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UNITED STATES
Securities and Exchange Commission
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Frontier Oil Corporation
(Name of Issuer
Common Stock
(Title of Class of Securities)
930676101
(CUSIP Number)
December 31, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/X/ Rule 13d-1(b)
/_/ Rule 13d-1(c)
/_/ Rule 13d-1(d)
* 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 the
disclosures provided in a prior cover page.
The information required in 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).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number<PAGE>
CUSIP No. 930676101
1. Name of Reporting Persons
S.S or I.R.S. Identification Nos. Of Above Persons (Entities Only)
Kornitzer Capital Management, Inc. ("KCM") 48-1069845
Great Plains Trust Company ("Great Plains")
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization
KCM: Kansas
Great Plains: Kansas
5. Sole Voting Power
_____________________________________________________________
Number of 6. Shared Voting Power
Shares KCM: 2,395,000
Beneficially Great Plains: 1,639,200
Owned __________________________________________________________________
By Each 7. Sole Dispositive Power
Reporting _____________________________________________________________
Person With: 8. Shared Dispositive Power
KCM: 2,395,000
Great Plains: 1,639,200
9. Aggregate Amount Beneficially Owner by Each Reporting Person
KCM: 2,395,000
Great Plains: 1,639,200
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9)
KCM: 8.52%
Great Plains: 5.83%
12. Type of Reporting Person (See Instructions)
KCM: IA
Great Plains: BK
<PAGE>
CUSIP No. 930676101
Item 1.
(a) Name of Issuer. Frontier Oil Corporation, a Wyoming
corporation.
(b) Address of Issuer's Principal Executive Offices. 1200 Smith
Street, Suite 2100, Houston, Texas 77002-4367.
Item 2.
(a) Name of Persons Filing. Kornitzer Capital Management, Inc.
("KCM") and Great Plains Trust Company ("Great Plains").
(b) Address of Principal Business Offices or, if none, Residence.
KCM, P.O. Box 918, Shawnee Mission, KS 66201.
Great Plains, 4705 Mission Road, Westwood, Kansas 66205.
(c) Citizenship.
KCM, Kansas corporation.
Great Plains, Kansas trust company.
(d) Title of Class of Securities. Common stock, no par value (the
"Common Stock").
(e) CUSIP Number. 930676101.
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
check whether the person filing is a:
( a) Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o).
(b) x Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
(c) Insurance Company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) Investment Company registered under section 8 of the
Investment Company Act (15 U.S.C. 80a-8).
(e) x An investment adviser in accordance with section Sect.
204.13d-1(b)((1)(ii)(E).<PAGE>
(f) An employee benefit plan or endowment fund in accordance with
Sect. 240.13d-1(b)(1)(ii)(F).
(g) A parent holding company or control person in accordance with
Sect. 240.13d-1(b)(ii)(G).
(h) A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3).
(j) Group, in accordance with Sect. 240.13d-1(b)(ii)(J).
Item 4. Ownership.
The percent of Common Stock owned by KCM and Great Plains, as of
December 31, 1998 exceeds five percent, and the following information
is provided as of that date.
(a) Amount Beneficially Owned:
KCM: 2,395,000
Great Plains: 1,639,200
(b) Percent of Class:
KCM: 8.52%
Great Plains: 5.83%
(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct the vote
(ii) shared power to vote or to direct the vote
KCM: 2,395,000
Great Plains: 1,639,200
(iii) sole power to dispose or to direct the disposition of
(iv) shared power to dispose or to direct the disposition of
KCM: 2,395,000
Great Plains: 1,639,200
<PAGE>
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereto the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following
/_/.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
KCM is an investment adviser with respect to the shares of Common Stock
for the accounts of other persons who have the right to receive, and
the power to direct the receipt of, dividends from, or the proceeds
from the sale of, the Common Stock of Frontier Oil Corporation. KCM
acts as an investment adviser with respect to the shares of Common
Stock beneficially owned by Great Plains, and may therefore be deemed
also beneficially to own those shares.
Great Plains is a trust company holding the shares of Common Stock for
the accounts of other persons who have the right to receive, and the
power to direct the receipt of, dividends from, or the proceeds from
the sale of, the Common Stock of Frontier Oil Corporation.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
A parent holding company is not filing this Schedule, pursuant to Rule
13D-1(b)(ii)(G) promulgated under the Securities Exchange Act of 1934
(the "Act").
Item 8. Identification and Classification of Members of the Group.
A group is not filing this Schedule pursuant to Rule 13d-1(b)(ii)(J).
KCM and Great Plains are filing this Statement as a joint filing
pursuant to Rule 13d-1(k). Exhibit 3 is attached hereto according to
the provisions of Rule 13d-1(k).
Item 9. Notice of Dissolution of Group.
A Notice of Dissolution is not applicable to the filing of this
Schedule.
Item 10. Certification.
(a) The following certification shall be included if the statement is
filed pursuant to Sect. 240.13d-1(b):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired and are hot held for
the purpose of or with the effect of changing or influencing the
control of the issuer of the securities <PAGE>
nd were not acquired and are
not held in connection with or as a participant in any transaction
having that purposes or effect.
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.
February 27, 1999
Date
KORNITZER CAPITAL MANAGEMENT,
INC.
/s/ John C. Kornitzer
By: John C. Kornitzer, President
GREAT PLAINS TRUST COMPANY
/s/ Willard R. Lynch
By: Willard R. Lynch, President
<PAGE>
EXHIBIT TO AMENDMENT NO. 3 TO SCHEDULE 13G
REGARDING THE SECURITIES OF FRONTIER OIL CORPORATION
The undersigned Kornitzer Capital Management, Inc. and Great Plains
Trust Company agree that the Amendment No. 3 to Schedule 13G regarding
the securities of Frontier Oil Corporation is a statement filed on
behalf of each of them regarding the securities referenced therein.
They further agree to the provisions and requirements of Rule 13d-1(k)
promulgated under the Securities Exchange Act of 1934. Kornitzer
Capital Management, Inc. acts as an investment adviser with respect to
the shares of Common Stock beneficially owned by Great Plains Trust
Company, and may therefore be deemed also beneficially to own those
shares.
February 27, 1999
Date
KORNITZER CAPITAL MANAGEMENT, INC.
/s/ John C. Kornitzer
By: John C. Kornitzer, President
GREAT PLAINS TRUST COMPANY
/s/ Willard R. Lynch
By: Willard R. Lynch, President
