CABRE CORP
SC 13D/A, 1997-04-21
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D/A

                   UNDER THE SECURITIES EXCHANGE ACT OF 1934

                               (Amendment No. 3)*


NAME OF ISSUER:  CABRE CORP

TITLE OF CLASS OF SECURITIES:   Common Stock

CUSIP NUMBER:  127107209000

NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS:

     Natalie I. Koether, Esq., Rosenman & Colin
     211 Pennbrook Road, P. O. Box 97
     Far Hills, New Jersey 07931                 (908) 766-4101

DATE OF EVENT WHICH REQUIRES FILING:    April 21, 1997


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: ________

     Check the following 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.)

     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 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).

                         (Continued on following pages)


<PAGE>



CUSIP NO.:   127107209000


1.       NAME OF REPORTING PERSON:   Asset Value Fund Limited Partnership

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
         (a)      (b)   XX

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):   YES          NO   XX

6.       CITIZENSHIP OR PLACE OF ORGANIZATION:   New Jersey

7.       SOLE VOTING POWER:   73,385

8.       SHARED VOTING POWER:

9.       SOLE DISPOSITIVE POWER:  73,385

10.      SHARED DISPOSITIVE POWER:

11.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
         PERSON:   73,385

12.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
         CERTAIN SHARES:   YES           NO   XX

13.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):   8.10%

14.      TYPE OF REPORTING PERSON:   PN



<PAGE>



Item 1.  SECURITY AND ISSUER

     This  Amendment No. 3 relates to the Schedule 13D filed on December 6, 1996
in connection with the ownership by Asset Value Fund Limited Partnership ("Asset
Value") of shares of common  stock,   par value  $2.00 per share  ("Shares")  of
Cabre Corp, a Delaware corporation ("Cabre").  The capitalized terms used in the
Amendment,  unless  otherwise  defined,  shall  have the same  meaning as in the
original Schedule 13D.

Item 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

     Item 3 is hereby amended by the addition of the following:

     Since the date of the last filing,  Asset Value has acquired an  additional
4,000  Shares  at an  aggregate  purchase  price  of  $7,080.00,  including  any
brokerage commissions. Asset Value purchased the Shares with its cash reserves.

Item 4.  PURPOSE OF TRANSACTION

     Prior to April 21, 1997,  Asset Value had acquired 76,885 Shares.  On April
21, 1997 Asset Value sold 3,500 Shares at  $11,305.00,  including  any brokerage
commissions.  In the future, Asset Value will continue to buy and sell Shares as
it deems in its own best interest.

Item 5.  INTEREST IN SECURITIES OF THE ISSUER.

     Item 5 is hereby amended to add the following:

     (a) As of the close of business on April 21, 1997, Asset Value beneficially
owned  73,385  Shares,  representing  8.10% of the  906,506  Shares  reported as
outstanding in Cabre's Form 10-QSB for the quarter ended February 28, 1997.

<PAGE>


     (b) The  information  presented in Items 7 through 10 of the cover sheet to
this Schedule 13D is incorporated herein by reference.

     (c) Exhibit C annexed hereto sets forth all transactions in Shares effected
by Asset Value in the sixty days  preceding  the date of this  Statement and not
previously reported, the dates of such transactions,  and the per Share purchase
price. The transactions reported herein,  unless otherwise indicated,  were open
market transactions effected in the over-the-counter market.

Item 7.  MATERIAL TO BE FILED AS EXHIBITS.

     Item 7 is hereby amended to update the information provided as follows:

         Exhibit C -  Transactions in Shares effected in the past 60 days and
                      not previously reported.


<PAGE>





                                   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:  April 21, 1997


                                   ASSET VALUE FUND LIMITED PARTNERSHIP

                                   By:  Asset Value Management, Inc.
                                        General Partner


                                   By: John W. Galuchie, Jr.
                                      --------------------------------
                                      John W. Galuchie, Jr.
                                      Treasurer and Secretary



<PAGE>

                                  


                                   EXHIBIT C

                  Transactions in Shares for the Past 60 Days

<TABLE>
<CAPTION>

<S>                                <C>                      <C>
                                    NUMBER OF                 PRICE
  DATE                            SHARES PURCHASED          PER SHARE*
- --------                          ----------------          ----------  
04/08/97                           4,000                    $1.75








<S>                                <C>                      <C>
                                    NUMBER OF               PRICE
  DATE                             SHARES SOLD            PER SHARE*
- --------                         ----------------         ----------  
04/21/97                           3,500                    $3.25








*   Exclusive of brokerage commissions.


</TABLE>




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