SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
CREDIT DEPOT (lend)
-----------------------------------------
(Name of Issuer)
Common Stock
-----------------------------------------
(Title of Class of Securities)
225324102
-----------------------------------------
(CUSIP Number)
heck the following box if a fee is being paid with this
statement [ ]. (A fee is not required only if the filing
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the
class of securities described in Item 1; and (2) has
no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
*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).
(Continued on following page(s))
CUSIP NO. 225324102 13G
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kennedy Capital Management, Inc. Tax ID #43-1225960
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri Corporation
5 SOLE VOTING POWER
279,441 4.9%
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 814,863 14.2%
8 SHARED DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
814,863 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
14.2%
12 TYPE OF REPORTING PERSON*
IA
============================================
CUSIP NO. 225324102 13G
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Municipal Employees' Retirement System of Michigan
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Michigan
5 SOLE VOTING POWER
535,422 9.4%
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH None
8 SHARED DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
535,422 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
9.4%
12 TYPE OF REPORTING PERSON*
EP
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 10549
---------------------------------
SCHEDULE 13G UNDER THE SECURITIES
EXCHANGE ACT OF 1934
---------------------------------
Item 1. (a). Name of Issuer:
CREDIT DEPOT
(b). Address of Issuer's Principal Executive
Offices:
700 Wachovia Center
Gainesville, GA 30501
Item 2. (a). Name of Person Filing:
Kennedy Capital Management, Inc.
Municipal Employees' Retirement System
of Michigan
(b). Address of Principal Business Office:
Kennedy Capital Management, Inc.
10829 Olive Blvd.
St. Louis, MO 63141
Municipal Employees' Retirement System of Michigan
7150 Harris Drive
Lansing, MI 48909
Item 2. (c). Citizenship:
Kennedy Capital Management, Inc. is a Missouri
Corporation.
The situs of the Municipal Employees' Retirement
System
of Michigan is the state of Michigan.
(d). Title of Class of Securities:
Common Stock
(e). CUSIP Number:
225324102
Item 3. This statement is filed pursuant to Rule
13d-1(b)(ii)(E) as to Kennedy Capital
Management, Inc.,
which is an investment adviser registered
under
Section 203 of the Investment Advisers
Act of 1940.
The statement is filed pursuant to Rule 13d-
1(b)(ii)(F) as to
the Municipal Employees' Retirement System of
Michigan,
an employee benefit plan maintained primarily
for the
benefit of the employees of municipalities
within the
state of Michigan.
Item 4. Ownership.
(a). Amount Beneficially Owned
814,863 shares including 535,422 shares held
for the account of the Municipal Employees'
Retirement System of Michigan
(b). Percent of Class:
14.2% including 9.4% held for the
account of the
Municipal Employees' Retirement System of
Michigan.
(c). Number of Shares as to which such entity
has:
(i) sole power to vote or to direct the
vote:
Kennedy Capital Management, Inc. 279,441 shares
Municipal Employees' Retirement System of
Michigan 535,442 shares
(ii) shared power to vote or to direct
the vote None
(iii) sole power to dispose or to direct the
disposition:
Kennedy Capital Management, Inc. 814,863
shares
(iv) shared power to dispose or to direct
the disposition of None
Item 5. If this statement is being filed to
report
the fact that as of the date hereof the
reporting person has ceased to be the
beneficial owner of more than five
percent of the class of securities, check
the following. [ ]
Item 6. Ownership of More Than Five Percent on
Behalf of Another Person:
Item 7. Identification and Classification of
Subsidiaries which Acquired the Security
Being Reported on by the Parent Holding
Company:
Item 8. Identification and Classification of
Members
of the Group:
Item 9. Notice of Dissolution of Group:
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 purpose 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 is true,
complete and correct.
By: Gerald Kennedy
----------------------------
Title: President
Dated: 5-25-98
Exhibit A
Agreement
This agreement is made as of May 11, 1998 by and between
Kennedy Capital Management, Inc. ("KCM") and the
Municipal Employees' Retirement System of Michigan
("MERS").
Whereas, KCM is an investment advisor registered with the
Securities and Exchange Commission pursuant to Section 203
of the Investment Advisors Act of 1940, as amended, and
Whereas, the Municpal Employees' Retirement System of
Michigan, a benefit plan maintained primarily for the public
sector employees of municipalities within the State of
Michigan, has retained KCM as an investment advisor,
Now, therefore, in consideration of the premises and the
covenants set forth below, KCM and MERS agree as
follows:
1. KCM and MERS agree to file one Schedule 13G as and
if required by Section 13 of the Securities Exchange Act
of 1934, as amended, and the rules of the Securities
Exchange Commission thereunder with respect to the
beneficial ownership of KCM and MERS of the
outstanding common stock of Credit Depot.
2. KCM shall prepare and file such Schedule 13G.
3. This agreement shall be attached as an exhibit to such
Schedule 13G.
Municipal Employees' Retirement
System of Michigan
/s/ Anne M. Wagner
---------------------------
Anne M. Wagner
Director of Investments
Kennedy Capital Management, Inc.
/s/ Gerald T. Kennedy
-----------------------------
Gerald T. Kennedy
President
