ALLEN ARBITRAGE INC
13F-HR, 2000-11-13
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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:    September 30, 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              Allen Arbitrage Inc.
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Address           711 Fifth Avenue
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                       New York, New York 10022
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Form 13F File Number:


     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:            Howard M. Felson
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Title:           Vice President
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Phone:          (212) 832-8000
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Signature, Place, and Date of Signing:

/s/ Howard M. Felson            New York, New York         November 14, 2000
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[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).)

List of Other Managers Reporting for this Manager:

Form 13F File Number 28-4174
Name:  Allen Holding Inc.







                 Attachment to Form 13F for Allen Arbitrage Inc.





     Allen  Arbitrage  Inc.  ("AAI")  hereby  advises that Allen  Holding,  Inc.
("AHI"), of which AAI is a wholly-owned subsidiary, is filing on AAI's behalf in
AHI's Form 13F for the quarter ended  September 30, 2000,  which  includes 13(f)
securities with respect to which AAI and AHI share investment  discretion.  This
statement is being filed pursuant to General Instruction B to Form 13F.





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