SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. 2)
______________________
HILCOAST DEVELOPMENT CORP.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class
of Securities)
431313-10-5
(CUSIP Number of Class
of Securities)
______________________
Copies of Communications to:
Klaus Eppler, Esq.
Proskauer Rose Goetz & Mendelsohn LLP
1585 Broadway
New York, New York 10036
(212) 969-3000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 11, 1997
(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 [ X ].
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-l(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 disclosures provided in
a prior cover page.
The information required on the remainder of this cover 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).
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
H. Irwin Levy
2. Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ X ]
3. SEC Use Only
4. Source of Funds*
Inapplicable
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) of 2(f) [ ]
6. Citizenship or Place of Organization
United States
Number 7. Sole Voting Power
of
Shares 5,875
Beneficially
Owned by Each 8. Shared Voting Power
Reporting
Person With
9. Sole Dispositive Power
5,875
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person
5,875
12. Check Box if the Aggregate Amount in Row (11) [ ]
Excludes Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
59% (based on Common Stock outstanding at February 13, 1997)
14. Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
The Statement on Schedule 13D (the "Schedule 13D") of H.
Irwin Levy to shares of common stock, $.01 par value per share,
of Hilcoast Development Corp. (the "Common Stock") is hereby
amended as set forth below.
ITEM 1. SECURITY AND ISSUER.
This report relates to the Common Stock ($.01 par value per
share) of Hilcoast Development Corp. (the "Company"), which has
its principal executive offices at 19146 Lyons Road, Boca Raton,
Florida 33434. The Common Stock was registered pursuant to the
Exchange Act on October 13, 1992. On February 12, 1996, the
Common Stock was de-listed from the Nasdaq Small-Cap Market as a
result of a going-private transaction pursuant to which FLA
Acquisition Corp., a Delaware corporation ("Mergerco"), was
merged with and into the Company.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Name: H. Irwin Levy
(b) Business Address: 100 Century Boulevard
West Palm Beach, Florida 33487
(c) Present Principal Occupation: Chairman of the Board
and Chief Executive Officer of Hilcoast Development Corp.
(d) Convictions: None
(e) Suits and Proceedings: None
(f) Citizenship: United States
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Inapplicable
ITEM 4. PURPOSE OF TRANSACTION.
On February 11, 1997, H. Irwin Levy contributed to Mergerco
833,148 shares of Common Stock owned directly by him, and
Mergerco issued to Mr. Levy 5,875 shares of common stock, par
value $.01 per share ("Mergerco Stock"), of Mergerco. On
February 11, 1997, holders of a majority of the outstanding
shares of Common Stock approved and adopted an agreement and plan
of merger dated November 21, 1996 between the Company and
Mergerco, pursuant to which Mergerco acquired all the outstanding
shares of the Company other than the shares contributed to
Mergerco by Mr. Levy and an aggregate of 585,032 shares
contributed to Mergerco by Maurice A. Halperin and Barry S.
Halperin. On February 12, 1997, pursuant to a Certificate of
Merger of Mergerco into the Company filed with Secretary of State
of Delaware, each outstanding share of Mergerco Stock was
converted into one share of common stock of the Company.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr Levy beneficially owns 5,875 shares of common stock
of the Company, which represent 59 percent of the shares
outstanding.
(b) Mr. Levy has the sole power to vote, or direct the
vote, and sole power to dispose, or direct the disposition of,
5,875 shares of common stock of the Company.
(c) Except as disclosed in this Schedule 13D, Mr. Levy has
not effected any transactions with respect to the common stock of
the Company during the past 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF
THE ISSUER
See Item 4.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Agreement and Plan of Merger dated November 21, 1996
between Hilcoast Development corp. and FLA Acquisition Corp.
Incorporated by reference to Exhibit A of the Company's
Definitive Proxy Statement filed January 21, 1997 (No. 000-
20530).
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.
Dated: February 19, 1997 /s/ H. Irwin Levy
H. Irwin Levy
