UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Celestial Seasonings
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(Name of Issuer)
Common Shares
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(Title of Class of Securities)
151016102
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(CUSIP Number)
Check the following box if a fee is being paid with this statement X .
___
(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 5 Pages
SCHEDULE 13G
CUSIP No. 151016102 Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Quaker Capital Management Corporation
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ___
(b) X
---
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
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NUMBER OF 5 SOLE VOTING POWER 1,000
SHARES
BENEFICIALLY 6 SHARED VOTING POWER 219,600
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER 1,000
REPORTING
PERSON 8 SHARED DISPOSITIVE POWER 219,600
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
220,600
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
___
The Reporting Person disclaims beneficial ownership of 219,600 shares
owned by its clients.
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.39%
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12 TYPE OF REPORTING PERSON*
IA
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SCHEDULE 13G
CUSIP NO. 151016102
Pursuant to Rule 13d-1 and 13d-2 promulgated under the Securities
Exchange Act of 1934, as amended, the undersigned hereby files this
Schedule 13G.
Item 1. (a) The name of the Issuer is Celestial Seasonings.
(b) The address of the Issuer's principal executive offices is
4600 Sleepytime Drive, Boulder, Colorado 80301-3292.
Item 2. (a) The name of the person filing this report is Quaker Capital
Management Corporation (the "Reporting Person").
(b) The address of the principal place of business of the
Reporting Person is The Arrott Building, 401 Wood Street,
Suite 1300, Pittsburgh, Pennsylvania 15222-1824.
(c) The Reporting Person is a corporation organized and existing
under the laws of the Commonwealth of Pennsylvania.
(d) and (e) This report relates to the Common Stock of
Celestial Seasonings. CUSIP No. 151016102.
Item 3. The Reporting Person is a corporation registered as an Investment
Adviser Under Section 203 of the Investment Advisers Act of 1940.
Item 4. Ownership
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(a) The Reporting Person, in its capacity as investment adviser,
may be deemed to be the beneficial owner of 219,600 shares
of the Common Stock of the Issuer which are owned by various
investment advisory clients of the Reporting Person in
accounts over which the Reporting Person has discretionary
authority. The filing of this report shall not be construed
as an admission that the Reporting Person is, for purposes
of Section 13(d) or 13(g) of the Act, the beneficial owner
of these securities. Additionally, the Reporting Person
and/or its principals own 1,000 shares of the Common Stock
of the Issuer.
(b) The shares covered by this report represent 5.39% of the
Common Stock of the Issuer.
(c) None of the clients of the Reporting Person is known to own
more than 5% of the Common Stock of the Issuer. The
Reporting Person shares voting and dispositive power over
the 219,600 shares owned by its clients and held in accounts
over which it has discretionary authority. The Reporting
Person and/or its principals have sole voting and
dispositive power over the 1,000 shares owned by the
Reporting Person and/or its principals.
Page 3 of 5 Pages
Item 5. Ownership of Five Percent or Less of a Class
---------------------------------------------
Not applicable.
Item 6. Ownership of More than Five Percent on
Behalf of Another Person
---------------------------------------
219,600 of the shares with respect to which this report is filed
are owned by a variety of investment advisory clients of the
Reporting Person, which clients are entitled to receive dividends
on and the proceeds from the sale of such shares. No client is
known to own more than 5% of the class.
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 the Members of the Group
-------------------------------------------------------
Not applicable.
Item 9. Notice of Dissolution of a Group
--------------------------------
Not applicable.
Item 10. Certification
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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 of such securities and were not acquired in
connection with or as a participant in any transaction involving
such purposes or effect.
Page 4 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.
QUAKER CAPITAL MANAGEMENT CORPORATION
February 15, 1996 By: /s/ Mark G. Schoeppner
-----------------------------------
Mark G. Schoeppner
President
Page 5 of 5 Pages
