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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.: 2
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)
January 23, 1998
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:
214,700
9. Sole Dispositive Power:
10. Shared Dispositive Power:
214,700
11. Aggregate Amount Beneficially Owned by Each Reporting Person
214,700
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)
8.2%
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:
214,700
9. Sole Dispositive Power:
10. Shared Dispositive Power:
214,700
11. Aggregate Amount Beneficially Owned by Each Reporting Person
214,700
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)
8.2%
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
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
166,900
9. Sole Dispositive Power:
10. Shared Dispositive Power:
166,900
11. Aggregate Amount Beneficially Owned by Each Reporting Person
166,900
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)
6.38%
14. Type of Reporting Person
PN
7
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The purpose of this Amendment No. 2 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
No change.
Item 2. Identity and Background
This statement is being filed on behalf of the Reporting
Persons. Wayne M. Cooperman and Ricky C. Sandler are
the general partners (the "General Partners") of Fusion
Partners, L.P., which is a Delaware limited partnership
(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 214,700 Shares. An aggregate of
214,700 Shares are held by the Partnership and the
Offshore Fund. The Partnership owns 166,900 Shares.
All the Shares were purchased in open market
transactions. The Shares were purchased for an
aggregate purchase price of $3,413,283. 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.
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Item 4. Purpose of Transactions
No change.
Item 5. Interest in Securities of Issuer
As of the date hereof, the General Partners are deemed
to be the beneficial owners of 214,700 Shares. The
Partnership beneficially owns 166,900 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 8.2% of the outstanding Shares, and the
Partnership is deemed to beneficially own 6.38% 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 in the sixty
days prior to January 23, 1998 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
No change.
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 in the sixty days prior to January 23,
1998 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
February 4, 1998
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01181001.AK2
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Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D dated
February 4, 1998 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.AK2
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Exhibit B
SCHEDULE OF TRANSACTIONS
Shares Purchased
Date or (Sold) Price Per Share
____ ________________________ _________________
12/1/97 1,400 $16.8571
12/31/97 3,500 19.1071
1/2/98 5,600 19.0558
1/6/98 1,500 19
1/8/98 2,700 18.75
1/9/98 500 18.375
1/12/98 7,500 18.2683
1/15/98 400 18.5
1/22/98 2,500 18.5
1/23/98 1,600 18.5
1/27/98 700 18.5
1/29/98 2,000 18.5
1/30/98 800 18.5
2/2/98 800 18.5
2/3/98 1,000 18.25
01181001.AK2
