UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
National Energy Group, Inc.
(Name of Issuer)
Class A Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
163581 21 0
(CUSIP Number)
Marc Weitzen, Esq.
Gordon Altman Butowsky Weitzen Shalov & Wein
114 West 47th Street, 20th Floor
New York, New York 10036
(212) 626-0800
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 12, 1997
(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 //.
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).
<PAGE>
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
This Schedule 13D filed with the U.S. Securities and
Exchange Commission ("SEC") on July 27, 1995, by High River
Limited Partnership, a Delaware limited partnership ("High
River"), Riverdale Investors Corp. Inc., a Delaware corporation
("Riverdale") and Carl C. Icahn, a citizen of the United States
of America (collectively, the "Registrants") amended on July 22,
1996, August 9, 1996 and September 4, 1997, is further amended to
furnish the additional information set forth herein. All
capitalized terms contained herein but not otherwise defined
shall have the meanings ascribed to such terms in the original
Schedule 13D previously filed by the Registrants.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is amended as follows:
The principal business address of the Registrants and
each executive officer/manager of Riverdale LLC has been changed
to 767 Fifth Avenue, 47th Floor, New York, NY 10153.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended to add the following:
On June 12, 1997, Mr. Icahn discussed with Miles
Bender, chief executive officer of Issuer, the possibility of
having Issuer acquire Panaco, Inc., a Delaware corporation in
which Mr. Icahn owns in excess of 5% of the outstanding common
stock. Mr. Bender indicated that he would be interested in
having Issuer make such an acquisition. Mr. Icahn then engaged
in a conversation with Mr. Maxwell of Panaco and Mr. Bender in
which Mr. Bender indicated to Mr. Maxwell that Issuer would be
interested in making such an acquisition on a friendly basis.
<PAGE>
SIGNATURES
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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.
Dated: June 17, 1997
RIVERDALE LLC
By: /s/ Carl C. Icahn
Carl C. Icahn
Its: Member
HIGH RIVER LIMITED PARTNERSHIP
By: RIVERDALE LLC
Its: General Partner
By: /s/ Carl C. Icahn
Carl C. Icahn
Its: Member
By: /s/ Carl C. Icahn
Carl C. Icahn
[Signature Page of Schedule 13D Amendment No. 4 with respect to
National Energy Group, Inc.] <PAGE>
