XEROGRAPHIC LASER IMAGES CORP /DE/
SC 13G, 1997-03-19
COMPUTER PERIPHERAL EQUIPMENT, NEC
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                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.G 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934

                                 (Amendment No.

                      Xerographic Laser Images Corporation
                      ------------------------------------
                                (Name of Issuer)

                                  Common Stock
                                  ------------
                         (Title of Class of Securities)

                                   984118-10-9
                                   -----------
                                 (CUSIP Number)



         Check 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 i;  and (2) has  filed  no  amendment  subsequent
thereto reporting  beneficial  ownership of five percent or less of such class.)
(See Rule 13d-7.)

         *The  remainder of this  coverpage  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).








CUSIP NO.  984118-10-10                                       Page 2 of 5 Pages
          -------------                                            -    -


1        NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                  Anthony D. D'Amelio
                  ###-##-####

2        CHECK THE APPROPIATE BOX IF A MEMBER OF A GROUP*

                  N/A                                     (a) [ ]
                                                          (b) [ ]

3        SEC USE ONLY


4        CITIZENSHIP OR PLACE OF ORGANIZATION

                  U.S.A.

                           5        SOLE VOTING POWER

                                    Common Stock     381,554 Shares
NUMBER OF
SHARES                     6        SHARED VOTING POWER
BENEFICIALLY
OWNED BY                            N/A
EACH
REPORTING                  7        SOLE DISPOSITIVE POWER
PERSON
WITH                                381,554  Shares

                           8        SHARED DISPOSITIVE POWER

                                    N/A

9        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                  Common Shares     381,554  Shares

10       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

                  Warrants                          139,000
                  Preffered Stock                     6,000
                  Options (which are exercisable)    26,667

11       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                  12.5%

12       TYPE OF REPORTING
                  IN




                      *SEE INSTRUCTIONS BEFORE FILLING OUT!
                          INSTRUCTIONS FOR SCHEDULE 13G



INSTRUCTIONS FOR COVER PAGE

(1)  Names and Social Security  Numbers of Reporting  Persons-  Furnish the full
     legal name of each  person for whom the report is  filed-i.e.,  each person
     required to sign the schedule  itself-including  each member of a group. Do
     not include the name of a person  required to be  identified  in the report
     but who is not a reporting person.  Reporting persons are also requested to
     furnish their Social Security or I.R.S.  identification  numbers,  although
     disclosure  of such  numbers is  voluntary,  not  mandatory  (see  "SPECIAL
     INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G." Below).

(2)  If any of the shares beneficially owned by a reporting person are held as a
     member of a group and such membership is expressly  affirmed,  please check
     row 2(a). If the membership is a group  disclaimed or the reporting  person
     describes  a  relationship  with  other  persons  but does not  affirm  the
     existence of a group, please check row 2(b) [unless a joint filing pursuant
     to Rule  13d-1(e)(1)  in which  case it may not be  necessary  to check row
     2(b)].

(3)  The third row is for SEC internal use; please leave blank.

(4)  Citizenship  or  Place of  Organization-Furnish  citizenship  if the  named
     reporting  person  is  a  natural  person.  Otherwise,   furnish  place  of
     organization.

(5)-(9), (11) Aggregate  amount  Beneficially  Owned By Each  Reporting  Person,
     Etc.-Rows  (5)  through  (9)  inclusive,  and (11) are to be  completed  in
     accordance  with the provisions of Item 4 of Schedule 13G. All  percentages
     are to be rounded  off to the  nearest  tenth (one place  after the decimal
     point).

(10) Check if the aggregate  amount  reported as  beneficially  owned in row (9)
     does  not  include  shares  to which  beneficial  ownership  is  disclaimed
     pursuant to Rule 13d-4 (17 CFR 240.  13d-4) under the  Securities  Exchange
     Act of 1934.

(12) Type of Reporting Person- Please classify each "reporting person" according
     to the  following  breakdown  (see  Item 3 of  Schedule  13G) and place the
     appropriate symbol on the form:

                           Category                            Symbol
                     Broker Dealer                               BD
                     Bank                                        BK
                     Insurance Company                           IC
                     Investment Company                          IV
                     Investment Advisor                          IA
                     Employee Benefit Plan, Pension Fund
                           or Endowment Fund                     EP
                     Parent Holding Company                      HC
                     Corporation                                 CO
                     Partnership                                 PN
                     Individual                                  IN
                     Other                                       OO
Notes:
         Attach as many  copies  of the  second  part of the  cover  page as are
needed, one reporting person per page.

         Filing persons may, in order to avoid unnecessary  duplication,  answer
item or items on the cover  page(s).  This  approach  may only be used where the
cover page item or items  provide all the  disclosure  required by the  schedule
item.  Moreover,  such a use of the  cover  page  item  will  result in the item
becoming a part of the schedule and accordingly  being  considered a "filed" for
purpose of Section 18 of the  Securities  Exchange Act or  otherwise  subject to
liabilities of the section of the Act.

         Reporting persons may comply with their cover page filing  requirements
by  filing  either  completed  copies  of the  blank  forms  available  from the
Commission,  printed  or  typed  facsimiles,  or  computer  printed  facsimiles,
provided the documents filed have identical  formats to the forms  prescribed in
the Commission's  regulations and meet existing Securities Exchange Act rules as
to such matters as clarity and size (Securities Exchange Act Rule 12b-12).

              SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G

         Under Sections 13(d),  13(g), and 23 of the Securities  Exchange Act of
1934 and the rules and regulations  thereunder,  the Commission is authorized to
solicit the  information  required  to be  supplied by this  schedule by certain
security holders of certain issuers.

         Disclosures of the information specified in this schedule is mandatory,
except for Social Security or I.R.S. identification numbers, disclosure of which
is  voluntary.  The  information  will  be  used  for  the  primary  purpose  of
determining and disclosing the holdings of certain  beneficial owners of certain
equity  securities.  This  statement  will be made a matter  of  public  record.
Therefore, any information will be available for inspection by any member of the
public.












                                Page 3 of 8 pages

         Because of the nature of the information, the Commission can utilize it
for a variety of purposes,  including referral to other governmental authorities
or securities  self-regulatory  organizations for  investigatory  purposes or in
connection with litigation  involving the Federal securities law or other civil,
criminal  or  regulatory  statues  or  provisions.  Social  Securities  or I.R.S
identification numbers, if furnished,  will assist the Commission in identifying
securities  and,  therefore,  in promptly  processing  statements  of beneficial
ownership of securities.

         Failure to disclose the information requested by this schedule,  except
for Social  Security or I.R.S.  identification  numbers,  may result in civil or
criminal  action  against  the persons  involved  for  violation  of the Federal
securities laws and rules promulgated thereunder.

                              GENERAL INSTRUCTIONS

A.   Statements  containing the  information  required by this schedule shall be
     filed not later than February 14 following the calendar year covered by the
     statement or within the time specified in Rule 13d-1(b)(2), if applicable.

B.   Information  contained  in a form  which is  required  to be filed by rules
     under section  13(f) (15 U.S.C.  78m(f)) for the same calendar year as that
     covered by the statement in this schedule may be  incorporated by reference
     in response to any of the items of this  schedule.  If such  information is
     incorporated by reference in this schedule, copies of the relevant pages of
     such a form shall be filed as an exhibit to this schedule.

C.   The item  numbers and  captions of the items shall be included but the text
     of the  items  is to be  omitted.  The  answers  to the  items  shall be so
     prepared as to indicate clearly the coverage of the items without referring
     to the text of the items.  Answer every item. If an item is inapplicable or
     the answer is in the negative, so state.

ITEM 1.
         (A) Name of Issuer            Xerographic Laser Images Corporation

         (b) Address of Issuer's Principal Executive Offices

                                                     101 Billerica Avenue
                                                     North Billerica, MA 01864

ITEM 2.
         (A) Name of Person Filing  Anthony D. D'Amelio

         (b) Address of Principal Business Office or, if none,  Residence

                                                     25 Cleek Court
                                                     N. Reading, MA 01864
         (c) Citizenship            U.S.A.

         (d) Title of Class of Securities   Common Stock

         (e) CUSIP Number           984118-10-9

ITEM 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check
whether the person filing is a:
                                                                    N/A

         (a)    Broker or Dealer registered under Section 15 of the Act

         (b)    Bank as defined in section 3(a)(19) of the Act

         (c)    Insurance Company as defined in section 3(a)(19) of the act

         (d)    Investment  Company registered under section 8 of the Investment
                Company Act

         (e)    Investment   Advisor   registered   under  section  203  of  the
                Investment Advisors 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 &240.13d-1(b)(ii)(0)(F)

         (g)    Parent Holding Company, in accordance with  &240.13d-1(b)(ii)(0)
                (Note: See Item 7)

         (h)    Group, in accordance with &240.13d-1(b)(ii)(H)

ITEM 4. OWNERSHIP

         If the percent of the class owned as of December 31 of the year covered
by  the  statement,  or as of  the  last  day of any  month  described  in  Rule
13d-1(b)(2),  if  applicable,  exceeds  five  percent,  provided  the  following
information  as of that date and identify those shares which there is a right to
acquire.

         (A)      Amount Beneficially Owned
                                                                       N/A
         (b)      Percent of Class
                                                                       N/A






                                Page 4 of 8 pages



         (c)      Number of shares as to which such person has:

                  (i)      sole power to vote or to direct the vote
                           381,554 Shares of Common Stock

                  (ii)     shared power to vote or to direct the vote N/A

                  (iii)    sole power to dispose or to direct the disposition of
                           381,554 Shares of Common Stock

                  (iv)     shared power to dispose to direct the  disposition of
                           N/A

Instruction:  For computations  regarding  securities which represent a right to
acquire an under lying security see Rule 13d-3(d)(1).

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

         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 .

Instruction: Dissolution of a group requires a response to this item.

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

         If any other  person is known to have the right to receive or the power
to direct the receipt of dividends  from, or the proceeds from the sale of, such
securities,  a statement  to that effect  should be included in response to this
item and, if such interest relates to more than five percent of the class,  such
person  should be  identified.  A listing of the  shareholders  of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.

ITEM 7.  IDENTIFICATION  AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

         If a parent holding  company has filed this schedule,  pursuant to Rule
13d-1(b)(ii)(G),  so indicate under Item 3(g) and attach an exhibit  stating the
identity and the Item 3 classification of the relevant  subsidiary.  If a parent
holding  company has filed this schedule  pursuant to Rule  13d-1(c),  attach an
exhibit stating the identification of the relevant subsidiary.

ITEM 8. IDENTIFICATION AND CLASSIFICATION  OF MEMBERS OF THE GROUP

         If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(H), so
indicate  under item 3(h) and attach an exhibit  stating the identity and Item 3
classification  of each member of the group.  If a group had filed this schedule
pursuant to rule 13d-19c0, attach an exhibit stating the identity of each member
of the group.


ITEM 9. NOTICE OF DISSOLUTION OF GROUP

         Notice of dissolution of a group may be furnished as an exhibit stating
the date of the  dissolution  and that  all  further  filings  with  respect  to
transactions in the security reported on will be filed, if required,  by members
of the group, in their individual capacity. See Item 5.

ITEM 10. CERTIFICATION

         The following certification shall be included if the statement is filed
pursuant to Rule  13d-1(b):  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.

                                                            1/23/97
                                                            -------
                                                              Date

                                                   /s/ Anthony D. D'Amelio
                                                   -----------------------
                                                             Signature

                                            Anthony D. D'Amelio, President &CEO
                                            -----------------------------------
                                                           Name/Title





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