CANYON VALUE REALIZATION FUND CAYMAN LTD
13F-HR, 1999-05-14
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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, 1999
                                               -----------------------

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:         The Canyon Value Realization Fund (Cayman), Ltd.
                 --------------------------------------------------
   Address:      P.O. Box 2003 GT, Grand Pavilion Commercial Centre
                 --------------------------------------------------
                 Bougainvillea Way, 802 West Bay Road
                 --------------------------------------------------
                 Grand Cayman, Cayman Islands, B.W.I.
                 --------------------------------------------------

Form 13F File Number: 28-6844
                         ---------------------

    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:    David Richardson
         -------------------------------
Title:   Director
         -------------------------------
Phone:   (345) 949-7942
         -------------------------------

Signature, Place, and Date of Signing:

/s/ David Richardson           Georgetown, Grand Cayman   5/13/99
- -----------------------------  ------------------------   -------------
[Signature]                    [City, State]              [Date]

Report Type (Check only one):

    / / 13F HOLDINGS REPORT. (Check here is all holdings of this reporting
        manager are reported in this report.)

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

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

   List of Other Managers Reporting for this Manager:
   [If there are no entries in this list, omit this section.]

        Form 13F File Number        Name
        28-7392                     Canyon Capital Advisors LLC
           ---------------          ------------------------------------
        [Repeat as Necessary.]



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