SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                                 SCHEDULE l3D/A
                    Under the Securities Exchange Act of 1934
                               (Amendment No. 3)*

                          HOLMES PROTECTION GROUP, INC.
- --------------------------------------------------------------------------------
                                (Name of Issuer)

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

                                    436419105
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                                 (CUSIP Number)
                                                    with a  copy to:
         Stephen Feinberg                           Robert G. Minion, Esq.
         450 Park Avenue                            Lowenstein, Sandler, Kohl,
         28th Floor                                   Fisher & Boylan, P.A.
         New York, New York  10022                  65 Livingston Avenue
         (212) 421-2600                             Roseland, New Jersey  07068
                                                    (201) 992-8700
- --------------------------------------------------------------------------------
                 (Name, Address and Telephone Number of Persons
                Authorized to Receive Notices and Communications)

                                  June 19, 1997
- --------------------------------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)


If the filing person has previously  filed a statement on Schedule l3G to report
the  acquisition  which is the subject of this  Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]

Note: Six copies of this statement, including all exhibits, should be filed with
the  Commission.  See Rule  l3d-1(a) 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
disclosures provided in a prior cover page.

The information required on 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).





________________________________________________________________________________
1)  Names of Reporting Persons (S.S. or I.R.S. Identification Nos. of Above 
    Persons):

                                Stephen Feinberg
________________________________________________________________________________
2)  Check the Appropriate Box if a Member of a Group (See Instructions):
    (a)                  Not
    (b)                  Applicable
________________________________________________________________________________
3)  SEC Use Only

________________________________________________________________________________
4)  Source of Funds (See Instructions):  WC
________________________________________________________________________________
5)  Check if Disclosure of Legal Proceedings is Required Pursuant
    to Items 2(d) or 2(e):                   Not Applicable
________________________________________________________________________________
6)  Citizenship or Place of Organization:            United States
________________________________________________________________________________
    Number of                          7) Sole Voting Power:               *
    Shares Beneficially                8) Shared Voting Power:             *
    Owned by
    Each Reporting                     9) Sole Dispositive Power:          *
    Person With:                      10) Shared Dispositive Power:        *
________________________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting Person:       565,000*
________________________________________________________________________________
12) Check if the Aggregate Amount in Row (11) Excludes
    Certain Shares (See Instructions):          Not Applicable
________________________________________________________________________________
13) Percent of Class Represented by Amount in Row (11):     9.6%*
________________________________________________________________________________
14) Type of Reporting Person (See Instructions):      IA, IN

________________________________________________________________________________
*    125,500  shares  (2.1%) of Holmes  Protection  Group, Inc. common stock are
     owned  by  Cerberus   Partners,   L.P.,  a  Delaware  limited   partnership
     ("Cerberus"). 188,000 shares (3.2%) of Holmes Protection Group, Inc. common
     stock are owned by Cerberus  International,  Ltd., a corporation  organized
     under the laws of the Bahamas  ("International").  31,000  shares (0.5%) of
     Holmes  Protection  Group,  Inc.  common stock are owned by Ultra  Cerberus
     Fund,  Ltd.,  a  corporation  organized  under  the  laws  of  the  Bahamas
     ("Ultra").  Stephen Feinberg  possesses sole voting and investment  control
     over  all  securities  owned  by  Cerberus,  International  and  Ultra.  In
     addition,  220,500 shares (3.8%) of Holmes  Protection  Group,  Inc. common
     stock are owned by various  other  persons and entities  for which  Stephen
     Feinberg  possesses certain  investment  authority.  See Item 5 for further
     information on the computation of percentages set forth herein.




Item 5.  Interest in Securities of the Issuer.

     Based  upon the  quarterly  report of HPGI on Form  10-Q for the  quarterly
period  ended  March  31,  1997,  as of May  13,  1997  there  were  issued  and
outstanding  5,872,537  shares of  common  stock of HPGI.  As of June 19,  1997,
Cerberus  owned  125,500  of  such  shares,   or  2.1%  of  those   outstanding;
International owned 188,000 of such shares, or 3.2% of those outstanding;  Ultra
owned 31,000 of such shares,  or 0.5% of those  outstanding and the Funds in the
aggregate owned 220,500 of such shares,  or 3.8% of those  outstanding.  Stephen
Feinberg  possesses  (i) sole power to vote and direct  the  disposition  of all
shares of common  stock of HPGI  owned by each of  Cerberus,  International  and
Ultra and (ii) power to direct the  disposition of the shares of common stock of
HPGI  owned  by  the  Funds.   The  only   transactions   by  any  of  Cerberus,
International,  Ultra and the Funds in shares of common  stock of HPGI since the
filing of the Schedule 13D  Amendment  No. 2 by Mr.  Feinberg as of May 19, 1997
were the June 19, 1997 purchases of 27,000 shares,  45,000 shares,  5,000 shares
and 33,000 shares by Cerberus, International, Ultra and the Funds, respectively,
each of which were effected in an ordinary  broker's  transaction  at a purchase
price of $13.63 per share.

                                    Signature

     After reasonable inquiry and to the best of the undersigned's knowledge and
belief,  the undersigned hereby certifies that the information set forth in this
statement is true, complete and correct.


                                     June 28, 1997


                                     /s/ Stephen Feinberg
                                     Stephen  Feinberg,  in  his capacity as the
                                     general  partner  of  Cerberus  Associates,
                                     L.P.,   the  general partner  of  Cerberus 
                                     Partners,   L.P.  and   as  the  investment
                                     manager for each of Cerberus International,
                                     Ltd., Ultra Cerberus Fund,  Ltd.  and  the 
                                     Funds

ATTENTION:  INTENTIONAL  MISSTATEMENTS  OR OMISSIONS OF FACT CONSTITUTE  FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).