6
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Amendment Number 2)
Under the Securities Exchange Act of
1934
Tosco Corporation
(Name of Issuer)
Common Stock $0.75 par value
(Title of Class of Securities)
891-490-30-2
(CUSIP Number)
Check the following box if a fee is being paid
with this statement [ ].
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.
<PAGE>
Cusip Number: 891-490-30-2
1
Name of Reporting Person and S.S. or I.R.S.
Identification Number of Above Person:
Tiger Management L.L.C.
2
Check the Appropriate Box if a Member
of a Group:
(a)
(b)
3
SEC Use Only:
4
Citizenship or Place of Organization:
Delaware
5 Sole Voting Power: -0-
6 Shared Voting Power: 3,728,800
7 Sole Dispositive Power: -0-
8 Shared Dispositive Power: 3,728,800
9
Aggregate Amount Beneficially Owned by
Each Reporting Person: 3,728,800
10
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares:
11
Percent of Class Represented by Amount
in Row (9): 8.5%
12
Type of Reporting Person:
IA
Cusip Number: 891-490-30-2
1
Name of Reporting Person and S.S. or
I.R.S. Identification Number of Above
Person:
Tiger Performance L.L.C.
2
Check the Appropriate Box if a Member
of a Group:
(a)
(b)
3
SEC Use Only:
4
Citizenship or Place of Organization:
Delaware
5 Sole Voting Power: -0-
6 Shared Voting Power: 2,199,400
7 Sole Dispositive Power: -0-
8 Shared Dispositive Power: 2,199,400
9
Aggregate Amount Beneficially Owned by
Each Reporting Person: 2,199,400
10
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares:
11
Percent of Class Represented by Amount
in Row (9): 5.0%
12
Type of Reporting Person:
IA
<PAGE>
Cusip Number: 891-490-30-2
1
Name of Reporting Person and S.S. or
I.R.S. Identification Number of Above
Person:
Panther Partners, L.P.
2
Check the Appropriate Box if a Member
of a Group:
(a)
(b)
3
SEC Use Only:
4
Citizenship or Place of Organization:
Delaware
5 Sole Voting Power: -0-
6 Shared Voting Power: 348,600
7 Sole Dispositive Power: -0-
8 Shared Dispositive Power: 348,600
9
Aggregate Amount Beneficially Owned by
Each Reporting Person: 348,600
10
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares:
11
Percent of Class Represented by Amount
in Row (9): 0.8%
12
Type of Reporting Person:
IV PN
<PAGE>
Cusip Number: 891-490-30-2
1
Name of Reporting Person and S.S. or
I.R.S. Identification Number of Above
Person:
Panther Management Company, L.P
2
Check the Appropriate Box if a Member
of a Group:
(a)
(b)
3
SEC Use Only:
4
Citizenship or Place of Organization:
Delaware
5 Sole Voting Power: -0-
6 Shared Voting Power: 348,600
7 Sole Dispositive Power: -0-
8 Shared Dispositive Power: 348,600
9
Aggregate Amount Beneficially Owned by
Each Reporting Person: 348,600
10
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares:
11
Percent of Class Represented by Amount
in Row (9): 0.8%
12
Type of Reporting Person:
IA PN
<PAGE>
Cusip Number: 891-490-30-2
1
Name of Reporting Person and S.S. or
I.R.S. Identification Number of Above
Person:
Julian H. Robertson, Jr.
2
Check the Appropriate Box if a Member
of a Group:
(a)
(b)
3
SEC Use Only:
4
Citizenship or Place of Organization:
U.S.
5 Sole Voting Power: -0-
6 Shared Voting Power: 6,316,800
7 Sole Dispositive Power: -0-
8 Shared Dispositive Powe: 6,316,800
9
Aggregate Amount Beneficially Owned by
Each Reporting Person: 6,316,800
10
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares:
11
Percent of Class Represented by Amount in Row
(9): 14.5%
12
Type of Reporting Person:
IN
<PAGE>
Item 1(a) Tosco Corporation
Item 1(b) 72 Cummings Point Road, Stamford, Ct.
06902
Item 2(a) This statement is filed on behalf of
Tiger Management L.L.C.("TMLLC"), Tiger Performance
L.L.C. ("TPLLC"), Panther Partners, L.P.
("Panther") and Panther Management Company, L.P.
("PMCLP").
Julian H. Robertson, Jr. is the ultimate
controlling person of TMLLC, TPLLC and PMCLP.
Item 2(b) The address of each reporting person is
101 Park Avenue, New York, NY 10178
Item 2(c) Incorporated by reference to item (4) of
the cover page pertaining to each reporting person.
Item 2(d) Common Stock $0.75 par value
Item 2(e) 891-490-30-2
Item 3 Panther is an investment company registered
under Section 8 of the Investment Company Act. Each
of TMC and PMCLP is an investment adviser registered
under Section 203 of the Investment Advisers Act of
1940.
Item 4 Ownership as of December 31, 1996 is
incorporated by reference to items (5) - (9) and (11)
of the cover page pertaining to each reporting
person.
Item 5 Not applicable
Item 6 Other persons are known to have the right to
receive dividends from, or proceeds from the sale of,
such securities. The interest of one such person, The
Jaguar Fund N.V., a Netherlands Antilles corporation,
is more than 5%.
Item 7 Not applicable
Item 8 Not applicable
<PAGE>
Item 9 Not applicable
Item 10. 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
purpose or effect.
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 12, 1997
TIGER MANAGEMENT L.L.C.
/s/ Nolan Altman,
Chief Financial Officer
TIGER PERFORMANCE L.L.C.
/s/ Nolan Altman,
Chief Financial Officer
PANTHER PARTNERS, L.P.
By: Panther Management Company, L.P.,
its General Partner
By: Panther Management Corporation,
its General Partner
/s/ Nolan Altman,
Chief Financial Officer
PANTHER MANAGEMENT COMPANY, L.P.
By: Panther Management Corporation,
its General Partner
/s/ Nolan Altman,
Chief Financial Officer
JULIAN H. ROBERTSON, JR.
By: /s/ Nolan Altman
Under Power of Attorney dated
1/27/95
On file with Schedule 13G for
Kohl's Corp. 2/7/95
<PAGE>
AGREEMENT
The undersigned agree that this Amendment Number
to 2 to Schedule 13G dated February 12, 1997
relating to shares of common stock of Tosco
Corporation shall be filed on behalf of each of
the undersigned.
TIGER MANAGEMENT L.L.C.
/s/ Nolan Altman,
Chief Financial Officer
TIGER PERFORMANCE L.L.C.
/s/ Nolan Altman,
Chief Financial Officer
PANTHER PARTNERS, L.P.
By: Panther Management Company, L.P.,
its General Partner
By: Panther Management Corporation,
its General Partner
/s/ Nolan Altman,
Chief Financial Officer
PANTHER MANAGEMENT COMPANY, L.P.
By: Panther Management Corporation,
its General Partner
/s/ Nolan Altman,
Chief Financial Officer
JULIAN H. ROBERTSON, JR.
By: /s/ Nolan Altman
Under Power of Attorney dated
1/27/95
On File with Schedule 13G for
Kohl's Corp. 2/7/95
