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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D Amendment No. 2
Under the Securities Exchange Act of 1934
Chateau Properties, Inc.
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
161739107
(CUSIP Number)
Mitchell Tanzman, Oppenheimer & Co., Inc.
200 Liberty Street, New York, New York 10281 (212) 667-6607(Name,
Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
January 29, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13 G
to report the acquisition which is the subject of this Schedule 13D, and
is filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [].
Check the following box if a fee is being paid with the statement [].
(A fee is not required only if the reporting 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.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
* 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 disclosures provided in a prior cover page.
The information required on 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 5 Pages
PAGE
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13D
CUSIP NO. 161739107 PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OPPENHEIMER & CO, INC. I.R.S. NO. 13-2798343
______________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) X
______________________________________________________________
3 SEC USE ONLY
______________________________________________________________
4 SOURCE OF FUNDS
WC; OO (See Item 3)
______________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(c) OR 2(e) X
____________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
______________________________________________________________
NUMBER OF 7 SOLE VOTING POWER
SHARE 78,800
_______________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
_______________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 78,800
_______________________________________________
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
______________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
78,800
______________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
______________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.8%
______________________________________________________________
12 TYPE OF REPORTING PERSON
BD, CO
______________________________________________________________
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Page 3 of 5
SCHEDULE 13D Amendment No.2
THIS AMENDMENT NO. 2 RELATES TO THE SCHEDULE 13D ORIGINALLY FILED WITH
THE COMMISSION ON SEPTEMBER 13, 1996 ON BEHALF OF OPPENHEIMER & CO.,
INC. AND THE SCHEDULE 13D AMENDMENT NO. 1 FILED ON OCTOBER 4, 1996. THE
TEXT OF ITEMS 4, 5 AND 7 OF SAID SCHEDULES 13D ARE AMENDED AS INDICATED
HEREIN. ALL DEFINED TERMS USED HEREIN WITHOUT DEFINITION SHALL HAVE THE
SAME MEANING AS SET FORTH IN THE SCHEDULE 13D DATED SEPTEMBER 13, 1996.
Item 4: Purpose of Transaction
As of January 29, 1997, the Reporting Persons ceased to be the
beneficial owners of more than five percent of the Company's common
stock.
Item 5: Interest In Securities of the Issuer
(a) Aggregate number of Shares: 78,800
Percentage: 0.8% (Based on the Company's Post Effective
Amendment No. 1 to its S-4/A-1 filed with the Commission
on 1/28/97, Registration No. 333-18807).
(b) 1. Sole power to vote or to direct vote: 78,800
2. Shared power to vote or to direct the vote: 0
3. Sole power to dispose or to direct the disposition:
78,800
4. Shared power to dispose or to direct the disposition:
0
(c) Transactions during the past sixty days: (See Exhibit 6)
Except as set forth herein or in Exhibit 6 hereto, to the best
knowledge of Oppenheimer, none of the persons listed in Exhibit
2 hereto beneficially owns any Shares or has effected any
transactions in the Shares since 13D amendment No. 1 was filed.
(d) Not applicable
(e) Not applicable
Item 7 : Material to be filed as Exhibits
a-d -- Incorporated by reference to the Schedule 13D originally
filed with the Commission on September 13, 1996 - Exhibits 1-4.
e-- Incorporated by reference to the Schedule 13D Amendment
No. 1 filed with the Commission on October 4, 1996 - Exhibit
5.
f-- Transactions since 13D Amendment No. 1.
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Page 4 of 5
Exhibit 6
Chateau Properties, Inc.
TRANSACTIONS SINCE 13D AMENDMENT NO. 1
Date of Transaction Number of Shares Price Per Exchange
Purchased/(Sold) Share
______________________________________________________________________
1/29/97 (346,200) 26.50 NYSE
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Page 5 of 5 pages
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: January 30, 1997
/s/Mitchell A. Tanzman
Mitchell Tanzman
Managing Director
