SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT TO
RULES
13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(b)
(Amendment No. 3)*
ECOGEN INC.
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(Name of Issuer)
Common Stock, $.01 par value per share
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(Title of Class of Securities)
278864-20-2
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(CUSIP Number)
Janaury 25, 1999
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[ ] Rule 13d-1(b)
[X] 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).
Page 1 of 5
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CUSIP No. 278864-20-2 SCHEDULE 13G Page 2 of 5
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
KA Investments LDC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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5 SOLE VOTING POWER
NUMBER OF 918,079 (See Item 4)
SHARES
______________________________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY -0-
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EACH 7 SOLE DISPOSITIVE POWER
REPORTING 918,079 (See Item 4)
______________________________________________________________
PERSON 8 SHARED DISPOSITIVE POWER
WITH -0-
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
918,079 (See Item 4)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
[ ]
_________________________________________________________________
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.89% (See Item 4)
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12 TYPE OF REPORTING PERSON*
CO
_________________________________________________________________
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1(a). Name of Issuer:
Ecogen Inc. (the "Company").
Item 1(b). Address of Issuer's Principal Executive Offices:
2005 Cabot Boulevard West, Langhorne, PA 19047.
Item 2(a). Name of Person Filing:
KA Investments LDC.
Item 2(b). Address of Principal Business Office or, if None,
Residence:
c/o Deephaven Capital Management LLC, 1712 Hopkins
Crossroads, Minnetonka, MN 55305.
Item 2(c). Citizenship:
Cayman Islands.
Item 2(d). Title of Class of Securities:
Common Stock, par value $.01 per share, of the
Company ("Common Stock").
Item 2(e). CUSIP Number:
278864-20-2
Item 3. If this Statement Is Filed Pursuant to Rules 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 Exchange Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the
Exchange Act;
(c) [ ] Insurance company as defined in Section
3(a)(19) of the Exchange Act;
(d) [ ] Investment company registered under Section
8 of the Investment Company Act;
(e) [ ] An investment advisor in accordance with
Rule 13-d(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund
in accordance with Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person
in accordance with Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section
3(b) of the Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the
definition of an investment company under
Section (c)(14) of the Investment Company
Act;
(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. [X]
Item 4. Ownership.
Provide the following information regarding the
aggregate number and percentages of securities of the
Issuer identified in Item 1.
(a) Amount beneficially owned:
Page 3 of 5
918,079 shares of Common Stock*
(b) Percent of class:
9.89% (based on 8,366,541 shares of Common Stock
outstanding as reported in the Company's
Quarterly Report on Form 10-K for the yearly
period ended October 31, 1998).
(c) Number of shares to which such person has:
(i) Sole power to vote or direct the vote:
918,079 shares of Common Stock*
(ii) Shared power to vote or direct the vote:
0
(iii) Sole power to dispose or to direct the
disposition of:
918,079 shares of Common Stock*
(iv) Shared power to dispose of or 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:
See Schedule A for a listing of control persons of
the Reporting Person which control persons may be
deemed to be indirect beneficial owners of the
securities reported herein.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported 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 a 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 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 such purpose or effect.
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* Includes shares of Common Stock issuable upon (i) conversion
of 12,000 shares of the Company's 8% Series 1998-A Convertible
Preferred Stock, par value $.01 per share, and (ii) exercise
of a common stock purchase warrant for the purchase, up to
June 5, 2003, of 160,000 shares of Common Stock at a exercise
price of $3.525. Excludes a short position of 9,921 shares of
Common Stock.
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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.
Dated: February 17, 1999
KA Investments LDC
By:/s/ Gary Sobczak
______________________________
Name: Gary Sobczak
Title: Secretary
<PAGE>
Schedule A
Control Persons of KA Investments LDC:
1. Deephaven Market Neutral Trading L.P. (an Illinois limited
partnership)
Address: 1712 Hopkins Crossroads
Minnetonka, MN 55305.
2. Deephaven Market Neutral Fund Limited (a British Virgin
Islands corporation)
Registered Office: c/o International Fund Administration
Hamilton, HM11 Bermuda
Mailing Address: 1712 Hopkins Crossroads
Minnetonka, MN 55305.
