1

		SECURITIES AND EXCHANGE COMMISSION
			      Washington, D.C. 20549

				 SCHEDULE 13G


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




		     CLASSICA GROUP INC       (tcgi)
		   -----------------------------------------
			       (Name of Issuer)


			    Common Stock
		   -----------------------------------------
		     (Title of Class of Securities)

				 18273M103
		   -----------------------------------------
			     (CUSIP Number)





Check the following box if a fee is being paid with this
statement [ ]. (A fee is not required only if the filing
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the
class of securities described in Item 1; and (2) has
no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such
class.)  (See Rule 13d-7.)

*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).


			(Continued on following page(s))


CUSIP NO. 18273M103            13G


1    NAME OF REPORTING PERSON
     S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

      Kennedy Capital Management, Inc.    Tax ID #43-1225960


2    CHECK THE APPROPRIATE BOX IF A MEMBER
      OF A GROUP*


		  (a) [      ]
		  (b) [  X ]



3    SEC USE ONLY



4    CITIZENSHIP OR PLACE OF ORGANIZATION

       Missouri Corporation

			 5    SOLE VOTING POWER

						   0.0%


   NUMBER OF        6    SHARED VOTING POWER
    SHARES
 BENEFICIALLY                     None
   OWNED BY
     EACH
   REPORTING        7    SOLE DISPOSITIVE POWER
    PERSON
     WITH                                          0.0%


		    8    SHARED DISPOSITIVE POWER

					None


9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY
       EACH REPORTING PERSON

	      shares



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



11   PERCENT OF CLASS REPRESENTED BY AMOUNT
       IN ROW 9

	    0.0%


  12   TYPE OF REPORTING PERSON*

	    IA





		SECURITIES AND EXCHANGE COMMISSION

			     Washington, D.C. 10549

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

		SCHEDULE 13G UNDER THE SECURITIES

			   EXCHANGE ACT OF 1934

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



Item 1.    (a).  Name of Issuer:

		      CLASSICA GROUP INC

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

		1835 Swarthmore Avenue
		Lakewood, NJ  08701


Item 2.    (a).  Name of Person Filing:

		      Kennedy Capital Management, Inc.


	      (b).  Address of Principal Business Office:

		   10829 Olive Blvd.
		    St. Louis, MO  63141


	      (c).    Citizenship:

		       Missouri Corporation


	     (d).    Title of Class of Securities:

		      Common Stock

	     (e).    CUSIP Number:

		      18273M103


Item 3.         This statement is filed pursuant to Rule
		13D-1(B)(ii)(G).  The entity filing is an
		Investment Adviser registered under
		section 203 of the Investment Advisers
		Act of 1940.


Item 4.            Ownership.


	   (a).    Amount Beneficially Owned

		       shares


	   (b).    Percent of Class:

		     0.0%


	   (c).    Number of Shares as to which such entity has:

	      (i)  sole power to vote or to direct the
		 vote  shares


	      (ii)  shared power to vote or to direct
		 the vote     None


	      (iii)  sole power to dispose or to direct
		 the disposition of  shares


	      (iv)  shared power to dispose or to direct
		  the disposition of      None



Item 5.            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 ]



Item 6.             Ownership of More Than Five Percent on
		    Behalf of Another Person:



Item 7.            Identification and Classification of
		   Subsidiaries which Acquired the Security
		   Being Reported on by the Parent Holding
		   Company:



Item 8.            Identification and Classification of Members
		   of the Group:



Item 9.             Notice of Dissolution of Group:



Item 10.           Certification:

		By signing below I certify that, to the best of
		my knowledge and belief, the securities referred
		to above were acquired in the ordinary course of
		business and were not acquired for the purpose
		of and do not have the effect of changing or
		influencing the control of the issuer of such
		securities and were not acquired 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.



			By:  Charles Schweizer
			----------------------------
			    Title: President


Dated: 2/9/2000