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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.: 3
Name of Issuer: Harcor Energy, Inc.
Title of Class of Securities: Common Stock, $.10 par value
CUSIP Number: 411628209
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
John Zoraian, c/o Atticus Holdings, L.L.C., 590 Madison Avenue,
32nd Floor, New York, New York 10022; (212) 829-8100
(Date of Event which Requires Filing of this Statement)
December 30, 1997
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*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).
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CUSIP No.: 411628209
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Timothy R. Barakett
2. Check the Appropriate Box if a Member of a Group
a.
b.
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Canada
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
1,046,600
8. Shared Voting Power:
9. Sole Dispositive Power:
1,046,600
10. Shared Dispositive Power:
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,046,600
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
6.43%
14. Type of Reporting Person
IN
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The purpose of this Amendment No. 3 to the previously filed
Schedule 13D is to report that the ownership of Timothy R.
Barakett (the "Reporting Person") in the Common Stock, $.10 par
value (the "Shares"), of Harcor Energy, Inc. (the "Issuer") has
decreased from 8.50% to 6.43% of the Shares outstanding. All
capitalized terms not defined herein have the definitions given
them in the original Schedule 13D.
Item 1. Security and Issuer
No change.
Item 2. Identity and Background
No change.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, the Reporting Person is deemed to
beneficially own 1,046,600 Shares. All 1,046,600 Shares
are held by either the Partnership, the International
Fund or the managed accounts. All the Shares were
purchased in open market transactions. The Shares were
purchased for an aggregate purchase price of
$5,936,446.99. The funds for the purchase of the Shares
held in the Partnership, the International Fund or the
managed accounts have come from the working capital of
the Partnership, the International Fund or the managed
accounts. The working capital of these entities
includes the proceeds of margin loans entered into in
the ordinary course of business with Bear, Stearns &
Co., Inc., such loans being secured by the securities
owned by them.
Item 4. Purpose of Transactions
No change.
Item 5. Interest in Securities of Issuer
As of the date hereof, the Reporting Person is deemed to
be the beneficial owner of 1,046,600 Shares. Based on
the Issuer's filing on Form 10-Q on November 14, 1997,
as of November 14, 1997 there were 16,268,387 Shares
outstanding. Therefore, the Reporting Person may be
deemed to beneficially own 6.43% of the outstanding
Shares. None of the Partnership, the International Fund
or any of the managed accounts by itself owns greater
than 5% of the outstanding Shares. The Reporting Person
has the power to vote, direct the vote, dispose of or
direct the disposition of all the Shares that he is
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deemed to beneficially own. All transactions in the
Shares effected by the Reporting Person during the sixty
days prior to December 30, 1997 through the date of this
filing were effected in open-market transactions and are
set forth in Exhibit A hereto.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
No change.
Item 7. Material to be Filed as Exhibits
A description of the transactions in the Shares
that were effected by the Reporting Person during
the sixty days prior to December 30, 1997 through
the date of this filing is set forth in Exhibit A
hereto.
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Signature
The undersigned, after reasonable inquiry and to
the best of his knowledge and belief, certifies that the
information set forth in this statement is true, complete
and correct.
/s/ Timothy R. Barakett
_____________________________
Timothy R. Barakett
January 9, 1998
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02090003.AE7
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Exhibit A
SCHEDULE OF TRANSACTIONS
Price Per Share
Date Shares Purchased or (Sold) (excluding commission)
____ ________________________ _________________
10/31/97 10,000 $4.2163
11/07/97 1,000 4.1125
11/24/97 (121,000) 2.8874
11/25/97 (51,200) 2.8931
11/25/97 (68,800) 2.8934
12/30/97 (150,000) 1.6249
12/31/97 (50,000) 1.6246
02090003.AE7
