UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.3)
Chic by H.I.S. Inc.
(name of issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
167113109
(CUSIP Number)
Arnold M. Amster
767 Fifth Avenue
New York, New York 10153
(212) 644-4500
(Name, Address, and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 13, 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 the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box: [ ]
CUSIP No. 167113109
1) Name of Reporting Person Arnold M. Amster
S.S. or I.R.S. Identification No.
of Above Person (Intentionally Omitted)
2) Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds PF
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
7) Sole Voting 83,300 shares
Power
Number of Shares 8) Shared Voting 714,200 shares
Power
9) Sole Dis- 83,300 shares
positive Power
10) Shared Dis- 714,200 shares
positive Power
11) Aggregate Amount Beneficially
Owned By Each Reporting Person 714,200 shares
12) Check box if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
13) Percent of Class Represented by
Amount in Row (11) 7.3%
14) Type of Reporting Person IN
CUSIP No. 167113109
1) Name of Reporting Person Peggy J. Amster
S.S. or I.R.S. Identification No.
of Above Person Intentionally
Omitted)
2) Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds PF
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
7) Sole Voting -0-
Power
Number of Shares 8) Shared Voting 29,000 shares
Power
9) Sole Dis- -0-
positive Power
10) Shared Dis- 29,000 shares
positive Power
11) Aggregate Amount Beneficially
Owned By Each Reporting Person 29,000 shares
12) Check box if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
13) Percent of Class Represented by
Amount in Row (11) .3%
14) Type of Reporting Person IN
CUSIP No. 167113109
1) Name of Reporting Person Peggy J. Amster,
as custodian for
Wendy Amster
S.S. or I.R.S. Identification No.
of Above Person (Intentionally
Omitted)
2) Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds PF
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
7) Sole Voting -0-
Power
Number of Shares 8) Shared Voting 47,500 shares
Power
9) Sole Dis- -0-
positive Power
10) Shared Dis- 47,500 shares
positive Power
11) Aggregate Amount Beneficially
Owned By Each Reporting Person 47,500 shares
12) Check box if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
13) Percent of Class Represented by
Amount in Row (11) .5%
14) Type of Reporting Person IN
CUSIP No. 167113109
1) Name of Reporting Person The Amster
Foundation
S.S. or I.R.S. Identification No.
of Above Person (Intentionally
Omitted)
2) Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds PF
5) Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or
2(e) [ ]
6) Citizenship or Place of Organization New York
7) Sole Voting -0-
Power
Number of Shares 8) Shared Voting 25,000 shares
Power
9) Sole Dis- -0-
positive Power
10) Shared Dis- 25,000 shares
positive Power
11) Aggregate Amount Beneficially
Owned By Each Reporting Person 25,000 shares
12) Check box if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
13) Percent of Class Represented by
Amount in Row (11) .3%
14) Type of Reporting Person OO
CUSIP No. 167113109
1) Name of Reporting Person Amster & Company
S.S. or I.R.S. Identification No.
of Above Person (Intentionally
Omitted)
2) Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds WC
5) Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or
2(e) [ ]
6) Citizenship or Place of Organization New York
7) Sole Voting -0-
Power
Number of Shares 8) Shared Voting 100,000 shares
Power
9) Sole Dis- -0-
positive Power
10) Shared Dis- 100,000 shares
positive Power
11) Aggregate Amount Beneficially
Owned By Each Reporting Person 100,000 shares
12) Check box if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
13) Percent of Class Represented by
Amount in Row (11) 1.0%
14) Type of Reporting Person PN
CUSIP No. 167113109
1) Name of Reporting Person Flex Holding Corp.
S.S. or I.R.S. Identification No.
of Above Person (Intentionally
Omitted)
2) Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds 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
7) Sole Voting -0-
Power
Number of Shares 8) Shared Voting 429,400 shares
Power
9) Sole Dis- -0-
positive Power
10) Shared Dis- 429,400 shares
positive Power
11) Aggregate Amount Beneficially
Owned By Each Reporting Person 429,400 shares
12) Check box if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
13) Percent of Class Represented by
Amount in Row (11) 4.4%
14) Type of Reporting Person CO
Item 4 of Amendment No. 1 to the Schedule 13D, dated
October 22, 1997, relating to the Common Stock, par value $.01
per share (the "Common Stock"), of Chic by H.I.S. Inc., a
Delaware corporation, is hereby amended by adding thereto the
information set forth below. The terms defined in such Schedule
13D shall have their defined meanings herein, unless otherwise
defined herein.
Item 4. Purpose of Transaction.
Arnold Amster is acting as a mediator in an attempt to reach
a settlement between the members of the two prospective proxy
slates. Mr. Amster has agreed to serve on the Board of Directors
named jointly by the two proxy slates.<PAGE>
SIGNATURES
After reasonable inquiry and to the best knowledge and
belief of each person or entity set forth below, each such person
or entity certifies that the information set forth in this
Statement is true, complete, and correct.
February 13, 1998 /s/ Arnold M. Amster
Arnold M. Amster
February 13, 1998 /s/ *
Peggy J. Amster
February 13, 1998 /s/ *
Peggy J. Amster, as custodian
for Wendy Amster
February 13, 1998 THE AMSTER FOUNDATION
By /s/ Arnold M. Amster
Arnold M. Amster
February 13, 1998 AMSTER & CO.
By /s/ Arnold M. Amster
Arnold M. Amster, General
Partner
February 13, 1998 FLEX HOLDING CORP.
By /s/ Arnold M. Amster
Arnold M. Amster,
Chairman of the Board
* By /s/ Arnold M. Amster
Arnold M. Amster
Attorney-in-fact