OMB APPROVAL
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
OMB Number:                                            
       3235-0145
Expires:                                                                      
October 31, 1997
Estimated average
burden 
hours per form . . . . . . . . . . . . . . . . 
 . . . . . . . . . . . . . . . . . . . . . .14.90

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No.   4  )*
                 TALLEY INDUSTRIES, INC.                    
(Name of Issuer)


         Series B Cumulative Convertible Preferred Stock                 
(Title of Class of Securities)


                 874687304              
(CUSIP Number)

Martin D. Sklar, Esq., Kleinberg, Kaplan, Wolff & Cohen, P.C., 551 Fifth Avenue,
        18th Floor, New York, New York  10176, Tel:  (212) 986-6000          
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)


                      December 3, 1996                   
(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 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 .

Check the following box if a fee is being paid with the statement .  (A fee
is not required only if the reporting 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 filed no amendment subsequent 
thereto reporting beneficial ownership of five percent or less of such 
class.) (See Rule 13d-7.)

Note:  Six copies of this statement, including all exhibits, should be filed
with the Commission.  See Rule 13d-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).





(Continued on the Following Pages)

Page 1 of 3 Pages
                                      SCHEDULE 13D

CUSIP No.   874687304          
Page   2   of    3    Pages 
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
               Elliott Associates, L.P., a Delaware Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) 
                                                  
           (b) 
3SEC USE ONLY4SOURCE OF FUNDS*
00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)                                                          
       6 CITIZENSHIP OR PLACE OF ORGANIZATION

                     Delaware
NUMBER OF 

SHARES 

BENEFICIALLY 

OWNED BY 

EACH 

REPORTING 

PERSON

WITH
7SOLE VOTING POWER

                     153,300
8SHARED VOTING POWER

                     0
9SOLE DISPOSITIVE POWER

                     153,300
10SHARED DISPOSITIVE POWER

 0
11AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
 REPORTING PERSON

               153,300
12CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
 EXCLUDES CERTAIN SHARES*
13PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 
(11)

               20.34%
14TYPE OF REPORTING PERSON*

               PN*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
     This statement is filed pursuant to Rule 13d-2(a) with respect to
securities beneficially owned by the reporting person specified herein as of
December 6, 1996 and amends and supplements the Schedule 13D dated December
21, 1995, as amended on January 23, 1996, March 13, 1996 and April 25, 1996
(the "Schedule 13D").


Item 4 is amended by adding the following:


On December 3, 1996, Elliott ceased to be the beneficial owner of over five
percent of a class of the Issuer's equity securities, because the class of
Preferred Stock became a class of non-voting securities on such date.


Item 5(e) is amended and restated in its entirety to read as follows:

               (e)  The reporting person ceased to be the beneficial owner of
more than 5% of a class of the Issuer's equity securities on December 3, 1996.


                                        SIGNATURE

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


Dated:         December 6, 1996           ELLIOTT ASSOCIATES, L.P.
By:                                                                         
         
                     Paul E. Singer, General Partner