SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Monro Muffler Brake, Inc.
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
610236 10 1
(CUSIP Number)
Donald Glickman
535 Madison Avenue, New York, New York 10022
212-319-0324
(Name, address and telephone number of person
authorized to receive notices and communications)
August 5, 1996
(Date of event which requires filing of this statement)
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 [ ].
Check the following box if a fee is being paid with the
statement[]. (A fee is not required only if the reporting 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 filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
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 purposes 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 1 OF 6 PAGES
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13D
CUSIP No. 610236 10 1
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Donald Glickman
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
PF
____________________________________________________________
(5) CHECK BOX 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 (7) SOLE VOTING POWER
540,380
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
-0-
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
540,380
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
-0-
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
540,380
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
7.29%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 2 OF 6 PAGES
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The Schedule 13D, initially filed on August 7, 1995,
of Donald Glickman, relating to the common stock, $0.01
par value per share, issued by Monro Muffler Brake Inc.,
is hereby amended and restated in its entirety by this
Amendment No. 1 to the Schedule 13D as follows:
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, par value
$0.01 per share (the "Common Stock"), issued by Monro Muffler
Brake, Inc. (the "Company"), a New York corporation. The
Company's principal executive offices are located at 2340
Brighton-Henrietta Town Line Road, Rochester, New York 14623.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by Donald Glickman.
(b) Mr. Glickman's address is 535 Madison Avenue,
New York, New York 10022.
(c) Mr. Glickman is a partner of J.F. Lehman &
Company, an investment banking firm located at 535 Madison
Avenue, New York, New York 10022. Mr. Glickman is
also a director of the Company.
(d) Mr. Glickman has not, during the last five years,
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Mr. Glickman has not, during the last five years,
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and, as a result
of such proceeding, was, or is subject to, 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 violation with respect to such laws.
(f) Mr. Glickman is a citizen of the United States.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The acquisition of beneficial ownership of the 25,572 shares
reported herein was made pursuant to a five percent stock
dividend which was paid by the Company on August 5, 1996. The
acquisition of beneficial ownership of 5,250 shares was made pursuant
to a grant by the Company of options to purchase shares of Common
Stock of the Company pursuant to the Company's Non-Employee
Directors' Stock Option Plan (including a dividend of Common
Stock which was paid on August 7, 1995). The remainder of the
shares of Common Stock of the Company of which Mr. Glickman is
deemed to be the beneficial owner were acquired by Mr. Glickman
for an aggregate purchase price of approximately $75,000
(adjusted for stock splits and dispositions), which came from
Mr. Glickman's personal funds.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of Mr. Glickman's acquisition of the shares of
Common Stock is for investment. Mr. Glickman may make further
purchases of shares of Common Stock from time to time and may
dispose of any or all of such shares at any time. Mr. Glickman
is not currently involved in, and has no present intention to
become involved in the formulation of, any plan or proposal
which relates to, or could result in, any of the matters
referred to in paragraphs (b) through (j) of Item 4 of Schedule
13D. Mr. Glickman may, at any time and from time to time,
review or reconsider his position with respect to the Company,
and formulate plans or proposals with respect to any of such
matters, but has no present intention of doing so.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date hereof, Mr. Glickman is deemed to be
the beneficial owner of 540,380 shares of Common Stock
constituting 7.29% of the Common Stock outstanding (based upon
7,411,375 shares outstanding, based on the aggregate of the
number of shares outstanding as reflected in the Company's Proxy
Statement, dated July 5, 1996, and a five percent stock dividend
paid on August 5, 1996.
(b) Mr. Glickman has the sole power to vote all of the
540,380 shares of which he has beneficial ownership. Mr.
Glickman has the sole power to dispose of 540,380 shares. Mr.
Glickman's right, granted pursuant to an Irrevocable Proxy dated
December 22, 1993, to vote the 265,461 shares of which his former wife
Gretchen Glickman is the record owner expired on December 15, 1995.
PAGE 4 OF 6 PAGES
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(c) As a result of the five percent dividend of Common Stock
of the Company paid by the Company on August 5, 1996, Mr. Glickman
received 25,572 shares of Common Stock of the Company. On July 25, 1996,
Mr. Glickman gifted 1,600 shares of Common Stock of the Company, and on
July 31, 1996 gifted 300 shares of Common Stock of the Company.
(d) No person other than the respective record owner
referred to herein of shares of Common Stock is known to have
the right to receive or the power to direct the receipt of
dividends from or the proceeds of sale of shares of Common
Stock.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons names in
Item 2 hereof or between such persons and any other person with
respect to any securities of the Company or the persons named in
Item 2 hereof and any other person with respect to any securities
of the Issuer, including but not limited to transfer or voting of
any other securities, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits,
divisions of profits or loss, or the giving or withholding of
proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge
and belief, the undersigned certifies that the information set
forth in this statement is true, complete and correct.
DATED: August 14, 1996 /s/ Donald Glickman
Donald Glickman
PAGE 6 OF 6 PAGES
