SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
TPI ENTERPRISES, INC.
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
872623-10-3
(CUSIP Number of Class of Securities)
Stephen R. Cohen
Netspeak Corporation
902 Clint Moore Road
Suite 104
Boca Raton, FL 33487
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 5, 1995
(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 because of Rule 13d-1(b)(3) or
(4), check the following: ( )
Check the following box if a fee is being paid with this
Statement: ( )
SCHEDULE 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Stephen R. Cohen
S.S. # ###-##-####
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(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) ( )
__________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF 645,000
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 645,000
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
0
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
645,000
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
3.1%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
IN
_________________________________________________________________
This Statement amends and supplements the
Schedule 13D filed by Stephen R. Cohen dated November 23,
1987 (the "Original Schedule 13D"), as amended by the
Schedule 13D Amendment No. 1 dated November 30, 1990
("Amendment No. 1"), the Schedule 13D Amendment No. 2
filed by Mr. Cohen and C&C Investment Holdings, L.P.
("C&C") dated March 7, 1991 ("Amendment No. 2"), the
Schedule 13D Amendment No. 3 filed by Mr. Cohen and C&C
dated May 3, 1991 ("Amendment No. 3"), the Schedule 13D
Amendment No. 4 filed by Mr. Cohen and C&C dated May 6,
1992 ("Amendment No. 4"), the Schedule 13D Amendment No.
5 filed by Mr. Cohen and C&C dated August 19, 1993
("Amendment No. 5") the Schedule 13D Amendment No. 6
filed by Mr. Cohen and C&C on May 26, 1994 ("Amendment
No. 6", the Schedule 13D Amendment No. 7 filed by Mr.
Cohen and C&C on February 7, 1995 ("Amendment No. 7") and
the Schedule 13D Amendment No. 8 filed by Mr. Cohen on
March 14, 1995 ("Amendment No. 8 and together with the
Original Schedule 13D, Amendment No. 1, Amendment No. 2,
Amendment No. 3, Amendment No. 4, Amendment No. 5, Amend-
ment No. 6, and Amendment No. 7, the "Schedule 13D"),
relating to the common stock, par value $.01 per share
(the "Shares"), of TPI Enterprises, Inc., a New Jersey
corporation (the "Company"), as set forth in this Amend-
ment No. 8. Capitalized terms not defined herein have
the meanings assigned thereto in the Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND.
The fifth sentence of Item 2 (a)-(c), (f) of
the Schedule 13D is hereby deleted and the following is
substituted therefor:
Mr. Cohen is presently Chairman of the Board and Chief
Executive Officer of Netspeak Corporation. The principal
office and business address of Stephen R. Cohen is
Netspeak Corporation, 902 Clint Moore Road, Suite 104,
Boca Raton, FL 33487.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDER-
ATION.
Item 3 of the Schedule 13D is hereby amended
and restated to read as follows:
Mr. Cohen has the right to acquire 645,000
Shares pursuant to presently exercisable options referred
in Item 5 hereof.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Schedule 13D is hereby amended
and restated as follows:
(a) Mr. Cohen does not currently own any
Shares other than the 645,000 Shares he is deemed to
beneficially own as a result of presently exercisable
stock options which constitutes approximately 3.1% of the
outstanding Shares assuming the exercise of all 645,000
stock options.
(b) Mr. Cohen holds presently exercisable
stock options to purchase 645,000 Shares with respect to
which he would have sole voting and dispositive power
upon the exercise of such stock options.
(c) Between April 3, 1995 and April 5, 1995,
Mr. Cohen sold Shares on the open market as set forth
below:
April 3, 1995, sold 30,000 Shares at $6.00 per Share
April 3, 1995, sold 10,000 Shares at $5.8125 per Share
April 3, 1995, sold 5,000 Shares at $6.125 per Share
April 3, 1995, sold 5,000 Shares at $5.875 per Share
April 3, 1995, sold 5,000 Shares at $5.875 per Share
April 4, 1995, sold 7,500 Shares at $6.0625 per Share
April 4, 1995, sold 2,500 Shares at $6.125 per Share
April 5, 1995, sold 45,000 Shares at $6.1875 per Share
April 5, 1995, sold 20,000 Shares at $6.375 per Share
April 5, 1995, sold 20,000 Shares at $6.1875 per Share
April 5, 1995, sold 5,000 Shares at $6.25 per Share
(e) On April 5, 1995, Mr. Cohen ceased to be
the beneficial owner of more than five percent of the
outstanding Shares.
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.
Dated: May 13, 1996
/s/ Stephen R. Cohen
Stephen R. Cohen
