CUSIP No. 268613205 13G
Page 2 of 4 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1(b)(c), AND (d) AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ELXSI Corp.
(Name of Issuer)
Common Shares, $0.001 par value
(Title of Class of Securities)
268613205
(CUSIP Number)
March 16, 1999
(Date of Event Which Requires Filing of this statement)
This Schedule 13G is being filed pursuant to Rule 13d-1(h)
of the Securities Exchange Act of 1934, as amended.
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)
_________________________________________________________________
1. NAME OF REPORTING PERSON: Peter R. Kellogg
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
_____ __________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) x
_________________________________________________________________
3. SEC USE ONLY
_________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION USA
_________________________________________________________________
NUMBER OF 5. SOLE VOTING POWER NUMBER OF SHARES 0* (See
discussion following item 10)
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 0 *
OWNED BY _______________________________________
EACH 7. SOLE DISPOSITIVE POWER 100,000
REPORTING __________________________________________________
PERSON WITH 8. SHARED DISPOSITIVE POWER 630,900
__________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
730,900
(iv) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
(iv) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 16.40%
12. TYPE OF REPORTING PERSON IN
Item 1.
Item 1(a): Name of Issuer: ELXSI Corp.
Item 1(b): Address of Issuer's Principal Executive Offices:
4209 Vineland Road, Suite J-I
Orlando, FL 32811
Item 2.
Item 2(a): Name of Person Filing: Peter R. Kellogg
Item 2(b): Address of Principal Business Office or, if None,
Residence: 120 Broadway
New York, NY 10271
Item 2c: Citizenship: U.S.A.
Item 2(d): Title of Class of Securities: Common Shares,
$0.001 par value
Item 2(e): CUSIP Number: 268613-20-5
Item 3. If this statement is filed pursuant to Rules 13d-1(b),
or 13d-2(b) or (c), check whether the person filing is
a:
(iv) Broker or dealer registered under Section 15 of the
Exchange Act,
(b) Bank as defined in Section 3(a)(6) of the Exchange Act,
(c) Insurance company as defined in Section 3(a)(19) of the
Exchange Act,
(d) Investment Company registered under Section 8 of the
Investment Company Act,
(e) An investment adviser in accordance with Rule 13d-
1(b)(1)(ii)(E),
(f) An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F),
(g) A parent holding Company, or control person in
accordance with Rule 13d-1(b)(ii)(G),
(h) A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act.
(i) A church plan that is excluded from the definition of an
investment company under Section 3c(14) of the Investment Company
Act.
(j) Group, in accordance with Rule 13d-1(b)(ii)(J)
If this statement is filed pursuant to Rule 13d-1c, check this
box. X
Item 4. Ownership:
(iv) Amount Beneficially Owned: 730,900
(iv) Percent of Class: 16.40%
(iv) Number of shares as to which such person has:
(iv) Sole power to vote or to direct the vote: 0
(iv) Shared power to vote or direct the vote: 0
(iv) Sole power to dispose or direct the disposition Of: 100,000
(iv) Shared power to dispose or to direct the Disposition of:
630,900
Item 5.Ownership of Five Percent or Less of a Class. N/A
Item 6.Ownership of More Than Five Percent on Behalf of Another
Person. N/A
Item 7.Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company. N/A
Item 8.Identification and Classification of Members of the
Group. N/A
Item 9. Notice of Dissolution of Group: N/A
Item 10. Certification.
On or about March 16, 1999, Peter R. Kellogg, on his own behalf
and on the behalf of Cynthia Kellogg, IAT Reinsurance, the Peter
and Cynthia Kellogg Foundation, and NOM Trust U/W/O James C.
Kellogg III (collectively referred to as "Kellogg"), entered into
an agreement with Alexander M. Milley ("AMilley") and the Issuer
relating to the ownership and voting of securities of the Issuer.
This agreement, amongst other things, provides for an irrevocable
proxy (the Kellogg Standstill Agreement) for all the shares of
Common Stock held by Kellogg. In addition, Kellogg has granted a
right of first refusal over any shares of Common Stock or Other
Voting Securities owned by them to AMilley. These agreements are
described in detail in the Schedule 13D, Amendment 14, filed by
Alexander M. Milley and certain Securities and Exchange
Commission filings of the Issuer.
By virtue of the Standstill Agreement and Kellogg-AMilley proxy,
Kellogg and AMilley (along with the Amendment Statement filers)
may be deemed to have formed a Group pursuant to Rule 13d of the
Securities Exchange Act of 1934. Therefore, Kellogg 1) disclaims
beneficial ownership of any shares of the Issuer owned by AMilley
and the Amendment Statement Filers, 2) disclaims membership in
any group comprised by AMilley and the Amendment Statement
Filers; and 3) disclaims responsibility for the filing of any
statement under Section 13 by AMilley and the Amendment Statement
Filers.
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.
04/12/99
Date
Peter R. Kellogg
Signature
