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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
Alberta Energy Company Ltd
(Name of Issuer)
Common Stock
(Title of Class of Securities)
012873 10 5
(CUSIP Number)
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 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).
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CUSIP No. 012873 10 5
1. Names of Reporting Persons.
I.R.S. Nos. of above persons (entities only).
Chieftain Capital Management, Inc. 13-3194313
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
a. Not Applicable
b. Not Applicable
3. SEC Use Only
4. Citizenship or Place of Organization New York
Number of 5. Sole Voting Power -0-
Shares Bene-
ficially Owned 6. Shared Voting Power 14,426,943
By Each
Reporting 7. Sole Dispositive Power -0-
Person With:
8. Shared Dispositive Power 14,426,943
9. Aggregate Amount Beneficially Owned by Each Reporting Person
14,426,943
10. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) Not Applicable
11. Percent of Class Represented by Amount in Row (11) 10.3%
12. Type of Reporting Persons (See Instructions)
IA, CO
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ITEM 1.
(a) Alberta Energy Company Ltd.
(b) 421-7 Avenue South West #3900
Calgary, AB, Canada T2P 4K9
ITEM 2.
(a) Chieftain Capital Management, Inc.
(b) 12 East 49th Street
New York, New York 10017
(c) New York
(d) Common Stock
(e) 012873 10 5
ITEM 3. If this statement is filed pursuant to Sections 240.13d-(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ]
(b) [ ]
(c) [ ]
(d) [ ]
(e) [X]
(f) [ ]
(g) [ ]
(h) [ ]
(i) [ ]
(j) [ ]
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ITEM 4. Ownership
(a) 14,426,943
(b) 10.3%
(c)
(i) -0-
(ii) 14,426,943
(iii) -0-
(iv) 14,426,973
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
Chieftain Capital Management, Inc. ("Chieftain") has
investment discretion with respect to the securities to which
this statement relates. Chieftain's clients are the direct
owners of such securities, and Chieftain does not have any
economic interest in such securities. Such clients have the
sole right to receive dividends from, and the proceeds from
the sale of, such securities. No such client has an interest
that relates to 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 Members of the Group
Not Applicable
ITEM 9. Notice of Dissolution of 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 and are held in the
ordinary course of business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that 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.
February 14, 2000
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Date
/s/ John M. Shapiro
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Signature
John M. Shapiro/Managing Director
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Name/Title
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