UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
SYLVAN LEARNING SYSTEMS, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
871399 10 1
(CUSIP Number)
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.)
*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 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).
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SCHEDULE 13G
CUSIP No. 871399 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Donald V. Berlanti ###-##-####
______________________________________________________________________
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.
______________________________________________________________________
5 SOLE VOTING POWER
NUMBER OF 1,142,277 See Note 1
SHARES
____________________________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 103,500 See Note 2
EACH
____________________________________________________________
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 1,142,277 See Note 1
WITH
____________________________________________________________
8 SHARED DISPOSITIVE POWER
103,500 See Note 2
______________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,245,777
______________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
______________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3% See Note 3
______________________________________________________________________
12 TYPE OF REPORTING PERSON*
IN
______________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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FOOTNOTES TO SCHEDULE 13G
FOR DONALD V. BERLANTI
Note 1. Consists of (a) 63,676 shares issuable upon the exercise of
options and warrants owned directly by Donald V. Berlanti;
(b) 932,173 shares owned by Quince Associates Limited
Partnership, a partnership of which Donald V. Berlanti is
the sole general partner; and (c) 146,428 shares issuable
upon the exercise of options and warrants owned by Quince
Associates Limited Partnership.
Note 2. Consists of 103,500 shares owned by a charitable foundation
of which Donald V. Berlanti is one of the directors and
officers.
Note 3. Percentage of Common Stock deemed to be outstanding at
December 31, 1996, consisting of the shares of Common Stock
outstanding 23,436,361 and 210,104 shares issuable upon the
exercise of options and warrants.
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Item 1.
(a) Name of Issuer: SYLVAN LEARNING SYSTEMS, INC.
(b) Address of Issuer's Principal Executive Offices:
9135 Guilford Road
Columbia, MD 21046
Item 2.
(a) Name of Person Filing: Donald V. Berlanti
(b) Address of Principal Business Office or, if none, Residence:
320 Paseo de Peralta, Suite H
Santa Fe, NM 87501
(c) Citizenship: U.S.A.
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 871399 10 1
Item 3. Not applicable
Item 4. Ownership
Reference is made to Items 5 through 11 on page 2.
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 / /.
Not applicable
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not applicable
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
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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 a purpose or effect.
Date: February 14, 1997
/s/ Donald V. Berlanti
Name/Title: Donald V. Berlanti
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