SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Integrated Security Systems, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
(CUSIP Number)
Gary D. Halbert, President
ProFutures Fund Management, Inc.
1310 Highway 620 South -- Suite 200, Austin, Texas 78734
(512) 263-3800
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 17, 1997
(Date of Event which Requires Filing this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition of 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 disclosures provided
in a prior cover page.
The information required on 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).
CUSIP No. ___________________
1) Name of Reporting Person
SS or IRS Identification No. of Above Person
ProFutures Bridge Capital Fund, L.P.
74-2786949
2) Check the Appropriate Box if a Member of a Group
(a) [X ]
(b) [__]
3) SEC Use Only
4) Source of Funds (See Instructions) WC
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
[__]
6) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Reporting Person:
7) Sole Voting Power 585,000
8) Shared Voting Power 715,091
9) Sole Dispositive Power 585,000
10) Shared Dispositive Voting Power 715,091
11) Aggregate Amount Beneficially Owned by each
Reporting Person 715,091
12) Check if the Aggregate Amount in Row 11 Excludes
Certain Shares (See Instructions)
[__]
13) Percent of Class Represented by Amount in Row 11:
10.35%
14) Type of Reporting Person
PN
- ---------- Schedule 13D (cont'd.)-------
CUSIP No. ___________________
1) Name of Reporting Person
SS or IRS Identification No. of Above Person
ProFutures Special Equities Fund, L.P.
74-2786952
2) Check the Appropriate Box if a Member of a Group
(a) [X ]
(b) [__]
3) SEC Use Only
4) Source of Funds (See Instructions) WC
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items2(d) or 2(e)
[__]
6) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Reporting Person:
7) Sole Voting Power 122,000
8) Shared Voting 715,091
9) Sole Dispositive Power 122,000
10) Shared Dispositive Voting Power 715,091
11) Aggregate Amount Beneficially Owned by each
Reporting Person 715,091
12) Check if the Aggregate Amount in Row 11 Excludes
Certain Shares (See Instructions)
[__]
13) Percent of Class Represented by Amount in Row 11:
10.35%
14) Type of Reporting Person
PN
- ---------------------- Schedule 13D (cont'd.)-----------------
CUSIP No. ___________________
1) Name of Reporting Person
SS or IRS Identification No. of Above Person
James H. Perry, Jr.
2) Check the Appropriate Box if a Member of a Group
(a) [X ] (b) [__]
3) SEC Use Only
4) Source of Funds (See Instructions) PF
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
[__]
6) Citizenship or Place of Organization
USA
Number of Shares Beneficially Owned by Reporting Person:
7) Sole Voting Power 8,091
8) Shared Voting 715,091
9) Sole Dispositive Power 8,091
10) Shared Dispositive Voting Power 715,091
11) Aggregate Amount Beneficially Owned
by each Reporting Person 715,091
12) Check if the Aggregate Amount in Row 11
Excludes Certain Shares (See Instructions)
[__]
13) Percent of Class Represented by Amount in Row 11:
10.35%
14) Type of Reporting Person
IN
- --------------- Schedule 13D (cont'd.) ----------------
INTEGRATED SECURITY SYSTEMS, INC.
The Group, consisting of ProFutures Bridge Capital
Fund, L.P. ("PBCF"), ProFutures Special Equities Fund,
L.P. ("PSEF") and James H. Perry, Jr. hereby amends
the Group's Statement on Schedule 13D (the "Statement")
filed on December 31, 1996 in connection with the Group's
ownership of shares of Common Stock, par value $.01 per
share (the "Common Stock"), of Integrated Security Systems,
Inc. (the "Company"):
Item 5 of the Statement, "Interest in Securities of the
Issuer," is hereby amended by adding the following statements:
(a) and (b) The aggregate number of shares of
Common Stock owned beneficially by members of the Group
as of the close of business on July 17, 1997 was 715,091, or
approximately 10.35% of the shares of Common Stock
outstanding. This percentage is based upon 6,908,852 shares
of Common Stock reported to be outstanding, as of March 31,
1997, as reported in the Company's Form 10-Q for its fiscal
quarter ended March 31, 1997. The ownership among
the members the Group has been allocated as follows:
Number of Percentage Ownership
Shares Directly of
Owned Outstanding Shares
PBCF 585,000 8.46 %
PSEF 122,000 1.76 %
James H. Perry, Jr. 8,091 .11 %
Total 715,091 10.35 %
(c) On July 17, 1997, PBCF purchased 110,000 shares of
Common Stock at $1.5625 per share in a private, non-brokered
transaction. On that same date, James H. Perry, Jr. purchased
8,091 shares of Common Stock at $1.5625 per share in a private,
non-brokered transaction.
Item 7. Material to be Filed as Exhibits.
Exhibit 1, the Joint Filing Agreement, is attached
hereto.
SIGNATURES
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certify that the
information set forth in this Statement is true, complete and
correct, and the undersigned agree that this statement shall be
filed on behalf of each of them.
Dated: July 17, 1997
PROFUTURES BRIDGE CAPITAL FUND, L.P.
By: ProFutures Fund Management, Inc., a General Partner
By: /s/ Gary D. Halbert
Gary D. Halbert, President
PROFUTURES SPECIAL EQUITIES FUND, L.P.
By: ProFutures Fund Management, Inc., a General Partner
By: /s/ Gary D. Halbert
Gary D. Halbert, President
/s/ James H. Perry, Jr.
James H. Perry, Jr.
Each of such Reporting Persons certifies only the information stated
herein regarding such Reporting Person.
EXHIBIT INDEX
Exhibit 1 Joint Filing Agreement
Exhibit 1
Joint Filing Agreement
The undersigned hereby agree that this statement is filed
on behalf of each of them.
Dated: July 17, 1997
PROFUTURES BRIDGE CAPITAL FUND, L.P.
By: ProFutures Fund Management, Inc., a General Partner
By: /s/ Gary D. Halbert
Gary D. Halbert, President
PROFUTURES SPECIAL EQUITIES FUND, L.P.
By: ProFutures Fund Management, Inc., a General Partner
By: /s/ Gary D. Halbert
Gary D. Halbert, President
/s/ James H. Perry, Jr.
James H. Perry, Jr.
