UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
PRESIDIO CAPITAL CORP.
(Name of Issuer)
Class A Common Shares, U.S. $.01 par value
(Title of Class of Securities)
G72201109
(CUSIP Number)
Richard J. Sabella, Esq.
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
(212) 701-3000
(Name, Address and Telephone Number of Person Authorized
to
Receive Notices and Communications)
September 12, 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).
<PAGE>
Item 1. Security and Issuer.
This Amendment No. 2 amends the Statement on Schedule 13D with
respect to
the Class A Common Shares (the "Class A Shares") of Presidio
Capital Corp. (the
"Issuer"), previously filed on July 28, 1997 by the reporting
person named
therein (the "Schedule 13D"). Capitalized terms used herein without
definition
shall have the meanings given to such terms in the Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 is amended by adding the following:
On September 12, 1997, the existing Class A Directors
appointed W. Edward
Scheetz, David Hamamoto and David King to succeed them as directors
of the
Issuer upon their resignation. Immediately thereafter, the Class A
Directors
resigned. David King is a Director of and Treasurer and Secretary
of the
Reporting Person.
<PAGE>
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.
September 19, 1997
PRESIDIO HOLDING COMPANY, LLC
By: /s/ Edward Scheetz
-----------------------------
Title: Authorized Signatory
