SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
Amendment No. 1
CELCOR, INC.
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
Note that this cusip No. is the pre-reverse split No.
150899102
(CUSIP Number)
Mrs. Barbara J. Edwards with a copy to:
800 Palisades Avenue George J. Mazin, Esq.
Fort Lee, New Jersey 07024 Lowenstein, Sandler, Kohl,
Fisher & Boylan
65 Livingston Avenue
Roseland, New Jersey 07068
(201) 992-8700
_________________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 15, 1994
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G 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 this 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 less than
five percent of such class. See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule l3d-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).
____________________________________________________________________________
1) Names of Reporting Persons (S.S. or I.R.S. Identification Nos. of
Above Persons):
Barbara J. Edwards
___________________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See
Instructions):
(a)
(b)
___________________________________________________________________________
3) SEC Use Only
___________________________________________________________________________
4) Source of Funds (See Instructions): OO
__________________________________________________________________________
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
__________________________________________________________________________
Number of Shares 7) Sole Voting Power: 219,810 (6.53%)
Beneficially _______________________________________________
Owned by Each 8) Shared Voting Power: 0
Reporting _______________________________________________
Person With: 9) Sole Dispositive Power: 219,810 (6.53%)
-----------------------------------------------
10) Shared Dispositive Power: 0
-----------------------------------------------
__________________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
219,810 shares
- --------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): [ ]
- --------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11):
6.53%
- --------------------------------------------------------------------------
14) Type of Reporting Person (See Instructions):
IN
- --------------------------------------------------------------------------
Item 1. Security and Issuer.
The name and address of the principal executive office of the
issuer is:
Celcor, Inc.
1800 Bloomsbury Avenue
Ocean, New Jersey 07712
The title of the class of equity securities to which this
statement relates is:
Common Stock - $0.001 par value
Item 2. Identity and Background.
The following information is provided with regard to the filer:
(a) Name: Mrs. Barbara J. Edwards
(b) Principal Place of Business: 800 Palisades Avenue
Fort Lee, New Jersey 07024
(c) Principal Business: Investments in Securities
(d) Reportable Criminal Proceedings: None
(e) Reportable Civil Proceedings: None
(f) Citizenship: United States
Item 3. Source and Amount of Funds or Other Consideration.
The reporting person received the shares of Celcor common stock
as a gift from her husband.
Item 4. Purpose of Transaction.
Gift.
Item 5. Interest in Securities of the Issuer.
The reporting person previously owned 22,500 shares of Celcor
Common Stock. In December, 1994, she received an additional 197,310 shares
as a gift from her husband.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Not Applicable
Item 7. Material to be Filed as Exhibits.
None
Signature
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned hereby certifies that the information set forth in
this statement is true, complete and correct.
July 21, 1995 By: /s/Barbara J. Edwards
Barbara J. Edwards
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
