OAKHILL SPORTSWEAR CORP /NY/
SC 13G/A, 1997-04-28
WOMEN'S, MISSES', AND JUNIORS OUTERWEAR
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<PAGE>


                          SECURITIES AND EXCHANGE COMMISSION
                                   WASHINGTON, D.C.

                                     SCHEDULE 13G




                     (under the Securities Exchange Act of 1934)
                                 (Amendment No. 1)

                             Oak Hill Sportswear Corp.
                             --------------------------
                                  (Name of Issuer)

                            Common Stock $0.10 Par Value
                            ----------------------------
                           (Title of Class of Securities)

                                     671365104
                                     ---------
                                   (Cusip Number)

Check the following box if a fee is being paid with this statement [    ] .  (A
fee is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of more than five percent or less of such
class.)  (See Rule 13d-7.)

* The remainder of this cover page shall be filled out for a reporting person's
initial filing of 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.)

                        [Continued on the following page(s)]

                                 Page 1 of 4 pages



                                         -2-

<PAGE>

CUSIP NO.    671365104                                Page  2  of  4  Pages
- -------------------------------------------------------------------------------
  1   NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
           SCHRODER CAPITAL MANAGEMENT INC.
           13-2697273

- --------------------------------------------------------------------------------
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                                           (a) / /

                                                           (b) / /

- --------------------------------------------------------------------------------
  3   SEC USE ONLY

- --------------------------------------------------------------------------------
  4   CITIZENSHIP OR PLACE OF ORGANIZATION
         DELAWARE

- --------------------------------------------------------------------------------
    NUMBER OF                 5   SOLE VOTING POWER
    SHARES                         0
                             --------------------------------------------------
    BENEFICIALLY              6   SHARED VOTING POWER
    OWNED BY                       0
                             --------------------------------------------------
    EACH                      7   SOLE DISPOSITIVE POWER
    REPORTING                     169,000
                             --------------------------------------------------
    PERSON                    8   SHARED DISPOSITIVE POWER
    WITH                           0
- --------------------------------------------------------------------------------
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         169,000

- --------------------------------------------------------------------------------
  10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

- --------------------------------------------------------------------------------
  11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
         8.21%

- --------------------------------------------------------------------------------
  12  TYPE OF REPORTING PERSON*
         IA

- --------------------------------------------------------------------------------


                                         -3-

<PAGE>


                         *See Instruction Before Filling Out!

                                         -4-

<PAGE>

CUSIP #    671365104                                       Page 3 of 4 Pages
                                     SCHEDULE 13G

ITEM 1 (a):   NAME OF ISSUER:

              Oak Hill Sportswear Corp.

ITEM 2 (b):   ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

              Oak Hill Sportswear Corp.
              1411 Broadway
              New York, NY  10018

ITEM 2 (a):   NAME OF PERSON FILING:

              See Item 1 of the Cover Page attached hereto

ITEM 2 (b):   ADDRESS OF PRINCIPAL BUSINESS OFFICE:
              787 Seventh Avenue -34th Floor
              New York, NY  10019

ITEM 2 (c):   CITIZENSHIP:

              See Item 4 of Cover Page attached hereto

ITEM 2 (d):   TITLE OF CLASS OF SECURITIES:

              See Cover Page attached hereto

ITEM 2 (e):   CUSIP NUMBER:

              See Cover Page attached hereto

ITEM 3:       TYPE OF REPORTING PERSON:

              See Item 12 of Cover Page attached hereto

Item 4:       OWNERSHIP:

     (a) See Item 9 of the Cover Page attached hereto

     (b) PERCENT OF CLASS:  See Item 11 of the Cover Page attached hereto

     (c) For information on voting and dispositive power with respect to the
         above listed shares, see Items 5 - 8 of the Cover Page attached
      hereto.


                                         -5-


<PAGE>

CUSIP #    671365104                                       Page 4 of 4 Pages


                                     SCHEDULE 13G


ITEM 5.       OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

              Not Applicable

ITEM 6.       OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

              Not Applicable

ITEM 7.       IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
              ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
              COMPANY:

              Not Applicable

ITEM 8.       IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

              Not Applicable

ITEM 9.       NOTICE OF DISSOLUTION OF GROUP:

              Not Applicable


ITEM 10.      CERTIFICATION:

                 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 for the purpose
              of and do not have the effect of changing or influencing the
              control of the issuer of such securities and were not acquired in
              connection with or as a participant in any transaction having
              such purpose 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.


   Date: April 16, 1997      By:            Schroder Capital Management Inc.
                             Signature:     /s/ Anita L. Whelan
                                            --------------------------------

                             Name/Title:    Anita L. Whelan / Vice President


                                         -6-



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