UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
PETROLEUM HEAT AND POWER, INC.
CLASS A COMMON STOCK
(Title of Class of Securities)
716600309
(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).
CUSIP No. 716600309 13G Page 1 of 1 Page
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EIN 23-2858271
SCHNEIDER CAPITAL MANAGEMENT, LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /_/
(b) /_/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
854,683
6 SHARED VOTING POWER
None
7 SOLE DISPOSITIVE POWER
3,378,000
8 SHARED DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,378,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES /_/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.59%
12 TYPE OF REPORTING PERSON
IA
GENERAL INSTRUCTIONS
Item 1.
(a) Name of Issuer
PETROLEUM HEAT AND POWER, INC.
(b) Address of Issuer's Principal Executive Offices
Petroleum Heat and Power, Inc.
2187 Atlantic Street, 5th Floor
Stamford, CT 06902
Item 2.
(a) Name of Person Filing
SCHNEIDER CAPITAL MANAGEMENT, L.P.
(b) Address of Principal Business Office or, if none,
Residence
480 E. Swedesford Road, Suite 1080
Wayne, PA 19087
(c) Citizenship
UNITED STATES
(d) Title of Class of Securities
CLASS A COMMON STOCK
(e) CUSIP Number
716600309
Item 3. If this statement is filed pursuant to Rule 13d-1(b),
or 13d-2(b), check whether the person filing is a:
(a) /_/ Broker or Dealer registered under Section 15 of
the Act
(b) /_/ Bank as defined in section 3(a)(6) of the Act
(c) /_/ Insurance Company as defined in section 3(a)(19)
Of the Act
(d) /_/ Investment Company registered under section 8 of
the Investment Company Act
(e) /x/ Investment Adviser registered under section 203 of
the Investment Advisers Act of 1940
(f) /_/ Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund; see ss.240.13d-1(b)(1)(ii)(F)
(g) /_/ Parent Holding Company, in accordance with
ss.240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) /_/ Group, in accordance with ss.240.13d-1(b)(1)(ii)(H)
Item 4. Ownership.
(a) Amount Beneficially Owned
3,378,000
(b) Percent of Class
14.59%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
854,683
(ii) shared power to vote or to direct the vote
None
(iii) sole power to dispose or to direct the disposition
of
3,378,000
(iv) shared power to dispose or to direct the
disposition of
None
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
/_/.
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
None
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 of such securities and were not acquired in
connection with or as a participant in any transaction
having such 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.
4/7/97
Date
GARY P. SOURA, JR.
Signature
GARY P. SOURA, JR.
ASSISTANT VICE PRESIDENT
Name/Title
The original statement shall be signed by each person on
whose behalf the statement is filed or his authorized
representative. If the statement is signed on behalf of a person
by his authorized representative other than an executive officer
or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall
be filed with the statement, provided, however, that a power of
attorney for this purpose which is already on file with the
Commission may be incorporated by reference. The name and any
title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements of omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001).
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FOR PURPOSES OF MAINTAINING CURRENT RECORDS ON THE
COMMISSION'S EDGAR SYSTEM: Please note that the initial
filing of Schedule 13G for this issuer was identical in all
respects, with the exception of the information noted below:
COVER PAGE TO SCHEDULE 13G
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
599,000
7 SOLE DISPOSITIVE POWER
1,527,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,527,000
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.6%
GENERAL INSTRUCTIONS
Item 4. Ownership
(a) Amount Beneficially Owned
1,527,000
(b) Percent of Class
6.6%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
599,000
(iii) sole power to dispose or to direct the disposition
of 1,527,000
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