UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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OMB Number: 3235-0145
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
Salomon Inc.
(Name of Issuer)
6.125% PRI Common Equity-Linked Securities Due 1997
(Title of Class of Securities)
79549B487
(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 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 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).
SEC 1745 (2/92) Page 1 of 5 pages
CUSIP No. 79549B487 13G Page ______ of ______ Pages
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(1) Highbridge Capital Corporation - not applicable
(2) Highbridge Capital Management, Inc. - 13-3530960
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(b)[ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
(1) Highbridge Capital Corporation - Cayman Islands, British West Indies
(2) Highbridge Capital Management, Inc.. - State of Delaware
NUMBER OF
SHARES 5. SOLE VOTING POWER 0
BENEFICIALLY
OWNED BY 6. SHARED VOTING POWER 0
EACH
REPORTING 7. SOLE DISPOSITIVE POWER 0
PERSON
WITH 8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12. TYPE OF REPORTING PERSON*
(1) Highbridge Capital Corporation - BD
(2) Highbridge Capital Management, Inc.- exempt from registration as an IA
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 5 pages
Item 1.
(a) Name of Issuer Salomon Inc.
(b) Address of Issuer's Principal Executive Offices: Seven World Trade
Center, New York, NY 10048
Item 2.
(a) Name of Person Filing
(1) Highbridge Capital Corporation
(2) Highbridge Capital Management, Inc.
(b) Address of Principal Business Office or, if none, Residence
(1) Highbridge Capital Corporation
The Residence, Unit #2, South Church Street,
Grand Cayman, Cayman Islands, British West Indies
(2) Highbridge Capital Management, Inc.
767 Fifth Avenue
New York, New York 10153
(c) Citizenship
(1) Highbridge Capital Corporation - Cayman Islands, British West Indies
(2) Highbridge Capital Management, Inc. - State of Delware
(d) Title of Class of Securities 6.125% PRI Common Equity-Linked
Securities due 1997
(e) CUSIP Number 79549B487
Item 3. If this statement is filed pursuant to Rule 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
(Highbridge Capital Corporation)
(b) 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 (Dubin & Swieca Capital Management, Inc.)
Highbridge Capital Management, Inc. is the trading manager of Highbridge
Capital Corporation. Highbridge Capital Management, Inc. is exempt from
registration as an investment adviser. The persons at Highbridge Capital
Management, Inc. who actually exercise the power to dispose of and
the power to vote the investments of Highbridge Capital Corporation
are registered as registered representatives of Highbridge Capital
Corporation, a registered broker/dealer.
(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 240.13d-1(b)(1)(ii)(F)
(g) Parent Holding Company, in accordance with 240.13(d)(ii)(G)
(Note: See Item 7)
(h) Group, in accordance with 240.13d(b)(1)(ii)(H)
Page 3 of 5 pages
Item 4. Ownership
(a) Amount Beneficially Owned 0
(b) Percent of Class 0%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 0
(ii) shared power to vote or to direct the vote 0
(iii) sole power to dispose or to direct the disposition of 0
(iv) shared power to dispose or to direct the disposition of 0
Item 5. Ownership of Five Percent or Less of a Class
Inapplicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Inapplicable
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company
Inapplicable
Item 8. Identification and Classification of Members of the Group
Inapplicable
Item 9. Notice of Dissolution of Group
Inapplicable
Item 10. Certification
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.
2/12/98
_________________
Date
Howard Feitelberg
_________________
Signature
Howard Feitelberg / Controller, Highbridge Capital Corporation
Name/Title
Page 4 of 5 pages
2/12/98
__________________
Date
Ronald S. Resnick
___________________
Signature
Ronald S. Resnick / Managing Director, Highbridge Capital Management, Inc.
Name/Title
