UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
GALLERY OF HISTORY, INC.
------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
---------------------------------------
(Title of Class of Securities)
027660 10 9
--------------
(CUSIP Number)
Janet S. McCloud, Esq.
Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP
2121 Avenue of the Stars, 18th Floor
Los Angeles, CA 90067
(310) 553-3000
--------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
June 25, 1998
-------------
(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 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 [ ].
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).
<PAGE>
SCHEDULE 13D
<TABLE>
CUSIP No.027660 10 9 Page 2 of 5 Pages
<S> <C> <C>
______________________________________________________________________________
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Todd M. Axelrod
S.S. ###-##-####
______________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [*]
______________________________________________________________________________
3. SEC USE ONLY
______________________________________________________________________________
4. SOURCE OF FUNDS
N/A
______________________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
______________________________________________________________________________
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
______________________________________________________________________________
7. SOLE VOTING POWER
2,132,612 shares
NUMBER OF ______________________________________________________________
SHARES 8. SHARED VOTING POWER
BENEFICIALLY -0- shares
OWNED BY ______________________________________________________________
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 1,103,101 shares
PERSON ______________________________________________________________
10. SHARED DISPOSITIVE POWER
-0- shares
______________________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,132,612 shares
______________________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
______________________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
66.47%
______________________________________________________________________________
14. TYPE OF REPORTING PERSON*
IN
</TABLE>
<PAGE>
Page 3 of 5 Pages
This Amendment No. 2 amends and supplements the Statement on Schedule
13D dated May 31, 1994 and Amendment No. 1 thereto dated December 22, 1994
(collectively, the "Schedule 13D"), relating to the common stock, $.001 par
value per share (the "Common Stock"), of Gallery of History, Inc., a Nevada
corporation (the "Company").
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Schedule 13D is hereby amended to add the following:
On June 25, 1998, Ruth and George Canvasser made a gift of 81,200
shares of the Common Stock of the Company to Mr. Axelrod.
Except as otherwise described in the Schedule 13D, Mr. Axelrod has no
plans or proposals which related to or would result in:
(a) The acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company;
(c) A sale or transfer of a material amount of assets of the Company;
(d) Any change in the present Board of Directors or management of the
Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies of the Board;
(e) Any material change in the present capitalization or dividend
policy of the Company;
(f) Any other material change in the Company business or corporate
structure;
(g) Changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person;
(h) Causing a class of securities of the Company to be delisted from
a national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or
(j) Any action similar to any of those enumerated above.
<PAGE>
Page 4 of 5 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Schedule 13D is hereby amended to read as follows:
(a)-(b). The following table sets forth information with respect to
shares of Common Stock beneficially owned by Mr. Axelrod as of June 25, 1998.
<TABLE>
<CAPTION>
NAME Number of Shares(1) Percent of Class(2)
- --------------- ------------------- -------------------
<S> <C> <C>
Todd M. Axelrod 2,132,612(3) 66.47%
</TABLE>
1. Based upon information contained in filings with the Securities and
Exchange Commission (the "Commission"). Under the rules of the Commission, a
person is deemed to beneficially own shares over which the person has or shares
voting or investment power or which the person has the right to acquire
beneficial ownership within 60 days.
2. Based on 3,208,434 shares of Common Stock outstanding as of May 1, 1998,
as stated on the Company's Quarterly Report on Form 10-QSB for the period
ended March 31, 1998.
3. Includes 1,103,101 shares owned directly by Mr. Axelrod, as to which he
has sole voting and dispositive power, and an aggregate of 1,029,511 shares
with respect to which Mr. Axelrod has an irrevocable proxy, attached hereto as
Exhibit "A" and herein by this reference.
(c) On June 25, 1998, Ruth and George Canvasser gave 81,200 shares of
Common Stock of the Company to Mr. Axelrod.
(d) No person other than Mr. Axelrod has the right to receive or power
to direct the receipt of dividends from, or the proceeds from the sale of, the
1,103,101 shares of Common Stock owned directly by him. Pamela Axelrod, Mr.
Axelrod's wife, has the right to receive or power to direct the receipt of
dividends from, or the proceeds from the sale of 1,029,511 shares of Common
Stock owned of record by Ms. Axelrod, as to which she has granted an
irrevocable proxy to Mr. Axelrod.
(e) Not Applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE SECURITIES OF THE ISSUER
Items 3, 4 and 5 are incorporated herein by this reference. Other
than as disclosed herein, there are no contracts, arrangements, understandings
or relationships (legal or otherwise) between Mr. Axelrod and any other person
with respect to any securities of the Company, including but not limited to
transfer or voting of any such securities, finder's fees, joint ventures, loan
or option arrangements, put or calls, guarantees of profits, division of
profits or losses, or the giving or withholding of proxies.
<PAGE>
Page 5 of 5 Pages
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A Proxy Agreement dated December 22, 1994 between Pamela Axelrod
and Todd M. Axelrod (incorporated by reference to Exhibit A to
Amendment No. 1 to the Schedule 13D, dated December 22, 1994).
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.
/S/ Todd M. Axelrod
_____________________________
Date: June 25, 1998 Todd M. Axelrod
