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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
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INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d-1(b), (c)
AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
First Investors Financial Services Group,Inc.
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
32058A 10 1
(CUSIP Number)
December 31, 1999
(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 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).
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Schedule 13G PAGE 2 OF 7
CUSIP No. 32058A 10 1
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John A. Levin & Co., Inc.
13-3134273
_____________________________________________________________________________
(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
182,800
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
0
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
182,800
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
12,696
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
195,496
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
3.5%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON
IA
_____________________________________________________________________________
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Schedule 13G PAGE 3 OF 7
CUSIP No. 32058A 10 1
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Baker, Fentress & Company
36-0767530
_____________________________________________________________________________
(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
182,800
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
0
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
182,800
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
12,696
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
195,496
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
3.5%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON
IV
_____________________________________________________________________________
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Schedule 13G PAGE 4 OF 7
Amendment No. 1 to the Schedule 13G of John A. Levin & Co., Inc.
("Levin & Co.") and Baker, Fentress & Company ("Baker Fentress") with respect
to the Common Stock, $.001 par value (the "Common Stock"), of First Investors
Financial Services Group, Inc.(the "Company"). Schedule 13G is hereby amended
and restated in its entirety as follows:
ITEM 1(a). NAME OF ISSUER:
First Investors Financial Services Group, Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
675 Bering Drive, Suite 710, Houston, Texas 77057
ITEM 2(a). NAME OF PERSON FILING:
John A. Levin & Co., Inc. ("Levin & Co.")
Baker, Fentress & Company ("Baker Fentress")
ITEM 2(b). ADDRESS OF PRINCIPAL OFFICE OR, IF NONE, RESIDENCE:
John A. Levin & Co., Inc. Baker, Fentress & Company
One Rockefeller Plaza 200 West Madison Street
New York, New York 10020 Chicago, Illinois 60606
ITEM 2(c). CITIZENSHIP:
Levin & Co. and Baker Fentress are each corporations organized
under the laws of the State of Delaware.
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common stock, $.001 par value (the "Common Stock").
ITEM 2(e). CUSIP NUMBER:
32058A 10 1
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO 13d-1(b) OR 13d-2(b) OR (c),
CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the
Act
(b) [ ] Bank as defined in Section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in Section 3(a)(19) of
the Act
(d) [x] Investment Company registered under Section 8 of the
Investment Company Act of 1940
(e) [x] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940: see Rule 13d-
1(b)(1)(ii)(E)
(f) [ ] Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see Rule 13d-
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Schedule 13G PAGE 5 OF 7
1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with Rule 13d-
1(b)(ii)(G);
(h) [ ] Savings Associations as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [ ] Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940;
(j) ( ) Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
IF THIS STATEMENT IS FILED PURSUANT TO Rule 13d-1(c), CHECK THIS BOX.
[ ]
ITEM 4. OWNERSHIP.
(a) Amount Beneficially Owned:
195,496
(b) Percentage of Class:
3.5% (based on the 5,566,669 shares of Common Stock
reported to be outstanding as of November 30, 1999, as
reflected in the Company's Form 10-Q for the quarter ended
October 31, 1999.)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
182,800
(ii) shared power to vote or to direct the vote:
0
(iii)sole power to dispose or to direct the disposition of:
182,800
(iv) shared power to dispose or to direct the disposition of:
12,696
Levin & Co., an investment adviser registered under Section 203 of
the Investment Advisers Act of 1940, as amended, holds for the
accounts of its investment advisory clients, and thereby
beneficially owns, within the meaning of Rule 13d-3 under the
Securities Exchange Act of 1934, the foregoing shares of Common
Stock. Baker Fentress, an investment company registered under the
Investment Company Act of 1940, as amended, is the sole shareholder
of Levin Management Co., Inc., a Delaware corporation which is the
sole shareholder of Levin & Co. Baker Fentress, therefore, may be
deemed the beneficial owner of the shares of Common Stock held by
Levin & Co.
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Schedule 13G PAGE 6 OF 7
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
[x] The reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable.
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.
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Schedule 13G PAGE 7 OF 7
ITEM 10. CERTIFICATION. (if filing pursuant to Rule 13d-1(b))
By signing below, Levin & Co. and Baker Fentress
certify that, to the best of their 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.
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: February 14, 2000
JOHN A. LEVIN & CO., INC.
/s/ John A. Levin
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John A. Levin
Chairman and Chief Executive Officer
BAKER, FENTRESS & COMPANY
/s/ John A. Levin
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John A. Levin
Chairman and Chief Executive Officer
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