SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Deflecta-Shield Corporation
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
244764 10 6
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(CUSIP Number)
Charles S. Meyer
Three First National Plaza, Suite 5710
Chicago, Illinois 60602
(312) 236-7041
with a copy to:
John E. Lowe
Altheimer & Gray
10 South Wacker Drive
Chicago, Illinois 60606
(312) 715-4000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 30, 1997
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(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. / /
Check the following box if a fee is being paid with the
statement. / /
*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 total number of shares of common stock reported as
beneficially owned by the Reporting Person herein is 0.
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). <PAGE>
<PAGE>
_________________________________________________________
1. Name of Reporting Person:
Charles S. Meyer
_________________________________________________________
2. Check the Appropriate Box if a Member of a Group:
(a)
(b) X
_________________________________________________________
3. SEC Use Only
_________________________________________________________
4. Source of Funds: OO
_________________________________________________________
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):
_________________________________________________________
6. Citizenship or Place of Organization: Delaware
_________________________________________________________
Number of 7. Sole Voting Power: 0
Shares _________________________________________
Beneficially 8. Shared Voting Power: 0
Owned By ________________________________________
Each 9. Sole Dispositive Power: 0
Reporting ________________________________________
Person 10. Shared Dispositive Power: 0
With
_________________________________________________________
11. Aggregate Amount Beneficially Owned by Each
Reporting Person:
0
_________________________________________________________
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares: X
_________________________________________________________
13. Percent of Class Represented by Amount in Row (11):
0.0%
_________________________________________________________
14. Type of Reporting Person: IN
_________________________________________________________<PAGE>
This statement constitutes Amendment No.2 to the
Statement on Schedule 13D (the "Schedule 13D") filed
January 27, 1994 by Charles S. Meyer in connection with the
beneficial ownership of shares of Common Stock, $.01 per
share par value, of Deflecta-Shield Corporation (the
"Company"), as amended and restated by Amendment No. 1
filed November 25, 1997.
1. Item 4. Purpose of Transaction, is hereby amended
as follows:
The following sentence is added immediately after
the last paragraph of Item 4:
Pursuant to the terms and conditions of the Offer,
on December 3, 1997, the Reporting Person tendered all his
Shares to Purchaser, which were accepted for payment by
Purchaser on December 30, 1997.
2. Item 5. Interests in Securities of the Issuer, is
hereby amended and restated in its entirety as follows:
(a) The Reporting Person does not beneficially own
any shares of Stock.
(b) Not applicable.
(c) Except as provided in Item 4, neither the
Reporting Person nor Mr. Mamolen have effected any
transactions in shares of Stock during the preceding sixty-
day period.
(d) Not applicable.
(e) Pursuant to the transaction discussed in Item 4
above, the Reporting Person ceased to be a beneficial owner
of more than five percent of the Issuer's securities on
December 30, 1997.
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: December 30, 1997
/s/ John E. Lowe
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John E. Lowe, as Attorney-
in-Fact for
Charles S. Meyer<PAGE>
