SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 8)
Under the Securities Exchange Act of 1934
TALLEY INDUSTRIES, INC.
_______________________
(Name of Issuer)
COMMON STOCK
_____________
(Title of Class of Securities)
874687106
__________
(CUSIP Number)
David J. Levenson, Esq.
Venable, Baetjer, Howard & Civiletti, LLP
1201 New York Avenue, N.W., Suite 1000
Washington, DC 20005
(202) 962-4831
______________
(Name, Address and Telephone Number
of Person Authorized to Receive Notices
and Communications)
Voluntary Filing - Not Applicable
_________________
(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 / /.
Check the following box if a fee is being paid with the statement
/ /.
Page 1 of 7 Pages
<PAGE>
CUSIP No. 874687106 Page 2 of 7
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) /X/
(b) / /
3 SEC USE ONLY
4. SOURCE OF FUNDS:
N/A
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
1,121,000
9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
1,121,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,121,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
7.97%
14. TYPE OF REPORTING PERSON:
IN
<PAGE>
CUSIP No. 874687106 Page 3 of 7
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) /X/
(b) / /
3 SEC USE ONLY
4. SOURCE OF FUNDS:
N/A
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
721,100
9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
721,100
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
721,100
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
5.12%
14. TYPE OF REPORTING PERSON:
OO
CUSIP No. 874687106 Page 4 of 7
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) /X/
(b) / /
3 SEC USE ONLY
4. SOURCE OF FUNDS:
N/A
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
721,100
9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
721,100
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
721,100
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
5.12%
14. TYPE OF REPORTING PERSON:
OO
<PAGE>
CUSIP No. 874687106 Page 5 of 7
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) /X/
(b) / /
3 SEC USE ONLY
4. SOURCE OF FUNDS:
N/A
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
365,900
9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
365,900
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
365,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
2.60%
14. TYPE OF REPORTING PERSON:
OO
<PAGE>
CUSIP No. 874687106 Page 6 of 7
SCHEDULE 13D
(Amendment No. 8)
NOTE: For convenience, Abdullatif Ali Alissa Est. (the
"Establishment"), Mr. Saad A. 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. 8 and not defined
herein shall have the same meaning as in the statement of Saad A.
Alissa on Schedule 13D dated August 31, 1994, as amended through
the date hereof. Except as expressly stated below, there have
been no material changes in the information contained in such
Schedule 13D, as amended.
Item 5. Interest in Securities of the Issuer
The following table sets forth information with respect to
all other transactions effected by and on behalf of the Filing
Persons since the last transaction reported in the last amendment
(Amendment No. 7) to this Schedule 13D.
<TABLE>
<CAPTION>
Trade Number Price
Date of Shares Type of Transaction
Per Share
_______ _________ ___________________
_________
<C> <C> <C> <C>
7/10/96 3,200 Open Market Purchase 8.25
7/11/96 10,000 Open Market Purchase 8.50
7/11/96 10,000 Open Market Purchase 8.25
7/12/96 3,200 Open Market Purchase 8.125
7/12/96 3,200 Open Market Purchase 8.125
7/15/96 1,800 Open Market Purchase 8.125
7/15/96 1,800 Open Market Purchase 8.125
7/16/96 10,000 Open Market Purchase 7.625
7/16/96 10,000 Open Market Purchase 7.75
7/18/96 5,000 Open Market Purchase 8.00
7/22/96 3,000 Open Market Purchase 8.00
7/23/96 3,500 Open Market Purchase 7.75
7/23/96 1,500 Open Market Purchase 7.625
7/25/96 5,000 Open Market Purchase 7.50
7/26/96 4,000 Open Market Purchase 7.50
7/26/96 4,000 Open Market Purchase 7.50
8/14/96 12,000 Open Market Purchase 7.875
8/16/96 3,000 Open Market Purchase 7.75
8/30/96 10,000 Open Market Purchase 7.75
8/30/96 10,000 Open Market Purchase 7.625
9/2/96 10,000 Open Market Purchase 7.75
9/16/96 4,000 Open Market Purchase 7.50
</TABLE>
<PAGE>
CUSIP No. 874687106 Page 7 of 7
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: October __, 1996 By: /s/ Saad A. Alissa
___________________________
Saad A. Alissa
Dated: October __, 1996 /s/ Saad A. Alissa
___________________________
Saad A. Alissa
FINANCIAL INVESTORS LIMITED
Dated: October __, 1996 By: /s/ Saad A. Alissa
__________________________
Saad A. Alissa, Secretary
GENERAL INVESTORS LIMITED
Dated: October __, 1996 By: /s/ Saad A. Alissa
__________________________
Saad A. Alissa, Secretary
