<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 13F
Form 13F COVER PAGE
Report for the Calendar Year or Quarter Ended: December 31, 1998
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: Egerton Capital Limited Partnership
Address: 2 George Yard
Lombard Street
London EC3V 1DH
England
Form 13F File Number: 28-
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: John Armitage
Title: Managing Director
Egerton Capital Limited (General Partner)
Phone: (011) 00441714109090
Signature, Place, and Date of Signing:
/s/ John Armitage London, England July 9, 1999
__________________ _______________ ______________
[Signature] [City, State] [Date]
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Report Type (Check only one.):
[X] 13F HOLDINGS REPORT. (Check here if all holdings of
this reporting manager are reported in this report.)
[ ] 13F NOTICE. (Check her if no holdings reported are in
this report, and all holdings are reported by other
reporting manger(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).)
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-
[Repeat as necessary.]
2
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Form 13F SUMMARY PAGE
Report Summary:
Number of Other Included Managers: 0
Form 13F Information Table Entry Total: 3
Form 13F Information Table Value Total: 62,685
[thousands]
List of Other Included Managers:
Provide a numbered list of the name(s) and Form 13F file
number(s) of all institutional investment managers with respect
to which this report is filed, other than the manager filing this
report.
[If there are no entries in this list, state "NONE" and omit the
column headings and list entries.]
No. Form 13F File Number Name
28-
[Repeat as necessary.]
3
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<TABLE>
Form 13F Information Table
<CAPTION>
NAME OF ISSUER TITLE CUSIP VALUE $'000 SHARES PUT/CALL INVESTMENT VOTING AUTHORITY
OF CLASS OPTION DISCRETION
- ------------------------- ------------ --------- ------------- ---------- --------- -------------- ----------------
<C> <C> <C> <C> <C> <C> <C> <C>
Cadiz Inc (CLCI) Common Stock 127537108 16,297 2,135,911 Yes Sole
Cellular Communications
International Inc Common Stock 150918100 26,758 393,502 Yes Sole
Minorco SA (Minerals
& Resources
Corporation Ltd) ADR 604340307 19,630 1,294,000 Yes Sole
Total total 62,685
</TABLE>
4
05982000.AH1
