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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G-A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Phoenix Gold International, Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
719068-10-8
(CUSIP Number)
* 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 the disclosures provided
in a prior cover page.
The information required in 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. 719068-10-8
Item 1: Name of reporting person; S.S. or I.R.S. identification
no. of above person:
Timothy G. Johnson
Item 2: Check the appropriate box if a member of a group:
(a)
(b)
Item 3: SEC use only:
Item 4: Citizenship or place of organization:
United States of America
Number of shares beneficially owned by each reporting person with:
Item 5: Sole voting power:
585,814 (includes 84,000 shares that Timothy G.
Johnson has the right to acquire within 60 days
following December 31, 1996)
Item 6: Shared voting power:
0
Item 7: Sole dispositive power:
585,814 (includes 84,000 shares that Timothy G.
Johnson has the right to acquire within 60 days
after December 31, 1996)
Item 8: Shared dispositive power:
0
Item 9: Aggregate amount beneficially owned by each reporting
person:
585,814
Item 10: Check if the aggregate amount in row (9) excludes certain
shares:
N/A
Item 11: Percent of class represented by amount in row 9:
16.6
Item 12: Type of reporting person:
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Item 1(a) Name of Issuer:
Phoenix Gold International, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
9300 North Decatur Street
Portland, Oregon 97203
Item 2(a) Name of Person Filing:
Timothy G. Johnson
Item 2(b) Address of Principal Business Office, or, if none,
Residence:
9300 North Decatur Street
Portland, Oregon 97203
Item 2(c) Citizenship:
United States of America
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
719068-10-8
Item 3 If this statement is filed pursuant to Rules
13d-1(b) or 13d-2(b), check whether the person
filing is a:
Not applicable
Item 4 Ownership.
The following information is as of December 31,
1996:
(a) Amount Beneficially Owned:
585,814 shares
(b) Percent of Class:
The shares represent 16.6 percent of the class
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the
vote: 585,814 (includes 84,000 shares
that Timothy G. Johnson has the right
to acquire within 60 days following
December 31, 1996)
(ii) Shared power to vote or to direct the
vote: 0
(iii) Sole power to dispose or to direct the
disposition of: 585,814 (includes
84,000 shares that Timothy G. Johnson
has the right to acquire within 60 days
following December 31, 1996)
(iv) Shared power to dispose or to direct
the disposition of: 0
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:
Not applicable
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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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.
January 31, 1997
/s/ Timothy G. Johnson
______________________________
(Signature)
Timothy G. Johnson
______________________________
ATTENTION: Intentional misstatements or omissions of fact
constitute federal criminal violations (See 18 USC
1001)
