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. 3)*
Giant Group, Ltd.
(NAME OF ISSUER)
Common Stock, $.01 par value
(TITLE OF CLASS OF SECURITIES)
374503 10 0
(CUSIP NUMBER)
__________________
* 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
- 0 -
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
- 0 -
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
- 0 -
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
- 0 -
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
0%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
IA
_____________________________________________________________________________
** 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
Baker Fentress & Company
36-0767530
_____________________________________________________________________________
(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
- 0 -
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
- 0 -
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
- 0 -
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
- 0 -
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
0%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
IC
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
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Amendment No. 3 to the Schedule 13G of John A. Levin & Co., Inc.
("Levin & Co.") and Baker, Fentress & Company ("Baker Fentress") with respect
to the Common Stock, $.01 par value (the "Common Stock"), of Giant Group, Ltd.
(the "Company"). Schedule 13G is hereby amended and restated in its entirety
as follows:
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.")
Baker, Fentress & Company ("Baker Fentress")
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
John A. Levin & Co., Inc. Baker, Fentress & Company
One Rockefeller Plaza 200 West Madison Street
New York, New York 10020 Chicago, Illinois 60606
ITEM 2(c) CITIZENSHIP:
Levin & Co. and Baker Fentress are each corporations organized
Under the laws of the State of Delaware.
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) ( )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) ( X )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.
(a) Amount beneficially owned:
- 0 -
(b) Percent of class:
0%
(based on the 3,639,255 shares of Common Stock reported
outstanding as of November 5, 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
September 30, 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
- 0 -
(iii) sole power to dispose or to direct the disposition of
- 0 -
(iv) shared power to dispose or to direct the disposition of
- 0 -
Levin & Co., an investment adviser registered under Section 203 of
the Investment Advisers Act of 1940, as amended, 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. Baker Fentress, an investment company registered under the
Investment Company Act of 1940, as amended, is the sole shareholder
of Levin Management Co., Inc., a Delaware corporation ("Levin
Management"), which, as of June 28, 1996, became the sole shareholder
of Levin & Co. Baker Fentress, therefore, may be deemed the
beneficial owner of the shares of Common Stock held by Levin & Co.
John A. Levin remains the President and a director of Levin & Co.
and, as of June 28, 1996, became the President and a director of each
of Levin Management and Baker Fentress and the Chief Executive
Officer of Baker Fentress. Mr. Levin, however, is no longer a
shareholder of Levin & Co., nor is he a controlling shareholder of
Baker Fentress. Therefore, Mr. Levin should no longer be deemed
the beneficial owner of Common Stock held by Levin & Co.
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ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
The reporting persons have ceased to be the beneficial owners of
more than five percent of the Common Stock.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
This Schedule 13G is filed by Levin & Co. and Baker Fentress with
respect to Common Stock purchased by Levin & Co. on behalf of
Levin & Co.'s 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.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
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<PAGE>
ITEM 10. CERTIFICATION. (if filing pursuant to Rule 13d-1(b))
By signing below, Levin & Co. and Baker Fentress 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: February 14, 1997
JOHN A. LEVIN & CO., INC.
/s/ John A. Levin
---------------------------
John A. Levin
President
BAKER FENTRESS & COMPANY
/s/ John A. Levin
---------------------------
John A. Levin
President
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