FORM 4
<square> Check this box of no
longer subject to Section 16.
Form 4 or Form 5 obligations
may continue. See Instructions 1(b).
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section
17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the
Investment Company Act of 1940
1. Name and Address of Reporting Person
Computer 2000 AG
Wolfratshauer Strasse 84
Munich, Germany 81379
2. Issuer Name and Ticker Symbol
AmeriQuest Technologies, Inc. - AQS
3. IRS or Social Security Number of Reporting Person (Voluntary)
N/A
4. Statement for 5. If Amendment, Date of Original
Month Year (Month/Year)
-------------
May 1997
6. Relationship of Reporting Person to Issuer
____ Director _X__ 10% Owner
____ Officer ____ Other (specify below)
(Give title below)
______________________________________________________________________________
Table 1 - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
______________________________________________________________________________
1. Title of Security
Common Stock, par value $0.01
2. Transaction Date (Month/Day/Year)
3. Transaction Code (Instr. 8)
4. Securities Acquired (A) or Disposed of (D) (Instr. 3,4 and 5)
Amount (A) or (D) Price
_____________________________________________________________
0
5. Amount of Securities Beneficially Owned at End of Month
(Instr. 3 and 4)
_______________________________________________________
36,350,408
6. Ownership Form: Direct (D) or Indirect (I) (Instr.4)
_______________________________________________________
I
7. Nature of Indirect Beneficial Ownership (Instr. 4)
By Computer 2000, Inc.
Reminder: Report on a separate line for each class of securities owned directly
or indirectly. (Print or Type Responses)
Side 1
_____________________________________________________________________________
Table II - Derivative Securities Acquired, Disposed of, or
Beneficially Owned (e.g., puts, calls, warrants, options,
convertible securities)
1. Title of Derivative Security (Instr. 3)
Series H Cumulative Convertible Preferred Stock
2. Conversion or Exercise Price of Derivative Security
$0.715
3. Transaction Date (Month/Day/Year)
5/6/97
4. Transaction Code (Instr. 8)
Code V
___________
J
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr.3, 4 and 5)
300,000 (A)
6. Date Exercisable and Expiration Date (Month/Day/Year)
Date Exercisable | Expiration Date
______________________________________________________
5/6/97 | N/A
7. Title and Amount of Underlying Securities (Instr. 3 and 4)
Title | Amount or Number of Shares
______________________________________________________
Common Stock | 41,958,041
8. Price of Derivative Security (Instr.5)
$100.00 per share
9. Number of Derivative Securities Beneficially Owned at End of Month
(Instr.4)
300,000 shares
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
I
11. Nature of Indirect Beneficial Ownership (Instr.4)
By Computer 2000, Inc,
Explanation of Responses: The Reporting Person is a German limited liability
company. Computer 2000 AG's wholly owned subsidiary, Computer 2000, Inc., a
Delaware corporation, on May 6, 1997, purchased 300,000 shares of Series H
Cumulative Convertible Preferred Stock (the "Series H Preferred Stock") of the
Issuer, pursuant to the Preferred Stock Purchase Agreement dated April 28, 1997,
at an issue price of $100.00 per share. Computer 2000, Inc. has the right to
convert the 300,000 shares of Series H Preferred Stock into a total of
approximately 41,958,041 shares of Common Stock, which would increase its
aggregate ownership of the Common Stock to approximately 78,307,920 shares,
representing approximately 72% of the Common Stock that would be issued and
outstanding immediately following such conversion.
/S/ HARRY KRISCHIK, Director June 4, 1997
_______________________________________ ________________
** Signature of Reporting Person Date
** Intentional misstatements or omissions of facts constitute Federal
Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If
space provided is insufficient, see Instruction 6 for procedure.
