ADVANCE DISPLAY TECHNOLOGIES INC
SC 13D, 1997-11-10
PATENT OWNERS & LESSORS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13D


                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1) *

                   Advance Display Technologies, Inc. ("ADTI")
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                     Common Stock, $.001 par value per share
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   007422306 5
- --------------------------------------------------------------------------------
                                 (CUSIP Number)


                Lawrence F. DeGeorge, 3127 Casseckey Island Road,
                      Jupiter, Florida 33477 (561) 747-8277
- --------------------------------------------------------------------------------
            (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)


                                    10/14/97
              -----------------------------------------------------
             (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 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).


<PAGE>



CUSIP No.       007422306
         ----------------------

1        Name of Reporting Person
         S.S. or I.R.S. Identification No. of Above Person

         Lawrence F. DeGeorge     SSN ###-##-####

2        Check the Appropriate Box if a Member of a Group

         N/A

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)



6        Citizenship or Place of Organization

         United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7        Sole Voting Power:                 4,182,509

8        Shared Voting Power:               --00--

9        Sole Dispositive Power:            4,182,509

10       Shared Dispositive Power:          --00--

11       Aggregate Amount Beneficially Owned by Each Reporting Person: 4,182,509

12       Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares *

13       Percent of Class Represented by Amount in Row (11):  16.39%

14       Type of Reporting Person *

         IN



                      *SEE INSTRUCTIONS BEFORE FILLING OUT!
          INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
      (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.


<PAGE>



Item 1: SECURITY AND ISSUER

     This Schedule relates to the acquisition of beneficial  ownership of Common
Stock,  $.001  par  value  per  share  of  Advance  Display  Technologies,  Inc.
(hereinafter  the  "Company"),  whose  principal place of business is located at
1251 South Huron Street, Unit C, Denver, Colorado 80223.


Item 2: IDENTITY AND BACKGROUND

     a.   Name--Lawrence F. DeGeorge

     b.   Address--3127 Casseckey Island Road, Jupiter, Florida 33477

     c.   Occupation-- Investor

     d.   During the past five years, Mr. DeGeorge has not been convicted in any
          criminal proceeding.

     e.   During the past five  years,  Mr.  DeGeorge  has not been a party to a
          civil proceeding before a judicial or administrative body of competent
          jurisdiction resulting in a judgment,  decree or final order adjoining
          future violation of,  prohibiting or mandating  activities subject to,
          Federal or state securities laws.

     f.   Mr. DeGeorge is a citizen of the United States of America.


Item 3: SOURCE OF FUNDS OR OTHER CONSIDERATION

     The Reporting Person acquired an additional $50,000 convertible  promissory
note from the Company on July 9, 1997. That note, plus the original  $500,000 of
convertible  notes was  converted to Common  Stock  pursuant to the terms of the
Notes on October 14,  1997.  The funds used to acquire the $50,000 note were the
personal funds of the Reporting Person.


Item 4: PURPOSE OF TRANSACTION

     The  ownership  which is the subject of this  Schedule  was acquired by Mr.
DeGeorge for the purpose of investment.  Mr.  DeGeorge has no plan to effect any
transaction which would have the effect of, or result in, any of the following:

     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 or any of its
          subsidiaries;

     c.   A sale or transfer of a material amount of assets of the Company or of
          any of its subsidiaries;



<PAGE>



     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 on the board;

     e.   Any material change in the present  capitalization  or dividend policy
          of the Company;

     f.   Any other  material  change in the  Company's  business  or  corporate
          structure,  including  but  not  limited  to,  if  the  Company  is  a
          registered  closed-end  investment company,  any plans or proposals to
          make any changes in its investment policy for which a vote is required
          by Section 13 of the Investment Company Act of 1940;

     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  become  eligible  for
          termination  of  registration  pursuant  to  Section  12(g)(4)  of the
          Securities Act of 1934; or

     j.   Any action similar to any of those enumerated above.


Item 5: INTEREST IN SECURITIES OF THE ISSUER

     a.   As of the date of the filing of this Schedule,  Mr. DeGeorge is deemed
          to beneficially  own 4,182,509  shares of Common Stock of the Company.
          Such ownership  represents 16.39% of the issued and outstanding Common
          Stock of the Company.

     b.   Mr. DeGeorge has the sole power to vote and has sole dispositive right
          with regard to the 4,182,509 shares of Common Stock.

     c.   In previous  transactions,  Mr.  DeGeorge  acquired  from the Company,
          Convertible  Promissory Notes (the "Notes") in the aggregate amount of
          $500,000. On July 9, 1997, the Reporting Person acquired an additional
          $50,000 note.  Such Notes are immediately  convertible  into shares of
          the  Company's  Common  Stock at the rate of $.1315 per share,  at the
          election of the holder.  The Reporting  Person  elected to convert all
          the notes effective October 14, 1997.

     d.   N/A

     e.   N/A







<PAGE>


Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
        SECURITIES OF THE ISSUER

     There are no contracts,  arrangements,  understandings  or relationships of
the type required to be disclosed  under this Item between the Reporting  Person
and any other person.


Item 7: MATERIAL TO BE FILED AS EXHIBITS

     There is no material required to be filed as exhibits to this Schedule.



                                    SIGNATURE

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information set forth in the Statement to Schedule 13D is true,
correct and complete.



/s/  Lawrence F. DeGeorge
- ---------------------------------          Date:  November 5, 1997
Lawrence F. DeGeorge                            --------------------------------















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