SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                              SCHEDULE 13D/A

                 Under the Securities Exchange Act of 1934
                            (Amendment No. 3 )*

                             PACER TECHNOLOGY
                             (NAME OF ISSUER)

                        COMMON STOCK, NO PAR VALUE
                      (TITLE OF CLASS OF SECURITIES)

                                 693905101
                              (CUSIP NUMBER)

                            WILLIAM B. MASTERS
                         JONES, WALKER, WAECHTER,
                    POITEVENT, CARRERE & DENEGRE, L.L.P.
                          201 ST. CHARLES AVENUE
                           NEW ORLEANS, LA 70170
                              (504) 582-8000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
                            AND COMMUNICATIONS)

                             FEBRUARY 8, 2000
          (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  that  is  the  subject of this Schedule 13D, and is
filing  this  schedule  because  of  Section  240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [ ].

NOTE:  Schedules  filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits.  See  Section 240.13d-
7(b) for other parties to whom copies are to be sent.

*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 ("Act") 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.:  693905101

     1)   Names of Reporting Persons... Talisman Capital Opportunity Fund Ltd.
          I.R.S. Identification Nos. of Above Persons (entities only)...

     2)   Check   the   Appropriate  Box  if  a  Member  of  a  Group  (See
          Instructions)
          (a)...........................................................     __
          (b)...........................................................     __

     3)   SEC Use Only..................................................

     4)   Source of Funds (See Instructions)............................     OO

     5)   Check  if Disclosure of Legal Proceedings is Required Pursuant
          to Items 2(d) or 2(e).........................................     __

     6)   Citizenship or Place of Organization.......... British Virgin Islands

 Number of     (7)  Sole Voting Power...................................      0
  Shares
Bene-
 ficially      (8)  Shared Voting Power................................ 990,000
 Owned by
   Each
Reporting      (9)  Sole Dispositive Power..............................      0
  Person
   With
               (10)  Shared Dispositive Power.......................... 990,000


     11)  Aggregate Amount Beneficially Owned by Each
          Reporting Person............................................. 990,000

     12)  Check if the Aggregate Amount in Row (11)
          Excludes Certain Shares (See Instructions)....................     __

     13)  Percent of Class Represented by Amount
          in Row 11.....................................................  5.88%

     14)  Type of Reporting Person (See Instructions)...................     CO








CUSIP No.:  693905101

     1)   Names of Reporting Persons........  Talisman Capital Opportunity Inc.
          I.R.S. Identification Nos. of Above Persons (entities only)...
     2)   Check the Appropriate Box if a Member of a Group (See
          Instructions)
          (a)...........................................................     __
          (b)...........................................................     __

     3)   SEC Use Only..................................................

     4)   Source of Funds (See Instructions)............................     OO

     5)   Check  if Disclosure of Legal Proceedings is Required Pursuant
          to Items 2(d) or 2(e).........................................     __

     6)   Citizenship or Place of Organization ....................... Delaware

 Number of     (7)  Sole Voting Power...................................      0
  Shares
   Bene-
 ficially      (8)  Shared Voting Power............................. 990,000(1)
 Owned by
   Each        (9)  Sole Dispositive Power..............................      0
Reporting
  Person
   With        (10)  Shared Dispositive Power....................... 990,000(1)

     11)  Aggregate Amount Beneficially Owned by Each
          Reporting Person.......................................... 990,000(1)

     12)  Check if the Aggregate Amount in Row (11)
          Excludes Certain Shares (See Instructions)....................     __

     13)  Percent of Class Represented by Amount
          in Row 11.....................................................  5.88%

     14)  Type of Reporting Person (See Instructions)...................     CO





CUSIP No.:  693905101

     1)   Names of Reporting Persons........................ Geoffrey Tirman(2)
          I.R.S. Identification Nos. of Above Persons (entities only)...

     2)   Check the Appropriate Box if a Member of a Group (See
          Instructions)
          (a)...........................................................     __
          (b)...........................................................     __

     3)   SEC Use Only..................................................

     4)   Source of Funds (See Instructions)............................     OO

     5)   Check if Disclosure of Legal Proceedings is Required Pursuant
          to Items 2(d) or 2(e).........................................     __

     6)   Citizenship or Place of Organization................... United States

 Number of     (7)  Sole Voting Power...................................      0
  Shares
Bene-
 ficially      (8)  Shared Voting Power........................... 1,000,000(2)
 Owned by
Each
Reporting      (9)  Sole Dispositive Power..............................      0
  Person
   With
               (10)  Shared Dispositive Power..................... 1,000,000(2)

     11)  Aggregate Amount Beneficially Owned by Each
          Reporting Person........................................ 1,000,000(2)

     12)  Check if the Aggregate Amount in Row (11)
          Excludes Certain Shares (See Instructions)....................     __

     13)  Percent of Class Represented by Amount in Row 11..............  5.93%

     14)  Type of Reporting Person (See Instructions)...................     IN





(1)  Solely in its capacity as the investment manager of Talisman Capital
     Opportunity Fund Ltd.

(2)  With  respect to 990,000 shares of Common Stock, solely in his capacity
     as the  sole stockholder of Talisman Capital Opportunity Inc., and with
     respect to 10,000 shares of Common Stock, solely in his capacity of the
     trustee  of  the  Tirman's Children's Trust u/a dated September 9, 1997
     (the "Tirman Trust").

               AMENDMENT NO. 3 TO STATEMENT ON SCHEDULE 13D

     This  statement  amends  Item 5 of the Statement on Schedule 13D filed
with the Securities and Exchange Commission (the "Commission") on April 26,
1999, as amended by amendments  filed  with  the  Commission on October 29,
1999 and December 27, 1999 (the "Statement") relating  to  Shares of common
stock,  no  par  value  (the  "Common  Stock")  of  Pacer  Technology  (the
"Issuer").  Unless otherwise indicated, all defined terms used herein shall
have the same meanings respectively assigned to them in the Statement.

ITEM 5.   INTEREST IN SECURITIES OF THE ISSUER.

     Item 5 is hereby amended and restated in its entirety as follows:

     (a) and (b) Based upon the information contained in the  Issuer's Form
10-Q  for  the  fiscal  quarter  ended  September 30, 1999, filed with  the
Commission  on  November 12, 1999, as of September  30,  1999,  there  were
16,838,975 shares of Common Stock issued and outstanding, and the Reporting
Persons have used  this  number  to  determine  their individual percentage
interests in the Issuer's Common Stock.

     Because  the  Investment Manager is the sole investment  manager  with
regard to Talisman's  assets,  the  Investment  Manager  may  be  deemed to
beneficially own the shares of Common Stock beneficially owned by Talisman.
Because  Geoffrey Tirman is the sole stockholder of the Investment Manager,
he may be  deemed  to  beneficially  own  the shares of Common Stock deemed
beneficially owned by the Investment Manager.  Because he is the trustee of
the  assets  of  the  Tirman  Trust,  Geoffrey  Tirman  may  be  deemed  to
beneficially  own the shares of Common Stock owned  by  the  Tirman  Trust.
Geoffrey Tirman and the Investment Manager disclaim beneficial ownership of
the Common Stock  beneficially  owned  by  Talisman except to the extent of
their actual individual pecuniary interest therein.

     The aggregate number of shares of Common  Stock  that  the  Investment
Manager  and  Talisman  may  be deemed to own is 990,000, which constitutes
5.88% of the outstanding shares  of  Common Stock, and the aggregate number
of shares of Common Stock that Geoffrey  Tirman  may  be  deemed  to own is
1,000,000,  which  constitutes  5.93%  of  the outstanding shares of Common
Stock.

     The Investment Manager, as the manager of the assets of  Talisman, has
the  right  to  direct  the  vote  of   and dispose  of  the  Common  Stock
beneficially owned by Talisman.  Geoffrey  Tirman,  as the sole stockholder
of the Investment Manager, has the right to direct the  vote of and dispose
of  the  Common Stock deemed beneficially owned by the Investment  Manager.
Geoffrey Tirman,  as the trustee of the assets of the Tirman Trust, has the
right to direct the  vote  and  dispose  of  the  Common Stock owned by the
Tirman Trust.

     (c)  Following is a list of the transactions by  the Reporting Persons
in Common Stock within the past sixty days:

REPORTING PERSON DATE         TRANSACTION    NO. OF SHARES      PRICE/SHARE
Talisman       01/18/00       Sale             35,300                 $1.03
               01/19/00       Sale              5,200                 $1.03
               01/19/00       Sale             23,300                 $1.03
               01/20/00       Sale             11,500                 $1.00
               01/21/00       Sale             10,000                 $1.00
               01/24/00       Sale             24,500                 $1.00
               01/25/00       Sale              5,000                 $1.00
               01/26/00       Sale             70,000                 $1.00
               01/27/00       Sale             40,500                 $1.00
               01/28/00       Sale              8,500                 $1.00
               02/02/00       Sale              1,900                 $1.00
               02/03/00       Sale              3,000                 $1.00
               02/04/00       Sale             52,300                 $1.02
               02/07/00       Sale             55,000                 $1.03
               02/08/00       Sale             34,300                 $1.03

     (d)  Each of the Reporting Persons affirms that no  person  other than
such  Reporting Person has the right to receive or the power to direct  the
receipt  of  dividends  from,  or the proceeds from the sale of, the shares
owned by such Reporting Person.

     (e)  Not applicable.



                                 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.

Date:  February 9, 2000  TALISMAN CAPITAL OPPORTUNITY FUND LTD.

                              By: TALISMAN CAPITAL OPPORTUNITY INC.


                                 By: /S/ GEOFFREY TIRMAN
                                     Name: Geoffrey Tirman
                                     Title: Chief Executive Officer


                              TALISMAN CAPITAL OPPORTUNITY INC.


                              By: /S/ GEOFFREY TIRMAN
                              Name:      Geoffrey Tirman
                              Title: Chief Executive Officer


                              /S/ GEOFFREY TIRMAN
                              GEOFFREY TIRMAN