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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4 )*
TCA Cable TV, Inc.
(Name of Issuer)
Common Stock, par value $.10 per share
(Title of Class of Securities)
872241 10 4
(CUSIP Number)
2/1/99
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 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. 872241 10 4
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1. Names of Reporting Persons.
I.R.S. Nos. of above persons (entities only).
Chieftain Capital Management, Inc. 13-3194313
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2. Check the Appropriate Box if a Member of a Group (See
Instructions)
a. Not Applicable
b. Not Applicable
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3. SEC Use Only
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4. Citizenship or Place of Organization New York
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Number of 5. Sole Voting Power -0-
Shares
Beneficially 6. Shared Voting Power 4,200,185
Owned By Each
Reporting 7. Sole Dispositive Power -0-
Person With:
8. Shared Dispositive Power 4,200,185
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
4,200,185
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10. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) Not Applicable
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11. Percent of Class Represented by Amount in Row (11) 8.5%
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12. Type of Reporting Persons (See Instructions)
IA, CO
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ITEM 4. Ownership
Item 4 is hereby amended as set forth below:
(a) Amount Beneficially Owned: 4,200,185
(b) Percent of Class: 8.5%
(c) Number of shares as to which the filing person has:
(i) sole power to vote or to direct the vote:
-0-
(ii) shared power to vote or to direct the vote:
4,200,185
(iii) sole power to dispose or to direct the
disposition of:
-0-
(iv) shared power to dispose or to direct the
disposition of:
4,200,185
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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 and are held in the
ordinary course of business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that 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.
March 10, 1999
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Date
/s/ John M. Shapiro
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Signature
John M. Shapiro/Managing Director
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Name/Title
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