SOLV EX CORP
SC 13D/A, 1998-12-11
CRUDE PETROLEUM & NATURAL GAS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                 SCHEDULE 13D/A

                    Under the Securities Exchange Act of 1934


                                (Amendment No. 1)

                               Solv-Ex Corporation
                                (Name of Issuer)

                                 Common Stock,
                            $.01 par value per share
                         (Title of Class of Securities)

                                    83438010
                                 (CUSIP Number)

Mary N. Owen, Esq.                                   with copies to:
Director                                             Donald P. Madden, Esq.
Deutsche Bank Securities Inc.                        White & Case LLP
31 West 52nd Street                                  1155 Avenue of the Americas
New York, NY 10019                                   New York, NY 10036
212-469-3754                                         212-819-8800
- --------------------------------------------------------------------------------
          (Name, Address and Telephone Number of Person Authorized to
                      Receive Notices and Communications)






                                December 1, 1998
             (Date of Event which Requires Filing of this Statement)

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 [  ].


<PAGE>



                                  SCHEDULE 13D

- ---------------------------------
 CUSIP No. 83438010              
- ---------------------------------

- -------- -----------------------------------------------------------------------
 1       NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
          Deutsche Bank AG
- -------- -----------------------------------------------------------------------
 2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP           (a)  [  ]
                                                                    (b)  [  ]
- -------- -----------------------------------------------------------------------
 3       SEC USE ONLY

- -------- -----------------------------------------------------------------------
 4       SOURCE OF FUNDS
           OO
- -------- -----------------------------------------------------------------------
 5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED        [  ]
         PURSUANT TO ITEMS 2(d) or 2(e)
- -------- -----------------------------------------------------------------------
 6       CITIZENSHIP OR PLACE OF ORGANIZATION
           Federal Republic of Germany
- ----------------------------------- ------- ------------------------------------
NUMBER OF SHARES BENEFICIALLY        7      SOLE VOTING POWER
OWNED BY EACH REPORTING                       0
PERSON WITH                         ------- ------------------------------------
                                     8      SHARED VOTING POWER
                                              0
                                    ------- ------------------------------------
                                     9      SOLE DISPOSITIVE POWER
                                              0
                                    ------- ------------------------------------
                                     10     SHARED DISPOSITIVE POWER
                                              0
- -------- -----------------------------------------------------------------------
 11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

           0
- -------- -----------------------------------------------------------------------
12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
         CERTAIN SHARES                                                  [  ]
- -------- -----------------------------------------------------------------------
13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

           0.0%
- -------- -----------------------------------------------------------------------
14       TYPE OF REPORTING PERSON

           HC, BK, CO
- -------- -----------------------------------------------------------------------





<PAGE>



Item 1.    Security and Issuer

           The  response to this item set forth in the  Schedule 13D relating to
Solv-Ex  Corporation  ("Solv-Ex")  filed on  October  17,  1996  (the  "Original
Schedule  13D") is  incorporated  herein  by  reference  as if set forth in this
amendment in its entirety.


Item 2.    Identity and Background

           Except for the  attached  Schedule A which  replaces  the  Schedule A
referenced in the Original  Schedule 13D, the response to this item set forth in
the Original Schedule 13D is incorporated herein by reference as if set forth in
this amendment in its entirety.


Item 3.    Source and Amount of Funds or Other Consideration

           Since no funds were used and no  acquisition  was made in  connection
with this Schedule 13D/A filing, Item 3 is inapplicable.

Item 4.    Purpose of the Transaction

           Since no acquisition  of securities was made in connection  with this
Schedule 13D/A filing, Item 4 is inapplicable.


Item 5.  Interest in Securities of the Issuer

     (a)  Neither  Deutsche  Bank  AG nor  any  person  named  in  Item 2 is the
beneficial owner of Common Stock of Solv-Ex.

     (b)  Not applicable.

     (c)  Pursuant  to order  of the  United  States  Bankruptcy  Court  for the
District of New Mexico,  December 1, 1998 was  established  as the date by which
shares of Common Stock of Solv-Ex must have been surrendered in order to entitle
the holder thereof to receive in exchange  shares of a new class of common stock
of Solv-Ex and a warrant to purchase  additional shares of such new common stock
of  Solv-Ex.  Shares of  Common  Stock of  Solv-Ex  not  exchanged  on or before
December  1, 1998  cease to be valid  securities  of  Solv-Ex  and any holder of
Common Stock of Solv-Ex, by failing to make such exchange, forfeits its right to
receive the new Solv-Ex common stock. Deutsche Bank AG, Alulux, Sandvest, and to
the best  knowledge  and belief of Deutsche  Bank AG,  PheMex and Silva (each of
which is described in the  Original  Schedule  13D) did not present for exchange
the  shares  of  Common  Stock  of  Solv-Ex  owned  or  controlled  by them  and
consequently ceased to be shareholders of Solv-Ex on December 1, 1998.

     (d) Item 5(d) is inapplicable  because  Deutsche Bank AG no longer owns any
shares of Solv-Ex.

     (e) Deutsche  Bank AG ceased to be the  beneficial  owner of more than five
percent of the Common Stock of Solv-Ex on December 1, 1998.

Item 6.   Contracts, Arrangements, Understandings or Relationships
          with Respect to Securities of the Issuer

          Not applicable.


Item 7.  Material to be filed as Exhibits:

         Not applicable.



<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:  December 11, 1998

                                    DEUTSCHE BANK AG



                                    By:/s/Dieter Eisele
                                       -------------------------------------
                                       Name:   Dr. Dieter Eisele
                                       Title:  Group Head of Compliance



                                    By:/s/Rondal Eric Powell
                                       ------------------------------------
                                       Name:   Rondal E. Powell
                                       Title:  Vice President


<PAGE>


                                                                     SCHEDULE A


           Each person named below is a director or  executive  officer of DBAG,
whose principal business is described above in Item 2.

                                                    Present Principal
  Name and Citizenship       Business Address    Occupation or Employment

Carl L. von Boehm-Bezing  Deutsche Bank AG       Member of the Board of
German                    Taunusanlage 12        Managing Directors,
                          60325 Frankfurt        Deutsche Bank AG
                          The Federal Republic
                          of Germany

Dr. Rolf-E. Breuer        Deutsche Bank AG       Member of the Board of
German                    Taunusanlage 12        Managing Directors,
                          60325 Frankfurt        Deutsche Bank AG
                          The Federal Republic
                          of Germany

Michael Dobson            Deutsche Bank AG       Member of the Board of
United Kingdom            Taunusanlage 12        Managing Directors,
                          60325 Frankfurt        Deutsche Bank AG
                          The Federal Republic
                          of Germany

Dr. Michael Endres        Deutsche Bank AG       Member of the Board of
German                    Taunusanlage 12        Managing Directors,
                          60325 Frankfurt        Deutsche Bank AG
                          The Federal Republic
                          of Germany

Dr. Tessen von Heydebreck Deutsche Bank AG       Member of the Board of
German                    Taunusanlage 12        Managing Directors,
                          60325 Frankfurt        Deutsche Bank AG
                          The Federal Republic
                          of Germany

Dr. Jurgen Krumnow        Deutsche Bank AG       Member of the Board of
German                    Taunusanlage 12        Managing Directors,
                          60325 Frankfurt        Deutsche Bank AG
                          The Federal Republic
                          of Germany

Dr. Ronaldo H. Schmitz    Deutsche Bank AG       Member of the Board of
German                    Taunusanlage 12        Managing Directors,
                          60325 Frankfurt        Deutsche Bank AG
                          The Federal Republic
                          of Germany

Dr. Josef Ackermann       Deutsche Bank AG       Member of the Board of
Swiss                     Taunusanlage 12        Managing Directors,
                          60325 Frankfurt        Deutsche Bank AG
                          The Federal Republic
                          of Germany




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