SHAW D E & CO INC
13F-HR, 2000-05-12
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 13F

                               Form 13F COVER PAGE

Report for the Calendar Year or Quarter Ended: March 31, 2000

Check here if Amendment [ ]; Amendment Number: ____
This Amendment (Check only one.):   [ ] is a restatement.
                                    [ ] adds new holdings entries.

Institutional Investment Manager Filing this Report:

Name:             D. E. Shaw & Co., L.P. (see notes 2 and 3)
Address:          120 West 45th Street, 39th Floor
                  New York, NY 10036

Form 13F File Number: 28-5394

The institutional investment manager filing this report and the person by whom
it is signed hereby represent that the person signing the report is authorized
to submit it, that all information contained herein is true, correct and
complete, and that it is understood that all required items, statements,
schedules, lists, and tables, are considered integral parts of this form.

Person Signing this Report on Behalf of Reporting Manager:

Name:             Stuart Steckler
Title:            Managing Director
Phone:            (212) 478-0000

Signature, Place, and Date of Signing:

/s/Stuart Steckler                  New York, NY              May 8, 2000
[Signature]                         [City, State]             [Date]

Report Type (Check only one.):

[ ] 13F HOLDINGS REPORT. (Check here if all holdings of this reporting manager
are reported in this report.)

[X] 13F NOTICE. (Check here if no holdings reported are in this report, and all
holdings are reported by other reporting manager(s).)

[ ] 13F COMBINATION REPORT. (Check here if a portion of the holdings for this
reporting manager are reported in this report and a portion are reported by
other reporting manager(s).)

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List of Other Managers Reporting for this Manager:

Form 13F File Number               Name

28-5396                            D. E. Shaw & Co., Inc. (see notes 1, 2, 3)



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Form 13F                                                            Page 3 of 4



Manager Reporting on Behalf of Reporting Manager: D. E. Shaw & Co., Inc. (See
notes #1, #2, and #3).


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Form 13F                                                           Page 4 of 4


NOTES


1. D. E. Shaw & Co., Inc. disclaims status as an institutional investment
manager and makes this filing in its capacity as the parent entity of investment
advisers.

2. D. E. Shaw & Co., Inc. or its subsidiaries (D. E. Shaw) are general
partners or members of various entities and therefore may exercise investment
discretion for them.  D. E. Shaw disclaims that it exercises investment
discretion for certain of such entities, but includes the holdings of all such
subentities in this form.

3. D. E. Shaw & Co., Inc. or its subsidiaries (D. E. Shaw) are general
partners or members of various entities and therefore may exercise voting
discretion for them.  D. E. Shaw disclaims that it exercises voting discretion
for certain of such entities, but includes the holdings of all such subentities
in this form.




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