UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Bonneville Pacific Corporation
__________________________________________________________________
(Name of Issuer)
Common Stock
__________________________________________________________________
(Title of Class of Securities)
098904 20 4
________________________
(CUSIP Number)
November 30, 1998
_______________________________________________________
(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 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).
<PAGE>
CUSIP No. 098904204
Schedule 13G
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Halcyon/Alan B. Slifka Management Company, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) [ ] (b) [ x ]
3
SEC USE ONLY:
4
CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER:
6 SHARED VOTING POWER 210,314
7 SOLE DISPOSITIVE POWER
8 SHARED DISPOSITIVE POWER 210,314
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
210,314
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS): [ x ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
2.9%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IA
Page 2 of 13 Pages
<PAGE>
CUSIP No.098904204
Schedule 13G
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Halcyon Offshore Management Company
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) [ ] (b) [x]
3
SEC USE ONLY:
4
CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER:
6 SHARED VOTING POWER 19,109
7 SOLE DISPOSITIVE POWER
8 SHARED DISPOSITIVE POWER 19,109
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
19,109
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS): [ x ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
0%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IA
Page 3 of 13 Pages
<PAGE>
CUSIP No. 098904204
Schedule 13G
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Alan B. Skifka
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) [ ] (b) [x]
3
SEC USE ONLY:
4
CITIZENSHIP OR PLACE OF ORGANIZATION:
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER:
6 SHARED VOTING POWER 229,405
7 SOLE DISPOSITIVE POWER
8 SHARED DISPOSITIVE POWER 229,405
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
229,405
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS): [x]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
3.16%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
HC; IN
Page 4 of 13 Pages
<PAGE>
CUSIP No. 098904204
Schedule 13G
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Alan B. Slifka & Company, Limited
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) [ ] (b) [ x ]
3
SEC USE ONLY:
4
CITIZENSHIP OR PLACE OF ORGANIZATION:
New York State
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER:
6 SHARED VOTING POWER 210,314
7 SOLE DISPOSITIVE POWER
8 SHARED DISPOSITIVE POWER 210,314
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
210,314
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS): [ x ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
2.9%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
HC; CO
Page 5 of 13 Pages
<PAGE>
Page 6 of 13 Pages
Item 1(a). Name of Issuer
Bonneville Pacific Corporation
Item 1(b). Address of Issuer's Principal Executive Offices
50 West 300 South, Suite 300
Salt Lake City, Utah 84104
Item 2 (a). Name of Person Filing
Alan B. Slifka and Company, Limited ("ABS & Co.") is
the parent holding company of "Halcyon" and Alan B. Slifka is the
control person of Offshore and of ABS & Co.
Item 2(b). Address of Principal Business Office or, if none,
Residence
477 Madison Avenue
New York, NY 10022
Item 2(c). Citizenship
The Filing Persons' citizenship or place of
organization is set forth on their respective cover pages and
incorporated herein by reference.
Item 2(d). Title of Class of Securities
Common Stock
Item 2(e). CUSIP Number
098904 20 4
<PAGE>
Page 7 of 13 Pages
Item 3. If this statement is filed pursuant to 240.13d-
1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker of dealer registered under section 15
of the Act (15 U.S.C. 78o);
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c);
(c) [ ] Insurance company as defined in section
3(a)(19) of the Act (15 U.S.C. 78c);
(d) [ ] Investment company registered under section 8
of the Investment Company Act of 1940 (15 U.S.C.
80a-8);
(e) [x] An investment adviser in accordance with
240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in
accordance with 240.13d-1(b)(1)(ii)(F);
(g) [x] A parent holding company or control person in
accordance with 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section
3(b) of the Federal Deposit Insurance Act
(12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition
of an investment company under section 3(c)(14) of
the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J).
<PAGE>
Page 8 of 13 Pages
Item 4. Ownership.
(a) The Filing Persons beneficially own the number of
shares reflected on their cover pages which are incorporated
herein by reference. To the extent that the Filing Persons and
the persons (the "BPRIP Reporting Persons") that filed a Schedule
13G on November 8, 1998 reporting beneficial ownership of 937,563
common shares of the issuer (the "BPRIP Schedule 13G") may be
deemed to be members of a "group," within the meaning of SEC Rule
13d-5, the Filing Persons may be deemed to beneficially own the
shares reported as beneficially owned by the BPRIP Reporting
Persons on the BPRIP Schedule 13G; as such, the Filing Persons
may be deemed to beneficially own 1,166,970 shares. The Filing
Persons, who are filing this Schedule 13G pursuant to Rule 13d-
1(k)(2), disclaim beneficial ownership of the shares reported as
beneficially owned by the BPRIP Reporting Persons on the BPRIP
Schedule 13G. There is no arrangement or understanding for the
voting of the shares between the Filing Persons and the BPRIP
Reporting Persons. Except to the extent that the BPRIP
Reporting Persons have a right of first refusal on the shares
beneficially owned by the Filing Persons, in the event the Filing
Persons determine to dispose of their shares, there is no
arrangement or understanding between the Filing Persons and the
BPRIP Reporting Persons regarding the disposition of the shares.
The Filing Persons and the BPRIP Reporting Persons, during the
course of the issuer's Chapter 11 proceedings, agreed to act
together to acquire specified bankruptcy claims, in the
expectation that such claims would be settled in shares of the
issuer's common stock in the bankruptcy proceedings. The time
for acquiring bankruptcy claims has elapsed and there is no
arrangement or understanding between the Filing Persons and the
BPRIP Reporting Persons regarding acquisitions of the issuer's
Common Stock.
(b) Percent of class:
The filing persons beneficial ownership on
a percentage basis is reflected on their cover pages and is
incorporated by reference herein.
<PAGE>
Page 9 of 13 Pages
(c) The shares for which these filing persons have
voting and dispositive powers are set forth on the cover pages and
are incorporated herein by reference.
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 or
securities, check the following [ ].
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
The advisees of Management and Offshore have a right
to receive distributions on and the proceeds of sale of the
shares beneficially owned by the Filing Persons. The BPRIP
Reporting Persons may have a right to receive a portion of the
proceeds of sale of shares beneficially owned by the Filing
Persons, depending on whether the Filing Persons sell shares at a
price in excess of the price paid for the purchase of the
predecessor bankruptcy claims, under a formula for determining
such prices.
<PAGE>
Page 10 of 13 Pages
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 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
purpose or effect.
<PAGE>
Page 11 of 13 Pages
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.
Halcyon/Alan B. Slifka Management
Company, LLC
By Alan B. Slifka & Company, Ltd.
/s/ James H. Schropp
_________________________________
By: James H. Schropp, pursuant to
power of attorney previously
filed as exhibit to Schedule 13D
on Chicago Dock and Canal
Trust filed on December 17, 1996
Alan B. Slifka
/s/ James H. Schropp
__________________________________
By: James H. Schropp, pursuant to
power of attorney previously filed
as exhibit to Schedule 13D
on Chicago Dock and Canal
Trust filed on December 17, 1996
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 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.
<PAGE>
Page 12 of 13 Pages
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) promulgated under the
Securities Exchange Act of 1934, the undersigned agree to the
joint filing of a Statement on Schedule 13G (including any and
all amendments thereto) with respect to the shares of beneficial
interest, no par value $1.00 per share, of Bonneville Pacific
Corporation, and further agree that this Joint Filing Agreement
be included as an Exhibit thereto. In addition, each party to
this Agreement expressly authorizes each other party to this
Agreement to file on its behalf any and all amendments to such
Statement.
HALCYON/ALAN B. SLIFKA MANAGEMENT
COMPANY LLC
By: ALAN B. SLIFKA AND COMPANY, LIMITED
By: /s/ James H. Schropp
__________________________
Name: James H. Schropp
Title: Attorney-in-Fact
Dated: December 10, 1998
ALAN B. SLIFKA
By: /s/ James H. Schropp
__________________________
Name: James H. Schropp
Title: Attorney-in-Fact
Dated: December 10, 1998
<PAGE>
Page 13 of 13 Pages
NOTE: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See 240.13d-7 for other parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)
