UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
CITY INVESTING COMPANY LIQUIDATING TRUST (CNVLZ)
(Name of Issuer)
Units of Beneficial Interest
(Title of Class of Securities)
CUSIP No. 177900107
(CUSIP Number)
Thomas F. Steyer
Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, California 94111
(415) 421-2132
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 19, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G 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 that Act but shall be subject to all other provisions
of the Act (however, see the Notes).
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 177900107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Farallon Capital Partners, L.P.
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
California
Number of Shares Beneficially Owned By Each Reporting
Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
2,770,878
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
2,770,878
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
2,770,878
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
7.1%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 177900107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Farallon Capital Institutional Partners, L.P.
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
California
Number of Shares Beneficially Owned By Each Reporting
Person With
7 With Sole Voting Power
-0-
8 Shared Voting Power
1,994,752
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,994,752
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
1,994,752
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
5.1%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 177900107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Farallon Capital Institutional Partners II, L.P.
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
California
Number of Shares Beneficially Owned By Each Reporting
Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
1,670,272
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,670,272
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
1,670,272
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
4.3%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 177900107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Tinicum Partners, L.P.
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
New York
Number of Shares Beneficially Owned By Each Reporting
Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
1,006,661
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
1,006,661
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
1,006,661
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
2.6%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 177900107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Farallon Capital Management, Inc.
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
00
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned By Each Reporting
Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
-0-
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
0%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 177900107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Farallon Capital Management, L.L.C.
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
00
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned By Each Reporting
Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
874,785
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
874,785
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
874,785
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
2.2%
14 Type of Reporting Person*
IA,00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 177900107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Farallon Partners, L.L.C.
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned By Each Reporting
Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
7,442,563
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
7,442,563
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
7,442,563
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
19.1%
14 Type of Reporting Person*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 177900107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Enrique H. Boilini
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF, 00
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
Argentina
Number of Shares Beneficially Owned By Each Reporting
Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
8,317,348
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
8,317,348
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
8,317,348
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
21.3%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 177900107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
David I. Cohen
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF, 00
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
South Africa
Number of Shares Beneficially Owned By Each Reporting
Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
8,317,348
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
8,317,348
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
8,317,348
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
21.3%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 177900107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Joseph F. Downes
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF, 00
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each Reporting
Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
8,317,348
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
8,317,348
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
8,317,348
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
21.3%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 177900107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Fleur E. Fairman
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each Reporting
Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
7,442,563
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
7,442,563
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
7,442,563
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
19.1%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 177900107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Jason M. Fish
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF, 00
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each Reporting
Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
8,317,348
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
8,317,348
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
8,317,348
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
21.3%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 177900107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Andrew B. Fremder
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF, 00
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each Reporting
Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
8,317,348
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
8,317,348
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
8,317,348
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
21.3%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 177900107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
William F. Mellin
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF, 00
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each Reporting
Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
8,317,348
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
8,317,348
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
8,317,348
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
21.3%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 177900107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Stephen L. Millham
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF, 00
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each Reporting
Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
8,317,348
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
8,317,348
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
8,317,348
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
21.3%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 177900107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Meridee A. Moore
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF, 00
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each Reporting
Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
8,317,348
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
8,317,348
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
8,317,348
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
21.3%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 177900107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Eric M. Ruttenberg
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF, 00
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each Reporting
Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
-0-
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
-0-
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
0%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 177900107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Thomas F. Steyer
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
AF, 00
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each Reporting
Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
8,317,348
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
8,317,348
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
8,317,348
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
21.3%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
This Amendment No. 8 to Schedule 13D amends the
Schedule 13D initially filed on February 19, 1991
(collectively with all amendments thereto the "Schedule
13D" as follows:
Item 2. Identity and Background
Item 2 as reported on Schedule 13D is hereby amended
and restated in its entirety as follows:
(a) This statement is filed by: (i) Farallon
Capital Partners, L.P., a California limited partnership
("FCP"), with respect to the Units held by it; (ii)
Farallon Capital Institutional Partners, L.P., a Califor-
nia limited partnership ("FCIP"), with respect to the
Units held by it: (iii) Farallon Capital Institutional
Partners II, L.P., a California limited partnership
("FCIP II"), with respect to the Units held by it; (iv)
Tinicum Partners, L.P., a New York limited partnership
("Tinicum"; collectively with FCP, FCIP and FCIP II, the
"Partnerships"), with respect to the Units held by it;
(v) Farallon Capital Management, Inc., a Delaware
corporation; (vi) Farallon Capital Management, L.L.C., a
Delaware limited liability company ("FCMLLC"), with
respect to the Units held by Farallon Capital Offshore
Investors, Inc., a British Virgin Islands corporation
("Offshore") and certain other accounts managed by FCMLLC
(together with Offshore, the "Managed Accounts"); (vii)
Farallon Partners, L.L.C., a Delaware limited liability
company ("FPLLC") with respect to the Units held by each
of the entities named in (i) through (iv) above; (viii)
each of Enrique H. Boilini ("Boilini"), David I. Cohen
("Cohen"), Joseph F. Downes ("Downes"), Jason M. Fish
("Fish"), Andrew B. Fremder ("Fremder"), William F.
Mellin ("Mellin"), Stephen L. Millham ("Millham"),
Meridee A. Moore ("Moore") and Thomas F. Steyer
("Steyer"), with respect to the Units held by each of the
entities named in (i) through (iv) and (vi) above; (ix)
Fleur E. Fairman
<PAGE>
<PAGE>
("Fairman") with respect to the Units held by each of the
entities named in (i) through (iv) above; and (x) Eric M.
Ruttenberg ("Ruttenberg").
As of April 1, 1996, FCMLLC succeeded Farallon
Capital Management, Inc. as investment adviser to the
Managed Accounts. As a result of the assumption of
investment management authority by FCMLLC, Farallon
Capital Management, Inc. is no longer deemed a "benefi-
cial owner" of any Units. As of April 1, 1996, FPLLC
succeeded Messrs. Steyer, Cohen, Downes, Fish, Mellin,
and Ruttenberg, and Mdmes. Fairman and Moore as General
Partner of each of the Partnerships. Because Mr.
Ruttenberg is neither a General Partner of the Partner-
ships nor a managing member of either FPLLC or FCMLLC, he
is no longer deemed a "beneficial owner" of any of the
Units. As of October 1, 1996, Enrique H. Boilini became
a managing member of FCMLLC and FPLLC.
The name, principal business, state of incorpora-
tion, executive officers, directors and controlling
persons of FCMLLC and FPLLC, are set forth on Annex 1
hereto. The ownership of the Units reported hereby for
FCP, FCIP, FCIP II, Tinicum and the Managed Accounts are
owned directly by such entities. Each of Boilini, Cohen,
Downes, Fish, Fremder, Mellin, Millham, Moore and Steyer
may be deemed, as managing members of FPLLC and FCMLLC,
to be the beneficial owners of all such Units, each of
FPLLC and Fairman, as a managing member of FPLLC, may be
deemed to be the beneficial owners of all such Units
other than the Units owned by the Managed Accounts, and
FCMLLC may be deemed to be the beneficial owner of all
such Units owned by the Managed Accounts. Each of
FCMLLC, FPLLC, Boilini, Cohen, Downes, Fairman, Fish,
Fremder, Mellin, Millham, Moore and Steyer hereby
disclaim any beneficial ownership of any such Units.
<PAGE>
<PAGE>
(b) The address of the principal business and
principal office of (i) the Partnerships, FCMLLC and
FPLLC is One Maritime Plaza, Suite 1325, San Francisco,
California 94111, and (ii) Offshore is CITCO Building,
Wickhams Cay, P.O. Box 662, Road Town, Tortola, British
Virgin Islands.
(c) The principal business of each of the Partner-
ships and Offshore is that of a private investment fund
engaging in the purchase and sale of securities for its
own account. The principal business of FPLLC is to act
as General Partner of the Partnerships. The principal
business of FCMLLC is that of a registered investment
adviser.
(d) None of the Partnerships, Farallon Capital
Management, Inc., FCMLLC, FPLLC, Offshore, Ruttenberg or
any of the persons listed on Annex 1 hereto has, during
the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Partnerships, Farallon Capital
Management, Inc., FCMLLC, FPLLC, Offshore, Ruttenberg or
any of the persons listed on Annex 1 hereto has, during
the last five years, been party to a civil proceeding of
a judicial or administrative body of competent jurisdic-
tion and, as a result of such proceeding, was, or is
subject to, a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activi-
ties subject to, federal or state securities laws or
finding any violation with respect to such laws.
Item 3. Source and Amount of Funds and Other Consider-
ation.
Item 3 as reported on the Schedule 13D is hereby
amended and supplemented by the following:
The net investment cost (including commissions) is
$13,000 for the 13,000 Units acquired by FCP since the
previous filing of Schedule 13D, $394,180 for the 393,400
PAGE
<PAGE>
Units acquired by FCIP since the previous filing of
Schedule 13D, $7,800 for the 7,800 Units acquired by FCIP
II since the previous filing of Schedule 13D, $4,700 for
the 4,700 Units acquired by Tinicum since the previous
filing of Schedule 13D and $4,100 for the 4,100 Units
acquired by the Managed Accounts since the previous
filing of Schedule 13D. The consideration was obtained
from the working capital of each respective entity (in
the case of the Partnerships), or the working capital of
the Managed Accounts.
Item 5. Interest in Securities of the Issuer.
Item 5 as reported on the Schedule 13D is hereby
amended and restated in its entirety as follows:
A. Farallon Capital Partners, L.P.
(a), (b) The information set forth in Rows 7, 8, 9,
10, 11 and 13 of the cover page hereto for FCP is
incorporated herein by reference. The percentage amount
set forth in Row 13 of such cover page and of each other
cover page filed herewith is calculated based upon the
38,979,372 Units reported by the Company to be outstand-
ing as of September 30, 1996 in the Company's Form 10Q
for the period ended September 30, 1996.
(c) FCP has effected no transactions in the
Units in the past 60 days.
(d) FPLLC as General Partner has the power to
direct the affairs of FCP, including the disposition of
the proceeds of the sale of the Units. Mr. Steyer is the
senior managing member of FPLLC, and Messrs. Boilini,
Cohen, Downes, Fish, Fremder, Mellin and Millham and
Mdmes. Fairman and Moore are managing members of FPLLC.
(e) Not applicable.
B. Farallon Capital Institutional Partners, L.P.
(a), (b) The information set forth in Rows 7,
8, 9, 10, 11 and 13 of the cover page hereto for FCIP is
incorporated herein by reference.
PAGE
<PAGE>
(c) The trading dates, number of Units
purchased or sold and the price per Unit for all transac-
tions in the Units in the past 60 days are set forth on
Schedule A hereto and are incorporated herein by refer-
ence. All of such transactions were open-market transac-
tions.
(d) FPLLC as General Partner has the power to
direct the affairs of FCIP, including the disposition of
the proceeds of the sale of the Units. Mr. Steyer is the
senior managing member of FPLLC, and Messrs. Boilini,
Cohen, Downes, Fish, Fremder, Mellin and Millham and
Mdmes. Fairman and Moore are managing members of FPLLC.
(e) Not applicable.
C. Farallon Capital Institutional Partners II,
L.P.
(a), (b) The information set forth in Rows 7,
8, 9, 10, 11 and 13 of the cover page hereto for FCIP II
is incorporated herein by reference.
(c) FCIP II has effected no transactions in
the Units in the past 60 days.
(d) FPLLC as General Partner has the power to
direct the affairs of FCIP II, including the disposition
of the proceeds of the sale of the Units. Mr. Steyer is
the senior managing member of FPLLC, and Messrs. Boilini,
Cohen, Downes, Fish, Fremder, Mellin and Millham and
Mdmes. Fairman and Moore are managing members of FPLLC.
(e) Not applicable.
D. Tinicum Partners, L.P.
(a), (b) The information set forth in Rows 7,
8, 9, 10, 11 and 13 of the cover page hereto for Tinicum
is incorporated herein by reference.
(c) Tinicum has effected no transactions in
the Units in the past 60 days.
(d) FPLLC as General Partner has the power to
direct the affairs of Tinicum, including the disposition
of the proceeds of the sale of the Units. Mr. Steyer is
the senior managing member of FPLLC, and Messrs. Boilini,
Cohen, Downes, Fish, Fremder, Mellin and Millham and
Mdmes. Fairman and Moore are managing members of FPLLC.
PAGE
<PAGE>
(e) Not applicable.
E. Farallon Capital Management, Inc.
(a), (b) The information set forth in Rows 7,
8, 9, 10, 11 and 13 of the cover page hereto for Farallon
Capital Management, Inc. is incorporated herein by
reference.
(c) None.
(d) None.
(e) April 1, 1996.
F. Farallon Capital Management, L.L.C.
(a), (b) The information set forth in Rows 7,
8, 9, 10, 11 and 13 of the cover page hereto for FCMLLC
is incorporated herein by reference.
(c) FCMLLC has effected no transactions in the
Units for the Managed Accounts in the past 60 days.
(d) FCMLLC, as an investment adviser, has the
power to direct the disposition of the proceeds from the
sale of the Units held by the Managed Accounts. Mr.
Steyer is the senior managing member of FCMLLC, and
Messrs. Boilini, Cohen, Downes, Fish, Fremder, Millham,
and Mellin and Ms. Moore are managing members of FCMLLC.
(e) Not applicable.
G. Farallon Partners, L.L.C.
(a), (b) The information set forth in Rows 7,
8, 9, 10, 11, and 13 of the cover page hereto for FPLLC
is incorporated herein by reference.
(c) None.
(d) FPLLC as General Partner has the power to
direct the affairs of the Partnerships, including the
disposition of the proceeds of the sale of the Units.
Mr. Steyer is the senior managing member of FPLLC, and
Messrs. Boilini, Cohen, Downes, Fish, Fremder, Mellin and
Millham and Mdmes. Fairman and Moore are managing members
of FPLLC.
PAGE
<PAGE>
(e) Not applicable.
H. Enrique H. Boilini
(a), (b) The information set forth in Rows 7,
8, 9, 10, 11 and 13 of the cover page hereto for Boilini
is incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the power
to direct the affairs of the Partnerships, including the
disposition of the proceeds from the sale of the Units.
FCMLLC, as an investment adviser, has the power to direct
the disposition of the proceeds from the sale of the
Units. held by the Managed Accounts. Mr. Boilini is a
managing member of FCMLLC and FPLLC.
(e) Not applicable.
I. David I. Cohen
(a), (b) The information set forth in Rows 7,
8, 9, 10, 11 and 13 of the cover page hereto for Cohen is
incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the power
to direct the affairs of the Partnerships, including the
disposition of the proceeds from the sale of the Units.
FCMLLC, as an investment adviser, has the power to direct
the disposition of the proceeds from the sale of the
Units held by the Managed Accounts. Mr. Cohen is a
managing member of FCMLLC and FPLLC.
(e) Not applicable.
J. Joseph F. Downes
(a), (b) The information set forth in Rows 7,
8, 9, 10, 11 and 13 of the cover page hereto for Downes
is incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the power
to direct the affairs of the Partnerships, including the
disposition of the proceeds from the sale of the Units.
FCMLLC, as an investment adviser, has the
<PAGE>
power to direct the disposition of the proceeds from the
sale of the Units held by the Managed Accounts. Mr.
Downes is a managing member of FCMLLC and FPLLC.
(e) Not applicable.
K. Fleur E. Fairman
(a), (b) The information set forth in Rows 7,
8, 9, 10, 11 and 13 of the cover page hereto for Fairman
is incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the power
to direct the affairs of the Partnerships, including the
disposition of the proceeds from the sale of the Units.
Ms. Fairman is a managing member of FPLLC.
(e) Not applicable.
L. Jason M. Fish
(a), (b) The information set forth in Rows 7,
8, 9, 10, 11 and 13 of the cover page hereto for Fish is
incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the power
to direct the affairs of the Partnerships, including the
disposition of the proceeds from the sale of the Units.
FCMLLC, as an investment adviser, has the power to direct
the disposition of the proceeds from the sale of the
Units held by the Managed Accounts. Mr. Fish is a
managing member of FCMLLC and FPLLC.
(e) Not applicable.
M. Andrew B. Fremder
(a), (b) The information set forth in Rows 7,
8, 9, 10, 11 and 13 of the cover page hereto for Fremder
is incorporated herein by reference.
(c) None.
PAGE
<PAGE>
(d) FPLLC as the General Partner has the power
to direct the affairs of the Partnerships, including the
disposition of the proceeds from the sale of the Units.
FCMLLC, as an investment adviser, has the power to direct
the disposition of the proceed from the sale of the Units
held by the Managed Accounts. Mr. Fremder is a managing
member of FCMLLC and FPLLC.
(e) Not applicable.
N. William F. Mellin
(a), (b) The information set forth in Rows 7,
8, 9, 10, 11 and 13 of the cover page hereto for Mellin
is incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the power
to direct the affairs of the Partnerships, including the
disposition of the proceeds from the sale of the Units.
FCMLLC, as an investment adviser, has the power to direct
the disposition of the proceeds from the sale of the
Units held by the Managed Accounts. Mr. Mellin is a
managing member of FCMLLC and FPLLC.
(e) Not applicable.
O. Stephen L. Millham
(a), (b) The information set forth in Rows 7,
8, 9, 10, 11 and 13 of the cover page hereto for Millham
is incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the power
to direct the affairs of the Partnerships, including the
disposition of the proceeds from the sale of the Units.
FCMLLC, as an investment adviser, has the power to direct
the disposition of the proceeds from the sale of the
Units held by the Managed Accounts. Mr. Millham is a
managing member of FCMLLC and FPLLC.
(e) Not applicable.
PAGE
<PAGE>
P. Meridee A. Moore
(a), (b) The information set forth in Rows 7,
8, 9, 10, 11 and 13 of the cover page hereto for Moore
is incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the power
to direct the affairs of the Partnerships, including the
disposition of the proceeds from the sale of the Units.
FCMLLC, as an investment adviser, has the power to direct
the disposition of the proceeds from the sale of the
Units held by the Managed Accounts. Ms. Moore is a
managing member of FCMLLC and FPLLC.
(e) Not applicable.
Q. Eric M. Ruttenberg
(a), (b) The information set forth in Rows 7,
8, 9, 10, 11 and 13 of the cover page hereto for
Ruttenberg is incorporated herein by reference.
(c) None.
(d) None.
(e) April 1, 1996.
R. Thomas F. Steyer
(a), (b) The information set forth in Rows 7,
8, 9, 10, 11 and 13 of the cover page hereto for Steyer
is incorporated herein by reference.
(c) None.
(d) FPLLC as the General Partner has the power
to direct the affairs of the Partnerships, including the
disposition of the proceeds from the sale of the Units.
FCMLLC, as an investment adviser, has the power to
direct the disposition of the proceeds from the sale of
the Units held by the Managed Accounts. Mr. Steyer is
the senior managing member of FCMLLC and FPLLC.
(e) Not applicable.
PAGE
<PAGE>
The ownership of the Units reported hereby for FCP,
FCIP, FCIP II, Tinicum and the Managed Accounts are owned
directly by such entities. Each of Boilini, Cohen,
Downes, Fremder, Fish, Mellin, Millham, Moore and Steyer
may be deemed, as managing members of FPLLC and FCMLLC,
to be the beneficial owners of all such Units, each of
FPLLC and Fairman, as a managing member of FPLLC, may be
deemed to be the beneficial owners of all such Units
other than the Units owned by the Managed Accounts, and
FCMLLC may be deemed to be the beneficial owner of all
such Units owned by the Managed Accounts. Each of
FCMLLC, FPLLC, Boilini, Cohen, Downes, Fairman, Fish,
Fremder, Mellin, Millham, Moore and Steyer hereby
disclaim any beneficial ownership of any such Units.
Item 7. Materials to be Filed as Exhibits.
There is filed herewith as Exhibit 1 a written
agreement relating to the filing of joint acquisition
statements as required by Rule 13d-1(f)(l) under the
Securities Exchange Act of 1934, as amended.
PAGE
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our
knowledge and belief, the undersigned certify that the
information set forth in this statement is true, complete
and correct.
Dated: November 27, 1996
/s/ Thomas F. Steyer
FARALLON PARTNERS, L.L.C.,
on its own behalf and as General
Partner of FARALLON CAPITAL
PARTNERS, L.P., FARALLON CAPITAL
INSTITUTIONAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL
PARTNERS II L.P., and TINICUM
PARTNERS, L.P.,
By Thomas F. Steyer,
Senior Managing Member
/s/ Thomas F. Steyer
FARALLON CAPITAL MANAGEMENT,
L.L.C.
By Thomas F. Steyer,
Senior Managing Member
/s/ Thomas F. Steyer
FARALLON CAPITAL MANAGEMENT,
INC.
By Thomas F. Steyer, Chairman
/s/ Thomas F. Steyer
Thomas F. Steyer, individually
and as attorney-in-fact for each
of Enrique H. Boilini, David I.
Cohen, Joseph F. Downes, Fleur
E. Fairman, Jason M. Fish,
Andrew B. Fremder, William F.
Mellin,
Stephen L. Millham, Meridee A.
Moore,
and Eric M. Ruttenberg.
PAGE
<PAGE>
ANNEX 1
Set forth below with respect to Farallon Capital
Management, L.L.C. and Farallon Partners, L.L.C. is the
following: (a) name; (b) address; (c) principal business;
(d) state of organization; and (e) controlling persons.
Set forth below, with respect to each managing member of
the General Partner of FCIP, FCIP II, FCP and Tinicum, is
the following: (a) name; (b) business address; (c)
principal occupation; and (d) citizenship.
1. (a) Farallon Capital Management, L.L.C.
(b) One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Serves as investment adviser to various managed
accounts
(d) Delaware limited liability company
(e) Managing Members: Thomas F. Steyer, Senior
Managing Member, Enrique H. Boilini, David I. Cohen,
Joseph H. Downes, Jason M. Fish, Andrew B. Fremder,
William F. Mellin, Stephen L. Millham and Meridee A.
Moore, Managing Members.
2. (a) Farallon Partners, L.L.C.
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Serves as general partner to investment
partnerships
(d) Delaware limited liability company
(e) Managing Members: Thomas F. Steyer, Senior
Managing Member, Enrique H. Boilini, David I. Cohen,
Joseph H. Downes, Fleur E. Fairman, Jason M. Fish, Andrew
B. Fremder, William F. Mellin, Stephen L. Millham and
Meridee A. Moore, Managing Members.
3. (a) Enrique H. Boilini
(b) c/o Farallon Capital Management, L.L.C.
75 Holly Hill Lane
Greenwich, CT 06830
(c) Managing Member of Farallon Partners, L.L.C.,
Managing Member of Farallon Capital Management, L.L.C.
(d) Argentinean Citizen
4. (a) David I. Cohen
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners, L.L.C.;
Managing Member of Farallon Capital Management, L.L.C.
(d) South African Citizen
PAGE
<PAGE>
5. (a) Joseph F. Downes
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners, L.L.C.;
Managing Member of Farallon Capital Management, L.L.C.
(d) United States Citizen
6. (a) Fleur E. Fairman
(b) 993 Park Avenue
New York, New York 10028
(c) Managing Member of Farallon Partners, L.L.C.
(d) United States Citizen
7. (a) Jason M. Fish
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners, L.L.C.;
Managing Member of Farallon Capital Management, L.L.C.
(d) United States Citizen
8. (a) Andrew B. Fremder
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners, L.L.C.;
Managing Member of Farallon Capital Management, L.L.C.
(d) United States Citizen
9. (a) William F. Mellin
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners, L.L.C.;
Managing Member of Farallon Capital Management, L.L.C.
(d) United States Citizen
10. (a) Stephen L. Millham
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners, L.L.C.;
Managing Member of Farallon Capital Management, L.L.C.
(d) United States Citizen
PAGE
<PAGE>
11. (a) Meridee A. Moore
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Managing Member of Farallon Partners, L.L.C.;
Managing Member of Farallon Capital Management, L.L.C.
(d) United States Citizen
12. (a) Thomas F. Steyer
(b) c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, CA 94111
(c) Senior Managing Member of Farallon Partners,
L.L.C.; Senior Managing Member of Farallon Capital
Management, L.L.C.
(d) United States Citizen
<PAGE>
<PAGE>
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-(f)(1)
The undersigned acknowledge and agree that the
foregoing statement on Schedule 13D is filed on behalf of
each of the undersigned and that all subsequent amend-
ments to this statement on Schedule 13D shall be filed on
behalf of each of the undersigned without the necessity
of filing additional joint acquisition statements. The
undersigned acknowledge that each shall be responsible
for the timely filing of such amendments, and for the
completeness and accuracy of the information concerning
him or it contained therein, but shall not be responsible
for the completeness and accuracy of the information
concerning the other, except to the extent that he or it
knows or has reason to believe that such information is
inaccurate.
Dated: November 27, 1996
/s/ Thomas F. Steyer
FARALLON PARTNERS, L.L.C.,
on its own behalf and as General
Partner of FARALLON CAPITAL
PARTNERS, L.P., FARALLON CAPITAL
INSTITUTIONAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL
PARTNERS II L.P., and TINICUM
PARTNERS, L.P.,
By Thomas F. Steyer,
Senior Managing Member
/s/ Thomas F. Steyer
FARALLON CAPITAL MANAGEMENT,
L.L.C.
By Thomas F. Steyer,
Senior Managing Member
/s/ Thomas F. Steyer
FARALLON CAPITAL MANAGEMENT,
INC.
By Thomas F. Steyer, Chairman
/s/ Thomas F. Steyer
Thomas F. Steyer, individually
and as attorney-in-fact for each
of Enrique H. Boilini, David I.
Cohen, Joseph F. Downes, Fleur
E. Fairman, Jason M. Fish,
Andrew B. Fremder, William F.
Mellin,
Stephen L. Millham, Meridee A.
Moore,
and Eric M. Ruttenberg.
PAGE
<PAGE>
SCHEDULE A
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.
NO. OF UNITS PRICE
TRADE DATE PURCHASED PER UNIT
(including
commission)
11/19/96 100,000 $1.00
