SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Atkinson Guy F. Co. of California
(Name of Issuer)
Common Stock $0.01 Par Value
(Title of Class of Securities)
047620109
(CUSIP Number)
(December 31, 1998)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
_________________________________________________________
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Spear, Leeds & Kellogg
13-5515160
_________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
_________________________________________________________
3. SEC USE ONLY
_________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
_________________________________________________________
5. SOLE VOTING POWER
NUMBER OF 632,619
SHARES
_________________________________________________________
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY
EACH
_________________________________________________________
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON 632,619
WITH
_________________________________________________________
8. SHARED DISPOSITIVE POWER
_________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
632,619
_________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
_________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.0%
_________________________________________________________
12. TYPE OF REPORTING PERSON
BD
_________________________________________________________
Item 1.
Item 1(a): Name of Issuer:
Atkinson Guy F. Co. of California
Item 1(b): Address of Issuer's Principal Executive
Offices:
1001 Bayhill Drive
P.O. Box 593
San Bruno, CA 94066
Item 2.
Item 2(a): Name of Person Filing:
Spear, Leeds & Kellogg
Item 2(b): Address of Principal Business Office or, if
None, Residence:
10 Exchange Place
Jersey City, NJ 07302
Item 2(c): Citizenship:
Limited Partnership organized under the laws of
the State of New York
Item 2(d): Title of Class of Securities:
Common Stock $0.01 Par Value
Item 2(e): CUSIP Number:
047620109
Item 3. If this statement is filed pursuant to Rules 13d-1(b),
or 13d-2(b), check whether the person filing is a:
(a) Broker or dealer registered under Section 15 of the
Act,
Item 4. Ownership:
(a) Amount Beneficially Owned:
632,619
(b) Percent of Class:
7.0%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the
vote: 632,619
(ii) Shared power to vote or direct the vote:
0
(iii) Sole power to dispose or direct the
disposition of: 632,619
(iv) Shared power to dispose or to direct the
disposition of: 0
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.
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.
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.
February 11, 1999
Date
SPEAR, LEEDS & KELLOGG
Signature
Name/Title
