SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5 )*
ICF KAISER INTERNATIONAL, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
449244 10 2
(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).
(Continued on following pages(s))
Page 1 of 8 Pages
As of 08-21-96
CUSIP No.449244 10 2 (ICF) 13 G Page 2 of 8 Pages
As of 08-21-96
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mathers and Company, Inc.
IRS ID #36-2666070
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
Not Applicable
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
An Illinois Corporation
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON (ITEMS 5, 6, 7 AND
8).
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
0
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
Not Applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0
12. TYPE OF REPORTING PERSON
IA, CO
CUSIP No. 449244 10 2 (ICF) 13 G Page 3 of 8 Pages
As of 08-21-96
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Henry G. Van der Eb, Jr.
SS ####-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
Not Applicable
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON (ITEMS 5, 6, 7 AND
8).
5. SOLE VOTING POWER
Less than 5%
6. SHARED VOTING POWER
None
7. SOLE DISPOSITIVE POWER
Less than 5%
8. SHARED DISPOSITIVE POWER
None
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Less than 5%
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Less than 5%
12. TYPE OF REPORTING PERSON
HC, IN
CUSIP No. 449244 10 2 (ICF) 13 G Page 4 of 8 Pages
As of 08-21-96
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mathers Fund, Inc.
IRS ID #36-2554362
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
Not Applicable
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON (ITEMS 5, 6, 7 AND
8).
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
0
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
Not Applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0
12. TYPE OF REPORTING PERSON
IV, CO
CUSIP No. 449244 10 2 (ICF) 13G Page 5 of 8 Pages
As of 08-21-96
Item 1(a) Name of Issuer:
ICF Kaiser International, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
9300 Lee Highway
Fairfax, VA 22301
Item 2(a) Name of Persons Filing:
Mathers and Company, Inc. ("Mathers");
Henry G. Van der Eb, Jr.;
Mathers Fund, Inc. ("Mathers Fund")
Item 2(b) Address of Principal Business Office:
100 Corporate North, Suite 201
Bannockburn, IL 60015
Item 2(c) Citizenship:
Mathers and Company, Inc. - An Illinois corporation
Henry G. Van der Eb, Jr. - U.S.A.
Mathers Fund, Inc. - A Maryland corporation
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
449244 10 2 (ICF)
Item 3. This statement is filed pursuant to Rules 13d-1(b)
or 13d-2(b) by Mathers, an investment adviser
registered under section 203 of the Investment
Advisers Act of 1940, by Mathers Fund, an open-end
investment company registered under the Investment
Company Act of 1940 which is managed by Mathers,
and by Mr. Van der Eb. Mr. Van der Eb is the
President, Director and controlling shareholder of
Mathers. Mr. Van der Eb is also the Chairman and a
Director of the Mathers Fund.
Cusip No. 449244 10 2 (ICF) 13G Page 6 of 8 Pages
As of 08-21-96
Item 4. Ownership:
(a) Amount Beneficially Owned:
See No. 9, Pages 2, 3 & 4
(b) Percent of Class:
See No. 11, Pages 2, 3 & 4
(c) Number of shares as to which such person has:
See No. 7, Pages 2, 3 & 4
(i) sole power to vote or to direct the vote
See No. 7, Pages 2, 3 & 4
(ii) shares power to vote or to direct the
vote NONE
(iii) sole power to dispose or to direct the
disposition of See No. 9,Pages 2, 3 & 4
(iv) shared power to dispose or to direct the
disposition of NONE
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 class
of securities, check the following:
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.
Mr. Van der Eb, an individual, is the controlling
shareholder of Mathers, a registered investment adviser.
CUSIP No. 449244 10 2 (ICF) 13G Page 7 of 8
As of 08-21-96
Item 8. Identification and Classification of Member 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.
MATHERS AND COMPANY, INC.
/s/HENRY G. VAN DER EB, JR. By:/s/HENRY G. VAN DER EB, JR.
Henry G. Van der Eb, Jr. Henry G. Van der Eb, Jr.
Individually President
MATHERS FUND, INC.
By:/s/HENRY G. VAN DER EB, JR.
DATE: August 12, 1996 Henry G. Van der Eb, Jr.
Chairman
CUSIP No. 449244 10 2 (ICF) 13G Page 8 of 8 Pages
As of 08-21-96
EXHIBIT A
JOINT FILING AGREEMENT
Each of the undersigned parties hereby
agrees to the joint filing of a statement of
beneficial ownership on Schedule 13G to
satisfy the separate reporting obligations of
each of them pursuant to Rule 13d-1(b),
promulgated under the Securities Exchange
Act of 1934, as amended, with respect to the
shares of ICF Kaiser International, Inc.
(ICF).
Dated: August 12, 1996
/s/HENRY G. VAN DER EB,
JR.
Henry G. Van der Eb,
Jr.,Individually
MATHERS AND COMPANY, INC.
By: /s/HENRY G. VAN DER
EB, JR.
Henry G. Van
der Eb,Jr.,President
MATHERS FUND, INC.
By:/s/HENRY G. VAN DER
EB, JR.
Henry G. Van der Eb,
Jr.,Chairman
