RIVIANA FOODS INC /DE/
SC 13G, 1998-02-09
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                                  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 [ ].
<PAGE>
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

      Leslie K. Godchaux
      ###-##-####

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                 5,561,000
BY EACH REPORTING       7)    SOLE DISPOSITIVE POWER                 24,000
PERSON WITH:            8)    SHARED DISPOSITIVE POWER            5,561,000
                        9)    AGGREGATE AMOUNT BENEFICIALLY       5,586,200
                              OWNED BY EACH REPORTING PERSON      (See Item 4.)
                        10)   CHECK IF THE AGGREGATE AMOUNT       Not Applicable
                              IN ROW (9) EXCLUDES
                              CERTAIN SHARES
                        11)   PERCENT OF CLASS REPRESENTED BY     35.5%
                              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:
            Leslie K. Godchaux

ITEM 2(b).  ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
            P. O. Box 278
            Abbeville, Louisiana  70511

ITEM 2(c).  CITIZENSHIP:
            United States
<PAGE>
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:
                  5,586,200 shares

            (b)   PERCENT OF CLASS:
                  35.5%

            (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:
                        5,561,000 shares  (See Item 6.)
                  (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:
                        5,561,000 shares (See Item 6.)

            The amount of shares shown as beneficially owned in Item 4(a) above
            also includes 1,200 shares owned of record by Ms. Godchaux's husband
            who exercises sole voting and investment authority with respect
            thereto, and as to which Ms. Godchaux disclaims beneficial
            ownership.

ITEM 5.     OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
            Not Applicable
<PAGE>
CUSIP No. 769536103                   13G                    Page 4 of 4 Pages


ITEM 6.     OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
            Of the 5,561,000 shares identified in Items 4(c)(ii) and (iv) above
            (a) 5,537,000 shares are owned of record by Abbeville Family
            Partnership, L.P. (the "Limited Partnership"), with respect to which
            Ms. Godchaux, in her capacity as a 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
            and (b) 24,000 shares are held in various trusts to which Ms.
            Godchaux shares voting and investment authority as a co-trustee.

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
            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 9, 1998

                                                *LESLIE K. GODCHAUX


                                                *By /s/ ELIZABETH B. WOODARD
                                                        ELIZABETH B. WOODARD
                                                Under Special Power of Attorney
                                                Dated February 3, 1998 Attached
                                                as Exhibit A

<PAGE>
                                                                     EXHIBIT A

                           SPECIAL POWER OF ATTORNEY

      The undersigned, Theresa G. Payne, does hereby constitute and appoint
Elizabeth B. Woodard of Harris County, Texas, as attorney-in-fact for the
undersigned with full power of substitution, and in the name, place and stead of
the undersigned, to execute, deliver, record and file Schedule 13G, including
all amendments and exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, and to perform each and
every other act requisite and necessary to be done to comply with the provisions
of the Securities Act of 1933, as amended, and all requirements of the
Securities and Exchange Commission.


February 3, 1998                           /s/  THERESA G. PAYNE
                                                Theresa G. Payne

<PAGE>
                           SPECIAL POWER OF ATTORNEY

      The undersigned, Abbeville Family Partnership, L.P., does hereby
constitute and appoint Elizabeth B. Woodard of Harris County, Texas, as
attorney-in-fact for the undersigned with full power of substitution, and in the
name, place and stead of the undersigned, to execute, deliver, record and file
Schedule 13G, including all amendments and exhibits thereto, and all other
documents in connection therewith, with the Securities and Exchange Commission,
and to perform each and every other act requisite and necessary to be done to
comply with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission.


February 3, 1998                    ABBEVILLE FAMILY PARTNERSHIP, L.P.

                                    By: FGCG INC., General Partner

                              /s/   CHARLES R. GODCHAUX
                                    Charles R. Godchaux, President

<PAGE>
                           SPECIAL POWER OF ATTORNEY

      The undersigned, Abbeville Family Partnership, L.P., does hereby
constitute and appoint Elizabeth B. Woodard of Harris County, Texas, as
attorney-in-fact for the undersigned with full power of substitution, and in the
name, place and stead of the undersigned, to execute, deliver, record and file
Schedule 13G, including all amendments and exhibits thereto, and all other
documents in connection therewith, with the Securities and Exchange Commission,
and to perform each and every other act requisite and necessary to be done to
comply with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission.


February 3, 1998                    ABBEVILLE FAMILY PARTNERSHIP, L.P.

                                    By: TD Inc., General Partner

                              /s/   THERESA G. PAYNE
                                    Theresa G. Payne, Chairman of the Board

<PAGE>
                           SPECIAL POWER OF ATTORNEY

      The undersigned, Abbeville Family Partnership, L.P., does hereby
constitute and appoint Elizabeth B. Woodard of Harris County, Texas, as
attorney-in-fact for the undersigned with full power of substitution, and in the
name, place and stead of the undersigned, to execute, deliver, record and file
Schedule 13G, including all amendments and exhibits thereto, and all other
documents in connection therewith, with the Securities and Exchange Commission,
and to perform each and every other act requisite and necessary to be done to
comply with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission.


February 3, 1998                    ABBEVILLE FAMILY PARTNERSHIP, L.P.

                                    By: TD Inc., General Partner

                              /s/   LESLIE K. GODCHAUX
                                    Leslie K. Godchaux, General Partner
<PAGE>
                           SPECIAL POWER OF ATTORNEY

      The undersigned, Charles R. Godchaux, does hereby constitute and appoint
Elizabeth B. Woodard of Harris County, Texas, as attorney-in-fact for the
undersigned with full power of substitution, and in the name, place and stead of
the undersigned, to execute, deliver, record and file Schedule 13G, including
all amendments and exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, and to perform each and
every other act requisite and necessary to be done to comply with the provisions
of the Securities Act of 1933, as amended, and all requirements of the
Securities and Exchange Commission.


February 3, 1998                           /s/   CHARLES R. GODCHAUX
                                                 Charles R. Godchaux
<PAGE>
                           SPECIAL POWER OF ATTORNEY

      The undersigned, Leslie K. Godchaux, does hereby constitute and appoint
Elizabeth B. Woodard of Harris County, Texas, as attorney-in-fact for the
undersigned with full power of substitution, and in the name, place and stead of
the undersigned, to execute, deliver, record and file Schedule 13G, including
all amendments and exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, and to perform each and
every other act requisite and necessary to be done to comply with the provisions
of the Securities Act of 1933, as amended, and all requirements of the
Securities and Exchange Commission.

February 3, 1998                          /s/   LESLIE K. GODCHAUX
                                                Leslie K. Godchaux

                                         


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