SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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)
June 21, 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
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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: 803,900
8 SHARED VOTING POWER - 0 -
9 SOLE DISPOSITIVE POWER 803,900
10 SHARED DISPOSITIVE POWER - 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
803,900
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: [ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
6.2%
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: 803,900
8 SHARED VOTING POWER - 0 -
9 SOLE DISPOSITIVE POWER 803,900
10 SHARED DISPOSITIVE POWER - 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
803,900
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: [ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
6.2%
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: 803,900
8 SHARED VOTING POWER - 0 -
9 SOLE DISPOSITIVE POWER 803,900
10 SHARED DISPOSITIVE POWER - 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
803,900
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: [ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
6.2%
14
TYPE OF REPORTING PERSON:
IN
Page 4 of 7 Pages
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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 amend their
Schedule 13D Statement dated May 15, 1996 (the "Schedule 13D"),
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.
The total consideration for the acquisition of the
shares of Common Stock is $4,349,581.32. The funds to acquire
the shares of Common Stock acquired by Halcyon on behalf of its
clients, including certain of the limited partnerships in which
Halcyon is the general partner, came from the working capital of
such clients.
Item 4. PURPOSE OF THE TRANSACTION.
No material change.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of June 21, 1996, certain clients of Halcyon,
including certain limited partnerships in which Halcyon is the
general partner, beneficially owned 803,900 shares of Common
Stock representing 6.2% of the outstanding shares of Common
Stock. This percentage is based upon 12,868,021 shares of the
Common Stock outstanding as of November 19, 1995, as reported in
the Issuer's most recently filed Form 10-Q. Because Halcyon has
full investment discretion over, including the power to dispose
of, the Common Stock, as of June 21, 1996, Halcyon may be deemed
to have beneficially owned 803,900 shares of Common Stock.
Further, as managing member of Halcyon, ABS &
Page 5 of 7 Pages
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Co. also may be deemed to have beneficially owned 803,900 shares
of Common Stock as of June 21, 1996. As the sole shareholder of
ABS & Co., Slifka also may be deemed to have beneficially owned
803,900 shares of Common Stock as of June 21, 1996.
(b) ABS & Co., as managing member of Halcyon, has sole
power to dispose or direct the disposition of the Common Stock
beneficially owned by Halcyon.
(c) Since the filing of the initial Schedule 13D,
Halcyon has purchased, on behalf of certain of its clients,
including certain limited partnerships in which Halcyon is the
general partner, the following shares of Common Stock, at the
following prices, all on the Toronto Stock Exchange:
Trade Date Number of Shares Price per Share ($)
6/17/96 5,200 5.7953
6/19/96 8,000 5.8776
6/21/96 144,200 5.9026
Except as described above, no Reporting Person has
effected any transactions in the Common Stock since the Schedule
13D.
(d) No material change.
(e) No material change.
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
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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: June 24, 1996
ALAN B. SLIFKA AND COMPANY,
LIMITED
By: /s/ James H. Schropp
__________________________
Name: James H. Schropp
Title: Attorney-in-Fact
Dated: June 24, 1996
ALAN B. SLIFKA
By: /s/ James H. Schropp
__________________________
Name: James H. Schropp
Title: Attorney-in-Fact
Dated: June 24, 1996
Page 7 of 7 Pages
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