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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934*
AMENDMENT NO. 1
Gandalf Technologies Inc.
________________________________________________________________________________
(Name of Issuer)
Common Stock, no par value
________________________________________________________________________________
(Title of Class of Securities)
364717108
________________________________________________________________________________
(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).
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CUSIP No. 364717108
___________________________________________________________________________________
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
Iles & Isherwood Inc.
___________________________________________________________________________________
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
___________________________________________________________________________________
(3) SEC Use Only
___________________________________________________________________________________
(4) Citizenship or Place of Organization
Canada
___________________________________________________________________________________
Number of (5) Sole Voting Power
Shares Bene- 3,O59,400 Common Shares
ficially ___________________________________________________________________
Owned by
Each Report- (6) Shared Voting Power none
ing Person
With ___________________________________________________________________
(7) Sole Dispositive Power 3,059,400 Common Shares
___________________________________________________________________
(8) Shared Dispositive Power none
___________________________________________________________________________________
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
3,059,400 Common Shares
___________________________________________________________________________________
(10) Check if the Aggregate Amount in Row (9) Excludes
Certain Shares [ ]
___________________________________________________________________________________
(11) Percent of Class Represented by Amount in Row (9)
10.90%
___________________________________________________________________________________
(12) Type of Reporting Person
CO
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Item 1(a) NAME OF ISSUER:
Gandalf Technologies Inc.
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
130 Colonnade Road South
Nepean, Ontario K2E 7M4
Canada
Item 2(a) NAME OF PERSON FILING:
Iles & Isherwood Inc.
Item 2(b) ADDRESS OF PRINCIPAL OFFICE:
Suite 1305
150 King Street West
Toronto, Ontario M5H IJ9
Canada
Item 2(c) CITIZENSHIP:
Organized under the laws of Canada
Item 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock, no par value
Item 2(e) CUSIP NUMBER: 364717108
Item 3 IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B) OR
13D-2(B), CHECK WHETHER THE PERSON FILING IS A:
(a) ( ) Broker or Dealer registered under Section 15 of the Act.
(b) ( ) Bank as defined in Section 3(a)(6) of the Act.
(c) ( ) Insurance Company as defined in Section 3(a)(19) of the Act.
(d) ( ) Investment Company registered under Section 8 of the Investment Company Act.
(e) ( ) Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940.
(f) ( ) Employee Benefit Plan, Pension Fund which is subject
to provisions of Employee Retirement Income Security
Act of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F).
(g) ( ) Parent Holding Company in accordance with Rule 13d-1(b)(ii)(G).
(h) ( ) Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
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Item 4 OWNERSHIP:
(a) Amount Beneficially Owned: 3,059,400 Common Shares
(b) Percent of Class: 10.90%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 3,059,400 Common Shares
(ii) shared power to vote: none
(iii) sole power to dispose or direct the disposition of: 3,059,400 Common Shares
(iv) shared power to dispose or direct the disposition of: none
See also the response to Item 6, which information is incorporated by
reference in this Item 4.
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
The registered holder of the securities covered by
this report is Technology Investors I Limited
Partnership, a limited partnership (the "Customer")
whose general partner is a wholly-owned subsidiary of
the reporting person. The reporting person acts as
the investment manager of the Customer, and the
Customer has the right to receive any dividends on or
proceeds from the sale of such securities.
Item 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARIES WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
Not applicable.
Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP.
Not applicable.
Item 9 NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
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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 purposes or effect.
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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.
August 17, 1994
/s/ MICHAEL H. ILES
____________________________
Michael H. Iles
President
Iles & Isherwood Inc.
