UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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)
JANUARY 29, 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. 3
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 203,000
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
203,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
203,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.810%
14. TYPE OF REPORTING PERSON*
CO
*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 32,300
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
32,300
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,300
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.447%
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)
Brian D. Baird, as Trustee
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 11,000
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
11,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.152%
14. TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
INTRODUCTION
The ownership of 584,500 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 ("Amendment No. 2") filed with the Securities
and Exchange Commission on September 13, 1996. Since the filing
of Amendment No. 2, total Shares owned by the Reporting Persons
has decreased to 486,500 Shares. Schedule 13D is hereby amended
to reflect the changes in ownership by three of the Reporting
Persons (First Carolina Investors, Inc.; Brian D. Baird, as
Trustee; and Aries Hill Corp.).
The cover pages for the three aforementioned Reporting
Persons are hereby amended to read as set forth in this Schedule
13D Amendment No. 3. Items 3 and 5 are hereby amended as set
forth in this Schedule 13D Amendment No. 3. 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 3. SOURCE AND AMOUNT OF FUNDS.
Item 3 is hereby amended to show the net amount of
funds paid for the Shares by Brian D. Baird, as trustee.
Brian D. Baird, as trustee $141,625
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 486,500 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 203,000 2.810%
The Cameron Baird
Foundation 215,700 2.986%
Brent D. Baird (2) 5,000 0.069%
Jane D. Baird 10,000 0.139%
David M. Stark,
as successor trustee (3) 2,000 0.028%
Brian D. Baird, as
successor trustee (4) 7,500 0.104%
Brian D. Baird, as
trustee (5) 11,000 0.152%
Aries Hill Corp. 32,300 0.447%
______ _____
TOTAL 486,500 6.735%
</TABLE>
(1) The foregoing percentages assume that the number of
Shares of the Issuer outstanding is 7,223,088 Shares (as
reported in the Issuer's Form 10-Q Quarterly Report as of
September 27, 1996).
(2) Held in Trubee, Collins & Co., Inc.'s pension plan
for the benefit of Brent D. Baird.
(3) The family of Anne S. Baird are the beneficiaries
under a testamentary trust established by the Will
of Margaret S. DeMorinni.
(4) 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.
(5) 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. 12/9/96 1,000 18 Fahnestock & Co
12/10/96 1,000 18 1/2 Fahnestock & Co
12/11/96 1,000 18 1/8 Fahnestock & Co
12/12/96 1,000 17 5/8 Fahnestock & Co
12/16/96 200 17 5/8 Fahnestock & Co
800 17 3/8 Fahnestock & Co
12/17/96 1,000 17 5/8 Fahnestock & Co
12/18/96 1,000 17 3/4 Fahnestock & Co
12/19/96 1,000 17 3/4 Fahnestock & Co
12/20/96 1,000 18 1/2 Fahnestock & Co
1,000 19 Fahnestock & Co
12/23/96 2,000 18 5/8 Fahnestock & Co
12/24/96 2,000 18 1/2 Fahnestock & Co
12/26/96 1,000 18 1/2 Fahnestock & Co
1,000 18 7/8 Fahnestock & Co
12/27/96 1,000 18 7/8 Fahnestock & Co
12/30/96 1,000 19 Fahnestock & Co
1,000 19 3/8 Fahnestock & Co
12/31/96 1,000 19 3/4 Fahnestock & Co
2,200 20 Fahnestock & Co
1/2/97 1,000 20 Fahnestock & Co
1/3/97 1,000 19 7/8 Fahnestock & Co
1,000 20 1/8 Fahnestock & Co
1/6/97 1,000 20 3/8 Fahnestock & Co
1,000 20 1/2 Fahnestock & Co
1/7/97 2,000 20 1/4 Fahnestock & Co
1/8/97 1,000 20 1/4 Fahnestock & Co
1,000 20 Fahnestock & Co
1/9/97 1,000 19 3/4 Fahnestock & Co
1/15/97 1,000 19 3/8 Fahnestock & Co
1/16/97 200 19 1/4 Fahnestock & Co
800 19 1/8 Fahnestock & Co
1/17/97 1,000 18 5/8 Fahnestock & Co
1/20/97 1,000 19 Fahnestock & Co
1/21/97 1,000 18 3/4 Fahnestock & Co
1/22/97 1,000 19 Fahnestock & Co
1/23/97 1,000 19 Fahnestock & Co
1/27/97 1,000 19 1/4 Fahnestock & Co
1/28/97 1,000 19 3/8 Fahnestock & Co
1/29/97 1,000 19 1/4 Fahnestock & Co
1/30/97 1,000 19 1/4 Fahnestock & Co
1/31/97 1,000 19 1/4 Fahnestock & Co
2/3/97 3,000 19 1/4 Fahnestock & Co
5,000 19 3/8 Fahnestock & Co
2/4/97 1,000 19 1/4 Fahnestock & Co
2/5/97 1,000 19 1/8 Fahnestock & Co
2,000 19 1/4 Fahnestock & Co
2/6/97 1,000 19 1/8 Fahnestock & Co
2,000 19 1/2 Fahnestock & Co
Aries Hill
Corp. 1/20/97 500 19 Fahnestock & Co
1/21/97 500 18 3/4 Fahnestock & Co
1/22/97 500 19 Fahnestock & Co
1/23/97 500 19 Fahnestock & Co
1/27/97 500 19 1/4 Fahnestock & Co
1/28/97 500 19 3/8 Fahnestock & Co
1/29/97 500 19 1/4 Fahnestock & Co
1/30/97 500 19 1/4 Fahnestock & Co
1/31/97 500 19 1/4 Fahnestock & Co
2/3/97 1,000 19 1/4 Fahnestock & Co
3,000 19 3/8 Fahnestock & Co
2/4/97 500 19 1/4 Fahnestock & Co
2/5/97 500 19 1/8 Fahnestock & Co
1,000 19 1/4 Fahnestock & Co
2/6/97 500 19 3/8 Fahnestock & Co
500 19 1/8 Fahnestock & Co
500 19 1/2 Fahnestock & Co
</TABLE>
(d) Not applicable
(e) Not applicable
<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 6th day of February, 1997.
FIRST CAROLINA INVESTORS, INC.
By: s/Brent D. Baird
Brent D. Baird, Chairman
ARIES HILL CORP.
By: s/ Brian D. Baird
Brian D. Baird, Secretary
_________________________________
Brian D. Baird, as Trustee
