TALLEY INDUSTRIES INC
SC 13D/A, 1995-02-15
ENGINEERING SERVICES
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CUSIP No.     874687106                          Page 1 of 6

1.  NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
    Saad. A. Alissa

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:        
(a) / /
                                                        (b) / / 

3   SEC USE ONLY


4.  SOURCE OF FUNDS:
    PF

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:
    Kingdom of Saudi Arabia

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 
WITH:

7.  SOLE VOTING POWER


8.  SHARED VOTING POWER
    903,700

9.  SOLE DISPOSITIVE POWER


10. SHARED DISPOSITIVE POWER
    903,700

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING  PERSON
:
    903,700

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES 
CERTAIN
    SHARES:                                  / /      

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
    8.99%

14. TYPE OF REPORTING PERSON:
    IN
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CUSIP No.  874687106                          Page 2 of 6

1.    NAME OF REPORTING PERSON
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
      Abdullatif Ali Alissa Est.

2.    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:   
  (a) / /
                                                          
(b) / /

3     SEC USE ONLY


4.    SOURCE OF FUNDS:
      OO

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:
      Kingdom of Saudi Arabia

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 
WITH:

7.    SOLE VOTING POWER


8.    SHARED VOTING POWER
      680,100

9.    SOLE DISPOSITIVE POWER


10.   SHARED DISPOSITIVE POWER
      680,100

11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING 
PERSON:
      680,100

12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES 
CERTAIN SHARES:
                                              / /

13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
      6.77%

14.   TYPE OF REPORTING PERSON:
      OO
<PAGE>
<PAGE>
CUSIP No.  874687106                          Page 3 of 6

1.    NAME OF REPORTING PERSON
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
      Financial Investors Limited

2.    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:   
  (a) / /
                                                          
(b) / /

3     SEC USE ONLY


4.    SOURCE OF FUNDS:
      OO

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:
      Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 
WITH:

7.    SOLE VOTING POWER


8.    SHARED VOTING POWER
      680,100

9.    SOLE DISPOSITIVE POWER


10.   SHARED DISPOSITIVE POWER
      680,100

11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING 
PERSON:
      680,100

12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES 
CERTAIN SHARES:
                                              / /

13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
      6.77%

14.   TYPE OF REPORTING PERSON:
      OO
<PAGE>
<PAGE>
CUSIP No.  874687106                          Page 4 of 6

1.    NAME OF REPORTING PERSON
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
      General Investors Limited

2.    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:   
  (a) / /
                                                          
(b) / /

3     SEC USE ONLY


4.    SOURCE OF FUNDS:
      OO

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:
      Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 
WITH:

7.    SOLE VOTING POWER


8.    SHARED VOTING POWER
      223,600

9.    SOLE DISPOSITIVE POWER


10.   SHARED DISPOSITIVE POWER
      223,600

11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING 
PERSON:
      223,600

12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES 
CERTAIN SHARES:
                                              / /

13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
      2.23%

14.   TYPE OF REPORTING PERSON:
      OO

<PAGE>
<PAGE>
                                              Page 5 of 6


SCHEDULE 13D
(Amendment No. 3)


      NOTE:  For convenience, Abdullatif Ali Alissa Est. (the
/Establishment/), Mr. Alissa, General Investors Limited (/GIL/)
and Financial Investors Limited (/FIL/) are sometimes
collectively referred to as the /Filing Persons./  All
capitalized terms used in this Amendment No. 4 and not defined
herein shall have the same meaning as in the statement of Saad A.
Alissa on Schedule 13D dated August 31, 1994, Amendment No. 1
dated October 19, 1994, Amendment No. 2 dated November 18, 1994
and Amendment No. 3 dated February 3, 1995.  Except as expressly
stated below, there have been no material changes in the
information contained in such Schedule 13D, as amended.

Item 4.    Purpose of Transaction

      Mr. Alissa, for personal reasons, postponed his previously
announced meeting with management of the Company in late February
1995, to discuss enhancing shareholder value for the benefit of
all shareholders of the Company.  Mr. Alissa anticipates that a
new meeting will be scheduled at a presently undetermined date in
the near future.
<PAGE>
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                                                   Page 6 of 6

SIGNATURES


      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.




                                    ABDULLATIF ALI ALISSA EST.


Dated: February 15, 1995        By: /s/ Saad A. Alissa        
                                    Saad A. Alissa, President



Dated: February 15, 1995            /s/ Saad A. Alissa         
                                    Saad A. Alissa



                                    FINANCIAL INVESTORS LIMITED


Dated: February 15, 1995        By: /s/ Saad A. Alissa        
                                    Saad A. Alissa, Secretary



                                    GENERAL INVESTORS LIMITED


Dated: February 15, 1995        By: /s/ Saad A. Alissa        
                                    Saad A. Alissa, Secretary




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