UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. TWO)*
PETROMET RESOURCES LIMITED
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
716731104
(CUSIP Number)
Harold P. Hands, Executive Vice President
Mackenzie Financial Corporation, 150 Bloor Street West,
Suite M111, Toronto, Ontario M5S 3B5
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JUNE 21, 1996 **
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b) (3) or (4), check the following box [X].
Check the following box if a fee is being paid with the statement
[ ]. (A fee is not required only if the reporting person: (1)
has a previous statement on file reporting beneficial ownership
of more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such
class). (See Rule 13d-7).
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
* 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 on 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).
** MACKENZIE FINANCIAL CORPORATION IS NO LONGER ACTING AS
INVESTMENT ADVISOR TO THIS ACCOUNT.
_________________________________________________________________
NAME OF REPORTING PERSON
1. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MD Equity Fund, by its Investment Advisor, Mackenzie
Financial Corporation
_________________________________________________________________
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) [ ]
2. (b) [ X ]
_________________________________________________________________
SEC USE ONLY
3.
_________________________________________________________________
SOURCE OF FUNDS
4. Internal, Investment Company Assets
_________________________________________________________________
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
[ ]
5. PURSUANT TO ITEMS 2(d) or 2 (E)
_________________________________________________________________
CITIZENSHIP OR PLACE OF ORGANIZATION
6. Toronto, Ontario, Canada
_________________________________________________________________
SOLE VOTING POWER
NUMBER OF 7. 0 shares (through Investment Advisor,
SHARES Mackenzie Financial Corporation)
BENEFICIALLY __________________________________________________
OWNED BY SHARED VOTING POWER
EACH 8. None
REPORTING __________________________________________________
PERSON SOLE DISPOSITIVE POWER
WITH 9. 0 shares (through Investment Advisor,
Mackenzie Financial Corporation)
__________________________________________________
SHARED DISPOSITIVE POWER
10. None
_________________________________________________________________
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11. 0 shares
_________________________________________________________________
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN [ ]
12. SHARES. *
_________________________________________________________________
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13. 0%
_________________________________________________________________
TYPE OF REPORTING PERSON *
14. IC - Unregistered Investment Company (Canadian Mutual Fund
Trust)
_________________________________________________________________
* SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1 SECURITY AND ISSUER
Common Shares
Petromet Resources Limited
Suite 500, 67 Richmond Street West
Toronto, ON
M5H 1Z5
ITEM 2 IDENTITY AND BACKGROUND
ITEM 2(a) NAME
MD Equity Fund
ITEM 2(b) BUSINESS ADDRESS
150 Bloor Street West, Suite M111
Toronto, Ontario, Canada M5S 3B5
ITEM 2(c) PRINCIPLE BUSINESS
Canadian Mutual Fund Trust
ITEM 2(d) CRIMINAL CONVICTIONS
Nil
ITEM 2(e) CIVIL PROCEEDINGS
Nil
ITEM 2(f) CITIZENSHIP
N/A
ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Purchase price paid from internal source - net assets
of Canadian mutual fund trust.
ITEM 4 PURPOSE OF TRANSACTION
The purpose of the transactions reported on this Form
Schedule 13D is investment. The reporting entity has
acquired the securities in the ordinary course of
business and not with the purpose nor with the effect
of changing or influencing the control of the issuer,
nor in connection with or as participant in any
transaction having such purpose or effect, including
any transaction subject to Rule 13d-3(b) under the
Securities and Exchange Act of 1934, as amended.
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER
ITEM 5(a) AGGREGATE NUMBER AND PERCENTAGE OF SHARES BENEFICIALLY
OWNED
O shares
ITEM 5(b) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) Sole power to vote or direct the vote:
0 shares through Investment Adviser, (Mackenzie
Financial Corp.)
(ii) Shared power to vote or direct the vote: NIL
(iii) Sole power to dispose or direct the disposition:
0 shares through Investment Adviser, (Mackenzie
Financial Corp.)
(iv) Shared power to dispose or direct the
disposition: NIL
ITEM 5(c) TRANSACTIONS
(i) Transaction effected by: N/A
(ii) Date:
(iii) Amount:
(iv) Price per share:
(v) Where and how transaction effected:
ITEM 5(d) OTHER INTERESTS
Nil
ITEM 5(e) DATE ON WHICH REPORTING PERSON CEASED TO BE BENEFICIAL
OWNER OF MORE THAN 5%
June 21, 1996
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
N/A
ITEM 7 MATERIAL TO BE FILED AS EXHIBITS
N/A
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.
MARGO D. MACGOUGAN Date: July 1, 1996
Assistant Vice President