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. 2)*
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)
December 31, 1998
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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
_____________________________________________________________________________
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
KA Investments LDC
_____________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
_____________________________________________________________________________
3 SEC USE ONLY
_____________________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
_____________________________________________________________________________
5 SOLE VOTING POWER
NUMBER OF 1,387,254 (See Item 4)
SHARES ______________________________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY -0-
______________________________________________________________
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 1,387,254 (See Item 4)
______________________________________________________________
PERSON 8 SHARED DISPOSITIVE POWER
WITH -0-
_____________________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,387,254 (See Item 4)
_____________________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
_____________________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.19% (See Item 4)
_____________________________________________________________________________
12 TYPE OF REPORTING PERSON*
CO
_____________________________________________________________________________
* 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
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1,387,254 shares of Common Stock*
(b) Percent of class:
14.19% (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:
1,387,254 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:
1,387,254 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.
____________________
* Includes shares of Common Stock issuable upon (i) conversion of 17,500
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 17,190 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.
