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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)(1)
Falcon Drilling Company, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
305914 10 3
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(CUSIP Number)
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Check the following box if a fee is being paid with this statement [ ].
(A fee is not required only if the filing 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.)
________________
(1) 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 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 1 of 6 Pages
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CUSIP NO. 305914 10 3 13G PAGE 2 OF 6 PAGES
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<TABLE>
<S> <C> <C>
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NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
1
William R. Ziegler
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
2 (b) [ ]
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SEC USE ONLY
3
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CITIZENSHIP OR PLACE OR ORGANIZATION
4 United States
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SOLE VOTING POWER
5 234,100 shares of Common Stock (inclusive of 31,500 shares of Common Stock
issuable upon exercise of stock options)
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SHARED VOTING POWER
6 1,987,200 shares of Common Stock
NUMBER OF ------------------------------------------------------------------------------------------
SHARES
BENEFICIALLY
OWNED BY SOLE DISPOSITIVE POWER
EACH 7 234,100 shares of Common Stock (inclusive of 31,500 shares of Common Stock
REPORTING issuable upon exercise of stock options)
PERSON WITH ------------------------------------------------------------------------------------------
SHARED DISPOSITIVE POWER
8 1,987,200 shares of Common Stock
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9 2,221,300 shares of Common Stock (inclusive of 31,500 shares of Common Stock issuable upon exercise
of stock options)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
10 CERTAIN SHARES* [ ]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
5.6%
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12 TYPE OF REPORTING PERSON*
IN
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</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 6 Pages
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AMENDMENT NO. 1
TO
SCHEDULE 13G
ITEM 1(a). NAME OF ISSUER:
The name of the issuer is Falcon Drilling Company, Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
The address of the principal executive offices of the issuer
is 1900 West Loop South, Suite 1800, Houston, Texas 77027.
ITEM 2(a). NAME OF PERSON FILING:
The name of the person filing this schedule is William R.
Ziegler.
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The address of the principal business office of the reporting
person is 666 Third Avenue, 9th Floor, New York, New York 10017.
ITEM 2(c). CITIZENSHIP:
The citizenship of the reporting person is United States.
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
The title of the class of securities is common stock, par
value $0.01 per share (the "Common Stock").
ITEM 2(e). CUSIP NUMBER:
The CUSIP number for the Common Stock is 305914 10 3.
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR
13d-2(b), CHECK WHETHER THE PERSON FILING IS A:
Not applicable.
ITEM 4. OWNERSHIP.
(a) Amount beneficially owned: 2,221,300 shares of Common
Stock.
Page 3 of 6 Pages
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(b) Percent of class: 5.6%.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 234,100
shares of Common Stock.
(ii) Shared power to vote or to direct the vote: 1,987,200
shares of Common Stock.
(iii) Sole power to dispose or to direct the disposition of:
234,100 shares of Common Stock.
(iv) Shared power to dispose or to direct the disposition
of: 1,987,200 shares of Common Stock.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
Steven A. Webster is known to share beneficial ownership of
1,987,200 of the shares of Common Stock (or approximately 5.0%) included in the
shares of Common Stock disclosed above as beneficially owned by the reporting
person, in that Mr. Webster, like Mr. Ziegler, is (i) an officer and director,
and direct or indirect (through spouse), as the case may be, principal
stockholder, of three corporations that own, in the aggregate, 1,944,300 shares
of Common Stock, and (ii) a general partner of a general partnership that owns
43,200 shares of Common Stock. However, based upon Mr. Webster's direct or
indirect (as the case may be) percentage ownership of these corporations and
general partnership that own an aggregate of 1,987,200 shares of Common Stock,
his pecuniary interest (i.e., right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, such securities) in
such 1,987,200 shares of Common Stock owned by such entities does not relate to
more than five percent of the class of Common Stock.
Daniel Glenn Richardson is known to share beneficial ownership
of 1,707,300 of the shares of Common Stock (or approximately 4.3%) included in
the shares of Common Stock disclosed above as beneficially owned by the
reporting person, in that Mr. Richardson, like Mr. Ziegler, is (i) an officer
and director of, and his wife is a principal stockholder of, two corporations
that own, in the aggregate, 1,664,100 shares of Common Stock, and (ii) a general
partner of a general partnership that owns 43,200 shares of Common Stock.
However, based upon Mr. Richardson's (or his wife's, as the case may be)
percentage ownership of these corporations and general partnership that own an
aggregate of 1,707,300 shares of Common Stock, his pecuniary interest (i.e.,
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, such securities) in such 1,707,300 shares of Common
Page 4 of 6 Pages
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Stock owned by such entities does not relate to more than five percent of the
class of Common Stock.
There are other stockholders of the three corporations that
own, in the aggregate, 1,987,200 shares of Common Stock for which the reporting
person is deemed the beneficial owner, who have indirect rights to receive
dividends from or proceeds from the sale of a portion of these shares; however,
no interest of any of such persons relates to more than five percent of the
class of Common Stock.
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.
Not applicable.
Page 5 of 6 Pages
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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: February 12, 1997
/s/ WILLIAM R. ZIEGLER
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William R. Ziegler
Page 6 of 6 Pages
