INCO LTD
SC 13G/A, 1997-02-24
PRIMARY SMELTING & REFINING OF NONFERROUS METALS
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                      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. 1)

                                 INCO LIMITED
                    ----------------------------------------
                               (Name of Issuer)

                                 Common Stock
                    ----------------------------------------
                        (Title of Class of Securities)

                                   45325840
                          --------------------------
                                (CUSIP Number)

                              -----------------

Check the following box if a fee is being paid with this statement /X/. 

                               Page 1 of 5 Pages

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                                                                   SCHEDULE 13G

CUSIP No. 45325840                  13G                       Page 2 of 5 Pages
- --------------------------------------------------------------------------------
    1       NAME OF REPORTING PERSON
            S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                     T.A.L. Investment Counsel Ltd.

- --------------------------------------------------------------------------------
    2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*        (a)  /_/
                                                                     (b)  /_/

- --------------------------------------------------------------------------------
    3       SEC USE ONLY

- --------------------------------------------------------------------------------
    4       CITIZENSHIP OR PLACE OF ORGANIZATION

            Canada
- --------------------------------------------------------------------------------
                                      5      SOLE VOTING POWER
            NUMBER OF                        Not applicable
             SHARES                   ------------------------------------------
          BENEFICIALLY                6      SHARED VOTING POWER         
            OWNED BY                         Not applicable
              EACH                    ------------------------------------------
            REPORTING                 7      SOLE DISPOSITIVE POWER      
             PERSON                          Not applicable
              WITH                    ------------------------------------------
                                      8      SHARED DISPOSITIVE POWER    
                                             Not applicable
- --------------------------------------------------------------------------------
    9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            Not Applicable

- --------------------------------------------------------------------------------
    10      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
            SHARES
                                                                     /_/  
- --------------------------------------------------------------------------------
    11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

            
- --------------------------------------------------------------------------------
    12      TYPE OF REPORTING PERSON

            IA
- --------------------------------------------------------------------------------

                                     -2-

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                                 Schedule 13G

ITEM 1(A).        NAME OF ISSUER:

                  INCO LIMITED

ITEM 1(B).        ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

                  Royal Trust Tower, Toronto - Dominion Centre
                  Toronto, Ontario 45K 1N4
                  
ITEM 2(A).        NAME OF PERSON FILING:

                  T.A.L. Investment Counsel Ltd.
                
ITEM 2(B).        ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

                  The principal business office is 1000 de la Gauchetiere West,
                  Suite 3100, Montreal, Quebec, Canada H3B 4W5

ITEM 2(C).        CITIZENSHIP:

                  Canada

ITEM 2(D).        TITLE OF CLASS OF SECURITIES:

                  Common Stock

ITEM 2(E).        CUSIP NUMBER:

                  45325840

ITEM 3.           IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR
                  13d-2(b), CHECK WHETHER THE PERSON FILING IS A:

                  (e)   /X/  Investment Adviser registered under Section 203 of
                             the Investment Advisers Act of 1940


ITEM 4.           OWNERSHIP:

                  (a) Amount beneficially owned: 

                  (b) percent of class: 

                  (c) Number of shares as to which such person has:


                                     -3-
<PAGE>

                      (i)    Sole power to vote or to direct the vote: Not
                             applicable


                             
                      (ii)   Shared power to vote or to direct the vote: Not
                             applicable

                      (iii)  Sole power to dispose or to direct the disposition
                             of: Not applicable

                      (iv)   Shared power to dispose or to direct the 
                             disposition of: Not applicable

ITEM 5.           OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

                  If this statement is being filed to report the fact that as
                  of the date hereof the reporting person has ceased to be the
                  beneficial owner of more than five percent of the class of
                  securities, check the following [X].

ITEM 6.           OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
                  PERSON.

                  Various persons have the right to receive or the power to
                  direct the receipt of dividends from, or the proceeds from
                  the sale of, the common stock of INCO LIMITED. No one 
                  person's interest in the common stock of INCO LIMITED is more
                  than five percent of the total outstanding common stock.

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

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 or such securities
                  and were not acquired in connection with or as a participant
                  in any transaction having such purpose or effect.

                                     -4-

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                                   SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I 
certify that the information set forth in this Schedule 13G in connection with 
T.A.L. Investment Counsel Ltd.'s beneficial ownership of the common stock of 
INCO LIMITED at December 31, 1996 is true, complete and correct.


Date: February 13, 1997

                                          T.A.L. INVESTMENT COUNSEL LTD.



                                          /s/ Assunta Di Lorenzo
                                          ------------------------------
                                          By: Assunta Di Lorenzo
                                              Legal Counsel and
                                              Corporate Secretary



                                     -5-





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