<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.: *
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)
September 17, 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).
<PAGE>
CUSIP No.: 034638106
1. Name of Reporting Person
S.S. or 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:
135,000
9. Sole Dispositive Power:
10. Shared Dispositive Power:
135,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person
135,000
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
2
<PAGE>
13. Percent of Class Represented by Amount in Row (11)
5.16%
14. Type of Reporting Person
IN
3
<PAGE>
CUSIP No.: 034638106
1. Name of Reporting Person
S.S. or 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:
135,000
9. Sole Dispositive Power:
10. Shared Dispositive Power:
135,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person
135,000
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
4
<PAGE>
13. Percent of Class Represented by Amount in Row (11)
5.16%
14. Type of Reporting Person
IN
5
<PAGE>
The purpose of this Schedule 13D is to report the ownership of
Wayne M. Cooperman and Ricky C. Sandler (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
of Fusion Partners, L.P., a Delaware limited partnership
(the "Partnership"). In addition, the Reporting Persons
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").
Neither of the Reporting Persons has, during the last
five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
Neither 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 Reporting Persons are citizens of the United States
of America.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, the Reporting Persons are deemed
to beneficially own 135,000 Shares. An aggregate of
135,000 Shares are held by the Partnership and the
6
<PAGE>
Offshore Fund. All the Shares were purchased in open
market transactions. The Shares were purchased for an
aggregate purchase price of $2,011,175. 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 Reporting Persons are deemed
to be the beneficial owners of 135,000 Shares. Based on
the Issuer's filing on Form 10-Q on August 8, 1997, as
of July 1, 1997 there were 2,617,000 Shares outstanding.
Therefore, the Reporting Persons are deemed to
beneficially own 5.16% 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 are deemed to beneficially own. All
transactions in the Shares effected by the Reporting
Persons during the sixty days prior to September 17,
1997 through the date of this filing were effected in
open-market transactions and are set forth in Exhibit B
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.
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 during the 60 days prior to
7
<PAGE>
September 17, 1997 through the date of this
filing is filed herewith as Exhibit B.
8
<PAGE>
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
September 29, 1997
9
01181001.AI8
<PAGE>
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D dated
September 29, 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
01181001.AI8
<PAGE>
Exhibit B
SCHEDULE OF TRANSACTIONS
Date Shares Purchased Price Per Share
____ ________________________ _________________
7/24/97 600 $15.1458
7/25/97 500 15.25
7/31/97 200 15.25
8/1/97 200 15.25
8/4/97 500 15.25
8/5/97 4,100 15.2195
8/21/97 2,000 15.25
8/22/97 700 15.25
9/17/97 10,000 16
9/18/97 200 15.875
01181001.AI8
