COLTEC INDUSTRIES INC
SC 13G/A, 1995-02-01
AIRCRAFT PARTS & AUXILIARY EQUIPMENT, NEC
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                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                               SCHEDULE 13G

                 Under the Securities Exchange Act of 1934
                            (Amendment No. 3)*


                          COLTEC INDUSTRIES, INC.
                             (Name of Issuer)

                                  COMMON
                      (Title of Class of Securities)

                                196879100         
                              (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 page(s))

                          Page 1 of 10 Pages
<PAGE>    <PAGE>
 ________________________________________________________________

                                   13G

CUSIP NO. 196879100                      PAGE 2 OF 10 PAGES

______________________________________________________________
1    NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

     OPPENHEIMER GROUP, INC.
     I.R.S. NO. 13-3331657
______________________________________________________________
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) 
                                                       (b)  X
______________________________________________________________
3    SEC USE ONLY

______________________________________________________________
4    CITIZENSHIP OR PLACE OF ORGANIZATION

     DELAWARE
______________________________________________________________
NUMBER OF      5    SOLE VOTING POWER
                    
SHARE               0
               _______________________________________________
BENEFICIALLY   6    SHARED VOTING POWER

OWNED BY            8,877,960               
               _______________________________________________
EACH           7    SOLE DISPOSITIVE POWER

REPORTING           0
               _______________________________________________
PERSON         8    SHARED DISPOSITIVE POWER

WITH                8,877,960
______________________________________________________________
9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
     PERSON
                    8,877,960
______________________________________________________________
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
     CERTAIN SHARES 

_____________________________________________________________
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

                    12.70%
______________________________________________________________
12   TYPE OF REPORTING PERSON

     HC
______________________________________________________________
PAGE
<PAGE>
______________________________________________________________
                               
                               13G

CUSIP NO. 196879100                      PAGE 3 OF 10 PAGES

______________________________________________________________
1    NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

     OPPENHEIMER CAPITAL
     I.R.S. NO. 13-3413767
_____________________________________________________________
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) 
                                                       (b)  X
______________________________________________________________
3    SEC USE ONLY

______________________________________________________________
4    CITIZENSHIP OR PLACE OF ORGANIZATION

     DELAWARE
______________________________________________________________
NUMBER OF      5    SOLE VOTING POWER
                    
SHARE               0
               _______________________________________________
BENEFICIALLY   6    SHARED VOTING POWER

OWNED BY            8,641,560               
               _______________________________________________
EACH           7    SOLE DISPOSITIVE POWER

REPORTING           0
               _______________________________________________
PERSON         8    SHARED DISPOSITIVE POWER

WITH                8,641,560
______________________________________________________________
9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
     PERSON
                    8,641,560
______________________________________________________________
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
     CERTAIN SHARES 

______________________________________________________________
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

                    12.36%
______________________________________________________________
12   TYPE OF REPORTING PERSON

     IA
______________________________________________________________
PAGE
<PAGE>
                                            Page 4 of 10 Pages
             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549

                        Schedule 13G
               Under the Securities Exchange Act of 1934

Check the following box if a fee is being paid with this Statement 

Item 1(b)          Name of Issuer:     COLTEC INDUSTRIES, INC.

         
Item 1(b)          Address of Issuer's Principal Executive Offices:

                   430 Park Avenue, New York, NY  10022

Item 2(a)          Name of Person Filing:

                   Oppenheimer Group, Inc.

Item 2(b)          Address of Principal Business Office:

                   Oppenheimer Tower, World Financial Center
                   New York, New York 10281

Item 2(c)          Citizenship:

                   Inapplicable

Item 2(d)          Title of Class of Securities:

                   Common 

Item 2(e)          CUSIP Number:  196879100

                         
Item 3(g)          ____X____ Parent Holding Company, in accordance
with 
                   Section 240.13d - 1(b)(1)(ii)(G)  
                   See Exhibit I hereto

Item 4(a)          Amount Beneficially Owned:

                   Oppenheimer Group, Inc.      - 8,877,960 *

Item 4(b)          Percent of Class:

                   Oppenheimer Group, Inc.      -  12.70% *  

*  Includes amount beneficially owned by Oppenheimer Capital as
disclosed on Page 3 hereof.
PAGE
<PAGE>
                                                  Page 5 of 10 Pages
Item 4(c)(i)   Sole Power to Vote or to direct the vote -
                    Oppenheimer Group, Inc.   -            0


Item 4(c)(ii)  Shared power to vote or to direct the vote - 
                    Oppenheimer Group, Inc.   - 8,877,960  *

Item 4(c)(iii) Sole power to dispose or to direct the disposition of -
                    Oppenheimer Group, Inc.   -            0

Item 4(c)(iv)  Shared power to dispose or to direct the disposition of -
                    Oppenheimer Group, Inc.   -  8,877,960  *

Item 5         Ownership to Five Percent or Less of a Class:
                    Inapplicable

Item 6         Ownership of More than Five Percent on Behalf of
                    Another Person:

                    See Exhibit A hereto

Item 7         Identification and Classification of the Subsidiary Which
               Acquired the Security Being Reported on By the Parent
               Holding Company: 

                    See Exhibit II hereto

Item 8         Identification and Classification of Members of the Group:
                    Inapplicable

Item 9         Notice of Dissolution of Group:
                    Inapplicable

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:               February 1, 1995

Signature:      By: /s/ Robert I. Kleinberg    

Name/Title:         Robert I. Kleinberg, Vice President/Secretary       


*    Includes amount beneficially owned by Oppenheimer Capital as disclosed
     on Page 3 hereof.
<PAGE>                                
<PAGE>
                                          Page 6 of 10 Pages 

                           EXHIBIT A


     The Managing General Partner of Oppenheimer Capital, a registered
     investment adviser, and certain persons to whom it has delegated the
     authority, have the power on behalf of Oppenheimer Capital to direct
     the use of dividends or proceeds of sale of more than five (5%)
     percent of such securities as disclosed on Page 3 hereof. The Board of
     Directors, certain officers and other employees of Oppenheimer & Co.,
     Inc., a registered broker-dealer, have the power to direct the use of
     dividends or proceeds of sale of less than five (5%) percent of these
     securities. 

MIK8-exhibit.A/2
PAGE
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                                          Page 7 of 10 pages
                              EXHIBIT I 

Oppenheimer Group, Inc. ("Oppenheimer Group") is a holding company
which owns directly and indirectly a variety of subsidiary companies
("Subsidiaries") including the companies identified on the exhibit to
this Schedule 13G engaged in various aspects of the financial services
business.  83.39% of the issued and outstanding Common Stock of
Oppenheimer Group is owned by Oppenheimer & Co., L.P., ("Oppenheimer
LP"), a limited partnership formed by the management of Oppenheimer. 
The general and limited partnership interests in Oppenheimer LP are
owned by employees of Oppenheimer & Co., Inc. ("Opco") and its
affiliates and include the executive officers of Opco.  16.61% of
Group's capital stock has been issued to certain Oppenheimer LP
warrantholders upon presentation for exercise of warrants issued to
various investors in Oppenheimer LP's 1986 Private Placement.  Opco, an
indirect wholly-owned subsidiary of Oppenheimer Group, is a diversified
investment banking and securities firm.  Oppenheimer Financial Corp., a
wholly-owned subsidiary of Oppenheimer Group, is the sole general
partner of Oppenheimer Capital, L.P. ("Opcap LP"), a limited
partnership which owns a majority interest in Oppenheimer Capital
general partnership, which carries on an investment advisory business
activity directly and through certain investment advisory companies one
of which serves as advisor to a group of mutual funds. 
The amendment to Schedule 13G is being filed by Oppenheimer Group as a
parent holding company pursuant to the provisions of Rule 13(d) - (1)
(b) on behalf of Oppenheimer LP and the Subsidiaries and/or certain
investment advisory clients or discretionary accounts of the
Subsidiaries and relating to their collective beneficial ownership of
shares of common stock of the Issuer.
<PAGE>
                                               Page 8 of 10 Pages

Management of the affairs of Oppenheimer Group, the Subsidiaries and of
certain advisory clients including decisions respecting dispositions
and/or voting of the shares of the common stock of the Issuer resides
in respective officers and directors of the Subsidiaries and is not
directed by Oppenheimer Group or Oppenheimer LP.   

Accordingly, the filing of this amendment to Schedule 13G by
Oppenheimer Group is not intended as, and should not be deemed, an
acknowledgment of beneficial ownership or shared voting or dispositive
power by Oppenheimer Group, Oppenheimer LP or any intermediary company
of the shares of the common stock of the Issuer owned by such
Subsidiaries or investment advisory clients of investment advisory
clients, such beneficial ownership or attribution or shared voting or
dispositive power being disclaimed.


MIK8-EXHIBIT.I95                                                  
PAGE
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                                                 Page 9 of 10 Pages
                             EXHIBIT II 

  The Parent Holding Company is filing on behalf of Oppenheimer
  Financial Corp., Oppenheimer Equities, Inc. and Oppenheimer Holdings,
  Inc. which would be classified as Item 3(g), Oppenheimer & Co., Inc.
  which would be classified as Item 3(a), and Oppenheimer Capital which
  would be classified as Item 3(e).


  MIK8-EX-IIB
<PAGE>
<PAGE>
                                            Page 10 of 10 Pages


                              EXHIBIT III    



  The undersigned hereby acknowledges and agrees that a report on
  Schedule 13G being filed by Oppenheimer Group, Inc. on or about the
  date hereof, relating to the common stock of Coltec Industries, Inc.
  is filed on behalf of the undersigned.



  DATED:  February 1, 1995



                                  OPPENHEIMER CAPITAL


                             By: /s/ Robert I. Kleinberg
                                 Robert I. Kleinberg
                                 Vice President & Secretary of
                                 Oppenheimer Financial Corp.,
                                 The Managing General Partner. 




MIK8-COLTEC.195



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