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)*
Centocor, Inc.
(NAME OF ISSUER)
Common Stock, $.01 par value
(TITLE OF CLASS OF SECURITIES)
152342 10 1
(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).
PAGE 1 OF 6 PAGES
<PAGE>
13G
CUSIP No. 152342 10 1
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Ardsley Advisory Partners
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
- 0 -
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
3,790,200
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
- 0 -
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
3,790,200
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
3,790,200
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
7.4%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
IA
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 2 OF 6 PAGES
<PAGE>
13G
CUSIP No. 152342 10 1
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Philip J. Hempleman
_____________________________________________________________________________
(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
3,790,200
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
- 0 -
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
3,790,200
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
3,790,200
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
7.4%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 3 OF 6 PAGES
<PAGE>
The Schedule 13G initially filed for the year ended
December 31, 1994 of (i) Ardsley Advisory Partners and (ii)
Philip J. Hempleman relating to the common stock, par value $.01
per share (the "Common Stock"), issued by Centocor, Inc. (the
"Company") is hereby amended by this Amendment No. 1 to the
Schedule 13G as follows:
ITEM 4. OWNERSHIP.
Item 4 is hereby replaced in its entirety by the
following:
(a) Amount beneficially owned:
3,790,200
(b) Percent of class:
7.4% (based on the 51,249,782 shares of
Common Stock outstanding as of November 1,
1994, as reflected in the Company's Form
10-Q for the quarter ended September 30,
1994.)
(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
3,790,200
(iii) sole power to dispose or to direct
the disposition of
- 0 -
(iv) shared power to dispose or to direct
the disposition of
3,790,200
By virtue of Mr. Hempleman's position as managing
partner of Ardsley Advisory Partners, Mr. Hempleman may be deemed
to have the shared power to vote or direct the vote of, and the
shared power to dispose, or direct the disposition of, the
3,790,200 shares of Common Stock held by the discretionary
accounts managed by Ardsley Advisory Partners, constituting 7.4%
of the shares outstanding and, therefore, Mr. Hempleman may be
deemed to be the beneficial owner of such shares.
PAGE 4 OF 6 PAGES
<PAGE>
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON.
Item 6 is hereby replaced in its entirety by the
following:
This Schedule 13G is filed by Ardsley Advisory
Partners, a Connecticut general partnership ("Advisory"), which
is an investment adviser registered under Section 203 of the
Investment Advisers Act of 1940, as amended, with respect to the
3,790,200 shares of Common Stock held by Advisory at December 31,
1994, for the discretionary accounts of certain clients,
including investment partnerships for which (i) Advisory serves
as the management company and (ii) a general partnership
comprised of the same partners as comprise Advisory serves as
general partner.
By reason of the provisions of Rule 13d-3 under the
Act, Advisory is deemed to own beneficially the shares owned by
the managed accounts. Each client for whose account Advisory has
purchased Common Stock has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of, such shares purchased for his 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.
To the knowledge of Advisory, no other person has the
right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, a number of such shares
which represents more than 5% of the number of outstanding shares
of Common Stock.
ITEM 10. CERTIFICATION. (if filing pursuant to
Rule 13d-1(b))
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, 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.
PAGE 5 OF 6 PAGES
<PAGE>
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.
February 13, 1995
(Date)
ARDSLEY ADVISORY PARTNERS
/s/ PHILIP J. HEMPLEMAN
(Signature)
Philip J. Hempleman/
Managing Partner
(Name/Title)
PHILIP J. HEMPLEMAN
/s/ PHILIP J. HEMPLEMAN
(Signature)
PAGE 6 OF 6 PAGES
