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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.1)*
PERCEPTRONICS, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
713611-10-1
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(CUSIP Number)
DECEMBER 31, 1998
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed.
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filed 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).
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CUSIP No. 713611-10-1
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
DANNY COHEN
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) / /
(b) / /
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 5. SOLE VOTING POWER: 252,000
SHARES
BENEFICIALLY 6. SHARED VOTING POWER: -0-
OWNED BY
EACH REPORTING 7. SOLE DISPOSITIVE POWER: 252,000
PERSON WITH
8. SHARED DISPOSITIVE POWER: -0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
252,000 shares
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
/ /
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.40%
12. TYPE OF REPORTING PERSON
IN
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Item 1(a) NAME OF ISSUER: Perceptronics, Inc.
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
21010 Erwin Street
Woodland Hills, California 91367
Item 2(a) NAME OF PERSON FILING: Danny Cohen
Item 2(b) ADDRESS OF PRINCIPAL OFFICE: 17432 Revello Dr.
Pacific Palisades, CA 90272
Item 2(c) CITIZENSHIP: U.S.A.
Item 2(d) TITLE OF CLASS OF SECURITIES: Common Stock
Item 2(e) CUSIP NUMBER: 713611-10-1
Item 3 IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13-2(b) OR
(c): If this statement is filed pursuant to Rule 13d-1(c), check this
box. [X]
Item 4(a) Amount Beneficially Owned: 252,000 shares, all of which are shares
underlying currently exercisable options and warrants.
Item 4(b) PERCENT OF CLASS: 4.40%
Item 4(c) NUMBER OF SHARES AS TO WHICH REPORTING PERSON HAS:
(i) sole voting power: 252,000
(ii) shared voting power: -0-
(iii) sole dispositive power: 252,000
(iv) shared dispositive power: -0-
Item 5 OWNERSHIP OF 5% OR LESS OF 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 5% of the class of
securities, check the following [X]
Item 6 OWNERSHIP OF MORE THAN 5% 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
Item 9 NOTICE OF DISSOLUTION OF GROUP: 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 not
acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
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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: February 10, 1999 /S/ Danny Cohen
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DANNY COHEN
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