SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under The Securities Exchange Act of 1934
(Amendment No. 2)
Atlantic Gulf Communities Corp.
_____________________________________________________
(Name Of Issuer)
Common Stock Par Value $.10
____________________________________________________________
(Title of Class of Securites)
048556104
______________________________
(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 5% of the class of securities
described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (see rule13d-7.)
*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).
(Continued on the following page(s))
Page 1 of 6 Pages
SEC 1745 (9-82)
<PAGE>
CUSIP No. 048556104 13G Page 2 of 6 Pages
Atlantic Gulf Communities Corp.
1 NAME OF REPORTING PERSON
S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON.
Chemical Banking Corporation - CBC
Chemical Bank CB
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(A)
(B)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Chemical Banking Corporation - CBC
Chemical Bank - CB
NUMBER
OF
SHARES 5 SOLE VOTING POWER
CBC - 21,323
CB - 21,323
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
NONE
EACH
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
CBC - 21,323
CB - 21,323
WITH 8 SHARED DISPOSITIVE POWER
NONE
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
CBC - 21,323
CB - 21,323
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
CBC - less than 1%
CB - less than 1%
12 TYPE OF PERSON REPORTING*
CBC - HC
CB - BK
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Atlantic Gulf Communities Corp.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G Under
The Securities Exchange Act of 1934
(Amendment No. 2 )
Item 1(a). Name of Issuer: Atlantic Gulf Communities Corp.
Item 1(b). Address of Issuer: 2601 S. Bayshore Drive,
Miami, Fl 33133
Principal Executive Officer: James Apthorp, Chmn
Item 2(a). Name of Person Filing: This notice is filed by CHEMICAL BANKING
CORPORATION (CBC) and its wholly owned
subsidiary, Chemical Bank (CB).
Item 2(b). Address of Principal Business
CBC: 270 Park Avenue
Office: New York, NY 10017
CB: 270 Park Avenue
New York, NY 10017
Item 2(c). Citizenship: CBC - Delaware
CB - New York
Item 2(d). Title of Class of Securities: Class A Par
Item 2(e). CUSIP Number: 375514106
Page 3 of 6
<PAGE>
Atlantic Gulf Communities Corp.
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.
(b) [ X ] Bank as defined in Section 3(a)(6) of the Act.
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the
Act.
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act.
(e) [ ] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940.
(f) [ ] Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or endowment Fund
[see Section 240.13d-1(b)(1)(ii)(F)].
(g) [ X ] Parent Holding Company, in accordance with
Section 240.13d-1(b)(ii)(G).
(h) [ ] Group, in accordance with Section 240.13d-1(ii)(H).
Item 4. Ownership:
On or about July 6, 1995, the filing person sold 786,447 Shares.
On or about September 12, 1995, the filing person sold 16,415
Shares. After consummation of this transaction, the filing person
beneficially owned 21,323 Shares. Based upon 9,771,521 Shares
outstanding as disclosed in the Issuer's Form 10-Q filed on
November 14, 1995 for the quarter ended September 30, 1995, this
represents less than 1% of the Issuer's outstanding common stock.
The filing person has sole voting and dispositive power over all
such Shares.
Page 4 of 6
<PAGE>
Atlantic Gulf Communities Corp.
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 hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the Shares
outstanding, check the following box (x).
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Holds the
Security Being Reported on by the Parent Holding Company:
Pursuant to Rule 13(d) - 1 (c): This notice is filed on behalf
of both CBC and its subsidiary, CB. In lieu of attaching an
exhibit hereto, the identity of CB is as set forth on the
cover page hereof. CB is classified as a Bank, as such term is
defined in Section (3) (a) (6) of the Securities Exchange Act
of 1934, as amended,
Item 8. Identification and Classification of Members of this Group:
Not applicable.
Item 9. Notice of Dissolution of Group:
Not applicable.
Page 5 of 6
<PAGE>
Atlantic Gulf Communities Corp.
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 did 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.
Dated: February 12,1996
CHEMICAL BANK CHEMICAL BANKING CORPORATION
/s/John B. Wynne /s/John B. Wynne
John B. Wynne John B. Wynne
Corporate Secretary Corporate Secretary
Page 6 of 6
