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<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________
SCHEDULE 13G/A
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)1
CHEMPOWER, INC.
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(Name of Issuer)
COMMON STOCK, $.10 PAR VALUE
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(Title of Class of Securities)
163865-10-8
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(CUSIP number)
______________
Check the following box if a fee is being paid with this statement
[ ]. (A fee is not required only if the filing 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.)
__________________________________
1 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 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> 2
<TABLE>
SCHEDULE 13G
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<CAPTION>
CUSIP No. 163865-10-8 13G/A Page 2 of 2 Pages
------------- -------- -------
<S> <C>
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Toomas J. Kukk S.S. ####-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizenship
NUMBER OF 5 SOLE VOTING POWER 1,734,213
SHARES
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING
PERSON WITH 7 SOLE DISPOSITIVE POWER 1,734,213
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,734,213
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
24.0%
12 TYPE OF REPORTING PERSON
Individual (IN)
</TABLE>
<PAGE> 3
ITEM 1.
(a) Name of Issuer: Chempower, Inc.
(b) Address of Issuer's Principal Executive Offices:
807 East Turkeyfoot Lake Road
Akron, OH 44319
ITEM 2.
(a) Name of Person Filing: Toomas J. Kukk
(b) Address of Principal Business Office:
807 East Turkeyfoot Lake Road
Akron, OH 44319
(c) Citizenship: U.S. Citizenship
(d) Title of Class of Securities: Common Stock, $.10 par value
(e) CUSIP Number: 163865-10-8
ITEM 3.
IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b) OR 13d-2(b):
INAPPLICABLE
ITEM 4.
OWNERSHIP:
(a) Amount Beneficially owned: 1,734,213 shares
(b) Percent of Class: 24.0%
(c) See Items 5, 6, 7 and 8 on Cover Sheet
ITEM 5.
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
INAPPLICABLE
ITEM 6.
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
INAPPLICABLE
<PAGE> 4
ITEM 7.
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
INAPPLICABLE
ITEM 8.
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
INAPPLICABLE
ITEM 9.
NOTICE OF DISSOLUTION OF GROUP:
INAPPLICABLE
ITEM 10.
INAPPLICABLE
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.
August 10, 1995
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Date
/s/ Toomas J. Kukk
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Signature
Toomas J. Kukk
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Name
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