 500 16 1/4 Fahnestock & Co
4/15/97 500 16 1/4 Fahnestock & Co
4/16/97 500 16 1/4 Fahnestock & Co
4/17/97 500 16 1/4 Fahnestock & Co
4/21/97 500 16 5/8 Fahnestock & Co
4/23/97 500 16 5/8 Fahnestock & Co
4/23/97 500 17 1/8 Fahnestock & Co
4/24/97 1,000 17 1/4 Fahnestock & Co
4/25/97 1,000 17 1/2 Fahnestock & Co
4/28/97 500 17 3/8 Fahnestock & Co
4/29/97 500 17 1/4 Fahnestock & Co
5/1/97 500 16 3/4 Fahnestock & Co
5/2/97 500 16 5/8 Fahnestock & Co
5/5/97 500 16 3/4 Fahnestock & Co
5/6/97 1,000 16 7/8 Fahnestock & Co
Cameron Baird
Foundation 5/7/97 1,000 17 Fahnestock & Co
5/7/97 1,000 17 3/8 Fahnestock & Co
5/12/97 1,000 17 5/8 Fahnestock & Co
5/12/97 1,000 17 7/8 Fahnestock & Co
5/13/97 1,000 17 7/8 Fahnestock & Co
5/14/97 1,000 17 7/8 Fahnestock & Co
5/15/97 1,000 18 1/8 Fahnestock & Co
5/16/97 1,000 18 3/8 Fahnestock & Co
5/19/97 1,000 18 3/8 Fahnestock & Co
5/19/97 1,000 18 5/8 Fahnestock & Co
5/20/97 1,000 18 7/8 Fahnestock & Co
</TABLE>
(d) Not applicable
(e) The Reporting Persons ceased to be the beneficial owners of
more than five percent (5%) of the Shares as of April 25,
1997.
<PAGE>
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.
DATED this 22nd day of May, 1997.
FIRST CAROLINA INVESTORS, INC.
By: s/Brent D. Baird
Brent D. Baird, Chairman
THE CAMERON BAIRD FOUNDATION
By: s/Brian D. Baird
Brian D. Baird, Trustee
ARIES HILL CORP.
By: s/ Brian D. Baird
Brian D. Baird, Secretary
JANE D. BAIRD
By: s/ Brian D. Baird
Brian D. Baird, Attorney
