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
------------------------------------------------------------------------------
                               (Name of Issuer)


                    Common Stock, par value $.01 per share
------------------------------------------------------------------------------
                        (Title of Class of Securities)


                                  410252100
------------------------------------------------------------------------------
                                (CUSIP Number)


                                 May 16, 2003
------------------------------------------------------------------------------
            (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)


----------
(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
          ---------


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

     1,564,900

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     1,564,900

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     1,564,900 (1)

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

                                                                          [_]
11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     6.09%

12.  TYPE OF REPORTING PERSON*

     IN


---------
(1)  The  Reporting  Person is the  managing  member of two limited  liability
     companies  which each manage one or more  private  investment  funds that
     hold the Issuer's shares.





CUSIP No. 410252100
          ---------


Item 1(a).  Name of Issuer:


            Handleman Company (HDL)
            ------------------------------------------------------------------

Item 1(b).  Address of Issuer's Principal Executive Offices:


            500 Kirts Blvd.
            Troy, MI  48084-4142
            ------------------------------------------------------------------


Item 2(a) - (c). Name,  Principal Business Address, and Citizenship of Persons
Filing:

            Ronald E. Gutfleish - United States Citizen
            747 Third Avenue, 33rd Floor
            New York, NY  10017


Item 2(d).  Title of Class of Securities:


            Common Stock, par value, $.01 per share
            ------------------------------------------------------------------

Item 2(e).  CUSIP Number:


            410252100
            ------------------------------------------------------------------


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                  1,564,900 shares
            ------------------------------------------------------------------

     (b)    Percent of class:

            Ronald E. Gutfleish                   6.09%
            ------------------------------------------------------------------

     (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

                      --------------------------------------------------------


          (ii)  Shared power to vote or to direct the vote

                       Ronald E. Gutfleish                1,564,900 shares

                      --------------------------------------------------------


          (iii) Sole power to dispose or to direct the
                disposition of

                           Ronald E. Gutfleish            0 shares

                      --------------------------------------------------------


          (iv)  Shared power to dispose or to direct the
                disposition of

                           Ronald E. Gutfleish            1,564,900 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 [ ].



            ------------------------------------------------------------------


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
            ------------------------------------------------------------------

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
            ------------------------------------------------------------------


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
            ------------------------------------------------------------------


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
            ------------------------------------------------------------------

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.


                                                    May 19, 2003
                                        ----------------------------------------
                                                        (Date)


                                               /s/ Ronald E. Gutfleish*
                                        ----------------------------------------
                                               Ronald E. Gutfleish





---------
*    The reporting person hereby disclaims beneficial ownership over the
     shares reported on this 13G to the extent of his pecuniary interest
     therein.



03563.0002 #405344