UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
BCAM International, Inc.
(Name of Issuer)
Common Stock, $0.01 Par Value
Title of Class of Securities
055293104
(CUSIP Number)
*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>
<PAGE> 2
AMENDMENT NO. 1 TO
SCHEDULE 13G
CUSIP No. 055293104
1 Names of Reporting Persons or
S.S. or I.R.S. Identification Nos. of Above Person
Kirr, Marbach & Company LLC
2 Check the Appropriate Box (a) [ ]
if a Member of a Group (b) [ ]
3 SEC Use Only
4 Citizenship or Place of Organization
Indiana
NUMBER OF 5 Sole Voting Power
SHARES
BENEFICIALLY 2,042,500
OWNED BY
EACH 6 Shared Voting Power
REPORTING
PERSON WITH 0
7 Sole Dispositive Power
2,042,500
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,042,500
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
Not Applicable
11 Percent of Class Represented by Amount in Row (9)
12.3%
12 Type of Reporting Person
IA<PAGE>
<PAGE> 3
Item 1 (a) Name of Issuer:
BCAM International, Inc.
Item 1 (b) Address of Issuer's Principal Executive Offices:
1800 Walt Whitman Road
Melville, New York 11747
Item 2 (a) Name of Person Filing:
Kirr, Marbach & Company LLC ("Kirr
Marbach"), a registered investment adviser
Item 2 (b) Address of Principal Business Office, or if none,
Residence:
The business address of Kirr Marbach is
621 Washington Street, Columbus, IN 47201
Item 2 (c) Citizenship:
Kirr Marbach is a limited liability
company organized under the laws of the
State of Indiana.
Item 2 (d) Title of Class of Securities:
Common Stock, $0.01 Par Value (the "Common
Stock")
Item 2 (e) CUSIP Number:
055293104
Item 3 If this statement is filed pursuant to Rules
13d-1(b) or 13d-2(b):
A. [ ] Broker or Dealer registered under
Section 15 of the Act
B. [ ] Bank as defined in section 3(a)(6)
of the Act
C. [ ] Insurance Company as defined in
section 3(a)(19) of the Act
<PAGE>
<PAGE> 4
D. [ ] Investment Company registered under
section 8 of the Investment Company
Act
E. [X] Investment Adviser registered under
section 203 of the Investment
Advisers Act of 1940
F. [ ] Employee Benefit Plan, Pension Fund
which is subject to the provisions
of the Employee Retirement Income
Security Act of 1974 or Endowment
Fund; see section 240.13d-
1(b)(1)(ii)(F)
G. [ ] Parent Holding Company, in
accordance with section 240.13d-
1(b)(ii)(G) (Note: See Item 7)
H. [ ] Group, in accordance with section
240.13d-1(b)(1)(ii)(H)
Item 4 Ownership:
Item 4 (a) Amount Beneficially Owned:
2,042,500*
Item 4 (b) Percent of Class:
12.3%**
Item 4 (c) Number of shares as to which such person
has:
(i) sole power to vote or to direct the
vote: 2,042,500*
(ii) shared power to vote or to direct
the vote: None
(iii) sole power to dispose or to direct the
disposition of: 2,042,500*
(iv) shared power to dispose or to direct
the disposition of: None
<PAGE>
<PAGE> 5
*Includes 700,000 shares of Common Stock that are reserved by the
Issuer for issuance under warrants beneficially owned by Kirr
Marbach for the accounts of its managed partnerships.
**Calculated on the basis of 15,954,733 shares of Common Stock
being issued and outstanding, as reported in the Issuer's Form 10-
QSB/A for the quarter ended March 31, 1997, and filed May 20,
1997, and as adjusted on a pro forma basis for the potential
issuance of the 700,000 warrant shares to Kirr Marbach's managed
partnerships.
Item 5 Ownership of Five Percent or less of a Class:
Not Applicable.
Item 6 Ownership of More than Five Percent on Behalf of
Another Person:
Kirr Marbach is a general partner of three
limited partnerships, which in the aggregate are
entitled to receive, or to direct the receipt
of, dividends from, and the proceeds from sale
of, all of the shares beneficially owned by Kirr
Marbach. The economic interest of one of such
limited partnerships (R. Weil & Associates, a
New York limited partnership) in the Issuer's
Common Stock relates to more than five percent
of that class.
Item 7 Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company:
Not Applicable.
Item 8 Identification and Classification of Members of
the Group:
Not Applicable.
Item 9 Notice of Dissolution of Group:
Not Applicable.
<PAGE>
<PAGE> 6
Item 10 Certification:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such
purposes or effect.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement, as amended, is true, complete and correct.
Dated: June 3, 1997
KIRR MARBACH & COMPANY, LLC
/s/ Mickey Kim
By ___________________________
Member
___________________________
Title
