UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934*
FUSION SYSTEM CORP.
Name of Issuer
Common Stock, par value $.01 per share
Title of Class of Securities
361129109
(CUSIP Number)
*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).
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SCHEDULE 13G
CUSIP No. 361129109 Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MAGTEN ASSET MANAGEMENT CORP.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) /X/
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
-0-
6 SHARED VOTING POWER
350,900
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
417,600
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT-
ING PERSON
417,600
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4%
12 TYPE OF REPORTING PERSON*
IA, CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1. Security and Issuer
(a) Name of Issuer:
Fusion Systems Corp.
(b) Address of Issuer's Principal Executive
Offices:
7600 Standish Pl
Rockville, MD 20855
Item 2. Identity and Background
(a) Name of Person Filing:
Magten Asset Management Corp. ("Magten")
(b) Address of Principal Business Office or, if
none, Residence:
35 East 21st Street
New York, New York 10010
(c) Citizenship:
Delaware
(d) Title of Class of Securities:
Common Stock, par value $.01 per share
(e) CUSIP Number:
361129109
Item 3. If this statement is filed pursuant to Rule
13d-1(b), or 13d-2(b), 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) Investment Adviser registered under Section 203
of the Investment Advisers Act of 1940 /X/
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(f) Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund; see 240.13d-1(b)(1)(ii)(F)
(g) Parent Holding Company, in accordance with
240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) Group, in accordance with
240.13d-1(b)(1)(ii)(H)
Item 4. Ownership
(a) Amount Beneficially Owned: 417,600 shares
(b) Percent of Class: 5.4%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the
vote: -0-
(ii) shared power to vote or to direct
the vote: 350,900
(iii) sole power to dispose or to direct
the disposition of: -0-
(iv) shared power to dispose or to direct
the disposition of: 417,600
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
Magten's investment advisory clients have the
right to receive dividends from the securities
to which this Schedule 13G relates.
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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 in the ordinary
course of business and were not acquired 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
in connection with or as a participant in any
transaction having such purposes or effect.
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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.
February 13, 1997
__________________________
Date
/S/ Talton R. Embry
__________________________
Signature
Talton R. Embry, Managing
Director
__________________________
Name/Title
