UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
SCHEDULE 13G
________________
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
Giant Group, Ltd.
(NAME OF ISSUER)
Common Stock, $.01 par value
(TITLE OF CLASS OF SECURITIES)
374503 10 0
(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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<PAGE>
13G
CUSIP No. 374503 10 0
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
John A. Levin & Co., Inc.
13-3134273
_____________________________________________________________________________
(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
- 0 -
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
227,000
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
- 0 -
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
227,000
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
227,000
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.6%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
IA, BD
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
13G
CUSIP No. 374503 10 0
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
John A. Levin
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
- 0 -
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
227,000
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
- 0 -
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
227,000
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
227,000
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.6%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
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Amendment No. 2 to the Schedule 13G of John A. Levin & Co., Inc.
("Levin & Co.") and John A. Levin with respect to the Common Stock, $.01 par
value (the "Common Stock") of Giant Group, Ltd. (the "Company").
ITEM 1(a) NAME OF ISSUER:
Giant Group, Ltd. (the "Company")
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
150 El Camino Drive, Suite 303, Beverly Hills, California 90212
ITEM 2(a) NAME OF PERSON FILING:
John A. Levin & Co., Inc. ("Levin & Co.")
John A. Levin
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
One Rockefeller Plaza, New York, New York 10020
ITEM 2(c) CITIZENSHIP:
Levin is a corporation organized under the laws of the State of
Delaware. John A. Levin is a citizen of the United States.
ITEM 2(d) TITLE OF CLASS OF SECURITIES:
Common stock, $.01 par value (the "Common Stock").
ITEM 2(e) CUSIP NUMBER:
374503 10 0
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) ( X )Broker or Dealer registered under Section 15 of the
Securities Exchange Act of 1934 (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 of 1940
(e) ( X )Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940
(f) ( )Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
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Security Act of 1974 or Endowment Fund; see Sec.
240.13d-1(b)(1)(ii)(F)
(g) ( )Parent Holding Company, in accordance with Sec. 240.13d-
1(b)(ii)(G) (Note: See item 7)
(h) ( )Group, in accordance with Sec. 240.13d-1(b)(1)(ii)(H)
ITEM 4. OWNERSHIP.
Item 4 is hereby amended and restated as follows:
(a) Amount beneficially owned:
227,000
(b) Percent of class:
5.6%
(based on the 4,072,896 shares of Common Stock reported
outstanding as of May 9, 1996, as reflected in the Company's
quarterly report on Form 10-Q filed with the Securities and
Exchange Commission by the Company for the quarter ended
May 31, 1996).
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
-0-
(ii) shared power to vote or to direct the vote
227,000
(iii) sole power to dispose or to direct the disposition of
-0-
(iv) shared power to dispose or to direct the disposition of
227,000
Levin & Co. holds for the accounts of its investment advisory
clients, and thereby beneficially owns, within the meaning of Rule
13d-3 under the Securities Exchange Act of 1934, the foregoing
shares of Common Stock. By virtue of John A. Levin's positions as
President, director and sole stockholder of Levin & Co., Mr. Levin
may be deemed the beneficial owner of the shares of Common Stock
held by Levin & Co. Levin & Co. has the sole power to vote and
dispose of, and shares the power to vote and dispose of, such
shares of Common Stock to the extent set forth above. All such
powers of Levin & Co. may be exercised by John A. Levin.
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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
This Schedule 13G is filed by John A. Levin and Levin & Co., an investment
adviser registered under Section 203 of the Investment Advisers Act of 1940,
as amended, with respect to Common Stock purchased by Levin & Co. on behalf of
its investment advisory clients. Each such client has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the
sale of, the securities held in such person's account. No such client has any
of the foregoing rights with respect to more than five percent of the class of
securities identified in Item 2(d). There is no agreement or understanding
among such persons to act together for the purpose of acquiring, holding,
voting or disposing of any such securities.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
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ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION. (if filing pursuant to Rule 13d-1(b))
By signing below, Levin & Co. and John A. Levin
certify that, to the best of their knowledge and belief, the
securities referred to above were acquired in the ordinary course
of business, 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.
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: June 4, 1996
JOHN A. LEVIN & CO., INC.
/s/ John A. Levin
---------------------------
John A. Levin
President
/s/ John A. Levin
---------------------------
John A. Levin
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