IPSCO INC
SC 13G, 1999-02-24
STEEL WORKS, BLAST FURNACES & ROLLING MILLS (COKE OVENS)
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G
                    Under the Securities Exchange Act of 1934
                              (Amendment No. One)*

                                   IPSCO Inc.
                                (Name of Issuer)

                                  Common Shares
                         (Title of Class of Securities)

                                      462622
                                 (CUSIP Number)

                                February 5, 1999
             (Date of Event Which Requires Filing of this Statement)

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

       [  ]  Rule 13d-1(b)
       [x]  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
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).

(1)    Names of Reporting Persons
       I.R.S. Identification Nos. of Above Persons (Entities Only)


       Bluewater  Investment  Management  Inc.                                
(2)    Check the Appropriate Box if a Member of a Group

       (a)        [  ]
       (b)        [x]


(3)    SEC Use Only



(4)    Citizenship or Place of Organization

Toronto,  Ontario  Canada                                                       
Number of                  (5)      Sole Voting Power
Shares                               2,151,300                                  
Benefici-                  (6)      Shared Voting Power
ally Owned                          Nil                                         
by Each                    (7)      Sole Dispositive Power
Reporting                           2,151,300                                  
Person With                (8)      Shared Dispositive Power
                                    Nil                                         

(9)    Aggregate Amount Beneficially Owned by Each Reporting Person

                                    2,151,300                                  

(10)   Check if the Aggregate Amount in Row (9) Excludes
       Certain Shares                                                  [  ]



(11)   Percent of Class Represented by Amount in Row 9

                                    5.29%                                    
(12)   Type of Reporting Person

                                                  IA                          

<PAGE>



                                    Item 1(a)

Name of Issuer:            IPSCO  Inc.




                                    Item 1(b)

Address of Issuer's Principal Executive Offices:

                           P.O.  Box  1670
                           Regina,  Saskatchewan
                           Canada
                           S4P  3C7

                                    Item 2(a)

Name of Person Filing:
                           Bluewater  Investment  Management  Inc.


                                    Item 2(b)

Address of Principal Business Office:
                           Suite  1502,  Box  63
                           150  King  Street  West
                           Toronto,  Ontario
                           Canada
                           M5H  1J9





                                    Item 2(c)

Citizenship:               Organized  in  Toronto,  Ontario,  Canada








                                    Item 2(d)

Title of Class of Securities:
                           Common  Stock



<PAGE>



                                    Item 2(e)

CUSIP Number:              462622101



                                     Item 3

If this  statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check
whether the person filing is a:

     (a) [ ] Broker or Dealer registered under Section 15 of the Act

     (b) [ ] Bank as defined in section 3(a) (6) of the Act

     (c) [ ] Insurance Company as defined in section 3(a)(19) of the Act

     (d) [ ] Investment  Company  registered  under section 8 of the  Investment
Company Act

     (e) [X] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)

     (f) [ ] An employee  benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F)

     (g) [ ] A parent holding  company or control person in accordance with Rule
13d-1(b)(1)(ii)(G)

     (h) [ ] A savings  association  as defined in Section  3(b) of the  Federal
Deposit Insurance Act

     (i) [ ] A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act

     (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J)

If this statement is filed pursuant to Rule 13d-1(c), check this box.    [x]


                                     Item 4

Ownership.

       (a)      Amount Beneficially Owned:

                2,151,300

       (b)      Percent of Class:

                5.29%


<PAGE>




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

  (i)    Sole power to vote or to direct the vote:                  2,151,300
  (ii)   Shared power to vote or to direct the vote:                Nil
  (iii)  Sole power to dispose or to direct the disposition of:     2,151,300
  (iv)   Shared power to dispose or to direct the disposition of:   Nil



                                     Item 5

Ownership of Five Percent or Less of a Class

       [  ]          N/A



                                     Item 6

Ownership of More than Five Percent on Behalf of Another Person

Several accounts managed by Bluewater Investment  Management Inc. have the right
to receive dividends and the proceeds from the sale of these securities, none of
which own more  than 5% of the  common  stock of IPSCO  Inc.,  except  Universal
Canadian Growth Fund, a Canadian mutual fund trust.



                                     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 not  acquired  and are not held for the
purpose of or with the effect of  changing  or  influencing  the  control of the
issuer of the  securities  and were not acquired and are not held in  connection
with or as a participant in any transaction having that purpose or effect.

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.

Date:                  February  19,   1999


Signature:             /S/ DINA DEGEER                                        

Name/Title:            Dina  DeGeer




     Attention:  Intentional misstatements or omissions of fact
     constitute Federal criminal violations (See 18 U.S.C. 1001).





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