UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Alternate Marketing Networks, Inc.(formerly, Alternate Postal Delivery, Inc.)
______________________________________________________________________________
(Name of Issuer)
Common Stock, no par value
______________________________________________________________________________
(Title of Class of Securities)
02145P-10-6
______________________________________________________________________________
(CUSIP Number)
Check the appropriate box to indicate the rule pursuant to which this Schedule
is filed:
___ Rule 13d-1(b)
___ Rule 13d-1(c)
_X_ Rule 13d-1(d)
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 proved in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purposes 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. 02145P-10-6
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Stan Henry
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ___
(b) _x_
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER 462,897
6. SHARED VOTING POWER 353,196
7. SOLE DISPOSITIVE POWER 462,897
8. SHARED DISPOSITIVE POWER 353,196
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
816,093
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
21.0%
12. TYPE OF REPORTING PERSON
IN
CUSIP No. 02145P-10-6
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Dara Henry
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ___
(b) _x_
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER 0
6. SHARED VOTING POWER 176,598
7. SOLE DISPOSITIVE POWER 0
8. SHARED DISPOSITIVE POWER 176,598
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
176,598
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.6%
12. TYPE OF REPORTING PERSON
IN
CUSIP No. 02145P-10-6
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Stuart Henry
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ___
(b) _x_
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER 0
6. SHARED VOTING POWER 176,598
7. SOLE DISPOSITIVE POWER 0
8. SHARED DISPOSITIVE POWER 176,598
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
176,598
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.6%
12. TYPE OF REPORTING PERSON
IN
SCHEDULE 13G/A
Item 1.
(a) Name of Issuer
Alternate Marketing Networks, Inc.
(formerly, Alternate Postal Delivery, Inc.)
(b) Address of Issuer's Principal Executive Offices
One Ionia S.W., Suite 300
Grand Rapids, MI 49503
Item 2.
(a) Name of Persons Filing
Stan Henry, Dara Henry, Stuart Henry
(b) Address of Principal Business Office or, if none, Residence
425 Smith Street
Farmingdale, NY 11735
(c) Citizenship
U.S.A.
(d) Title of Class of Securities
Common Stock, no par value
(e) CUSIP Number*
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
Not Applicable.
_________________________________
*Incorporated by reference to cover page.
Item 4. Ownership
(a) Amount Beneficially Owned*
(b) Percent of Class*
(c) Number of shares as to which such person has:*
(i) sole power to vote or direct the vote
(ii) shared power to vote or to direct the vote
(iii) sole power to dispose or to direct the disposition of
(iv) shared power to dispose or to direct the disposition
of
The percentage ownership of the reporting persons as of 12/31/98
is based upon 3,873,727 shares of common stock of Alternate
Marketing Networks, Inc. outstanding as of such date, plus, in
the case of Stan Henry, 12,500 shares which he may acquire
pursuant to exercise of options. The 462,897 share for which
Stan Henry claims sole dispositive and voting power include
211,795 shares subject to purchase options held by other persons.
Such option holders also may be deemed beneficial owners of such
211,795 shares.
Item 5. Ownership of Five Percent or Less of a Class
Dara Henry and Stuart Henry each now own less that 5%.
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
________________________________
*Incorporated by reference to cover page
Item 8. Identification and Classification of Members of the Group
Stan Henry is the father of Dara and Stuart Henry. Stan Henry
may influence the voting and/or disposition of the shares held of
record by Dara Henry and Stuart Henry and, accordingly, his
reported beneficial ownership includes their shares.
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
The following certification shall be included if the statement
is filed pursuant to Rule 13d-1(c):
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as
a participant in any such transaction having that purpose or
effect.
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.
2/3/99 /s/ Stan Henry
2/3/99 /s/ Dara Henry
2/3/99 /s/ Stuart Henry
