UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
RIVIANA FOODS INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
769536103
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ].
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CUSIP No. 769536103 13G Page 2 of 4 Pages
1) NAME OF REPORTING PERSONS/S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Theresa G. Payne
###-##-####
2) CHECK THE APPROPRIATE ROW IF A MEMBER OF A GROUP
(a) Not Applicable
(b) Not Applicable
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 5) SOLE VOTING POWER 24,000
BENEFICIALLY OWNED 6) SHARED VOTING POWER 5,837,000
BY EACH REPORTING 7) SOLE DISPOSITIVE POWER 24,000
PERSON WITH: 8) SHARED DISPOSITIVE POWER 5,837,000
9) AGGREGATE AMOUNT BENEFICIALLY 5,861,000
OWNED BY EACH REPORTING PERSON
10) CHECK IF THE AGGREGATE AMOUNT Not Applicable
IN ROW (9) EXCLUDES
CERTAIN SHARES
11) PERCENT OF CLASS REPRESENTED BY 37.1%
AMOUNT IN ROW 9
12) TYPE OF REPORTING PERSON IN
ITEM 1(A). NAME OF ISSUER:
Riviana Foods Inc.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
2777 Allen Parkway
Houston, Texas 77019
ITEM 2(A). NAME OF PERSON FILING:
Theresa G. Payne
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
4345 Chickering Lane
Nashville, Tennessee 37215
ITEM 2(C). CITIZENSHIP:
United States
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CUSIP No. 769536103 13G Page 3 of 4 Pages
ITEM 2(D). TITLE OF CLASS OF SECURITIES:
Common Stock, par value $1.00 per share
ITEM 2(E). CUSIP NUMBER:
769536103
ITEM 3. IF THIS STATEMENT IF FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B)
CHECK WHETHER THE PERSON FILING IS A:
Not Applicable
ITEM 4. OWNERSHIP
(A) AMOUNT BENEFICIALLY OWNED:
5,861,000 shares
(B) PERCENT OF CLASS:
37.1%
(C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) Sole power to vote or to direct the vote
24,000 shares
(ii) Shared power to vote or to direct the vote
5,837,000 shares. See Item 6 below.
(iii) Sole power to dispose or to direct the disposition
of 24,000 shares
(iv) Shared power to dispose or to direct the disposition
of 5,837,000 shares
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not Applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
The 5,837,000 shares identified in Items 4(c)(ii) and (iv) above
are owned of record by the Abbeville Family Partnership, L.P.
(the "Limited Partnership"), with respect to which Ms. Payne, in
her capacity as Chairman of the Board of a corporate general
partner of the Limited Partnership, shares voting and investment
authority with two other general partners. The Limited
Partnership has the right to receive the dividends from, and the
proceeds from the sale of, said shares.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY
Not Applicable.
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CUSIP No. 769536103 13G Page 4 of 4 Pages
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not Applicable.
ITEM 10. CERTIFICATION
Not Applicable.
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.
Dated: February 13, 1997
/S/ THERESA G. PAYNE.
Theresa G. Payne
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