UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Poore Brothers, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
732813100
(CUSIP Number)
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13G
CUSIP No. 732813100
______________________________________________________________________________
1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO.
Renaissance Capital Growth and Income Fund III, Inc. 75-2533518
_______________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
_______________________________________________________________________________
3. SEC USE ONLY
_______________________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
_______________________________________________________________________________
5. SOLE VOTING POWER
1,743,094 shares
_______________________________________________________________________________
6. SHARED VOTING POWER
None
_______________________________________________________________________________
7. SOLE DISPOSITIVE POWER
1,743,094 shares
_______________________________________________________________________________
8. SHARED DISPOSITIVE POWER
None
_______________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,743,094 shares
_______________________________________________________________________________
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
19.65%
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12. TYPE OF REPORTING PERSON
IV
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ITEM 1.
a, b Poore Brothers, Inc. ("Company")
3500 South La Cometa
Goodyear, AZ 85338
ITEM 2.
(a) Name of Person Filing
Renaissance Capital Growth and Income Fund III, Inc. ("Filer")
(b) Address of principal Business Office or, if none, Residence
8080 N. Central Expwy., Suite 210, LB 59
Dallas, TX 75206-1857
(c) Citizenship
Texas
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
75966V105
ITEM 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(a) ______ Broker or Dealer registered under Section 15 of the Act
(b) ______ Bank as defined in section 3(a)(6) of the Act
(c) ______ Insurance Company as defined in section 3(a)(19) of the Act
(d) X Investment Company registered under section 8 of the
Investment Company Act
(e) ______ Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
(f) ______ Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see section
240.13d-1(b)(1)(ii)(F)
(g) ______ Parent Holding Company, in accordance with section 240.
13d-1(b)(ii)(G)(Note: See Item 7)
(h) ______ Group, in accordance with section 240.13d-1(b)(1)(ii)(H)
ITEM 4. Ownership.
(a) Amount Beneficially Owned:
At December 31, 1998, the Filer owned a 9% Convertible Debenture
in the amount of $1,718,094, which matures May 31, 2002 and is
convertible into 1,718,094 shares of the Company's common stock.
In addition at December 31, 1998, the Filer owned warrants to
purchase 25,000 shares of the Company's common stock on or
before July 1, 2002. Both of these securities are convertible
or exercisable within 60 days.
(b) Percent of Class
19.65%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 1,743,094 shares
(ii) shared power to vote or to direct the vote: None
(iii) sole power to dispose or to direct the disposition of:
1,743,094 shares
(iv) shared power to dispose or to direct the disposition of: None
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:
/ /
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.
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 purposes or effect.
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: February 17, 1999 /s/ Russell Cleveland
Signature
Russell Cleveland, President and CEO
Renaissance Capital Growth and Income Fund III, Inc.
___________________________________________
Name and Title
