SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                                 SCHEDULE l3D/A
                    Under the Securities Exchange Act of 1934
                               (Amendment No. 4)*

                          HOLMES PROTECTION GROUP, INC.
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                                (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
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                 (Name, Address and Telephone Number of Persons
                Authorized to Receive Notices and Communications)

                                 August 20, 1997
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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
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2) Check the Appropriate Box if a Member of a Group (See Instructions): 
(a) Not
(b) Applicable

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3)  SEC Use Only

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4)  Source of Funds (See Instructions):  WC

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5)  Check if Disclosure of Legal Proceedings is Required Pursuant
       to Items 2(d) or 2(e):                   Not Applicable

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6)  Citizenship or Place of Organization:            United States

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   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:   *

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11) Aggregate Amount Beneficially Owned by Each Reporting Person: 744,166*

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12) Check if the Aggregate Amount in Row (11) Excludes
    Certain Shares (See Instructions):          Not Applicable

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13) Percent of Class Represented by Amount in Row (11): 11.8%*

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14) Type of Reporting Person (See Instructions): IA, IN

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* 185,500 shares (2.9%) of Holmes  Protection Group, Inc. common stock are owned
  by Cerberus  Partners,  L.P.,  a Delaware  limited  partnership  ("Cerberus").
  297,166 shares (4.7%) of Holmes  Protection Group, Inc. common stock are owned
  by Cerberus International, Ltd., a corporation organized under the laws of the
  Bahamas  ("International").  41,000 shares (0.7%) 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  (3.5%)  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  June 30,  1997,  as of August  12,  1997  there  were  issued and
outstanding  6,315,791  shares of common  stock of HPGI.  As of August 20, 1997,
Cerberus  owned  185,500  of  such  shares,   or  2.9%  of  those   outstanding;
International owned 297,166 of such shares, or 4.7% of those outstanding;  Ultra
owned 41,000 of such shares,  or 0.7% of those  outstanding and the Funds in the
aggregate owned 220,500 of such shares,  or 3.5% 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. 3 by Mr.  Feinberg as of June 19, 1997
were the August 20, 1997 purchases of 60,000  shares,  109,166 shares and 10,000
shares by Cerberus,  International and Ultra,  respectively,  each of which were
effected in an ordinary  broker's  transaction at a purchase price of $15.25 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.

                               August 29, 1997


                               /s/ Stephen Feinberg
                               -------------------------------------------
                               Stephen Feinberg, in his capacity as the managing
                               member of Cerberus  Associates,  LLC, 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).