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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _______)*
ELXSI Corp.
____________________________________________________________
(Name of Issuer)
Common Stock Par Value $ .001
____________________________________________________________
(Title of Class of Securities)
268613-20-5
_____________________________________________________
(CUSIP Number)
4209 Vineland Rd., Ste. J-1, Orlando, Fla. 32811,
Telephone: (407) 849-1090
____________________________________________________________
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 23, 1996
______________________________________________________
(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 /X/. (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>
CUSIP No. 268613-20-5 Page 2 of 6
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Peter R. Kellogg ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b)/X/
3 SEC USE ONLY
4. SOURCE OF FUNDS:
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): / /
N/A
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7. SOLE VOTING POWER
58,500
8. SHARED VOTING POWER
310,000
9. SOLE DISPOSITIVE POWER
58,500
10. SHARED DISPOSITIVE POWER
310,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
368,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
7.69%
14. TYPE OF REPORTING PERSON:
IN
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CUSIP No. 268613-20-5 Page 3 of 6
Preliminary Note.
This Statement relating to the Common Stock par value
$0.001 of ELXSI Corp. is filed tardy because of mistaken
information relating to the number of shares outstanding.
Item 1. Security and Issuer.
The class of security to which this statement relates
is Common Stock, par value $0.001 (the "Common Stock"), of
ELXSI Corp., a Delaware corporation (the "Issuer"). The
address of the principal executive office of the Issuer is
4209 Vineland Road, Suite J-1, Orlando, Florida 32811,
telephone (407) 849-1090.
Item 2. Identity and Background.
The person filing this Statement is Peter R. Kellogg.
This statement contains information regarding shares of
Common Stock owned by Mr. Kellogg's wife, Mrs. Cynthia
Kellogg, I.A.T. Reinsurance Syndicate Ltd. ("IAT"), a
Bermuda corporation of which Mr. Kellogg is the sole holder
of voting stock, the Peter R. Kellogg & Cynthia Kellogg
Foundation (the "Foundation"), a charitable entity of which
Peter Kellogg is a trustee, and NOM Trust U/W/O James C.
Kellogg, III (the "Trust") of which Peter R. Kellogg is a
trustee. Mr. Kellogg has sole dispositive and voting power
with respect to the shares of Common Stock owned by IAT and
has shared dispositive and voting power with respect to the
shares of Common Stock owned by Mrs. Kellogg, the Foundation
and the Trust. Although shares of Common Stock owned by
Mrs. Kellogg, IAT, the Foundation and the Trust may be
deemed to be beneficially owned by Mr. Kellogg, the filing
of this Statement should not be deemed an admission that
that Mr. Kellogg benefically owns such shares or that the
Foundation, Mrs. Kellogg, IAT, the Trust or any other person
or persons referred to herein constitute a "group" within
the meaning of Section 13(d)(3) of the Securities Exchange
Act of 1934 (the "Act"), and the rules and regulations
thereunder (the "Rules").
The Foundation's business address is:
c/o Spear, Leeds & Kellogg
120 Broadway
New York, NY 10271
Mrs. Kellogg's address is:
c/o Spear, Leeds & Kellogg
120 Broadway
New York, NY 10271
IAT's address is:
c/o Spear, Leeds & Kellogg
120 Broadway
New York, NY 10271
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CUSIP No. 268613-20-5 Page 4 of 6
The Trust's address is:
c/o Spear, Leeds & Kellogg
120 Broadway
New York, NY 10271
Mr. Kellogg's principal occupation is:
Senior Managing Director
Spear, Leeds & Kellogg
120 Broadway
New York, NY 10271
Spear, Leeds & Kellogg is a registered securities
broker-dealer.
IAT is a reinsurance company incorporated in Bermuda.
During the last five years, neither Mr. Kellogg, Mrs.
Kellogg nor any executive officer of IAT has been convicted
in a criminal proceeding, nor have they been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such person was
or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws, or finding any
violation with respect to such laws.
Mr. and Mrs. Kellogg are both citizens of the United
States. IAT is a Bermuda Corporation. The Foundation is a
New Jersey corporation and the Trust is domiciled in New
Jersey.
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate purchase price of the 138,500 shares of
Common Stock recently purchased by the Foundation, Mrs.
Kellogg, IAT and the Trust was $724,437.50 consisting of
capital funds of each individual or entity and margin
account funds provided by Spear, Leeds & Kellogg.
Item 4. Purpose of Transaction.
The Common Stock was acquired by the Foundation, Mrs.
Kellogg, IAT and the Trust for investment purposes only.
Neither Mr. Kellogg, Mrs. Kellogg, the Foundation nor
the Trust as stockholders, have plans or proposals which
relate to or which would result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule
13D.
Mr. Kellogg, Mrs. Kellogg, the Foundation and the Trust
may determine to purchase additional shares of Common Stock
at any time and from time to time, subject to market and
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CUSIP No. 268613-20-5 Page 5 of 6
general economic conditions, and any purchase or purchases
may be effected directly or through one or more entities
controlled or deemed to be controlled by Mr. Kellogg. Mr.
Kellogg may also sell or otherwise dispose of shares of
Common Stock owned directly or indirectly by him at any time
or from time to time, although he has no present plans or
proposals to do so. Any purchases or sales by Mr. Kellogg
may be in the open market, in a privately negotiated
transaction or otherwise.
Item 5. Interest in Securities of the Issuer.
(a) As of December 13, 1996, Mr. Kellogg may be deemed
the beneficial owner of 368,500 shares of ELXSI Corp. Common
Stock. Of those shares, no shares were owned by Mr. Kellogg
personally and 368,500 were owned by the Foundation, Mrs.
Kellogg, IAT and the Trust.
(b) Mr. Kellogg has sole dispositive and voting power
with respect to 58,500 shares owned by IAT.
(c) The following table sets forth information with
respect to all purchases, sales or donations of Stock by the
Foundation, Mrs. Kellogg, IAT and the Trust for purposes of
Section 13(d) of the 1934 Act since October 14, 1996.
<TABLE>
<CAPTION>
IAT REINSURANCE SYNDICATE LTD.
______________________________
Date of Number of Type of Price per
Transaction Shares Transaction Share
<S> <C> <C> <C>
12/12/96 58,500 OTC Buy 5.375
</TABLE>
<TABLE>
<CAPTION>
CYNTHIA KELLOGG
_______________
Date of Number of Type of Price per
Transaction Shares Transaction Share
<S> <C> <C> <C>
11/23/96 80,000 OTC Buy 5.125
</TABLE>
Item 6. Contract Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
All shares of Common Stock purchased by Mr. Kellogg
were acquired on the basis of his independent investment
decisions. Mr. Kellogg disclaims that he (alone or with
IAT) was or is a member of a "group," within the meaning of
the Act and the Rules, with regard to the acquisition or
holding of shares of Common Stock acquired or sold by Mr.
Kellogg. Further, Mr. Kellogg has no arrangement, agreement
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CUSIP No. 268613-20-5 Page 6 of 6
or understanding with anyone with respect to the future
acquisition, holding, disposition or voting of shares of
Common Stock of the Issuer.
Item 7. Material to be filed as Exhibits.
None.
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: December 31, 1996 By: /s/ Peter R. Kellogg
_________________ ____________________
Peter R. Kellogg
