UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Grand Adventures Tour & Travel Publishing Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
385194204
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(CUSIP Number)
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13G
CUSIP No. 385194204
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1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO.
Renaissance Capital Growth & Income Fund III, Inc. 75-2533518
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
_____________________________________________________________________________
3. SEC USE ONLY
_____________________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
_____________________________________________________________________________
5. SOLE VOTING POWER
340,123 shares
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6. SHARED VOTING POWER
None
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7. SOLE DISPOSITIVE POWER
340,123 shares
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8. SHARED DISPOSITIVE POWER
None
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
340,123 shares
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not applicable
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.25%
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12. TYPE OF REPORTING PERSON
IV
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ITEM 1.
(a) Name of Issuer.
Grand Adventures Tour & Travel Publishing Corp. ("Company")
(b) Address of Issuer's principal Executive Offices
211 East 7th Street, 11th Floor
Austin, TX 78701
ITEM 2.
(a) Name of Person Filing
Renaissance Capital Growth & Income Fund III, Inc. ("Filer")
(b) Address of principal Business Office or, if none, Residence
8080 North Central Expwy., Suite 210, LB 59
Dallas, TX 75206-1857
(c) Citizenship
Texas
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
75966V105
ITEM 3. If this statement is filed pursuant to Rule 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) X Investment Company registered under section 8 of the Investment
______ Company Act
(e) ______ 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 section 240.13d-1(b)(1)(ii)(F)
(g) ______ Parent Holding Company, in accordance with section 240.13d-1(b)
(ii)(G)(Note: See Item 7)
(h) ______ Group, in accordance with section 240.13d-1(b)(1)(ii)(H)
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ITEM 4. Ownership.
(a) Amount Beneficially Owned:
On September 22, 1999, the Filer purchased $350,000 of the Company's 10%
Convertible Debentures convertible into common stock at $2.625 per
share. Between December 16, 1999 and December 28, 1999, the Filer
purchased 45,500 shares of the Company's common stock on the open
market. On July 14, 2000, the Filer purchased $500,000 of the Company's
8% Convertible Debentures convertible into common stock at $3.10 per
share. Thus the Filer has 340,123 shares on a fully converted basis.
The Debentures are convertible within sixty days. The Investment
Advisor is Renaissance Capital Group, Inc., which is also Investment
Manager for Renaissance US Growth and Income Trust PLC. Renaissance US
Growth and Income Trust PLC also owns securities of Grand Adventures
Tour & Travel Publishing Corporation.
(b) Percent of Class 10.25%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 340,123 shares
(ii) shared power to vote or to direct the vote: None
(iii) sole power to dispose or to direct the disposition of:
340,123 shares
(iv) shared power to dispose or to direct the disposition of: None
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.
Not applicable.
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.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
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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.
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.
Date: August 9, 2000 /S/
__________________________________________________
Signature
Russell Cleveland, President and CEO
Renaissance Capital Growth & Income Fund III, Inc.
__________________________________________________
Name and Title
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