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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: Xpedite Systems, Inc.
Title of Class of Securities: Common Stock, $.01 par value
CUSIP Number: 893929100
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
John Zoraian, c/o Atticus Holdings, L.L.C., 590 Madison Avenue,
32nd Floor, New York, New York 10022; (212) 829-8100
(Date of Event which Requires Filing of this Statement)
November 5, 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.: 893929100
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Timothy R. Barakett
2. Check the Appropriate Box if a Member of a Group
a.
b.
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
Canada
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
438,100
8. Shared Voting Power:
9. Sole Dispositive Power:
438,100
10. Shared Dispositive Power:
11. Aggregate Amount Beneficially Owned by Each Reporting Person
438,100
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)
4.87%
14. Type of Reporting Person
IN
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The purpose of this Amendment No. 2 to the previously filed
Schedule 13D is to report that the ownership of Timothy R.
Barakett (the "Reporting Person") in the Common Stock, $.01 par
value (the "Shares"), of Xpedite Systems, Inc. (the "Issuer") has
decreased from 6.54% to 4.87% of the Shares outstanding. All
capitalized terms not defined herein have the definitions given
them in the original Schedule 13D.
Item 1. Security and Issuer
No change.
Item 2. Identity and Background
No change.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, the Reporting Person is deemed to
beneficially own 438,100 Shares. All 438,100 Shares are
held by the Partnership, the International Fund or the
managed accounts. All the Shares were purchased in open
market transactions. The funds for the purchase of the
Shares held in the Partnership, the International Fund
or the managed accounts have come from the working
capital of the Partnership, the International Fund or
the managed accounts. The working capital of these
entities includes the proceeds of margin loans entered
into in the ordinary course of business with Bear,
Stearns & Co., Inc., such loans being secured by the
securities owned by them.
Item 4. Purpose of Transactions
No change.
Item 5. Interest in Securities of Issuer
As of the date hereof, the Reporting Person is deemed to
be the beneficial owner of 438,100 Shares. Based on the
Issuer's filing on Form 10-Q on August 15, 1997, as of
August 8, 1997 there were 8,987,483 Shares outstanding.
Therefore, the Reporting Person may be deemed to
beneficially own 4.87% of the outstanding Shares. None
of the Partnership, the International Fund or any of the
managed accounts by itself owns greater than 5% of the
outstanding Shares. The Reporting Person has the power
to vote, direct the vote, dispose of or direct the
disposition of all the Shares that he is deemed to
beneficially own. All transactions in the Shares
effected by the Reporting Person since the most recent
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filing on Schedule 13D 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
A description of the transactions in the Shares
that were effected by the Reporting Person since
the most recent filing on Schedule 13D is filed
herewith as Exhibit A.
Signature
The undersigned, after reasonable inquiry and to
the best of his knowledge and belief, certifies that the
information set forth in this statement is true, complete
and correct.
/s/ Timothy R. Barakett
_____________________________
Timothy R. Barakett
November 5, 1997
5
02090003.AC7
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Exhibit A
SCHEDULE OF TRANSACTIONS
Price Per Share
Date Shares Purchased or (Sold) (excluding commission)
____ ________________________ _________________
11/5/97 30,000 $27.595
11/5/97 120,000 27.374
02090003.AC7
