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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
Amendment No. 2 to
SCHEDULE 13G
Under the Securities Exchange Act of 1934
RAINFOREST CAFE, INC.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
75086K 10 4
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(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 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership
of five percent or less of such class.) (See Rule 13d-7.)
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.
(Continued on following page(s))
Page 1 of 5 Pages
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13G (Individuals - continued) Page 2 of 5
CUSIP No. 75086K 10 4
1. Name of Reporting Person and I.R.S. Identification No.:
LYLE BERMAN
2. Member of a Group: (a) ________ (b) ___X____
3. SEC USE ONLY:
4. Citizenship or Place of Organization: U.S.A.
5. Sole Voting Power: 1,071,500
6. Shared Voting Power: -- 0
7. Sole Dispositive Power: 1,071,500
8. Shared Dispositive Power: -- 0
9. Aggregate Amount Beneficially Owned by each Reporting Person:
1,071,500
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: /X/
(See Exhibit A)
11. Percent of Class Represented by Amount in Row 9: 6.1%
12. Type of Reporting Person: IN
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13G (Individuals - continued) Page 3 of 5
Item 1(a)
and (b) NAME AND ADDRESS OF ISSUER:
Rainforest Cafe, Inc.
720 South Fifth Street
Hopkins, Minnesota 55343
Item 2(a) NAME OF PERSON FILING: Lyle Berman
Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
130 Cheshire Lane
Minnetonka, MN 55350
Item 2(c) CITIZENSHIP: U.S.A.
Item 2(d) TITLE OF CLASS OF SECURITIES: Common Stock, no par value
Item 2(e) CUSIP NUMBER: 75086K 10 4
Item 3 THIS STATEMENT IS NOT FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b).
Item 4(a) AMOUNT BENEFICIALLY OWNED:
1,071,500 shares at December 31, 1997. (See Exhibit A)
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Item 4(b) PERCENT OF CLASS:
6.1% percent pursuant to Rule 13d-3(c).
Item 4(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS
(1) Sole power to vote or to direct the vote 1,071,500
(2) Shared power to vote or to direct the vote -0-
(3) Sole power to dispose or to direct the disposition of
1,071,500
(4) Shared power to dispose or to direct the disposition of -0-
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not Applicable
Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not Applicable
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13G (Individuals - continued) Page 4 of 5
Item 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not Applicable
Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not Applicable
Item 9 NOTICE OF DISSOLUTION OF GROUP.
Not Applicable
Item 10 CERTIFICATION.
Not Applicable
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 January 30, 1998. s/ Lyle Berman
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Lyle Berman
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EXHIBIT A
To Form 13G (Individual)
The filing of this report shall not be construed as an admission by the
person identified in Item 2(a) that, for the purpose of Section 13(d) or 13(g)
of the Securities Exchange Act, he is the "beneficial owner" of any equity
securities listed below; and such person expressly disclaims that he is part of
a "group."
Record Owner's Relationship Record Owners's Number
to Reporting Person Type of Ownership of Shares
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Spouse Direct 60,000
