UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Digicon Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
253804
(CUSIP Number)
Check the following box if a fee is being paid with thestatement / /.
(A fee is not required only if the reporting person: (1) has aprevious
statement on file reporting beneficial ownership of more thanfive percent
of the class of securities described in Item 1; and (2) hasfiled no
amendment subsequent thereto reporting beneficial ownership offive
percent or less of such class.) (See Rule 13d-7.)
* The remainder of this cover page shall be filled out for areporting
person's initial filing on this form with respect to thesubject class of
securities, and for any subsequent amendment containinginformation which
The information required on the remainder of this cover pageshall not be
deemed to be "filed" for the purpose of Section 18 of theSecurities
Exchange Act of 1934 ("Act") or otherwise subject to theliabilities of
that section of the Act but shall be subject to all otherprovisions of
the Act.
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CUSIP NO. 253804
SCHEDULE 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Connor, Clark & Company Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ /
(b)/ /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH 5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
1,659,875
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
1,659,875
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTINGPERSON
1,659,875
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDESCERTAIN
SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.87% IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 2 amends and supplements theSchedule 13G
filed by Connor, Clark & Company Ltd. with respect tobeneficial ownership
of shares of the Common Stock of Digicon Inc.
Item 4. Ownership.
Item 4 is amended as follows:
The information previously furnished in response tothis Item is
amended to report beneficial ownership of the Common Stock asof December
31, 1994 as follows:
(a) Amount Beneficially Owned:
1,659,875
(b) Percent of Class:
5.87%
(c) Number of shares as to which the Reporting Person has:
(i) sole power to vote or to direct the vote
0
(ii) shared power to vote or to direct the vote
1,659,875
(iii) sole power to dispose or to direct the
disposition of 0
(iv) shared power to dispose or to direct the
disposition of 1,659,875
<PAGE>
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 14, 1994
By:
/s/ John N. Alexander
Name: John N. Alexander
Title: Chief Operating Officer
