SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
Under the Securities Exchange Act of 1934
CHURCHILL TECHNOLOGY INC.
___________________________
(Name of Issuer)
COMMON STOCK, $.02 PER SHARE PAR VALUE
________________________________________
(Title of Class of Securities)
171569205
_________
(CUSIP Number)
Mr. Gamal Marwan
FIMA Capital Corporation Ltd.
Chateau Banquet
Rue de Lausanne 94
1202 Geneva, Switzerland (41) 22-731-1750
__________________________________________
(Name, Address and Telephone Number
of Person Authorized to Receive Notices
and Communications)
February 22, 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
/ /. (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.)
Page 1 of 7 Pages
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CUSIP No. 171569205 Page 2 of 7
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
FIMA Capital Corporation Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) / /
(b) / /
3 SEC USE ONLY
4. SOURCE OF FUNDS:
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e): / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
6,846,118
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
6,846,118
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
6,846,118
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
7.60%
14. TYPE OF REPORTING PERSON:
CO
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CUSIP No. 171569205 Page 3 of 7
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Zeeham Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) / /
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS:
WC
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:
Isle of Man
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
0*
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0*
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
6,846,118
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
7.60%
14. TYPE OF REPORTING PERSON:
CO
* Zeeham Limited may be deemed to be the beneficial owner of the
shares of Common Stock owned by FIMA. Such shares of Common Stock
have been excluded to avoid double counting of the aggregate shares
of Common Stock owned by the Reporting Persons.
<PAGE>
CUSIP No. 171569205 Page 4 of 7
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Mr. Gamal Mohamed Ashraf Marwan SS# ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) / /
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS:
WC
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:
Egypt
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
0*
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0*
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
7,246,118
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
8.05%
14. TYPE OF REPORTING PERSON:
IN
* Mr. Marwan may be deemed to be the beneficial owner of the shares
of Common Stock owned by FIMA. Such shares of Common Stock have been
excluded to avoid double counting of the aggregate shares of Common
Stock owned by the Reporting Persons.
<PAGE>
Page 5 of 7
SCHEDULE 13D
(Amendment No. 2)
NOTE: All capitalized terms used in this Amendment No. 2
and not defined herein shall have the same meaning as in the
previously filed statement of the reporting persons on Schedule
13D dated May 19, 1995, as amended. Except as expressly stated
below, there have been no material changes in the information
contained in such Schedule 13D.
Item 5. Interest in Securities of the Issuer.
On January 10, 1996, Churchill Technology Inc.
("Churchill") entered into a Remuneration for Services Agreement
(the "Services Agreement") with FIMA Capital Corporation Ltd.
("FIMA"). Pursuant to the Services Agreement, FIMA has agreed to
provide investment banking advice and use its best efforts to
arrange debt and/or equity financing for Churchill in exchange
for cash, Common Stock and warrants to purchase Common Stock.
Specifically, in exchange for such services, Churchill has agreed
to pay to FIMA: (i) FIMA's choice of 2,000,000 shares of Common
Stock or $200,000 cash, payable upon execution of the Services
Agreement, for investment banking advice relating to the design
and implementation of a financing plan of Churchill, (ii)
3,000,000 shares of Churchill Common Stock upon the confirmation
of availability of the $3,000,000 of debt financing, (iii) up to
3,500,000 warrants each exercisable for three years to purchase
one share of Churchill Common Stock at an exercise price of $.10
for the arrangement of an additional $3,500,000 of financing,
(iv) an aggregate of 1,500,000 warrants exercisable for three
years to purchase one share of Churchill Common Stock at an
exercise price of $.10 for general financial consulting services,
FIMA's expenses incurred in setting up European and Middle
Eastern marketing and sales facilities for Churchill and for FIMA
arranging and structuring international trade finance and barter
agreements for Churchill.
On February 22, 1996, FIMA exercised its right under
the Services Agreement to acquire 2,000,000 shares of Common
Stock of Churchill. FIMA subsequently distributed on February
22, 1996, 1,317,568 of such shares to certain foreign investors,
including 400,000 shares to Alpha International Investments Ltd.
("Alpha International"). Mr. Gamal Marwan, a director of
Churchill, is the sole shareholder and a director of Alpha
International. In addition to the shares distributed to foreign
investors, FIMA transferred 200,000 shares to Messrs. Bjorklund &
Cheston, a designee of Mr. John Jones, as a bonus for Mr. Jones
in connection with his work on transactions between FIMA and
Churchill.
FIMA's beneficial ownership of 6,846,118 shares of the
Common Stock of Churchill constitutes beneficial ownership of
7.60% of the total outstanding shares of Common Stock of
Churchill.
Mr. Marwan is the beneficial owner of 7,246,118 shares
of the Common Stock of Churchill which constitutes beneficial
ownership of 8.05% of the total outstanding shares of
<PAGE>
Page 6 of 7
Common Stock of Churchill. Such shares include 400,000 shares
held by Alpha International, of which Mr. Marwan is the sole
shareholder and a director.
Zeeham Limited ("ZL"), through its ownership of all the
shares of FIMA, and Mr. Gamal Marwan, as the sole shareholder of
ZL, may be deemed to be beneficial owners of the shares of Common
Stock of Churchill owned by FIMA. In addition, Mr. Gamal Marwan
through his ownership of all the shares of Alpha International,
may be deemed to be beneficial owner of the shares of Common
Stock of Churchill owned by Alpha International.
FIMA has sole power to vote or to direct the vote of
and sole power to dispose or to direct the disposition of
6,846,118 shares of the Common Stock of Churchill. ZL, through
its ownership of all the shares of FIMA, and Mr. Gamal Marwan, as
the sole shareholder of ZL, may be deemed to have the power to
vote and dispose the shares of Common Stock of Churchill owned by
FIMA. Mr. Gamal Marwan, as the sole shareholder of Alpha
International, may be deemed to have the power to vote and
dispose the shares of Common Stock of Churchill owned by Alpha
International.
[Intentionally left blank]
<PAGE>
Page 7 of 7
SIGNATURES
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.
FIMA CAPITAL CORPORATION LTD.
Dated: March 15, 1996 By: ____________________________
Gamal Marwan, President
ZEEHAM LTD.
Dated: March 15, 1996 By: ____________________________
Paul Kenney, Secretary
Dated: March 15, 1996 By: ____________________________
Gamal Marwan
DC1DOCS1.27819
