1
   As filed with the Securities and Exchange Commission on May 22, 1996
                                                  Registration No. 33-91350

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                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

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                      POST-EFFECTIVE AMENDMENT NO. 1
                                    TO
                                 FORM S-1


                          REGISTRATION STATEMENT
                                   under
                        THE SECURITIES ACT OF 1933


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                               PERRY  &  CO.
          (Exact name of Registrant as specified in its charter)



Georgia      
     (State or other jurisdiction of incorporation or organization)
6330         
               (Primary Standard Industrial Classification
                              Code Number)
                                58-103367
                  (I.R.S. Employer Identification No.)
                                    
                                                       

                       2635 Century Parkway, N.E.
                               Suite 1000
                         Atlanta, Georgia 30345
                             (404) 321-5347
                    (Address, including zip code, and
                     telephone number,including area
                     code, of Registrant's principal
                           executive offices)
          RICHARD C. PERRY, Chairman
                       2635 Century Parkway, N.E.
                              Suite 1000, 
                         Atlanta, Georgia 30345
                             (404) 321-5347
               (Name, address, including zip code,
and telephone number,         including area
code, of agent for service)
                                            


          Copies to:   H. Grady Thrasher, III, Esq.
                    Thrasher, Whitley, Hampton & Morgan
                    Five Concourse Parkway, Suite 2150
                          Atlanta, Georgia 30328
                              (770) 804-8000



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                     POST-EFFECTIVE  AMENDMENT  NO.  1


     The Registrant, PERRY & CO., has filed this Post-Effective Amendment
No. 1 to deregister the unsold portion of the One-Year Adjustable Rate
Renewable Subordinated Secured Notes (the "Notes") previously registered
under this Registration Statement.

     On April 30, 1996, the Registrant terminated its offering of the
aforementioned Notes.  Under this Registration Statement, the Registrant
has issued Notes in the following amount:




     TITLE OF CLASS OF SECURITY                         Principal Amount
     --------------------------                         ----------------
                                            
     One-Year Adjustable Rate Renewable
     Subordinated Secured Notes                           $ 15,193,900


     The following unsold portion of the Notes registered are accordingly
withdrawn from registration under this Post-Effective Amendment No. 1, and
this Registration Statement will be terminated:




     TITLE OF CLASS OF SECURITY                         Principal Amount
     --------------------------                         ----------------
                                            
     One-Year Adjustable Rate Renewable
     Subordinated Secured Notes                           $ 24,806,100


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                                SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Perry & Co., a corporation duly organized and existing under
the laws of Georgia, has duly caused this Post-Effective Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly organized, in the City of Atlanta and the State of Georgia
on the 21st day of May, 1996.

                                PERRY & CO.



                                By:/s/ Richard C. Perry
                                   -----------------------------
                                Richard C. Perry,
                                Chairman and Chief Executive Officer
                                (Principal Executive and
                                Financial Officer)





  Pursuant to Rule 478 of the Regulations under the Securities Act
of 1933, this Post-Effective Amendment No. 1 to the Registration Statement
has been signed below by the Agent for Service named in this Amendment to
the Registration Statement.

   Signature                     Title      Date
        ---------                            -----             ----



  /s/ Richard C. Perry                 Agent for Service    May 21, 1996
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  Richard C. Perry