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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.: 1*
Name of Issuer: Angeles Mortgage Investment Trust
Title of Class of Securities: Class A Shares, $1.00 par value
CUSIP Number: 034638106
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Tom Laug, c/o Fusion Capital Management Inc., 237 Park Avenue,
Suite 801, New York, New York 10012; (212) 808-3756
(Date of Event which Requires Filing of this Statement)
November 11, 1997
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*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).
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CUSIP No.: 034638106
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Wayne M. Cooperman
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
182,200
9. Sole Dispositive Power:
10. Shared Dispositive Power:
182,200
11. Aggregate Amount Beneficially Owned by Each Reporting Person
182,200
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
6.96%
14. Type of Reporting Person
IN
3
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CUSIP No.: 034638106
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Ricky C. Sandler
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
182,200
9. Sole Dispositive Power:
10. Shared Dispositive Power:
182,200
11. Aggregate Amount Beneficially Owned by Each Reporting Person
182,200
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
6.96%
14. Type of Reporting Person
IN
5
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CUSIP No.: 034638106
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Fusion Partners, L.P.
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
162,200
8. Shared Voting Power:
9. Sole Dispositive Power:
162,200
10. Shared Dispositive Power:
11. Aggregate Amount Beneficially Owned by Each Reporting Person
162,200
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
6.20%
14. Type of Reporting Person
PN
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The purpose of this Amendment No. 1 to Schedule 13D is to report
a material change in the ownership of Wayne M. Cooperman,
Ricky C. Sandler and Fusion Partners, L.P. (the "Reporting
Persons") in the Class A Shares, $1.00 par value (the "Shares"),
of Angeles Mortgage Investment Trust (the "Issuer").
Item 1. Security and Issuer
The title of the class of equity securities to which
this statement relates is: Class A Shares, $1.00 par
value, of Angeles Mortgage Investment Trust.
The name and address of the principal executive and
business office of the Issuer is:
Angeles Mortgage Investment Trust
340 N. Westlake Blvd.
Suite 230
Westlake Village, California 91362-3761
Item 2. Identity and Background
This statement is being filed on behalf of the Reporting
Persons. The Reporting Persons are the general partners
(the "General Partners") of Fusion Partners, L.P., a
Delaware limited partnership (the "Partnership") and the
Partnership. In addition, the General Partners own and
are the principals of Fusion Capital Management Inc.,
which is the Investment Manager of Fusion Offshore Fund
Limited, a British Virgin Islands corporation (the
"Offshore Fund").
None of the Reporting Persons has, during the last five
years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
None of the Reporting Persons has, during the last five
years, been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction which
resulted in a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws
or finding any violations with respect to such laws.
The General Partners are citizens of the United States
of America.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, the General Partners are deemed
to beneficially own 182,200 Shares. An aggregate of
182,200 Shares are held by the Partnership and the
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Offshore Fund. The Partnership owns 162,200 Shares.
All the Shares were purchased in open market
transactions. The Shares were purchased for an
aggregate purchase price of $2,807,771. The funds for
the purchase of the Shares held in the Partnership and
the Offshore Fund have come from the working capital of
the Partnership and the Offshore Fund. No leverage was
used to purchase any of the Shares.
Item 4. Purpose of Transactions
The Shares beneficially owned by the Reporting Persons
were acquired for, and are being held for, investment
purposes. The Reporting Persons have no plan or
proposal which relates to, or would result in, any of
the actions enumerated in Item 4 of the instructions to
Schedule 13D.
Item 5. Interest in Securities of Issuer
As of the date hereof, the General Partners are deemed
to be the beneficial owners of 182,200 Shares. The
Partnership beneficially owns 162,200 Shares. Based on
the Issuer's filing on Form 10-Q on October 31, 1997,
there were 2,617,000 Shares outstanding as of that date.
Therefore, the General Partners are deemed to
beneficially own 6.96% of the outstanding Shares, and
the Partnership is deemed to beneficially own 6.20% of
the outstanding Shares. The Reporting Persons share the
power to vote, direct the vote, dispose of or direct the
disposition of all the Shares that they together are
deemed to beneficially own. The General Partners share
the power to vote, direct the vote, dispose of or direct
the disposition of all of the Shares that they are
deemed to beneficially own that the Partnership is not
deemed to beneficially own. All transactions in the
Shares effected by the Reporting Persons since the
filing of the original Schedule 13D on September 29,
1997 through the date of this filing were effected in
open-market transactions and are set forth in Exhibit A
hereto.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of
the Issuer
The Reporting Persons have no contract, arrangement,
understanding or relationship with any person with
respect to the Shares.
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Item 7. Material to be Filed as Exhibits
1. An agreement relating to the filing of a joint
statement as required by Rule 13d-1(f) under
the Securities Exchange Act of 1934 is filed
herewith as Exhibit A.
2. A description of the transactions in the
Shares that were effected by the Reporting
Persons since the previous filing on
September 29, 1997 through the date of this
filing is filed herewith as Exhibit B.
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Signature
The undersigned, after reasonable inquiry and to
the best of their knowledge and belief, certify that the
information set forth in this statement is true, complete
and correct.
/s/ Wayne M. Cooperman
_________________________________
Wayne Cooperman
/s/ Ricky C. Sandler
_________________________________
Ricky Sandler
FUSION CAPITAL PARTNERS, L.P.
By: /s/ Wayne M. Cooperman
_________________________________
Wayne Cooperman, a General Partner
November 26, 1997
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01181001.AJ4
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Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D dated
November 26, 1997 relating to the Class A Shares of Angeles
Mortgage Investment Trust shall be filed on behalf of the
undersigned.
/s/ Wayne M. Cooperman
_________________________________
Wayne Cooperman
/s/ Ricky C. Sandler
_________________________________
Ricky Sandler
FUSION CAPITAL PARTNERS, L.P.
By: /s/ Wayne M. Cooperman
_________________________________
Wayne Cooperman, a General Partner
01181001.AJ4
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Exhibit B
SCHEDULE OF TRANSACTIONS
Date Shares Purchased Price Per Share
____ ________________________ _________________
Shares purchased since last filing
on September 29, 1997 (no sales)
10/24/97 12,000 16.4688
10/27/97 7,000 16.4161
10/28/97 1,100 16.3864
11/06/97 2,500 17.5000
11/07/97 3,000 17.1666
11/11/97 700 17.1250
11/12/97 300 17.0000
11/13/97 3,800 17.0592
11/14/97 700 16.9107
11/17/97 2,100 17.0000
11/18/97 6,000 17.0417
11/19/97 5,000 17.1250
11/25/97 3,000 16.8750
01181001.AJ4
