UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Starrett Corporation
(Name of Issuer)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
855 677 100
(CUSIP Number)
Oded Aboodi
1285 Avenue of the Americas
New York, NY 10019
(212) 641-5111
_________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 24, 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).
SCHEDULE 13D
CUSIP No. 855 677 100 Page 2
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ODED ABOODI (###-##-####)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
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 SHARES BENEFICIALLY OWNED BY? EACH REPORTING PERSON
WITH
7 SOLE VOTING POWER 387,360
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
387,360
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
387,360
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE
ATTESTATION
SCHEDULE 13D
CUSIP No. 855 677 100 Page 3
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OEA PARTNERS (22-240-9314)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY? EACH REPORTING PERSON
WITH
7 SOLE VOTING POWER
50,000
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
50,000
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS
1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE
ATTESTATION
SCHEDULE 13D
CUSIP No. 855 677 100 Page 4
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KADIMA PARTNERS (22-276496)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
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
NUMBER OF SHARES BENEFICIALLY OWNED BY? EACH REPORTING PERSON
WITH
7 SOLE VOTING POWER
308,760
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
308,760
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
308,760
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE
ATTESTATION
This Amendment to Schedule 13D is being filed on behalf
of Oded Aboodi, OEA Partners and Kadima Partners, and amends the
Schedule 13D dated January 18, 1989, as heretofore amended,
relating to shares of Common Stock, $1.00 par value ("Common
Stock") of Starrett Corporation, a New York corporation, 909
Third Avenue, New York, New York 10022, as set forth below.
The purpose of this filing is to report that Paul
Milstein, Seymour Milstein, Henry Benach and Oded Aboodi (the
"Sellers") and The Related Companies, L.P., the parties to the
letter of intent dated January 9, 1997 (the "Parties" and the
"Letter"), as described in Amendment No. 2 to Schedule 13D, have
extended the Letter with respect to the matters set forth in Item
6 below.
Item 4. Purpose of Transaction
The purpose of the aforesaid extension is to enable the
Parties to continue the negotiations for the sale of shares of
Common Stock as described in the Letter.
Item 6. Contracts, Arrangements, Undertakings or Relationships
with Respect to Securities of the Issuer.
On February 24, 1997 the Parties amended the Letter by
changing the date in the first sentence of the third paragraph of
the Letter from "January 31, 1997" to "March 31, 1997", thereby
extending the restriction on transfer of shares of Common Stock
by the Sellers set forth in such sentence until March 31, 1997.
Item 7. Material to be Filed as Exhibits.
This amendment includes the following exhibit:
- Letter executed by the Parties<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, the undersigned certifies that the
information set forth in this Statement on Schedule 13D is true,
complete and correct.
DATED: February 26, 1997
__________________________________
Oded Aboodi
KADIMA PARTNERS
By:_______________________________
Oded Aboodi
General Partner
OEA PARTNERS
By:________________________________
Oded Aboodi
General Partner
<PAGE>
The Related Companies, L.P.
February 21, 1997
Mr. Seymour Milstein
Mr. Paul Milstein
1271 Avenue of the Americas
New York, NY 10019
Mr. Henry Benach
3110 Miro Drive North
Palm Beach Gardens, FL 33410
Mr. Oded Aboodi
1285 Avenue of the Americas
New York, NY 10020
Gentlemen:
On January 9, 1997, The Related Companies, L.P.,
("Related") entered into a Letter of Intent with you concerning
our interest in considering a potential acquisition by Related or
its affiliates of a total of 3,234,946 shares of common stock,
par value $1.00 par share ("Common Stock"), of Starrett
Corporation, a New York Corporation (the "Company"). The parties
to the Letter of Intent hereby agree to amend that the Letter of
Intent (a copy of which is attached hereto) to change the date in
the first sentence of the third full paragraph of the Letter of
Intent from "January 31, 1997", to "March 31, 1997", and
otherwise confirm the Letter of Intent in its entirety.
This letter and your acceptance hereof does not
constitute an offer or agreement or arrangement to purchase or
sell any shares of capital stock of the Company. The proposed
transaction contemplated by the Letter of Intent and this
amendment thereto is subject to execution and delivery of a
mutually satisfactory stock purchase agreement and ancillary
related agreements.
Please acknowledge your agreement with the above by
executing a copy hereof in the space provided therefor below, and
return the same to the undersigned by hand at the address above.
Sincerely yours,
The Related Companies, L.P.
By: The Related Realty Group, as
General Partner
By: /s/
Name:
Title: President
Accepted and Agreed
(February 21, 1997)
/s/
Seymour Milstein
/s/
Paul Milstein
/s/
Henry Benach
/s/
Oded Aboodi
