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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.: 1
Name of Issuer: BI Incorporated
Title of Class of Securities: Common Stock
CUSIP Number: 055467203
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Neil J. Weisman, c/o Home Port Holdings, Inc., 139 West Saddle
River Road, Saddle River, New Jersey 07458; (201) 818-0404
(Date of Event which Requires Filing of this Statement)
January 23, 1998
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 [ ].
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 the disclosures provided
in a prior cover page.
The information required in 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.: 055467203
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Neil J. Weisman
2. Check the Appropriate Box if a Member of a Group
a.
b.
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
United States of America
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
574,300
8. Shared Voting Power:
9. Sole Dispositive Power:
574,300
10. Shared Dispositive Power:
11. Aggregate Amount Beneficially Owned by Each Reporting Person
574,300
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
7.67%
14. Type of Reporting Person
IN
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The purpose of this Amendment No. 1 to the previously filed
Schedule 13D is to report that the ownership of Neil J. Weisman
in the common stock (the "Shares") of BI Incorporated (the
"Issuer") has increased from 5.83% to 7.67% of the Shares
outstanding.
Item 1. Security and Issuer
No change.
Item 2. Identity and Background
No change.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, the Reporting Person is deemed to
beneficially own 574,300 Shares. All 574,300 Shares are
held by either the Partnership or the managed account.
All the Shares were purchased in open market
transactions. The Shares were purchased for an
aggregate purchase price of $5,105,386.3 The funds for
the purchase of the Shares held in the Partnership and
the managed account have come from the working capital
of the Partnership or the managed account. No funds
were borrowed to purchase any of the Shares.
Item 4. Purpose of Transactions
No change.
Item 5. Interest in Securities of Issuer
As of the date hereof, the Reporting Person is deemed to
be the beneficial owner of 574,300 Shares. Based on the
Issuer's filing on Form 10-Q on January 21, 1998, as of
January 14, 1998 there were 7,486,076 Shares
outstanding. Therefore, the Reporting Person is deemed
to beneficially own 7.67% of the outstanding Shares.
The Reporting Person has the power to vote, direct the
vote, dispose of or direct the disposition of all the
Shares that he is deemed to beneficially own. All
transactions in the Shares effected by the Reporting
Person since the most recent filing on Schedule 13D
through the date of this filing were effected in open-
market transactions and are set forth in Exhibit A
hereto.
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Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
No change.
Item 7. Material to be Filed as Exhibits
A description of the transactions in the Shares
that were effected by the Reporting Person since
the most recent filing on Schedule 13D through the
date of this filing is filed herewith as Exhibit A.
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Signature
The undersigned, after reasonable inquiry and to
the best of his knowledge and belief, certify that the
information set forth in this statement is true, complete
and correct.
/s/Neil J. Weisman
______________________
Neil J. Weisman
Date: January 26, 1998
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SCHEDULE OF TRANSACTIONS
Date Shares Purchased or (Sold) Price Per Share
____ ________________________ _______________
1/22/98 71,000 $10.0863
1/23/98 70,000 10.1254
01752001.AH3
