YOUTH SERVICES INTERNATIONAL INC
SC 13D/A, 1998-10-13
CHILD DAY CARE SERVICES
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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)

                       YOUTH SERVICES INTERNATIONAL, INC.
                                (Name of Issuer)


                                  COMMON STOCK
                         (Title of Class of Securities)


                                   987816 10 5
                                 (CUSIP Number)

                             Parker W. Duncan, Esq.
                             Wyatt, Tarrant & Combs
                                   Suite 1500
                                511 Union Street
                               Nashville, TN 37219
                                 (615) 244-0020
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)



                               September 28, 1998
             (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 this statement. [__]



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                             CUSIP NO. - 987816 10 5

<TABLE>
<CAPTION>
<S>   <C>                                                         <C>

(1)   Name of reporting person..........................................Jacob May

      S.S.  No. of above person...................................SSN ###-##-####

(2)   Check the appropriate box
      if a member of a group
      (see instructions)......................................................(a)
                                                                       (b)     X

(3)   SEC use only............

(4)   Source of funds (see instructions).......................................PF

(5)   Check box if disclosure
      of legal proceedings is
      required pursuant to
      Items 2(d) or 2(e)......................................................N/A

(6)   Citizenship or place
      of organization.........................................................USA

Number of shares beneficially owned by each reporting person with:

      (7)    Sole voting power..........................................1,304,800
      (8)    Shared voting power................................................0
      (9)    Sole dispositive power.....................................1,304,800
      (10)   Shared dispositive power...........................................0

(11)  Aggregate amount beneficially
      owned by each reporting person....................................1,304,800

(12)  Check box if the aggregate amount
      in Row (11) excludes certain
      shares (see instructions)...............................................N/A

(13)  Percent of class represented
      by amount in Row (11).................................................11.6%

(14)  Type of reporting person.................................................IN
</TABLE>


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     The purpose of this amendment is to report the purchase of additional
shares of the Issuer's Common Stock by the reporting person.

     Items 3, 4 and 5 are amended by adding thereto the following information:


Item 3.     Sources and Amount of Funds or Other Consideration

                    The reporting person has used $1,237,348 of personal funds
                    to purchase the additional shares of the Issuer's Common
                    Stock that is the subject of this Amendment No.2 statement.

Item 4.     Purpose of Transaction

                    On September 28, 1998, the reporting person purchased
                    100,000 shares of the Issuer's Common Stock at a price of
                    $2.9813 per share. On September 29, 1998, the reporting
                    person purchased 79,200 shares of the Issuer's Common Stock
                    at a price of $3.1638 per share. On October 6, 1998, the
                    reporting person purchased 10,500 shares of the Issuer's
                    Common Stock at a price of $2.49 per share. On October 7,
                    1998, the reporting person purchased 100,000 shares of the
                    Issuer's Common Stock at a price of $2.125 per share. On
                    October 9, 1998, the reporting person purchased 200,000
                    shares of the Issuer's Common Stock at a price of $2.25 per
                    share.

                    The reporting person has purchased the Common Stock of the
                    Issuer for investment purposes only.

                    The reporting person has no present plan or proposal which
                    relates to or would result in: (i) the acquisition by any
                    person of additional securities of the Issuer, or the
                    disposition of securities of the Issuer, other than for
                    investment purposes, (ii) an extraordinary corporate
                    transaction, such as a merger, reorganization or liquidation
                    involving the Issuer or any of its subsidiaries, (iii) a
                    sale or transfer of a material amount of assets of the
                    Issuer or any of its subsidiaries, (iv) any change in the
                    present board of directors or management of the Issuer,
                    including any plans or proposals to change the number or
                    term of directors or to fill any existing vacancies on the
                    board, (v) any material change in the present capitalization
                    or dividend policy of the Issuer, (vi) any other material
                    change in the Issuer's business or corporate structure,
                    (vii) changes in the Issuer's charter, bylaws or instruments
                    corresponding thereto or other actions which may impede the
                    acquisition of control of the Issuer by any person, (viii)
                    causing a class of securities of the Issuer to be delisted
                    from a national securities exchange or cease to be

            

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                    authorized to be quoted in an inter-dealer quotation system
                    of a registered national securities association, (ix) a
                    class of equity securities of the Issuer becoming eligible
                    for termination of registration pursuant to Section 12(g)(4)
                    of the Securities Exchange Act of 1934, or (x) any action
                    similar to any of those enumerated above.

Item 5.     Interest in Securities of the Issuer

         a. and b. Beneficial Interest:  Jacob May
<TABLE>
            <S>      <C>                            <C>                 <C>

            i.       Owned                          1,304,800           11.6%


            ii.      Sole Voting Power              1,304,800           11.6%
                     Shared Voting Power                   0            0.0%
                     Sole Dispositive Power         1,304,800           11.6%
                     Shared Dispositive Power              0            0.0%
</TABLE>




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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.



Date: October 9, 1998                                    /s/ Jacob May
                                                   -----------------------------
                                                   Jacob May









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