SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13 D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
SEMICONDUCTOR LASER INTERNATIONAL CORPORATION
(Name of Issuer)
_____________________________
COMMON STOCK (PAR VALUE $.01 PER SHARE)
(Title of Class of Securities)
816638100
(CUSIP Number)
Theodore W. Konopelski
2678 Grandview Place
Endicott, N.Y. 13760
(607) 754-3626
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
Copy to:
Thomas P. Young, Esq.
Underberg & Kessler LLP
1800 Chase Square
Rochester, N.Y. 14604
(716) 258-2800
_________________________________
June 20, 1997
(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: [ ]
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
* 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).
CUSIP No. : 816638100
1) Name of Reporting Person: Theodore W. Konopelski
S.S. or I.R.S. Identification
No. of Above Person: SSN: ###-##-####
2) Check the Appropriate Box (a) [ X ]
if a Member of a Group* (b) [ ]
3) SEC Use Only
4) Source of Funds* PF
5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e): [ ]
6) Citizenship or Place of Organization: United States
Number of (7) Sole Voting Power 96,536
Shares Beneficially (8) Shared Voting Power -0-
Owned by Each (9) Sole Dispositive Power 96,536
Reporting (10) Shared Dispositive Power -0-
Person With
11) Aggregate Amount Beneficially
Owned by Each Reporting Person: 96,536
12) Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares*: [ X ]
13) Percent of Class Represented
by Amount in Row (11) 2.7%
(based on 3,530,838 shares
outstanding on March 31, 1997)
14) Type of Reporting Person*: IN
____________________________
* See instructions
<PAGE>
CUSIP No. : 816638100
1) Name of Reporting Person: Ann Konopelski
S.S. or I.R.S. Identification
No. of Above Person: SSN: ###-##-####
2) Check the Appropriate Box (a) [ X ]
if a Member of a Group* (b) [ ]
3) SEC Use Only
4) Source of Funds* OO
5) Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e): [ ]
6) Citizenship or Place of Organization: United States
Number of (7) Sole Voting Power 172,195 (1)
Shares Beneficially (8) Shared Voting Power -0-
Owned by Each (9) Sole Dispositive Power 172,195 (1)
Reporting (10) Shared Dispositive Power -0-
Person With
11) Aggregate Amount Beneficially
Owned by Each Reporting Person: 172,195 (1)
12) Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares*: [ X ]
13) Percent of Class Represented
by Amount in Row (11) 4.9%
(based on 3,530,838 shares
outstanding on March 31, 1997)
14) Type of Reporting Person*: IN
____________________________
* See instructions
(1) Includes 3,942 shares held in a trust for the benefit of two nieces,
of which trust Mrs. Konopelski is sole trustee.
<PAGE>
ITEM 1 SECURITY AND ISSUER
Common Stock, par value $.01 per share,
Semiconductor Laser International Corporation
15 Link Drive
Binghamton, New York 13904
ITEM 2 IDENTITY AND BACKGROUND
(a) Name(s): Theodore W. Konopelski and Ann Konopelski, husband and
wife (collectively, the "Reporting Persons"), who may constitute a group
within the meaning of Rule 13d-5 under the Securities Exchange Act of 1934.
(b) Residence address: 2678 Grandview Place, Endicott, N.Y. 13760
(c) Current Occupation: Theodore Konopelski: engineer. Ann
Konopelski is a compensation analyst and is the spouse of Theodore
Konopelski.
(d) No; not applicable.
(e) No; not applicable.
(f) Both citizens of the United States
ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mr. Konopelski beneficially owns 96,536 shares of Common Stock, which
he acquired in 1993 in connection with the incorporation of the Issuer,
in 1995 in connection with the December 1994 private placement, and
through a stock option exercise in May 1997. Mr. Konopelski disclaims
beneficial ownership of the 172,195 shares beneficially owned
by Mrs. Konopelski.
Mrs. Konopelski beneficially owns 172,195 shares of Common Stock. Of
this total, 168,253 shares were transferred to her by Mr. Konopelski in
1995, and 3,942 shares are held in a trust for the benefit of two nieces,
of which trust Mrs. Konopelski is sole trustee. Mrs. Konopelski disclaims
beneficial ownership of the 96,536 shares beneficially owned by Mr.
Konopelski.
ITEM 4 PURPOSE OF TRANSACTION
Under relevant SEC rules, on May 12, 1997 the Reporting Persons filed
a Schedule 13D to indicate that they were disappointed with the management
and direction of the Issuer and were evaluating possible alternatives with
respect to their investment in the Issuer. Thereafter, Mr. Konopelski
explored the possibility of nominating an alternate slate of candidates for
election as Directors at the Issuer's 1997 Annual Meeting. However, Mr.
Konopelski was unsuccessful in the legal proceeding he commenced to obtain
a copy of the Issuer's record date shareholder's list which he needed to
undertake such a proxy solicitation. Additionally, the Issuer did not file
its proxy materials with respect to its 1997 Annual Meeting until
approximately May 30, 1997. That was the first public disclosure that the
Annual Meeting would be held on June 20, 1997. Thereafter, Mr. Konopelski
determined that this was too short a timeframe within which to conduct such
a proxy solicitation, particularly without access to the Issuer's
shareholder's list.
Accordingly, the Reporting Persons are filing this Amended Schedule
13D to indicate that they have abandoned any plans to nominate an alternate
slate of candidates for election as Directors at the Issuer's 1997 Annual
Meeting and that they hold their shares of the Issuer's Common Stock for
investment purposes only.
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER
(a) Theodore W. Konopelski beneficially owns 96,536 shares or
approximately 2.7% of the Issuer's Common Stock (based on 3,530,838 shares
outstanding on March 31, 1997). Mr. Konopelski disclaims beneficial
ownership of the 172,195 shares beneficially owned by Mrs. Konopelski.
Ann Konopelski beneficially owns 172,195 shares or approximately 4.9%
of the Issuer's Common Stock (based on 3,530,838 shares outstanding on
March 31, 1997). Mrs. Konopelski disclaims beneficial ownership of the
96,536 shares beneficially owned by Mr. Konopelski.
(b) Theodore W. Konopelski has sole voting and dispositive power with
respect to 96,536 shares. He has no shares with respect to which he shares
voting or dispositive power. Mr. Konopelski disclaims beneficial ownership
of the 172,195 shares beneficially owned by Mrs. Konopelski.
Ann Konopelski has sole voting and dispositive power with respect to
172,195 shares, which includes 3,942 shares held in a trust for the benefit
of two nieces, of which trust Mrs. Konopelski is sole trustee. She has no
shares with respect to which she shares voting or dispositive power. Mrs.
Konopelski disclaims beneficial ownership of the 96,536 shares beneficially
owned by Mr. Konopelski.
(c) On May 12, 1997, Mr. Konopelski exercised non-plan options to
acquire 29,553 shares of the Issuer's Common Stock, at an exercise price of
$.05 per share, which he had been granted by the Issuer in 1995.
(d) None; not applicable.
(e) Not applicable.
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Not applicable.
ITEM 7 MATERIAL TO BE FILED AS EXHIBITS
1) Joint Filing Agreement.
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true,
complete and correct.
Date: June 20, 1997
By: /s/ Theodore W. Konopelski
Theodore W. Konopelski
By: ANN KONOPELSKI*
*By /s/ Tehodore W. Konopelski
Theodore W. Konopelski,
Pursuant to Joint Filing Agreement dated May 9, 1997.
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
1 Joint Filing Agreement
<PAGE>
Exhibit 1
Joint Filing Agreement
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on
behalf of each of them of a Statement on Schedule 13D (including amendments
thereto) with respect to the Common Stock of Semiconductor Laser
International Corporation, and further agree that this Joint Filing
Agreement be included as a Exhibit to such joint filing. Each party to
this Joint Filing Agreement expressly authorizes Theodore W. Konopelski to
file on such person's behalf any and all amendments to such Statement.
Each such party undertakes to notify Theodore W. Konopelski of any changes
giving rise to an obligation to file an amendment to this Schedule 13D and
it is understood that in connection with this Statement and all amendment
thereto each such party shall be responsible only for information supplied
by such party.
In evidence thereof, the undersigned hereby execute this Agreement as
of the 9th day of May, 1997.
/S/ THEODORE W. KONOPELSKI
Theodore W. Konopelski
/S/ ANN KONOPELSKI
Ann Konopelski
