<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
EXEL LIMITED
(Name of Issuer)
COMMON
(Title of Class of Securities)
G3242A102
(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).
(Continued on following page(s))
Page 1 of 10 Pages
PAGE
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________________________________________________________________
13G
CUSIP NO. G3242A102 PAGE 2 OF 10 PAGES
______________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OPPENHEIMER GROUP, INC.
I.R.S. NO. 13-3331657
______________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) X
______________________________________________________________
3 SEC USE ONLY
______________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
______________________________________________________________
NUMBER OF 5 SOLE VOTING POWER
SHARE 0
_______________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 17,481,463
_______________________________________________
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
_______________________________________________
PERSON 8 SHARED DISPOSITIVE POWER
WITH 17,481,463
______________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
17,481,463
______________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
______________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
20.05%
______________________________________________________________
12 TYPE OF REPORTING PERSON
HC
______________________________________________________________
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_____________________________________________________________
13G
CUSIP NO. G3242A102 PAGE 3 OF 10 PAGES
______________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OPPENHEIMER CAPITAL
I.R.S. NO. 13-3413767
_____________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) X
______________________________________________________________
3 SEC USE ONLY
______________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
______________________________________________________________
NUMBER OF 5 SOLE VOTING POWER
SHARE 0
_______________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 15,899,425
_______________________________________________
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
_______________________________________________
PERSON 8 SHARED DISPOSITIVE POWER
WITH 15,899,425
______________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
15,899,425
______________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
______________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.23%
______________________________________________________________
12 TYPE OF REPORTING PERSON
IA
______________________________________________________________
PAGE
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Page 4 of 10 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Check the following box if a fee is being paid with this Statement
Item 1(b) Name of Issuer: EXEL LIMITED
Item 1(b) Address of Issuer's Principal Executive Offices:
Cumberland House, 9th Floor,
1 Victoria Street, Hamilton HM 11 Bermuda
Item 2(a) Name of Person Filing:
Oppenheimer Group, Inc.
Item 2(b) Address of Principal Business Office:
Oppenheimer Tower, World Financial Center
New York, New York 10281
Item 2(c) Citizenship:
Inapplicable
Item 2(d) Title of Class of Securities:
Common
Item 2(e) CUSIP Number: G3242A102
Item 3(g) ____X____ Parent Holding Company, in accordance with
Section 240.13d - 1(b)(1)(ii)(G)
See Exhibit I hereto
Item 4(a) Amount Beneficially Owned:
Oppenheimer Group, Inc. -17,481,463 *
Item 4(b) Percent of Class:
Oppenheimer Group, Inc. - 20.05% *
* Includes amount beneficially owned by Oppenheimer Capital as disclosed
on Page 3 hereof.
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Page 5 of 10 Pages
Item 4(c)(i) Sole Power to Vote or to direct the vote -
Oppenheimer Group, Inc. - 0
Item 4(c)(ii) Shared power to vote or to direct the vote -
Oppenheimer Group, Inc. -17,481,463 *
Item 4(c)(iii) Sole power to dispose or to direct the disposition of -
Oppenheimer Group, Inc. - 0
Item 4(c)(iv) Shared power to dispose or to direct the disposition of -
Oppenheimer Group, Inc. -17,481,463 *
Item 5 Ownership to Five Percent or Less of a Class:
Inapplicable
Item 6 Ownership of More than Five Percent on Behalf of
Another Person:
See Exhibit A hereto
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company:
See Exhibit II hereto
Item 8 Identification and Classification of Members of the Group:
Inapplicable
Item 9 Notice of Dissolution of Group:
Inapplicable
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 purpose 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.
Date: January 10, 1997
Signature: /s/ Robert I. Kleinberg
Name/Title: Robert I. Kleinberg, Vice President/Secretary
* Includes amount beneficially owned by Oppenheimer Capital as disclosed on
Page 3 hereof.
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Page 6 of 10 Pages
EXHIBIT A
The Managing General Partner of Oppenheimer Capital, a registered
investment adviser, and certain persons to whom it has delegated the
authority, have the power on behalf of Oppenheimer Capital to direct the
use of dividends or proceeds of sale of more than five (5%) percent of
such securities as disclosed on Page 3 hereof. The General Partner of
OpCap Advisors(formerly, Quest for Value Advisors), a registered
investment adviser, and certain persons to whom it has delegated the
authority, have the power on behalf of OpCap Advisors to direct the use of
dividends or proceeds of sale of less than five (5%) percent of these
securities. The Board of Directors, certain officers and other employees
of Oppenheimer & Co., Inc., a registered broker-dealer, have the power to
direct the use of dividends or proceeds of sale of less than five (5%)
percent of these securities.
MIK8-exhibit.A/1
PAGE
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Page 7 of 10 pages
EXHIBIT I
Oppenheimer Group, Inc. ("Oppenheimer Group") is a holding company which owns
directly and indirectly a variety of subsidiary companies ("Subsidiaries")
including the companies identified on the exhibit to this Schedule 13G engaged
in various aspects of the financial services business. 70.78% of the issued and
outstanding common stock of Group is owned by Oppenheimer & Co., L.P.
("Oppenheimer LP") a Delaware limited partnership formed by the management of
Oppenheimer. The general and limited partnership interests in Oppenheimer LP are
owned by employees of Oppenheimer & Co., Inc. ("Opco") and its affiliates and
include the executive officers of Opco. 16.61% of Group's capital stock has
been issued to certain Oppenheimer LP warrantholders upon presentation for
exercise of warrants issued to various investors in Oppenheimer LP's 1986
Private Placement. Opco, an indirect wholly-owned subsidiary of Oppenheimer
Group, is a diversified investment banking and securities firm. Oppenheimer
Financial Corp., a wholly-owned subsidiary of Oppenheimer Group, is the sole
general partner of Oppenheimer Capital, L.P. ("Opcap LP"), a limited partnership
which owns a majority interest in Oppenheimer Capital general partnership, which
carries on an investment advisory business activity directly and through certain
investment advisory companies one of which serves as advisor to a group of
mutual funds.
The amendment to Schedule 13G is being filed by Oppenheimer Group as a parent
holding company pursuant to the provisions of Rule 13(d) - (1) (b) on behalf of
Oppenheimer LP and the Subsidiaries and/or certain investment advisory clients
or discretionary accounts of the Subsidiaries and relating to their collective
beneficial ownership of shares of common stock of the Issuer.
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Page 8 of 10 Pages
Management of the affairs of Oppenheimer Group, the Subsidiaries and of certain
advisory clients including decisions respecting dispositions and/or voting of
the shares of the common stock of the Issuer resides in respective officers and
directors of the Subsidiaries and is not directed by Oppenheimer Group or
Oppenheimer LP.
Accordingly, the filing of this amendment to Schedule 13G by Oppenheimer Group
is not intended as, and should not be deemed, an acknowledgment of beneficial
ownership or shared voting or dispositive power by Oppenheimer Group,
Oppenheimer LP or any intermediary company of the shares of the common stock of
the Issuer owned by such Subsidiaries or investment advisory clients of
investment advisory clients, such beneficial ownership or attribution or shared
voting or dispositive power being disclaimed.
MIK8-EXHIBIT.I95
PAGE
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Page 9 of 10 Pages
EXHIBIT II
The Parent Holding Company is filing on behalf of Oppenheimer Financial Corp.,
Oppenheimer Equities, Inc. and Oppenheimer Holdings, Inc. which would be
classified as Item 3(g), Oppenheimer & Co., Inc. which would be classified as
Item 3(a), and Oppenheimer Capital and OpCap Advisors (formerly, Quest for
Value Advisors) which would be classified as Item 3(e).
MIK8-EX-IIA
PAGE
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Page 10 of 10 Pages
EXHIBIT III
The undersigned hereby acknowledges and agrees that a report on Schedule
13G being filed by Oppenheimer Group, Inc. on or about the date hereof,
relating to the common stock of Exel Limited is filed on behalf of the
undersigned.
DATED: January 10, 1997
OPPENHEIMER CAPITAL
BY: /s/ Robert I. Kleinberg
Robert I. Kleinberg
Vice President & Secretary of
Oppenheimer Financial Corp.,
The Managing General Partner.
H:..\MKATZ\13G\13G97\EXEL.197
