SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13G
under the Securities Exchange Act of 1934
(Amendment No. 1)
______________________
CHARTER POWER SYSTEMS, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class
of Securities)
161322 10 2
(CUSIP Number of Class
of Securities)
______________________
Check the following box if a fee is being paid with the statement
_____. (A fee is not required only if the reporting 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 disclosures provided in
a prior cover page.
The information required on the remainder of this cover 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. 161322 10 2
(1) Mezzanine Capital Corporation Limited
(2) (a)
(b) [X]
(4) Cayman Islands
(5) None
(6) None
(7) None
(8) None
(9) 15,269
(11) 0.3%
(12) CO
<PAGE>
Item 1(a). Name of Issuer:
Charter Power Systems, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
3043 Walton Road
Plymouth Meeting, Pennsylvania 19462
Item 2(a). Name of Person Filing:
Mezzanine Capital Corporation Limited
Item 2(b). Address of Principal Business Office:
Cayman International Trust Building
P.O. Box 309
Georgetown, Grand Cayman
British West Indies
Item 2(c). Citizenship:
Cayman Islands
Item 2(d). Title of Class of Securities:
Common Stock, par value $.01 per share.
Item 2(e). CUSIP Number:
161322 10 2
Item 3. Inapplicable.
Item 4. Ownership:
Item 4(a). Amount of Beneficially Owned:
[Original Schedule 13G: 598,471 shares]
Item 4(a) of the Schedule 13G is hereby amended by deleting the
text thereof in its entirety and replacing it with "15,269
shares."
Item 4(b). Percent of Class:
[Original Schedule 13G: 11.3%]
Item 4(b) of the Schedule 13G is hereby amended by deleting the
text thereof in its entirety and replacing it with "0.3%."
Item 4(c). Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
[Original Schedule 13G: 598,471 shares]
Item 4(c)(i) of the Schedule 13G is hereby amended by deleting
the text thereof in its entirety and replacing it with "15,269
shares."
(ii) shared power to vote or direct the vote:
None.
(iii) sole power to dispose or direct the disposition of:
[Original Schedule 13G: 598,471 shares]
Item 4(c)(iii) of the Schedule 13G is hereby amended by deleting
the text thereof in its entirety and replacing it with "15,269
shares."
(iv) shared power to dispose or to direct the disposition of:
None.
Item 5. Ownership of Five Percent or Less of a Class:
Inapplicable.
Item 6. Ownership of More than 5% on Behalf of Another Person:
Inapplicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent
Holding Company:
Inapplicable.
Item 8. Identification and Classification of Members of the
Group:
Inapplicable.
Item 9. Notice of Dissolution of Group:
Inapplicable.
Item 10. Certification:
Inapplicable.
<PAGE>
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: March 25, 1996
MEZZANINE CAPITAL CORPORATION LIMITED
By: CHARTERHOUSE GROUP INTERNATIONAL, INC.*
By: /s/ Jerome L. Katz
President and
Co-Chief Executive Officer
* Attorney-in-fact (power of attorney filed as Exhibit 1 to this
Amendment No. 1 to Schedule 13G)
EXHIBIT 1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, hereby
constitutes and appoints Messrs. M. Halpern, Jerome L. Katz,
Glenn M. Feit and Steven L. Kirshenbaum and each of them (with
full power to each of them to act alone), its true and lawful
attorney-in-fact and agent for the undersigned and on its behalf
and its name, place and stead, in any and all capacities, with
full power of substitution, to execute and deliver any and all
documents and instruments required in connection with the public
offering by the undersigned of its shares of common stock of
Charter Power Systems, Inc., including, but not limited to, an
underwriting agreement and filings with the U.S. Securities and
Exchange Commission, and, granting unto said attorneys, and each
of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises in order to effectuate the same as fully to
all intents and purposes as the undersigned might or could do if
personally present, and the undersigned hereby ratifies and
confirms all that said attorneys-in-fact and agents or any of
them, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney shall be governed by and construed in
accordance with the laws of the Cayman Islands.
This Power of Attorney shall expire on 30th June, 1996.
IN WITNESS WHEREOF the undersigned has executed this instrument
on this 29th day of February, 1996.
EXECUTED on behalf of
MEZZANINE CAPITAL )
CORPORATION LIMITED )
)
by its joint liquidators: )
)
Wellington Administrators (C.I.) Limited ) /s/Michael G. Best
) By: Michael G. Best
)
Paul Anderton ) /s/Paul Anderton
) By: Paul Anderton
) Title: Partner,
) Price Waterhouse
)
