ODYSSEY PARTNERS LP
SC 13G/A, 1997-02-12
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  SCHEDULE 13G


                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO. 1 )*

                           MICOM COMMUNICATIONS CORP.
                                (NAME OF ISSUER)


                  COMMON STOCK, PAR VALUE $ 0.0000001 PER SHARE
                         (TITLE OF CLASS OF SECURITIES)

                                   59478P-10-3
                                 (CUSIP NUMBER)




*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 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 1 of 5

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                                SCHEDULE 13G


CUSIP NO.  59478P-10-3                               PAGE  2  OF  5  PAGES
                                           

                                           
      1       NAME OF REPORTING PERSON
              S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                    Odyssey Partners, L.P. (E.I. No. 13-5614745)
                                           
      2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*  (a)        [_]
                                                                 (b)        [_]
                                                               
      3       SEC USE ONLY
                                                            
      4       CITIZENSHIP OR PLACE OF ORGANIZATION

              Delaware
                                                            
  NUMBER OF        5      SOLE VOTING POWER
   SHARES                 -0-
 BENEFICIALLY
   OWNED BY        6      SHARED VOTING POWER
    EACH                  -0-
  REPORTING
   PERSON          7      SOLE DISPOSITIVE POWER
     WITH                 -0-

                   8      SHARED DISPOSITIVE POWER
                          -0-

      9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
              -0-

     10       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
              SHARES*                                               [_]

     11       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     12       TYPE OF REPORTING PERSON*

              PN


                               Page 2 of 5

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ITEM 1 (A) - NAME OF ISSUER:

      MICOM Communications Corp.

ITEM 1 (B) - ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

      4100 Los Angeles Avenue
      Simi Valley, CA  93063

ITEM 2 (A) - NAME OF PERSON FILING:

      Odyssey Partners, L.P.

ITEM 2 (B) - ADDRESS OF PRINCIPAL BUSINESS OFFICE:

      31 West 52nd Street
      New York, NY  10019

ITEM 2 (C) - CITIZENSHIP:

      A Delaware limited partnership

ITEM 2 (D) - TITLE OF CLASS OF SECURITIES:

      Common Stock, par value $ 0.0000001 per share

ITEM 2 (E) - CUSIP NO.:

      59478P-10-3

ITEM 3:

      Not Applicable

ITEM 4 - OWNERSHIP:

      ITEM 4 (A) - AMOUNT BENEFICIALLY OWNED:

            - 0 -


                              Page 3 of 5

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      ITEM 4 (B) - PERCENT OF CLASS:

            --

      ITEM 4 (C) - NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:

      (i)   Sole power to vote or to direct the vote:
            - 0 -

      (ii)  Shared power to vote or to direct the vote:
            - 0 -

      (iii)  Sole power to dispose or to direct the disposition of:
            - 0 -

      (iv)  Shared power to dispose or to direct the disposition of:
            - 0 -

ITEM 5 - OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

      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 - OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

      Not Applicable

ITEM 7 - IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:

      Not Applicable

ITEM 8 - IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

      Not Applicable



                              Page 4 of 5

<PAGE>
<PAGE>


ITEM 9 - NOTICE OF DISSOLUTION OF GROUP:

      Not Applicable

ITEM 10 - CERTIFICATION:

      Not Applicable


                                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.



ODYSSEY PARTNERS, L.P.

By:     /s/ Jack Nash
        ---------------
        Jack Nash
        General Partner




Dated:   February 11, 1997




                              Page 5 of 5




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