SCHEDULE 13G
Amendment No. 2
ICF Kaiser International Inc.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
449244102
(CUSIP Number)
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Cowen & Company
I.R.S. Identification No. 13-5616116
2. Check the Appropriate Box if a Member of a Group
(a) / /
(b) / X /
3. SEC Use Only
4. Citizenship or Place of Organization
New York, New York
5. Sole Voting Power
391,000
6. Shared Voting Power
1,281,400
7. Sole Dispositive Power
391,000
8. Shared Dispositive Power
1,740,200
9. Aggregate Amount Beneficially Owned By Each Reporting
Person
2,131,200
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares *
N/A
11. Percent of Class Represented by Amount in Row 9
9.48%
12. Type of Reporting Person *
BD, IA
SCHEDULE 13G
Amendment No. 2
ICF Kaiser International Inc.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
449244102
(CUSIP Number)
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Cowen Incorporated
2. Check the Appropriate Box if a Member of a Group
(a) / /
(b) / X /
3. SEC Use Only
4. Citizenship or Place of Organization
New York, New York
5. Sole Voting Power
391,000
6. Shared Voting Power
1,281,400
7. Sole Dispositive Power
391,000
8. Shared Dispositive Power
1,740,200
9. Aggregate Amount Beneficially Owned By Each Reporting
Person
2,131,200
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares *
N/A
11. Percent of Class Represented by Amount in Row 9
9.48%
12. Type of Reporting Person *
HC, CO
SCHEDULE 13G
Amendment No. 2
ICF Kaiser International Inc.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
449244102
(CUSIP Number)
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Joseph Cohen
2. Check the Appropriate Box if a Member of a Group
(a) / /
(b) / X /
3. SEC Use Only
4. Citizenship or Place of Organization
New York, New York
5. Sole Voting Power
562,000
6. Shared Voting Power
1,281,400
7. Sole Dispositive Power
562,000
8. Shared Dispositive Power
1,740,200
9. Aggregate Amount Beneficially Owned By Each Reporting
Person
2,302,200
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares *
N/A
11. Percent of Class Represented by Amount in Row 9
10.24%
12. Type of Reporting Person *
IN
Item 1
(a) ICF Kaiser International Inc.
(b) 9300 Lee Hwy
Fairfax, VA 22031
Item 2
(a) Name of Person Filing:
(b) Address of Principal Business Offices:
(c) Citizenship:
This statement is filed by the following persons
(collectively, the "Reporting Persons"):
Cowen & Company
Financial Square
New York, NY 10005-3597
(New York Limited Partnership)
Cowen Incorporated
Financial Square
New York, NY 10005-3597
(New York Corporation)
Joseph M. Cohen
Financial Square
New York, NY 10005-3597
(d) Common Stock
(e) 449244102
Item 3 IF THE STATEMENT IS FILED PURSUANT TO RULE 13a-l(a)
OR 13 d-2(b), CHECK WHETHER THE PERSON FILING IS:
(a) [ X ] Broker or Dealer registered under
section 15 of the Act:
Cowen & Company
(e) [ X ] Investment advisor registered under
section 203 of the Investment Advisers
Act of 1940:
Cowen & Company
(g) [ X ] Parent Holding Company, in accordance
with Rule 13d-1(b)(ii)(G):
Cowen Incorporated
Joseph M. Cohen (an individual who may
be deemed to control Cowen
Incorporated.)
Item 4 OWNERSHIP
Cowen & Company; Cowen Incorporated; Joseph M. Cohen
(a) 2,302,200
(b) 10.24%
(c) (i) 562,000
(ii) 1,281,400
(iii) 562,000
(iv) 1,740,200
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ ].
Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON
As a broker-dealer and an investment adviser, Cowen &
Company holds a portion of the securities on behalf of its
clients, none of whose individual interests exceeds five percent.
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED BY THE
PARENT HOLDING COMPANY
See Item 3(g) and Exhibit A.
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP
Not applicable.
ITEM 9 NOTICE OF DISSOLUTION OF 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
acquired in the ordinary course of business and were not acquired
for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any
transaction having such purposes of effect.
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.
February 12, 1998
COWEN & COMPANY
By: Cowen Incorporated,
General Partner
By: /s/ David R. Sarns
David R. Sarns,
Managing Director
COWEN INCORPORATED
By: /s/ David R. Sarns
David R. Sarns,
Managing Director
JOSEPH M. COHEN
By: /s/ Joseph M. Cohen
Joseph M. Cohen
13G
Cusip No. 449244102
EXHIBIT A
RELEVANT SUBSIDIARIES OF PARENT HOLDING COMPANIES
Parent Holding Companies:
Cowen Incorporated
Joseph M. Cohen (an individual who may be deemed to
control Cowen Incorporated)
Relevant Subsidiary Which is a Broker-Dealer and Investment
Advisor:
Cowen & Company
13G
Cusip No. 449244102
EXHIBIT B
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on
Schedule 13G with respect to the shares of Common Stock of
ICF Kaiser International Inc., dated February 12, 1998
is and any amendments thereto signed by each
of the undersigned shall be, filed on behalf of each of them
pursuant to and in accordance with the provisions of Rule
13d-1(f) under the Securities Exchange Commission Act of 1934.
Dated: February 12, 1998
COWEN & COMPANY
By: Cowen Incorporated,
General Partner
By: /s/ David R. Sarns
David R. Sarns,
Managing Director
COWEN INCORPORATED
By: /s/ David R. Sarns
David R. Sarns,
Managing Director
JOSEPH M. COHEN
By: /s/ Joseph M. Cohen
Joseph M. Cohen
