UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Amendment No. 2)
Under the Securities Exchange Act of 1934
Defiance, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
244662-10-2
(CUSIP Number)
January 8, 1999
(Date of Event which Requires
Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[X] Rule 13d-1(b) For ROI Capital Management, Mitch & Mark
[ ] Rule 13d-1(c) For ROI Partners
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out or 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 the
disclosures provided in a prior cover page.
The information required in 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).
CUSIP No. 244662-10-2 SCHEDULE 13G Page 2 of 8
1 Name of Reporting Person ROI Capital Management, Inc.
IRS Identification No. of Above Person 68-0269547
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization
California
5 Sole Voting Power
0
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
0
8 Shares Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned by each Reporting
Person
0
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares* [ ]
11 Percent of Class Represented by Amount in Row 9
0%
12 Type of Reporting Person*
CO, IA
CUSIP No. 244662-10-2 SCHEDULE 13G Page 3 of 8
1 Name of Reporting Person Mark T. Boyer
IRS Identification No. of Above Person
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization
United States
5 Sole Voting Power
0
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
0
8 Shares Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned by each Reporting
Person
0
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares* [ ]
11 Percent of Class Represented by Amount in Row 9
0%
12 Type of Reporting Person*
IN
CUSIP No. 244662-10-2 SCHEDULE 13G Page 4 of 8
1 Name of Reporting Person Mitchell J. Soboleski
IRS Identification No. of Above Person
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization
United States
5 Sole Voting Power
0
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
0
8 Shares Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned by each Reporting
Person
0
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares* [ ]
11 Percent of Class Represented by Amount in Row 9
0%
12 Type of Reporting Person*
IN
CUSIP No. 244662-10-2 SCHEDULE 13G Page 5 of 8
Item 1(a). Name of Issuer.
Defiance, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices.
111 Chester Avenue, Suite 750, Cleveland, OH 44114
Item 2(a). Names of Persons Filing.
Mitchell J. Soboleski, Mark T. Boyer and ROI Capital
Management, Inc.
Item 2(b). Address of Principal Business Office or, if none,
Residence.
The business address of Mitchell Soboleski, Mark T. Boyer
and ROI Capital Management, Inc. is 17 E. Sir Francis Drake
Blvd., Suite 225, Larkspur, CA 94939.
Item 2(c). Citizenship.
Mitchell J. Soboleski and Mark T. Boyer are United States
citizens. ROI Capital Management, Inc. is a California
corporation.
Item 2(d). Title of Class of Securities.
Common Stock
Item 2(e). CUSIP Number.
244662-10-2
Item 3. If this statement is filed pursuant to 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c).
CUSIP No. 244662-10-2 SCHEDULE 13G Page 6 of 8
(d) [ ] Investment company registered under section 8 of the
Investment Company act of 1940 (15 U.S.C. 80a-8).
(e) [X] An investment adviser in accordance with 240.13d-
1(b)(1)(ii)(E) (with respect to ROI Capital Management, Inc.
only).
(f) [ ] An employee benefit plan or endowment fund in
accordance with 240.13d-1(b)(1)(ii)(F).
(g) [X] A parent holding company or control person in
accordance with 240.13b-1(b)(1)(ii)(G) (with respect to
Mitchell J. Soboleski and Mark T. Boyer only).
(h) [ ] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is excluded form the definition of
an investment company under section 3(c)(14) of the Investment
Company act of 1940 (15 U.S.C. 80a-3).
(j) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Section 240.13d-1(c),
check this box [ ] ROI PARTNERS
Item 4. Ownership.
Reference is made hereby made to Items 5-9 and 11 of pages
two (2), three (3) and four (4) of this Schedule 13G, which
Items are incorporated by reference herein.
CUSIP No. 244662-10-2 SCHEDULE 13G Page 7 of 8
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More Than Five Percent on Behalf of
Another Person.
ROI Capital Management, Inc. is deemed to be the beneficial
owner of the number of securities reflected in Item 5-9 and 11
of page two (2) of this Schedule 13G pursuant to separate
arrangements whereby it acts as investment adviser to certain
persons, including ROI Partners, L. P. Each person for whom
ROI Capital Management, Inc. acts as investment adviser has the
right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the Common
Stock purchased or held pursuant to such arrangements.
Mitchell J. Soboleski & Mark T. Boyer are deemed to be the
beneficial owners of the number of securities reflected in
Items 5-9 and 11 on pages three (3) and four (4) of this
Schedule 13G pursuant to their ownership interest in ROI
Capital Management, Inc.
Item 7. Identification and Classification of the Subsidiary
which Acquired the Security Being Reported on by the Parent
Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the
Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
(a) By signing below, ROI Capital Management, Inc. certifies
that, to the best of its knowledge and belief, the securities
referred to above on page two (2) of this Schedule 13G were
acquired and are held in the ordinary course of business and
were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
CUSIP No. 244662-10-2 SCHEDULE 13G Page 8 of 8
(b) By signing below, Mitchell J. Soboleski and Mark T. Boyer
certify that, to the best of their respective knowledge and
believe, the securities referred to above on pages three (3)
and four (4), respectively, of this Schedule 13G were not
acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose
or effect.
Signature
After reasonable inquiry and to the best of their
respective knowledge and belief, the undersigned certify that
the information set forth in this statement is true, complete
and correct.
DATED: April 29, 1999
MITCHELL J. SOBOLESKI
/s/ Mitchell J. Soboleski
________________________
By: Mitchell J. Soboleski
DATED: April 29, 1999
MARK T. BOYER
/s/ Mark T. Boyer
________________________
By: Mark T. Boyer
DATED: April 29, 1999
ROI CAPITAL MANAGEMENT, INC.
/s/ Mitchell J. Soboleski
________________________
By: Mitchell J. Soboleski
its: Secretary
