SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
Alpine Lace Brands, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
020837100
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(CUSIP Number)
Check the following box if a fee is being paid with this statement []. (A
fee is not required only if the filing person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the
class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less
of such class.) (See Rule 13d-7).
*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).
CUSIP NO. 020837100
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification
Nos. of Above Persons: Palisade Capital Management,
L.L.C., Tax ID #: 22-3330049
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(2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)
(b)
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(3) SEC Use Only
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(4) Citizenship or Place of Organization: New Jersey
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Number of Shares Beneficially Owned by
Each Reporting Person With (5) Sole Voting
Power: 305,010
(6) Shared Voting
Power: --
(7) Sole Dispositive
Power: 305,010
(8) Shared Dispositive
Power: --
(9) Aggregate Amount Beneficially Owned by Each Reporting
Person: 305,010*
* The reporting person has the right to acquire the 305,010 shares upon
conversion of 45,000 convertible bonds issued by Alpine Lace Brands,
Inc.
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(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
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(11) Percent of Class Represented by Amount in Row (9): 6.1%
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(12) Type of Reporting Person (See Instructions): IA
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Item 1(a). Name Of Issuer: Alpine Lace Brands, Inc.
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Item 1(b). Address of Issuer's Principal Executive Offices:
111 Dunell Road, Maplewood, New Jersey 07040
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Item 2(a). Name of Person Filing: Palisade Capital Management, L.L.C.
______________________________________________________________________________
Item 2(b). Address of Principal Business Office or, if None,
Residence: One Bridge Plaza, Suite 695, Fort Lee, NJ 07024
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Item 2(c). Citizenship: New Jersey
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Item 2(d). Title of Class of Securities: Common Stock
Item 2(e). CUSIP No.: 020837100
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Item 3. If This Statement Is Filed Pursuant to Rules 13d-1(b), or 13d-
2(b), 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.
(e) [X] Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940.
(f) [ ] Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income Security Act of
1974 or Endowment fund; see Rule 13d-1(b)(1)(ii)(H).
(g) [ ] Parent Holding Company, in accordance with Rule
13d-1(b)(ii)(G) (Note: See Item 7).
(h) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
Item 4. Ownership
(a) Amount Beneficially Owned (as of December 31, 1995)
305,010*
* The reporting person has the right to acquire the 305,010
shares upon conversion of 45,000 convertible bonds issued by
Alpine Lace Brands, Inc.
(b) Percent of Class (as of December 31, 1995):
6.1%
(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct the vote 305,010
(ii) shared power to vote or to direct the vote --
(iii) sole power to dispose or to direct the disposition of
305,010
(iv) shared power to dispose or to direct the disposition of --
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 [ ].
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
Upon conversion of the convertible bond, the shares beneficially
owned by the reporting person will held on behalf of the reporting person's
clients in accounts over which the reporting person has complete investment
discretion. No other person would have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of,
such shares. No other person's interest would relate to more than five
percent of the class. No client account would contain more than five
percent of the class.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company. N/A
Item 8. Identification and Classification of Members of the Group. N/A
Item 9. Notice of Dissolution of Group. N/A
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not have
the effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant in
any transaction having such purposes or effect.
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, 1996
(Date)
/s/ Steven E. Berman
(Signature)
Steven E. Berman/Member
____________________________________
(Name/Title)
