SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Bishop Capital Corporation
_________________________________________________________________
(Name of Issuer)
Common Stock, par value $.01 per share
__________________________________________________________________
(Title of Class of Securities)
0914T 10 7
___________________________________________________________________
(CUSIP Number)
Christopher Lloyd
Haddon, Inc.
c/o Coal Contractors (1991), Inc.
Gowen Mine
Fern Glen, PA 18241-2145
(717) 384-4171
____________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 20, 1997
____________________________________________________________________
(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 / /.
<PAGE>
1 NAME OF REPORTING PERSON
Haddon, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / / (b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
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 7 SOLE VOTING POWER
SHARES 93,750
BENEFICIALLY 8 SHARED VOTING POWER*
OWNED -0-
BY 9 SOLE DISPOSITIVE POWER
EACH 93,750
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
93,750
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.6%
14 TYPE OF REPORTING PERSON
CO
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this Schedule 13D relates
is Common Stock, par value $.01 (the "Securities"), of Bishop Capital
Corporation (the "Issuer"), whose principal executive offices are
located at 716 College View Drive, Riverton, Wyoming 82501.
ITEM 2. IDENTITY AND BACKGROUND.
Schedule A attached hereto sets forth certain information with
respect to each of the officers and directors of the Reporting Person,
Denis Bell, Inc., a Delaware corporation, that owns all of the
outstanding capital stock of the Reporting Person and Mr. Denis Bell,
who owns all of the outstanding capital stock of Denis Bell, Inc. and
is the individual ultimately in control of the Reporting Person
(collectively, the "Covered Parties").
(a) The name of the person filing this statement on Schedule 13D
(the "Reporting Person") is Haddon, Inc., a Delaware corporation.
Schedule A hereto sets forth the name of each of the Covered Parties.
(b) Schedule A hereto sets forth the business address of each of
the Covered Parties. The address of the Reporting Person is:
Haddon, Inc.
c/o Coal Contractors (1991), Inc.
Gowen Mine
Fern Glen, PA 18241-2145
(c) The principal business of the Reporting Person is owning the
Securities described in response to Item 5, below, and owning shares
of Common Stock, par value $.01 per share, of American Rivers Oil
Company, a Wyoming corporation ("American Rivers"). Schedule A hereto
sets forth the business address of each of the Covered Parties.
(d) None of the Reporting Person or any of the Covered Parties,
has, during the past five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Person or any of the Covered Parties,
has, during the past five years, been party to any civil proceeding of
a judicial or administrative body of competent jurisdiction as the
result of which any such person was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to Federal or State securities laws or
finding any violation with respect to such laws.
(f) Each of the Covered Parties who is a natural person is a
United Kingdom citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Securities of the Issuer specified as beneficially owned by
the Reporting Person in Item 5 were received by the Reporting Person
as a partial liquidating dividend, on a one-for-four basis, on the
375,000 shares of common stock, par value $.01 per share, of American
Rivers held by the Reporting Person. Prior to such distribution, the
Issuer was a wholly-owned subsidiary of American Rivers. Such
distribution was declared in 1996, payable to the holders of common
stock of American Rivers as of November 18, 1996. The distribution of
the Securities was made on June 20, 1997.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person did not seek to acquire the Securities
specified in Item 5, but acquired such Securities passively as the
result of the distribution described in Item 3.
The Reporting Person has determined that it would like to sell or
otherwise realize value for all or a portion of the Securities held by
it. The Reporting Person believes, however, that the market for the
Securities is not sufficiently active to make it likely that the
Reporting Person will realize appropriate value for such Securities in
open market transactions. Accordingly, the Reporting Person is
considering possible alternatives to enable it to realize value for
its investment. The Reporting Person is considering initiating
contacts with management or other shareholders of the Issuer, or other
parties, to analyze and suggest possible alternatives for the Issuer
to return all or part of the shareholders' investments at a reasonable
value. Such alternatives could include, among other things, seeking
to encourage management to take steps to improve the trading market
for the Securities, sales of the Issuer's assets with corresponding
dividends of the proceeds to the Issuer's shareholders, seeking to
liquidate the Issuer either in conjunction with management or by
seeking to replace current management, private sales of the Reporting
Person's Securities or repurchases of the Securities by the Issuer.
All of such actions could involve various risks, delay or other
uncertainties and the Reporting Person has not determined what actions
to take, if any, with respect to the realization of value for, or the
disposition of, its investment in the Securities.
Except as described above, none of the Reporting Person or any of
the Covered Parties has any other plans or proposals that relate to or
would result in any of the actions described in subitems (a) through
(j) of Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) In the aggregate, the Reporting Person owns 93,750 shares,
or 10.6%, of the outstanding Securities, all of which are directly
owned by the Reporting Person. None of the Reporting Person or any of
the Covered Parties has any right to acquire any other Securities.
(b) The Reporting Person has sole power to vote and to direct
the voting of, and sole power to dispose or direct the disposition of
all of the Securities specified in Item 5(a).
(c) The Reporting Person has only effected one transaction in
the Securities in the past 60 days, other than the acquisition of the
Securities specified in Item 5(a) in payment of the in-kind dividend
distributed to the holders of the common stock of American Rivers as
described in Item 3. The Reporting Person paid no consideration in
respect of its receipt of such Securities.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in
this Statement is true, complete and correct.
Date: July 18, 1997
HADDON, Inc.
By: /s/ Christopher R. Lloyd
__________________________
Vice President and Treasurer<PAGE>
SCHEDULE A
COVERED PARTIES
Jurisdiction
Name and of Organization Principal Business
Business Address or Citizenship or Occupation
________________ _______________ __________________
Denis Bell United Director and President
Haddon, Inc. Kingdom of Haddon, Inc.,
c/o Coal Contractors Chairman of Coal
(1991), Inc. Contractors (1991),
Gowen Mine Inc. and Chairman of
Fern Glen, PA Rackwood Mineral
18241-2145 Holding plc
Christopher R. Lloyd United Vice President,
Haddon, Inc. Kingdom Secretary and
c/o Coal Contractors Treasurer of
(1991), Inc. Haddon, Inc. and
Gowen Mine Financing Director,
Fern Glen, PA Secretary and
18241-2145 Treasurer of
Rackwood Mineral
Holding plc
Denis Bell, Inc. Delaware Holding Company
c/o Coal Contractors
(1991), Inc.
Gowen Mine
Fern Glen, PA
18241-2145
