SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No.1)(1)
Handleman Company
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
410252100
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(CUSIP Number)
December 31, 2002
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[_] Rule 13d-1(b)
[x] Rule 13d-1(c)
[_] Rule 13d-1(d)
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(1) 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 the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 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. 410252100
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Ronald E. Gutfleish
c/o Elm Ridge Capital Management, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_] (b) [x]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
1,976,500
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,976,500
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,976,500
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.65%
12. TYPE OF REPORTING PERSON*
IN
CUSIP No. 410252100
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Elm Ridge Capital Management, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_] (b) [x]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
1,036,900
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,036,900
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,036,900
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.01%
12. TYPE OF REPORTING PERSON*
CO
CUSIP No. 410252100
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Elm Ridge Value Advisors, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_] (b) [x]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
939,600
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
939,600
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
939,600
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.64%
12. TYPE OF REPORTING PERSON*
CO
CUSIP No. 410252100
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Item 1(a). Name of Issuer:
Handleman Company (HDL)
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Item 1(b). Address of Issuer's Principal Executive Offices:
500 Kirts Blvd.
Troy, MI 48084-4142
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Item 2(a) - (c). Name, Principal Business Address, and Citizenship of Persons
Filing:
Ronald E. Gutfleish - United States Citizen
Elm Ridge Capital Management, LLC - Delaware Limited Liability
Company
Elm Ridge Value Advisors, LLC - Delaware Limited Liability Company
747 Third Avenue, 33rd Floor
New York, NY 10017
Item 2(d). Title of Class of Securities:
Common Stock, par value, $.01 per share
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Item 2(e). CUSIP Number:
410252100
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Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), Check Whether the Person Filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Exchange
Act.
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [_] Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d) [_] Investment company registered under Section 8 of the Investment
Company Act.
(e) [_] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
Ronald E. Gutfleish 1,976,500 shares
Elm Ridge Capital Management, LLC 1,036,900 shares
Elm Ridge Value Advisors, LLC 939,600 shares
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(b) Percent of class:
Ronald E. Gutfleish 7.65%
Elm Ridge Capital Management, LLC 4.01%
Elm Ridge Value Advisors, LLC 3.64%
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(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
Ronald E. Gutfleish 0 shares
Elm Ridge Capital Management, LLC 0 shares
Elm Ridge Value Advisors, LLC 0 shares
---------------------,
(ii) Shared power to vote or to direct the vote
Ronald E. Gutfleish 1,976,500 shares
Elm Ridge Capital Management, LLC 1,036,900 shares
Elm Ridge Value Advisors, LLC 939,600 shares
---------------------,
(iii) Sole power to dispose or to direct the
disposition of
Ronald E. Gutfleish 0 shares
Elm Ridge Capital Management, LLC 0 shares
Elm Ridge Value Advisors, LLC 0 shares
---------------------,
(iv) Shared power to dispose or to direct the
disposition of
Ronald E. Gutfleish 1,976,500 shares
Elm Ridge Capital Management, LLC 1,036,900 shares
Elm Ridge Value Advisors, LLC 939,600 shares
---------------------.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities check the following [X].
Elm Ridge Capital Management, LLC
Elm Ridge Value Advisors, LLC
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Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
N/A
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Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company or Control
Person.
If a parent holding company or Control person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company or control person has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.
N/A
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Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) and attach an exhibit stating the identity and Item
3 classification of each member of the group. If a group has filed this schedule
pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
N/A
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Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.
N/A
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Item 10. Certifications.
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 the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having such 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.
February 13, 2003
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(Date)
ELM RIDGE CAPITAL MANAGEMENT, LLC
By: /s/ Ronald E. Gutfleish
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Ronald E. Gutfleish,
Managing Member
ELM RIDGE VALUE ADVISORS, LLC
By: /s/ Ronald E. Gutfleish
--------------------------------
Ronald E. Gutfleish,
Managing Member
/s/ Ronald E. Gutfleish
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Ronald E. Gutfleish
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13G Amendment No. 1 dated
February 13, 2003 relating to the $.01 par value Common Stock of Handleman
Company shall be filed on behalf of the undersigned.
ELM RIDGE CAPITAL MANAGEMENT, LLC
By: /s/ Ronald E. Gutfleish
--------------------------------
Ronald E. Gutfleish,
Managing Member
ELM RIDGE VALUE ADVISORS, LLC
By: /s/ Ronald E. Gutfleish
--------------------------------
Ronald E. Gutfleish,
Managing Member
/s/ Ronald E. Gutfleish
--------------------------------
Ronald E. Gutfleish
03563.0004 #384255