UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(RULE 13d - 102)
Information to be included in statements filed pursuant to
13d-1(b), (c) and (d) and amendments thereto filed pursuant to
13d-2(b)
(Amendment No. )*
Hyal Pharmaceutical Corporation
(Name of Issuer)
Common Stock, without par value
(Title of Class of Securities)
44854D106
(CUSIP Number)
Martin D. Sklar, Esq., Kleinberg, Kaplan, Wolff & Cohen, P.C.,
551 Fifth Avenue, 18th Floor, New York, New York 10176, Tel:
(212) 986-6000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 16, 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:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-7(b) 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).
(Continued on the Following Pages)
(Page 1 of 6 pages)<PAGE>
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Elliott Associates, L.P., a Delaware Limited
Partnership
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
5. SOLE VOTING POWER
2,158,921
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
2,158,921
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,158,921
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.81%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-10
(INCLUDING THE CERTIFICATION IN ITEM 10(a) or 10(b) AS
APPLICABLE), AND THE SIGNATURE ATTESTATION.
<PAGE>
ITEM 1(a).Name of Issuer:
Hyal Pharmaceutical Corporation ("Issuer")
Item 1(b).Address of Issuer's Principal Executive Offices:
2425 Skymark Avenue
Mississauga, Ontario
Canada L4W 4Y6
Item 2(a). Name of Persons Filing:
The name of the person filing this statement on
Schedule 13G is Elliott Associates, L.P., a Delaware
limited partnership, and its wholly-owned subsidiaries
("Elliott"). Paul E. Singer ("Singer") and Braxton
Associates, L.P., a Delaware limited partnership ("Braxton
LP"), which is controlled by Singer, are the general
partners of Elliott.
Item 2(b).Address of Principal Business Office or, if None,
Residence:
ELLIOTT
The business address of Elliott is 712 Fifth
Avenue, 36th Floor, New York, New York 10019.
SINGER
The business address of Singer is 712 Fifth Avenue,
36th Floor, New York, New York 10019.
BRAXTON LP
The business address of Braxton LP is 712 Fifth
Avenue, 36th Floor, New York, New York 10019.
Item 2(c).Citizenship:
Elliott is a limited partnership formed under the
laws of Delaware.
Item 2(d).Title of Class of Securities
Common Stock, without par value ("Common Stock").
Item 2(e).CUSIP Number: 44854D106
Item 3. If This Statement is Filed Pursuant to Rule 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 Exchange Act.
(b) Bank as defined in Section 3(a)(6) of the
Exchange Act.
(c) Insurance company defined in Section 3(a)(19)
of the Exchange Act.
(d) Investment company registered under Section 8
of the Investment Company Act.
(e) 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
Item 4. Ownership.
Provide the following information regarding the aggregate
number and percentage of the class of securities of the
issuer identified in Item 1.
(a) Amount beneficially owned: Elliott has beneficial
ownership of 2,158,921 shares of Common Stock.
(b) Percent of class: Elliott has beneficial ownership
of 6.81% of all outstanding shares of Common Stock.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
Elliott has sole power to vote or direct the
vote of 2,158,921 shares of Common Stock.
(ii) Shared power to vote or to direct the vote
Not applicable
(iii) Sole power to dispose or to direct the
disposition of
Elliott has sole power to dispose or direct the
disposition of 2,158,921 shares of Common
Stock.
(iv) Shared power to dispose or to direct the
disposition of
Not applicable
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
Anther Person.
Not applicable
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by
the Parent Holding Company.
Not applicable
Item 8. Identification and Classification of Members of the
Group.
Not applicable
Item 9. Notice of Dissolution of Group.
Not applicable
Item 10. Certification.
By signing below the undersigned hereby certifies
that, to the best of its 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 and were not acquired and are not held in
connection with or as a participant in any
transaction having that purpose or effect.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge
and belief, the undersigned certifies that the information with
respect to it set forth in this statement is true, complete, and
correct.
Dated: ELLIOTT ASSOCIATES, L.P.
April 24, 1998
By:/s/ Paul E. Singer
Paul E. Singer
General Partner
