UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 15)*
ROCHESTER & PITTSBURGH COAL COMPANY
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
771 333 101
(CUSIP Number)
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 31, 1995
(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 because of Rule 13d-1(b)(3) or (4),
check the following box / /.
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 13-d(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 to 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 13D
CUSIP No. 717 333 101
1. Name of Reporting Person
S.S or I.R.S. Identification No. of Above Person
O'Donnell Iselin II
###-##-####
2. Check the appropriate box if a member of a group* (a)/ /
(b)/x/
3. SEC Use Only
4. Source of Funds*
Not applicable because no shares were acquired.
5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(E) / /
6. Citizenship or place of organization
United States of America
7. Number of shares beneficially owned by each reporting person
with sole voting power
20,552 shares
8. Number of shares beneficially owned by each reporting person
with shared voting power
888,498 shares
9. Number of shares beneficially owned by each reporting person
with sole dispositive power
20,552 shares
10. Number of shares beneficially owned by each reporting person
with shared dispositive power
888,498 shares
<PAGE> 3
11. Aggregate amount beneficially owned by each reporting person
909,050 shares
12. Check box if the aggregate amount in row (11) excludes
certain shares*
26.4%
13. Percent of class represented by amount in row (11)
IN
14. Type of reporting person*
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
SCHEDULE 13D
Item 1. Security and Issuer.
This Schedule 13D relates to the Common Stock, no par
value, of Rochester & Pittsburgh Coal Company (the "Issuer").
The address of the Issuer's principal offices is 655 Church
Street, Indiana, Pennsylvania, 15701.
Item 2. Identity and Background.
(a) The name of the person filing this Schedule 13D is
O'Donnell Iselin II.
(b) The residence address of Mr. Iselin is 654 Alma
Real, Pacific Palisades, CA, 90272.
(c) Mr. Iselin is employed by Hughes Electronics
Corporation as Manager, Finance Staff. His business address is
P. O. Box 45066, Building C1, MS B115, Los Angeles, CA, 90045-
0066.
(d) During the last five years, Mr. Iselin has not
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, Mr. Iselin was not a
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction as a result of which Mr. Iselin was or
is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
(f) Mr. Iselin is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable because Mr. Iselin has not purchased any
shares. This Amendment is voluntarily filed to reflect a change
in the percentage of ownership based solely upon the aggregate
number of shares outstanding at December 31, 1995.
<PAGE> 5
Item 4. Purpose of Transaction.
Mr. Iselin is filing this Schedule 13D because he has
become a trustee of certain trusts that hold the shares which are
the subject of this filing and therefore might be deemed to be
the beneficial owner of such shares under the rules of the
Securities and Exchange Commission. No new acquisition of the
Issuer's shares has been made by Mr. Iselin or by any of the
trusts for which he has become trustee.
Mr. Iselin has no plans or proposals which relate to or
would result in:
(a) The acquisition by any person of additional
securities of the Issuer, or the disposition of securities of the
Issuer;
(b) A sale or transfer of a material amount of assets
of the Issuer or any of its subsidiaries;
(c) Any change in the present board of directors or
management of the Issuer, including any plans or proposals to
change the number or term of directors or to fill any existing
vacancies on the board;
(d) Any material change in the present capitalization
or dividend policy of the Issuer;
(e) Any other material change in the Issuer's business
or corporate structure;
(f) Changes in the Issuer's charter, by-laws or
instruments corresponding thereto or other actions which may
impede the acquisition or control of the Issuer by any person;
(g) Causing a class of securities of the Issuer to be
delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a
registered national securities association;
(h) A class of equity securities of the Issuer
becoming eligible for termination of registration pursuant to
Section 12(g) (4) of the Act; or
(i) Any action similar to any of those enumerated
above.
<PAGE> 6
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, Mr. Iselin might be deemed
to have beneficial ownership of 909,050 shares, or 26.4%, of the
Issuer's outstanding shares of Common Stock.
(b) As of the date hereof, Mr. Iselin has
(i) sole power to vote or to direct the vote of
20,552 shares;
(ii) shared power to vote or to direct the vote of
888,498 shares;
(iii) sole power to dispose or to direct the
disposition of 20,552 shares; and
(iv) shared power to dispose or to direct the
disposition of 888,498 shares.
(c) Mr. Iselin has not effected any transactions in
the Issuer's Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
None.
<PAGE> 7
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.
Date: January 26, 1996
Signature: O'DONNELL ISELIN II
O'Donnell Iselin II
Title: Not applicable.
