KRAMER SPELLMAN L P ET AL
SC 13D/A, 1997-03-18
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                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549


                                  SCHEDULE 13D


                    Under the Securities Exchange Act of 1934
                                (Amendment No. 6)


                             Granite Financial, Inc.
                                (Name of Issuer)


                          Common Stock, $.001 par value
                         (Title of Class of Securities)


                                   38740H107
                                 (CUSIP Number)

                                 Orin S. Kramer
                              Kramer Spellman, L.P.
                          2050 Center Avenue, Suite 300
                           Fort Lee, New Jersey 07024
                                (201) 592-1234
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)


                                 March 17, 1997
              (Date of Event which Requires Filing 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 [ ].







                                  Page 1 of 10



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SCHEDULE 13D

CUSIP No. 38740H107

1.       NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                  Kramer Spellman, L.P.

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                   Not Applicable                                      a[ ]
                                                                       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
                  Delaware

                     7.      SOLE VOTING POWER

                             None

                     8.      SHARED VOTING POWER
  SHARES
BENEFICIALLY                 550,500
 OWNED BY
REPORTING            9.      SOLE DISPOSITIVE POWER
  PERSON                     None
   WITH
                     10.     SHARED DISPOSITIVE POWER
                             550,500

11.     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                  550,500

12.     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
         CERTAIN SHARES*                                             [ ]

13.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                  14.78%

14.     TYPE OF REPORTING PERSON*
        PN


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SCHEDULE 13D

CUSIP No. 38740H107

1.       NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                  Orin S. Kramer

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                   Not Applicable                                      a[ ]
                                                                       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

                       7.      SOLE VOTING POWER

                                         None

                       8.      SHARED VOTING POWER
  SHARES
BENEFICIALLY                             550,500
 OWNED BY
REPORTING              9.      SOLE DISPOSITIVE POWER
  PERSON                                 None
   WITH
                       10.     SHARED DISPOSITIVE POWER
                                         550,500

11.     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                  550,500

12.     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
         CERTAIN SHARES*                                            [ ]

13.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                  14.78%

14.     TYPE OF REPORTING PERSON*
        IN


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SCHEDULE 13D

CUSIP No. 38740H107

1.       NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                  Jay Spellman

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                   Not Applicable                                      a[ ]
                                                                       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

                        7.      SOLE VOTING POWER

                                None

                        8.      SHARED VOTING POWER
  SHARES
BENEFICIALLY                    550,500
 OWNED BY
REPORTING               9.      SOLE DISPOSITIVE POWER
  PERSON                        None
   WITH
                        10.     SHARED DISPOSITIVE POWER
                                550,500

11.     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                  550,500

12.     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
         CERTAIN SHARES*                                              [ ]

13.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                  14.78%

14.     TYPE OF REPORTING PERSON*
        IN


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SCHEDULE 13D

CUSIP No. 38740H107

1.       NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                  Boston Provident Partners, L.P.

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                   Not Applicable                                      a[ ]
                                                                       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
                  Delaware

                     7.      SOLE VOTING POWER

                             312,300

                     8.      SHARED VOTING POWER
  SHARES
BENEFICIALLY                 None
 OWNED BY
REPORTING            9.      SOLE DISPOSITIVE POWER
  PERSON                     312,300
   WITH
                     10.     SHARED DISPOSITIVE POWER
                             None

11.     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                  312,300

12.     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
         CERTAIN SHARES*                                              [ ]

13.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                  8.38%

14.     TYPE OF REPORTING PERSON*
        PN


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         This statement amends and supplements the information set forth in  the
Schedule  13D  filed  by  the  Reporting  Persons  (as defined therein) with the
Securities and Exchange  Commission (the "Commission")  on November 7,  1996, as
amended  by  Amendment  No.  1  filed  with  the Commission on December 3, 1996,
Amendment No. 2 filed with the Commission on December 12, 1996, Amendment No.  3
filed with the Commission on December  18, 1996, Amendment No. 4 filed  with the
Commission on  January 7,  1997, Amendment  No. 5  filed with  the Commission on
February  11,  1997  and  constitutes  Amendment  No. 6.  Capitalized terms used
herein without definition shall have the  meaning assigned to such terms in  the
Schedule 13D.

Item 3.  Sources and Amounts of Funds or Other Consideration

         The first  sentence  of Item 3 is  revised and amended in  its entirety
as set  forth below:   The   Partnerships   and Managed   Accounts expended   an
aggregate of approximately $4,915,647 (including brokerage commissions, if  any)
to purchase the 550,500 shares of Common Stock held by them.

Item 5.  Interest in Securities of the Issuer

         The first three  paragraphs  of Item 5 are revised and amended in
their  entirety  as set forth  below:

                   (a)-(b) On the date of this Statement:

                           (i)       Mr. Kramer has beneficial ownership for
purposes of Section 13(d) of the Securities  Exchange Act of 1934  ("Beneficial
Ownership") of 550,500 shares of Common Stock by virtue of his position as one
of the two general partners of KS.  Such shares represent 14.78% of the issued
and outstanding Common

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Stock.  Mr. Kramer shares voting power and dispositive power over the Common
Stock with Mr.  Spellman and KS.

                           (ii)       Mr.  Spellman has Beneficial  Ownership of
550,500 of  Common Stock  by virtue  of his  position as  one of the two general
partners of  KS.   Such shares  represent 14.78%  of the  issued and outstanding
Common Stock.  Mr. Spellman shares  voting power and dispositive power over  the
Common Stock with Mr.  Kramer and KS.

                           (iii)       KS has  Beneficial Ownership  of  550,500
shares of  Common Stock  by virtue  of its  position as  general partner  of, or
discretionary investment manager to,  the Partnerships and Managed  Accounts, as
the case may  be, holding such  shares of Common  Stock.  Such  shares represent
14.78% of the issued and outstanding  Common Stock.  KS shares voting  power and
dispositive power over such shares with Mr. Kramer and Mr. Spellman.

                           (iv)         Boston  Provident  Partners,  L.P.   has
Beneficial Ownership of 312,300  shares of Common   Stock by virtue of  its sole
ownership  of such shares of Common  Stock.  Such shares represent 8.38% of  the
issued and outstanding Common Stock.

                  The  percentages  used  herein are  calculated  based upon the
3,725,000  shares of Common  Stock  stated to be issued  and  outstanding  as of
December 31,  1996,  as  reflected  in the  Company's  Form 10Q-SB for the three
months ended December 31, 1996.

                  (c) The trading dates,  number of shares purchased or sold and
the average price per share (including commissions, if any) for all transactions
by the Reporting Persons since the

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filing of the  last amendment to  the Schedule 13D  are set forth  in Schedule I
hereto. All such transactions were over-the-counter purchases.

Item 7.  Material to be Filed as Exhibits

                  Joint Filing Agreement among KS, Mr. Kramer, Mr. Spellman and
Boston Provident Partners, L.P.  dated December 12, 1996 (filed as Exhibit A to
Amendment No. 2 and incorporated herein by reference.)


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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.

March 18, 1997

                                            KRAMER SPELLMAN L.P.



                                            By: /s/ Orin S. Kramer
                                            Name: Orin S. Kramer
                                            Title: a General Partner



                                            By: /s/ Jay Spellman
                                            Name: Jay Spellman
                                            Title: a General Partner



                                            /s/ Orin S. Kramer
                                            Orin S. Kramer



                                            /s/ Jay Spellman
                                            Jay Spellman

                                            BOSTON PROVIDENT PARTNERS, L.P.
                                            By: Kramer Spellman, L.P.



                                            By: /s/ Orin S. Kramer
                                            Name: Orin S. Kramer
                                            Title: a General Partner



                                            By: /s/ Jay Spellman
                                            Name: Jay Spellman
                                            Title: a General Partner



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                                                                   Schedule I


Date              Shares Purchased             Price Per Share

2/18/97                 4,000                      11.250
2/19/97                 7,500                      11.375
2/24/97                 2,500                      11.313
2/27/97                 3,000                      11.375
2/28/97                 5,000                      11.375
2/28/97                 1,000                      11.560
3/3/97                  7,500                      11.375
3/14/97                 2,500                      11.375
3/17/97                 5,000                      11.375





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