UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)1
USCI, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.0001
(Title of Class of Securities)
90330N 101
(CUSIP Number)
July 7, 1999
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
___ Rule 13d-1(b)
_X_ Rule 13d-1(c)
___ Rule 13d-1(d)
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1 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 the purpose of Section 18 of the Securities Exchange
Act of 1934 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).
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CUSIP NO. 90330N 101 SCHEDULE 13G PAGE 2 OF 6 PAGES
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF REPORTING PERSON (ENTITIES ONLY)
Howard Zuckerman
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES 5. SOLE VOTING POWER
BEFICIALLLY OWNED 3,000,000
BY EACH REPORTING PERSON
WITH 6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
3,000,000
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
NOT APPLICABLE: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Less than 5%
12. TYPE OF REPORTING PERSON
IN
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CUSIP NO. 90330N 101 SCHEDULE 13G PAGE 3 OF 6 PAGES
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This is Amendment No. 1 to a Schedule 13G that was filed on
May 6, 1999 (the "Schedule 13G"). Capitalized terms not otherwise defined
herein, shall have the meaning ascribed thereto in the Schedule 13G. Except as
amended herewith, the information set forth in the Schedule 13G is in all
respects confirmed.
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CUSIP NO. 90330N 101 SCHEDULE 13G PAGE 4 OF 6 PAGES
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Item 4 Ownership
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned.
3,000,000
(b) Percent of class:
Less than 5%
(c) Number of shares as to which such person has: (i)
Sole power to vote or to direct the vote. 3,000,000
(ii) Shared power to vote or to direct the vote. N/A
(iii) Sole power to dispose or to direct the
disposition of 3,000,000 (iv) Shared power to dispose
or to direct the disposition of N/A
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CUSIP NO. 90330N 101 SCHEDULE 13G PAGE 5 OF 6 PAGES
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Item 10 Certification
By signing below the undersigned certifies that, to the best of his
knowledge and belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of such securities and were not acquired
and are not held in connection with or as a participant in any transaction
having such purpose or effect.
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CUSIP NO. 90330N 101 SCHEDULE 13G PAGE 6 OF 6 PAGES
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: October 28, 1999
/s/ Howard Zuckerman
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Howard Zuckerman
