RIGEL ENERGY CORP
SC 13G/A, 1998-09-10
CRUDE PETROLEUM & NATURAL GAS
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                             SECURITIES AND EXCHANGE
                                   COMMISSION
                             Washington, D.C. 20549
                                  SCHEDULE 13G



                    Under the Securities Exchange Act of 1934
                                (Amendment No. 1)



                               Rigel Energy Corp.
                                ----------------
                                (Name of Issuer)


                                  Common Stock
                               ------------------
                         (Title of Class of Securities)


                                    76655L101
                                   ----------
                                 (CUSIP Number)


                                August 31, 1998
                           ---------------------------
             (Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

                                |X| Rule 13d-1(b)
                                |_| Rule 13d-1(c)
                                |_| Rule 13d-1(d)

* 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 the
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).



<PAGE>
                                       
- ----------------------------                         ---------------------------
CUSIP No.      76655L101               13G           Page 2 of 7 Pages
- ----------------------------                         ---------------------------


- --------------------------------------------------------------------------------
1.       NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

         The Royal Trust Company
- --------------------------------------------------------------------------------
2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
                                                           (b) |_|

- --------------------------------------------------------------------------------
3.       SEC USE ONLY

- --------------------------------------------------------------------------------
4.       CITIZENSHIP OR PLACE OF ORGANIZATION
         The jurisdiction of organization is Canada (federally incorporated 
         company)

- --------------------------------------------------------------------------------
                  5.      SOLE VOTING POWER
NUMBER OF      -----------------------------------------------------------------
SHARES            6.      SHARED VOTING POWER
BENEFICIALLY              6,050,562
OWNED BY EACH  -----------------------------------------------------------------
REPORTING         7.      SOLE DISPOSITIVE POWER
PERSON WITH    -----------------------------------------------------------------
                  8.      SHARED DISPOSITIVE POWER
                          6,050,562

- --------------------------------------------------------------------------------
9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         6,050,562

- --------------------------------------------------------------------------------
10.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
         SHARES*
                                                               |_|
- --------------------------------------------------------------------------------
11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
         10.75%

- --------------------------------------------------------------------------------
12.      TYPE OF REPORTING PERSON*
         Foreign Trust Company which received SEC
         no-action relief to file on Schedule 13G as a "Qualified
         Institutional Investor"
- --------------------------------------------------------------------------------

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>


Item 1(a). Name of Issuer:
           Rigel Energy Corporation

Item 1(b). Address of Issuer's Principal Executive Offices:

           Rigel Energy Corporation
           255 5th Avenue S.W.
           Calgary, Alberta
           Canada, T2P 2G6
           (403) 267-3000


Item 2(a). Name of Person Filing:
           The Royal Trust Company ("RT")

Item 2(b). Address of Principal Business Office or, if None, Residence:

           The Royal Trust Company
           Royal Trust Tower, P.O. Box 7500, Station A
           77 King Street West, 6th Floor
           Toronto, Ontario  M5W 1P9


Item 2(c). Citizenship:
           Canada

Item 2(d). Title of Class of Securities:
           Common

Item 2(e). CUSIP Number:
           76655L101


<PAGE>


Item    3. If this statement is filed pursuant to Rules 240.13d-1(b) or
        240.13d-2(b) or (c), check whether the person filing is a:

           The Royal Trust Company is a Foreign Trust Company which received 
           SEC no-action relief to file on Schedule 13G as a "Qualified 
           Institutional Investor".

Item 4. Ownership.

          (a) Amount beneficially owned:

              6,050,562

          (b) Percent of class:

              10.75%

          (c) Number of shares as to which such person has:

              (i) Sole power to vote or to direct the vote


             (ii) Shared power to vote or to direct the vote

                  6,050,562

            (iii) Sole power to dispose or to direct the disposition of

             (iv) Shared power to dispose or to direct the disposition of

                  6,050,562

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.

          The Royal Trust Company, a foreign Trust Company which has received
          SEC no-action relief to file on Schedule 13G as a Qualified
          Institutional Investor, is reporting holdings over which it is deemed
          to be a beneficial owner by virtue of its status as trustee and/or as
          principal.


<PAGE>



Item 7. Identification and Classification of the Subsidiary Which
        Acquired the Security Being Reported on by the Parent Holding
        Company.

N/A

Item 8. Identification and Classification of Members of the Group.

N/A

Item 9. Notice of Dissolution of Group.

N/A

Item 10. Certification.

           By signing below I certify that, to the best of my knowledge and
        belief, the securities referred to above were acquired and are held in
        the ordinary course of business and were not acquired and are not held
        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 and
        are not held in connection with or as a participant in any transaction
        having such purpose or effect.


<PAGE>


                                    SIGNATURE

     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.

                                         Thursday, September 10, 1998
                                       ---------------------------------
                                                (Date)
                                      
                                      
                                          /s/ Nicolas W.R. Burbidge
                                       ---------------------------------
                                              (Signature)
                                      
                                      
                                       Nicolas W.R. Burbidge/
                                       Director, Corporate Compliance
                                       The Royal Trust Company
                                       ---------------------------------
                                               (Name/Title)
                                      
                                      




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