U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No._______)
CHELMSFORD CAPITAL, LTD.
__________________________________________________________
(Name of Issuer)
Common Stock
__________________________________________________________
(Title of Class of Securities)
NONE
__________________________________________________________
(CUSIP Number)
Thomas K. Russell
32 Antibes, Laguna Niguel, CA 92677
(714)499-4819
_____________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
October 27, 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) of (4), check
the following: ___ Yes _X_ No
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 filing on this form with respect to the subject class of securi-
ties, 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).
CUSIP NO.: NONE
1. NAME OF REPORTING PERSON: Alan J. Setlin.
SS or IRS identification no. of above person: ###-##-####.
2. Check the appropriate box if a member of a group: (a) ___
(b) ___.
3. SEC Use Only.
4. Source of Funds: 00
5. Check if disclosure of legal proceedings is required pursuant to
Items 2(d) or 2(e). ___ Yes _X_ No.
6. Citizenship or place of organization: U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH:
7. Sole Voting Power: 920,000
8. Shared Voting Power: 980,000
9. Sole Dispositive Power: 920,000
10. Shared Dispositive Power: 980,000
11. Aggregate amount beneficially owned by each reporting person:
980,000
12. Check box if the aggregate amount in No. 11 above excludes
certain shares:
13. Percent of class represented by amount in No. 11: 71.6%
14. Type of Reporting Person: IN
ITEM 1. SECURITY AND ISSUER. This statement relates to
common stock. The issuer is Chelmsford Capital, Ltd. The address
of the issuer's principal executive offices is 1055 E. Tropicana Ave-
nue, Suite 700, Las Vegas, Nevada 89119.
ITEM 2. IDENTITY AND BACKGROUND. The person filing this
statement is Alan J. Setlin, a U.S. citizen, whose business address is
28460 Avenue Stanford, Valencia, California 91355. Mr. Setlin is
Chairman of Futurenet Online, Inc., which is engaged in the network
marketing business. During the past five years, Mr. Setlin has not
been convicted in a criminal proceeding and has not been a party to a
civil proceeding prohibiting or mandating activities subject to federal
or state securities laws or finding any violation with respect to such
laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION. The consideration for purchase of the shares
was $75,000, paid in the form of execution of two Promissory Notes
which are payable in full not later than December 31, 1997.
ITEM 4. PURPOSE OF TRANSACTION. The purpose of the
transaction was to acquire control of the issuer in order to facilitate an
acquisition transaction pursuant to which the issuer intends to acquire
not less than 80% of the issued and outstanding common stock of
Futurenet Online International, Inc. (FNI). FNI is presently a wholly-
owned subsidiary of Futurenet Online, Inc. of which Mr. Setlin is
Chairman. In conjunction with acquisition of control of the issuer by
Mr. Setlin, all of the previous members of the board of directors
resigned and elected successors designated by Mr. Setlin.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Mr.
Setlin is the beneficial owner of 980,000 shares of common stock of
the issuer, representing approximately 71.6% of its issued and out-
standing common stock. Mr. Setlin is the direct owner and has sole
voting and sole dispositive power with respect to 920,000 shares. An
additional 60,000 shares are owned by his spouse, and he has shared
voting and dispositive power with respect to these shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS
OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER. Pursuant to a separate contract dated October 30, 1997,
Thomas K. Russell, as agent for a specified group of purchasers,
purchased 180,000 shares of common stock of the issuer from a group
15 persons who previously owned such stock. Mr. Russell acted
solely as agent for purposes of facilitating the transaction, and did not
purchase any such shares for his own account. Such shares were
acquired as part of the plan to acquire control of the issuer in order to
facilitate the anticipated acquisition of a controlling interest in
Futurenet Online International, Inc. Mr. Russell was subsequently
designated as a director of the issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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.
Date: November 12, 1997
/s/ Alan J. Setlin
Title: Reporting Person
