SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                                  SCHEDULE l3D
                    Under the Securities Exchange Act of 1934
                               (Amendment No. 2)*


                                HANDLEMAN COMPANY
                                (Name of Issuer)

                         Common Stock ($0.01 par value)
                         (Title of Class of Securities)

                                    410252100
                                 (CUSIP Number)

                                 Judith C. Keilp
                       Palisade Capital Management, L.L.C.
                                One Bridge Plaza
                           Fort Lee, New Jersey 07024
                                 (201) 585-7733
                 (Name, Address and Telephone Number of Persons
                Authorized to Receive Notices and Communications)

                                November 21, 2000
             (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  240.13d-1(e),  240.13d-1(f) or  240.13d-1(g),
check the following box.

NOTE:  Schedules  filed in paper format shall include a signed original and five
copies of the  schedule,  including all exhibits.  See   240.13d-7(b)  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).







CUSIP No.  410252100
________________________________________________________________________________
1)   Name of Reporting Persons/I.R.S. Identification Nos. of Above Persons
     (entities only):

     Palisade Capital Management, L.L.C./I.R.S. Identification No. 22-3330049


________________________________________________________________________________
2)   Check the Appropriate Box If a Member of a Group (See Instructions):
                                                                 (a)  [_]
                                                                 (b)  [_]

     Not Applicable

________________________________________________________________________________
3)   SEC Use Only:



________________________________________________________________________________
4)   Source of Funds (See Instructions):

     OO

________________________________________________________________________________
5)   Check Box If Disclosure of Legal Proceedings is Required
     Pursuant to Items 2(d) or 2(e)                                   [_]

     Not Applicable

________________________________________________________________________________
6)   Citizenship or Place of Organization:

     New Jersey

________________________________________________________________________________
               7)   Sole Voting Power:

  Number of         0*

   Shares      _________________________________________________________________
               8)   Shared Voting Power:
Beneficially
                    0
  Owned by
               _________________________________________________________________
    Each       9)   Sole Dispositive Power:

  Reporting         0*

   Person      _________________________________________________________________
               10)  Shared Dispositive Power:
    With
                    0

________________________________________________________________________________
11)  Aggregate Amount Beneficially Owned by Each Reporting Person:

     0*

________________________________________________________________________________
12)  Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
     (See Instructions):

                                                                      [_]

     Not Applicable

________________________________________________________________________________
13)  Percent of Class Represented by Amount in Row (11):

     0%*

________________________________________________________________________________
14)  Type of Reporting Person (See Instructions):

     IA

________________________________________________________________________________


* Palisade Capital Management,  L.L.C.  ("Palisade") is a registered  investment
advisor  which  has  total  discretionary  authority  over the  accounts  of its
clients.  As of October 23, 2000,  1,672,000  shares (6.0%) of the common stock,
par value  $0.01 per share (the  "Common  Stock"),  of  Handleman  Company  (the
"Company")  beneficially owned by Palisade, over which it had sole power to vote
and direct the disposition  of, were held on behalf of its clients.  No one such
client  account  contained  more than five  percent of the  Common  Stock of the
Company.  As of November 21, 2000, Palisade ceased to be the beneficial owner of
more than 5% of the Common Stock  outstanding  following  the sale of its entire
position in the issue.


                                      -2-




     Palisade Capital Management, L.L.C. ("Palisade") hereby amends the Schedule
13D filed with the Securities and Exchange Commission on October 30, 2000
relating to the shares of Handleman Company (the "Company") common stock, $0.01
par value (the "Common Stock"), as follows:

Item 5. Interest in Securities of the Issuer.

     Based upon information set forth in the Company's Quarterly Report on Form
10-Q for the quarterly period ended July 29, 2000, there were outstanding
27,713,153 shares of the Common Stock. On November 21, 2000, Palisade ceased to
be beneficial owner of more than 5% of the Common Stock outstanding following
the sale of its entire position in the issue.

     The following table details the transactions in the last 60 days, in the
Common Stock by Palisade or any other person or entity controlled by Palisade or
any person or entity for which Palisade possesses voting or investment control
over the securities thereof, each of which was effected in an ordinary brokerage
transaction:

                                   (Purchases)

                                      NONE

                                     (Sales)

      Date                     Quantity                           Price
      ----                     --------                           -----

 October  3, 2000                24,000                          $ 12.07
 October  3, 2000                23,000                          $ 12.05
 October  5, 2000                22,300                          $ 12.20
 October  6, 2000                12,300                          $ 12.09
 October  9, 2000                 3,000                          $ 11.95
 October 11, 2000                 7,200                          $ 10.95
 October 12, 2000                11,000                          $ 10.70
 October 16, 2000                 6,000                          $ 11.45
 October 17, 2000                10,000                          $ 11.14
 October 19, 2000                 2,700                          $ 10.42
 October 20, 2000                85,000                          $ 10.12
 October 23, 2000                23,700                          $ 10.10
 October 24, 2000                15,000                          $ 10.02
 October 25, 2000                15,300                          $ 10.07
 October 26, 2000                 4,300                          $ 10.00
 October 27, 2000                24,300                          $  9.95
 October 30, 2000                 3,400                          $  9.95
 October 31, 2000                 2,100                          $  9.95
November  2, 2000                 3,900                          $  9.95
November  3, 2000                43,600                          $  9.70
November  6, 2000                12,100                          $  9.68
November 17, 2000                11,700                          $  9.03
November 20, 2000                 4,500                          $  9.18
November 21, 2000             1,566,400                          $  7.57

                                      -3-



                                    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.


                                        November 27, 2000



                                        ----------------------------------------
                                        Steven E. Berman, in his capacity as a
                                        member of Palisade Capital Management,
                                        L.L.C.




Attention.  Intentional  misstatements  or omissions of fact constitute  federal
criminal violations (see 18 U.S.C. 1001).

                                       -4-