United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Name of Issuer: Sun City Industries, Inc.
Title of Class of Securities: Common Stock, par value of $.10 per share
CUSIP Number: 866665102
Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications:
Douglas T. Granat, 155 Pfingsten Road, Suite 360, Deerfield, Illinois 60015
847-405-9700
Date of Event which Requires Filing of this Statement:
November 12, 1997
CUSIP No. 866665102
Page 2 of 4 Pages
1. Name of Reporting Person Trigran Investments, L.P.
IRS No. 36-3778244
2. Check the appropriate box if a member of a group (a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
N/A
6. Citizenship or Place of Organization Illinois
7. Sole Voting Power See Item 5(b)
8. Shared Voting Power See Item 5(b)
9. Sole Dispositive Power See Item 5(b)
10. Shared Dispositive Power See Item 5(b)
11. Aggregate Amount Beneficially Owned by Each Reporting Person 108,038
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11) 7.2%
14. Type of Reporting Person PN
CUSIP No. 866665102
Page 3 of 4 Pages
Item 1. Security and Issuer
Common Stock, par value $.10 per share
Sun City Industries, Inc. (the "Issuer")
5545 N.W. 35 Avenue
Ft. Lauderdale, FL 33309
Except as expressly stated below, there have been no material changes
in the facts and statements set forth in Schedule 13D, filed March 11,
1994, as amended by Amendment No. 1, filed March 28, 1994, with respect
to the Common Stock, par value $.10 per share, of Sun City Industries,
Inc.. (Where no material change has occurred with respect to items 2-8,
inclusive, or a part thereof, of the Schedule 13D, such particular
item or respective part thereof is omitted from this Amendment No. 2).
Item 5. Interest in Securities of the Issuer
(a) The aggregate number and percentage of the common stock of
the Issuer beneficially owned by the Reporting Person as of the date of
this filing is (i) 46,500 shares of common stock and (ii) $200,000 of
Senior Convertible Subordinated Debentures presently convertible into
61,538 shares of common stock, for an aggregate of 108,038 shares of
common stock. The percentage of common stock of the Issuer beneficially
owned by the Reporting Person as of the date of this filing is 7.2%.
(b) The Reporting Person and Trigran Investments, Inc., in its
capacity as general partner of the Reporting Person, each have sole
power to vote and sole power to dispose of the securities listed in (a)
above.
Each of the principals of Trigran Investments, Inc. have
shared power to vote and shared power to dispose of the securities
listed in (a) above.
(c) The following transactions were effected in the securities
of the Issuer during the sixty (60) days preceding the date hereof:
Date Sold Number of Shares Price
11/12/97 2,800 1.27
11/13/97 5,800 1.15
These sales were open market transactions executed on the NASDAQ
National Market System.
(d) Not applicable
(e) Not applicable
The Reporting Person should have filed an amended Schedule
13D subsequent to the last filing date, when 3,500 common shares were
sold. However, no amendment was filed due to the Reporting
Person erroneously computing its percentage of common stock beneficially
owned. Because of a computer error, the 61,538 shares of common stock
which can be converted from the Senior Convertible Subordinated Debentures
were, in error, not included in the total common shares outstanding. This
overstated the percentage of common stock of the Issuer beneficially owned.
The beneficial ownership percentage as originally computed, in error, was
8.1%. Had the convertible common shares been correctly included in the
total common shares outstanding, the percentage of common stock of the
Issuer beneficially owned would have been 7.7%. The error has been
corrected and all filings in the future will be correct.
********************
CUSIP No. 866665102
Page 4 of 4 Pages
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.
Dated: November 18, 1997
TRIGRAN INVESTMENTS, L.P., an Illinois limited partnership
By: Trigran Investments, Inc., general partner
By: /s/ Douglas Granat, President
