UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
PANACO, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
698106 10 1
(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
(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
The Schedule 13D filed with the U.S. Securities and
Exchange Commission ("SEC") on July 24, 1995, by High River
Limited Partnership, a Delaware Limited Partnership ("High
River"), Riverdale Investors Corp., Inc., a Delaware corporation
("Riverdale Corp.") and Carl C. Icahn ("Icahn"), a citizen of the
United States of America, amended by Amendment No. 1 which, among
other things, deleted Riverdale Corp. as a Registrant, and added
Riverdale LLC, a New York limited liability company ("Riverdale")
as a Registrant, is amended to furnish the additional information
set forth herein. All capitalized terms contained herein but not
otherwise defined shall have the meaning ascribed to such terms
in the original 13D and Amendment No. 1 thereto which have been
previously filed with the Securities and Exchange Commission.
Item 4. Purpose of Transaction
Item 4 is amended to add the following:
On June 12, 1997, following discussions with Miles
Bender, chief executive officer of National Energy Group, Inc., a
Delaware corporation, in which Icahn owns in excess of 5% of the
outstanding equity, ("National"), Icahn telephoned James Maxwell,
chief executive officer of Issuer, and suggested that Issuer
favorably consider the possibility of being acquired by National.
Mr. Bender then joined the conversation and indicated National's
interest in an acquisition of Panaco on a friendly basis. Mr.
Maxwell indicated that, while he would oppose such a transaction,
he would discuss it with Issuer's Board of Directors. Icahn also
requested that Mr. Maxwell consider having two representatives of
Icahn on the Board of Directors of Issuer.
<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.
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
/s/ Carl C. Icahn
Carl C. Icahn
[Signature Page of Schedule 13D Amendment No. 2 with respect to
Panaco Inc.]
