SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)*
NAME OF ISSUER: ACORN HOLDING CORP.
TITLE OF CLASS OF SECURITIES: Common Stock
CUSIP NUMBER: 004853 10 7
NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS:
Herbert Berman, Esq.
405 Lexington Avenue
New York, New York 10174
(212) 885-5337
DATE OF EVENT WHICH REQUIRES FILING: October 21, 1996
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this 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
disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall be note 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.: 004853 10 7
1. NAME OF REPORTING PERSON: Herbert Berman
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) (b)
3. (SEC USE ONLY)
4. SOURCE OF FUNDS: PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e):
Yes No
6. CITIZENSHIP OR PLACE OF ORGANIZATION: U.S.
7. SOLE VOTING POWER: 283,600
8. SHARED VOTING POWER: -0-
9. SOLE DISPOSITIVE POWER: 283,600
10. SHARED DISPOSITIVE POWER: -0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 283,600
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: Yes No
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
5.1%
14. TYPE OF REPORTING PERSON: IN
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ITEM 1. SECURITY AND ISSUER
This Amendment No. 3 amends Amendment No. 2 to
Schedule 13D, dated November 25, 1996, of Herbert Berman
with respect to the Common Stock, $.01 par value (the
"Common Stock"), of Acorn Holding Corp. (formerly Acorn
Venture Capital Corporation) a Delaware corporation (the
"Company"). The principal executive offices of the Company
are located at 100 Park Avenue, 23rd Floor, New York, NY
10017.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Schedule 13D is being filed by Herbert
Berman (the "Reporting Person").
(b) The principal business address of the
Reporting Person is located at 405 Lexington Avenue, New
York, New York 10174.
(c) The Reporting Person is Of Counsel to the law
firm of Tenzer Greenblatt LLP, having a principal place of
business at the address set forth in Item 2(b).
(d) and (e) During the last five years, the
Reporting Person has neither (i) been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors), nor (ii) been a party to a civil proceeding
of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding 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 of such laws.
(f) U.S. citizen.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of November 14, 1997, the Reporting Person
beneficially owns 283,600 shares of Common Stock, represent-
ing approximately 5.1% of the shares of Common Stock
outstanding as of that date. The Reporting Person's three
adult children each own 17,000 shares of Common Stock
(aggregating 51,000 shares), of which the Reporting Person
disclaims beneficial ownership.
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(b) The Reporting Person has sole voting and
investment power of 283,600 shares of Common Stock bene-
ficially owned by him. Each of the Reporting Persons
adult children have sole voting and investment power of the
17,000 shares of Common Stock beneficially owned.
(c) Not applicable.
(d) No person other than the Reporting Person is
known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds of the sale
of the 283,600 shares of Common Stock directly owned by the
Reporting Person.
(e) Not applicable.
SIGNATURE
After reasonable inquiry and to the best of the
undersigned's knowledge and belief, the undersigned
certifies that the information set forth in this Schedule
13D is true, complete and correct.
Dated: November 18, 1997
HERBERT BERMAN
---------------------------
HERBERT BERMAN
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