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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
Safety-Kleen Corporation
(Name of Issuer)
Common Stock (par value $0.01 per share)
(Title Class of Securities)
786484105
(CUSIP Number)
* 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 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).
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CUSIP No. 786484105
Schedule 13G
1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS:
Halcyon/Alan B. Slifka Management Company,LLC - DE
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ] (b) [ ]
3
SEC USE ONLY:
4
CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware - Halcyon/Alan B. Slifka Management Company, LLC
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH:
5 SOLE VOTING POWER: - 0 -
6 SHARED VOTING POWER 3,769,400
7 SOLE DISPOSITIVE POWER - 0 -
8 SHARED DISPOSITIVE POWER 3,769,400
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON:
3,769,400
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES: [ ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
6.45%
12
TYPE OF REPORTING PERSON*:
IA
______________________________________
*See Instructions
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CUSIP No. 786484105
Schedule 13G
1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS:
ABS & Co. Limited -New York
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ] (b) [ ]
3
SEC USE ONLY:
4
CITIZENSHIP OR PLACE OF ORGANIZATION:
New York - ABS & Co. Limited
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH:
5 SOLE VOTING POWER: - 0 -
6 SHARED VOTING POWER 3,769,400
7 SOLE DISPOSITIVE POWER - 0 -
8 SHARED DISPOSITIVE POWER 3,769,400
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON:
3,769,400
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES: [ ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
6.45%
12
TYPE OF REPORTING PERSON*:
HC
______________________________________
*See Instructions
<PAGE>
CUSIP No. 786484105
Schedule 13G
1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS:
Alan B. Slifka- USA
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ] (b) [ ]
3
SEC USE ONLY:
4
CITIZENSHIP OR PLACE OF ORGANIZATION:
USA - Alan B. Slifka
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH:
5 SOLE VOTING POWER: - 0 -
6 SHARED VOTING POWER 3,769,400
7 SOLE DISPOSITIVE POWER - 0 -
8 SHARED DISPOSITIVE POWER 3,769,400
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON:
3,769,400
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES: [ ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
6.45%
12
TYPE OF REPORTING PERSON*:
OO
______________________________________
*See Instructions
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Item l(a). Name of Issuer:
Safety-Kleen Corporation
Item l(b). Address of Issuer's Principal Executive Offices:
1000 North Randall Road
Elgin, Illinois 60123-2318
Item 2(a). Name of Person Filing:
Halcyon/Alan B. Slifka Management Company, LLC
ABS & Co. Limited
Alan B. Slifka
Item 2(b). Address of Principal Business Office or, if None,
Residence:
477 Madison Avenue, 8" Floor
New York, New York 10022
Item 2(c). Citizenship:
Halcyon/Alan B. Slifka Management Company, LLC -
Delaware
ABS & Co. Limited - New York
Alan B. Slifka - U.S.A.
Item 2(d). Title of Class of Securities:
Common
Item 2(e). CUSIP Number:
786484105
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Item 3. If this Statement is filed pursuant to Rules 13d-l(b) or
13d-2(b), check whether the person filing is:
(e) [x] Investment Adviser registered under
Section 203 of the Investment Advisers Act of
1940.
(g) [x] Parent Holding Company, in accordance
with Rule 13d- I (b)(ii)(G). See Exhibit A.
Item 4. Ownership:
(a) Amount beneficially owned:
3,769,400
(b) Percent of class:
6.45%
(c) Number of shares as to which such person has
(i) Sole Power to vote or direct the vote:
0
(ii) Shared Power to vote or direct to vote:
3,769,400
(iii) Sole Power to dispose or direct the
disposition of:
0
(iv) Shared Power to dispose or direct the
disposition of:
3,769,400
Item 5. Ownership of Five Percent or Less of a Class:
Not applicable.
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Item 6. Ownership of More Than Five Percent on Behalf of Another
Person:
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
See Exhibit A.
Item 8. Identification and Classification of Member 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 purpose or effect.
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SIGNATURES
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.
HALCYON/ALAN B. SLIFKA MANAGEMENT
COMPANY LLC
By: /s/ James H. Schropp
__________________________
Name: James H. Schropp
Title: Attorney-in-Fact
Dated: February 17, 1998
ALAN B. SLIFKA AND COMPANY,
LIMITED
By: /s/ James H. Schropp
__________________________
Name: James H. Schropp
Title: Attorney-in-Fact
Dated: February 17, 1998
ALAN B. SLIFKA
By: /s/ James H. Schropp
__________________________
Name: James H. Schropp
Title: Attorney-in-Fact
Dated: February 17, 1998
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Exhibit A - Safety-Kleen Corporation 13G
Halcyon/Alan B. Slifka Management Company LLC ("Halcyon LLC") is
an investment adviser registered under Section 203 of the
Investment Advisers Act of 1940.
ABS & Co. Limited, the Managing Member of Halcyon LLC, has filed
this Schedule 13G pursuant to Rule 13d-1(b)(ii)(G).
Alan B. Slifka is the controlling stockholder of ABS & Co.
Limited.
Each of ABS & Co. Limited and Alan B. Slifka, by reason of their
respective relationships to Halcyon/Alan B. Slifka Management
Company LLC, may be deemed to beneficially own the shares
beneficially owned by Halcyon LLC.
Halcyon LLC, ABS & Co. Limited, and Alan B. Slifka have agreed to
file a joint statement on Schedule 13G reporting their beneficial
ownership of shares of Safety-Kleen Corporation.
HALCYON/ALAN B. SLIFKA MANAGEMENT
COMPANY LLC
By: /s/ James H. Schropp
__________________________
Name: James H. Schropp
Title: Attorney-in-Fact
Dated: February 17, 1998
ALAN B. SLIFKA AND COMPANY,
LIMITED
By: /s/ James H. Schropp
__________________________
Name: James H. Schropp
Title: Attorney-in-Fact
Dated: February 17, 1998
ALAN B. SLIFKA
By: /s/ James H. Schropp
__________________________
Name: James H. Schropp
Title: Attorney-in-Fact
Dated: February 17, 1998
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EXHIBIT B
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) promulgated under the
Securities Exchange Act of 1934, the undersigned agree to the joint
filing of a Statement on Schedule 13G (including any and all
amendments thereto) with respect to the shares of beneficial
interest, no par value $1.00 per share, of Safety-Kleen
Corporation, and further agree that this Joint Filing Agreement be
included as an Exhibit thereto. In addition, each party to this
Agreement expressly authorizes each other party to this Agreement
to file on its behalf any and all amendments to such Statement.
HALCYON/ALAN B. SLIFKA MANAGEMENT
COMPANY LLC
By: /s/ James H. Schropp
__________________________
Name: James H. Schropp
Title: Attorney-in-Fact
Dated: February 17, 1998
ALAN B. SLIFKA AND COMPANY,
LIMITED
By: /s/ James H. Schropp
__________________________
Name: James H. Schropp
Title: Attorney-in-Fact
Dated: February 17, 1998
ALAN B. SLIFKA
By: /s/ James H. Schropp
__________________________
Name: James H. Schropp
Title: Attorney-in-Fact
Dated: February 17, 1998
