SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
International Colin Energy Corporation
________________________________________________________
(Name of Issuer)
Common Stock, no par value
________________________________________________________
(Title of Class of Securities)
45928D-100
__________
(CUSIP Number)
James Pasquarelli
Halcyon/Alan B. Slifka Management Company LLC
477 Madison Avenue, 8th Floor
New York, N.Y. 10022
________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 1, 1996
_______________________________________________________
(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 this
statement [ ].
Page 1 of 7 Pages
<PAGE>
CUSIP No. 45928D-100
Schedule 13D/A
1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NUMBER OF ABOVE
PERSONS:
Halcyon/Alan B. Slifka Management Company LLC
2
CHECK THE APPRORIATE BOX IF A MEMBER OF A GROUP:
(a) [ ] (b) [ ]
3
SEC USE ONLY:
4
SOURCE OF FUNDS: WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e): [ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH:
7 SOLE VOTING POWER: - 0 -
8 SHARED VOTING POWER: - 0 -
9 SOLE DISPOSITIVE POWER: - 0 -
10 SHARED DISPOSITIVE POWER: - 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
- 0 -
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: [ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0%
14
TYPE OF REPORTING PERSON:
OO-IA
Page 2 of 7 Pages
<PAGE>
CUSIP No. 45928D-100
Schedule 13D/A
1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NUMBER OF ABOVE
PERSONS:
Alan B. Slifka Management Company, Limited
2
CHECK THE APPRORIATE BOX IF A MEMBER OF A GROUP:
(a) [ ] (b) [ ]
3
SEC USE ONLY:
4
SOURCE OF FUNDS: WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e): [ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH:
7 SOLE VOTING POWER: - 0 -
8 SHARED VOTING POWER: - 0 -
9 SOLE DISPOSITIVE POWER: - 0 -
10 SHARED DISPOSITIVE POWER: - 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
- 0 -
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: [ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0%
14
TYPE OF REPORTING PERSON:
CO
Page 3 of 7 Pages
<PAGE>
CUSIP No. 45928D-100
Schedule 13D/A
1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NUMBER OF ABOVE
PERSONS:
Alan B. Slifka
2
CHECK THE APPRORIATE BOX IF A MEMBER OF A GROUP:
(a) [ ] (b) [ ]
3
SEC USE ONLY:
4
SOURCE OF FUNDS: WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e): [ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH:
7 SOLE VOTING POWER: - 0 -
8 SHARED VOTING POWER: - 0 -
9 SOLE DISPOSITIVE POWER: - 0 -
10 SHARED DISPOSITIVE POWER: - 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
- 0 -
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: [ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0%
14
TYPE OF REPORTING PERSON:
IN
Page 4 of 7 Pages
<PAGE>
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General
Rules and Regulations under the Securities and Exchange Act of
1934, as amended (the "Act"), the undersigned hereby further
amend their Schedule 13D Statement dated May 15, 1996 (the
"Schedule 13D") which was initially amended on June 21, 1996,
relating to the Common Stock, no par value (the "Stock") of
International Colin Energy Corporation (the "Issuer"). Unless
otherwise indicated, all defined terms used herein shall have the
same meanings respectively ascribed to them in Schedule 13D.
Item 1. SECURITY AND ISSUER.
No material change.
Item 2. IDENTITY AND BACKGROUND.
No material change.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION.
No material change.
Item 4. PURPOSE OF THE TRANSACTION.
No material change.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of July 1, 1996, certain clients of Halcyon,
including certain limited partnerships in which Halcyon is the
general partner, beneficially owned -0- shares of Common Stock
representing 0% of the outstanding shares of Common Stock. This
percentage is based upon 12,868,021 shares of the Common Stock
outstanding as of November 19, 1995, as reported in the Issuer's
most recently filed Form 10-Q. Because Halcyon has full
investment discretion over, including the power to dispose of,
the Common Stock, as of July 1, 1996, Halcyon may be deemed to
have beneficially owned -0- shares of Common Stock. Further, as
managing member of Halcyon, ABS & Co. also may be deemed to have
beneficially owned -0- shares of Common Stock as of June 21,
1996. As the sole shareholder of ABS & Co., Slifka also may be
deemed to have beneficially owned -0- shares of Common Stock as
of July 1, 1996.
Page 5 of 7 Pages
<PAGE>
(b) ABS & Co., as managing member of Halcyon, has sole
power to dispose or direct the disposition of the Common Stock
beneficially owned by Halcyon.
(c) On June 27, 1996, the Issuer's shareholders
approved the proposed merger with Morgan Hydrocarbon, Inc.
("Morgan"), and on June 28, 1996, the merger was approved by the
Canadian court. On July 1, 1996, upon the closing of the merger
between the Issuer and Morgan, the Reporting Persons' position
was closed out.
(d) No material change.
Paragraph (e) of Item 5 is hereby amended in its
entirety as follows:
(e) Effective July 1, 1996, the Reporting Persons
ceased to be the owners of more than five percent of the shares
of the Stock.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS
OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
No material change.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
No material change.
Page 6 of 7 Pages
<PAGE>
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: July 2, 1996
ALAN B. SLIFKA AND COMPANY,
LIMITED
By: /s/James H. Schropp
__________________________
Name: James H. Schropp
Title: Attorney-in-Fact
Dated: July 2, 1996
ALAN B. SLIFKA
By: /s/James H. Schropp
__________________________
Name: James H. Schropp
Title: Attorney-in-Fact
Dated: July 2, 1996
Page 7 of 7 Pages
