SPECS MUSIC INC
SC 13G/A, 1999-02-16
RECORD & PRERECORDED TAPE STORES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                 SCHEDULE 13G/A
                                 AMENDMENT NO. 1

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934


                            SPEC'S MUSIC INCORPORATED
                                (Name of Issuer)

                     COMMON STOCK, PAR VALUE $.01 PER SHARE
                         (Title of Class of Securities)


                                    847521101
                                 (CUSIP Number)

                                DECEMBER 31, 1998
             (Date of Event Which Requires Filing of this Statement)

     Check the  appropriate  box to  designate  the rule  pursuant to which this
Schedule is filed:

     [ ] Rule 13d-1(b)

     [X] Rule 13d-1(c)

     [ ] Rule 13d-1(d)

*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 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).
<PAGE>
- --------------------                                           -----------------
CUSIP NO.  847521101                                           PAGE 2 OF 5 PAGES
- --------------------                                           -----------------
================================================================================
1     NAMES OF REPORTING PERSONS

      Stephen Watson

      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
      --------------------------------------------------------------------------
2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                  (a) [ ]
                                                                         (b) [ ]
      --------------------------------------------------------------------------
3     SEC USE ONLY
      --------------------------------------------------------------------------
4     CITIZENSHIP OR PLACE OF ORGANIZATION

      U.S.
      -----------------------------------------------------------------------
                    5  SOLE VOTING POWER
                       -0-
       NUMBER OF       ---------------------------------------------------------
        SHARES      6  SHARED VOTING POWER
      BENEFICIALLY     -0-
       OWNED BY        ---------------------------------------------------------
         EACH       7  SOLE DISPOSITIVE POWER
       REPORTING       -0-
        PERSON         ---------------------------------------------------------
         WITH:      8  SHARED 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
      -----------------------------------------------------------------------
================================================================================
<PAGE>
ITEM 1(A). NAME OF ISSUER:

           Spec's Music Incorporated

ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

           1666 NW 82nd Avenue PO Box 520248 Miami, FL 33152-0248

ITEM 2(A). NAME OF PERSON FILING:

           Stephen Watson

ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

           237 Park Avenue, Suite 801
           New York, NY 10017

ITEM 2(C). CITIZENSHIP:

           United States

ITEM 2(D). TITLE OF CLASS OF SECURITIES:

           Common Stock, $.01 par value

ITEM 2(E). CUSIP NUMBER:

           847521101

ITEM 3.    IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(b), OR 13D-2(c)
           OR (c), CHECK WHETHER THE PERSON FILING IS A:

            (a) [ ]  Broker or Dealer registered under Section 15 of the Act.

            (b) [ ]  Bank as defined in Section 3(a)(6) of the Act.

            (c) [ ]  Insurance  Company as defined in Section  3(a)(19) of the
                     Act.

            (d) [ ]  Investment  Company  registered  under  Section  8 of the
                     Investment Company Act of 1940.

            (e) [ ]  An   Investment   Adviser   in   accordance   with  Rule
                     13d-1(b)(1)(ii)(E).


                                       3
<PAGE>
            (f) [ ] An Employee Benefit Plan or Endowment Fund in accordance
                    with Rule 13d-1(b)(1)(ii)(F).

            (g) [ ] A Parent  Holding  Company or control person in accordance
                    with Rule 13d-1(b)(1)(ii)(G).

            (h) [ ] A Savings  Association  as defined in Section  3(b) of the
                    Federal Deposit Insurance Act .

            (i) [ ] A Church Plan that is excluded  from the  definition of an
                    investment   company  under  Section   3(c)(14)  of  the
                    Investment Company Act of 1940.

            (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

        If this statement is filed pursuant to ss.240.13d-1(c), check this
        box [X].

ITEM 4. OWNERSHIP.

            (a)  Amount beneficially owned:

                 -0-

            (b)  Percent of class:

                 -0-

            (c)  Number of shares as to which such person has:

                (i)   Sole power to vote or to direct the vote:              -0-
                (ii)  Shared power to vote or to direct the vote:            -0-
                (iii) Sole power to dispose or to direct the
                      disposition of:                                        -0-
                (iv)  Shared power to dispose or to direct the
                      disposition of:                                        -0-

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

        If this  statement is being filed to report the fact that as of the date
hereof the reporting  person has ceased to be the beneficial  owner of more than
five percent of the class of securities, check the following [X].

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

        Not applicable.

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
        THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

        Not applicable.

                                       4
<PAGE>
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

        Not applicable.

ITEM 9. NOTICE OF DISSOLUTION OF GROUP.

        Not applicable.

ITEM 10. CERTIFICATION.

        By signing below I certify that, to the best of my knowledge and belief,
the  securities  referred  to above 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 purposes or effect.


                                   SIGNATURE.

        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.


                                                 February 12, 1999
                                                 -----------------------------
                                                 (Date)

                                                 /s/ Stephen Watson
                                                 -----------------------------
                                                 (Signature)

                                                 Stephen Watson
                                                 -----------------------------
                                                 (Name/Title)


                                       5


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